<PAGE>
OFFER TO PURCHASE FOR CASH
ALL SHARES OF COMMON STOCK AND UNIT VOTING COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
AND
ALL SHARES OF SERIES A CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK AND
SERIES B CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
OF
URBAN SHOPPING CENTERS, INC.
AT
$48.00 NET PER SHARE
BY
HEAD ACQUISITION, L.P.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
RODAMCO NORTH AMERICA N.V.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, OCTOBER 30, 2000, UNLESS THE OFFER IS EXTENDED.
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October 2, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated October 2,
2000 (the "Offer to Purchase") and the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer") in
connection with the offer by Head Acquisition, L.P., a Delaware limited
partnership (the "Purchaser") and an indirect wholly-owned subsidiary of Rodamco
North America N.V., a company organized under the laws of the Netherlands
("Rodamco NV"), to purchase all of the issued and outstanding (i) shares of
common stock, par value $.01 per share (the "Public Common Shares"), including
the associated preferred share purchase rights (the "Rights") issued pursuant to
the Rights Agreement, dated May 5, 1999, as amended, between Urban Shopping
Centers, Inc., a Maryland corporation ("Urban"), and First Chicago Trust Company
of New York, as Rights Agent, (ii) shares of unit voting common stock, par value
$.01 per share (the "Unit Voting Shares" and, together with the Public Common
Shares, the "Common Shares"), including the associated Rights, (iii) shares of
Series A Cumulative Convertible Redeemable Preferred Stock, par value $.01 per
share (the "Series A Preferred Shares"), and (iv) shares of Series B Cumulative
Convertible Redeemable Preferred Stock, par value $.01 per share (the "Series B
Preferred Shares" and, together with the Series A Preferred Shares, the
"Preferred Shares"; the Preferred Shares and the Common Shares, together, the
"Shares") of Urban (other than those Shares then owned by Rodamco NV and its
affiliates), at a purchase price of $48.00 per Share, net to the seller in cash
(less any required withholding taxes), without interest thereon (such amount, or
any greater amount per Share paid pursuant to the Offer, the "Per Share
Amount"), upon the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal enclosed herewith. Unless the
context otherwise requires, all references to the Common Shares shall include
the associated Rights.
Any stockholder who wants to tender Shares in the Offer and whose
certificates representing such Shares ("Share Certificates") are not immediately
available or time will not permit all required documents to reach ChaseMellon
Shareholder Services, L.L.C. (the "Depositary") on or before the Expiration Date
(as defined Section 1 of the Offer to Purchase) or the procedures for book-entry
transfer cannot be completed on time, may tender such Shares by following the
procedures for guaranteed delivery set forth in Section 3 in the Offer to
Purchase.
<PAGE>
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $48.00 per Share, net to you in cash (less any
required withholding taxes), without interest thereon, upon the terms and
subject to the conditions set forth in the Offer.
2. The Offer is being made for any and all of the issued and outstanding
Shares.
3. A special committee, comprised solely of disinterested directors of the
Board of Directors (the "Board") of Urban, has determined that the Merger
Agreement (as defined below), the Offer, the Merger (as defined below) and the
other transactions contemplated thereby, taken together, are fair to, and
advisable and in the best interests of Urban and its stockholders (other than
holders of Unit Voting Shares), and voted to recommend to the Board that the
Board approve the Merger Agreement, the Offer, the Merger and the other
transactions contemplated thereby, subject to the terms and conditions set forth
in the Merger Agreement. The Board has determined that the Merger Agreement, the
Offer, the Merger and the other transactions contemplated thereby, taken
together, are fair to, advisable and in the best interests of Urban and its
stockholders and voted to approve the Merger Agreement and recommend acceptance
and approval by the holders of Common Shares of the Merger Agreement, the Offer,
the Merger and the other transactions contemplated thereby.
4. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of September 25, 2000 (the "Merger Agreement"), by and among Rodamco
NV, Hexalon Real Estate, Inc., a Delaware corporation and an indirect
wholly-owned subsidiary of Rodamco NV ("Hexalon"), the Purchaser, Head
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Hexalon ("Head Acquisition Corp"), Urban and Urban Shopping Centers, L.P., an
Illinois limited partnership. Pursuant to the Merger Agreement, if the Purchaser
and certain of its affiliates shall have the right to acquire or otherwise own,
pursuant to the Offer or otherwise, in the aggregate, Common Shares entitled to
cast at least 90% of the votes entitled to be cast on the Merger, the Purchaser
shall assign the rights to acquire Shares tendered in the Offer to Head
Acquisition Corp and Head Acquisition Corp shall acquire the Shares tendered
pursuant to the Offer. If the Purchaser acquires the Common Shares tendered
pursuant to the Offer, Urban shall merge (the "Partnership Merger") with and
into the Purchaser with the Purchaser surviving in accordance with Maryland
General Corporation Law (the "MGCL") and the Delaware Revised Uniform Limited
Partnership Act (the "DRULPA"), pursuant to which each issued and outstanding
Share shall be converted into the right to receive the applicable Per Share
Amount upon the terms and conditions provided in the Merger Agreement.
If Head Acquisition Corp acquires the Shares tendered pursuant to the Offer,
Head Acquisition Corp shall merge (the "Corporate Merger") with and into Urban
with Urban surviving in accordance with the MGCL and Delaware General
Corporation Law (the "DGCL"), pursuant to which each outstanding Share shall be
converted into the right to receive the applicable Per Share Amount upon the
terms and subject to the conditions provided in the Merger Agreement. Following
the Corporate Merger, Urban shall immediately merge with and into the Purchaser,
with the Purchaser surviving in accordance with the MGCL, the DRULPA and the
DGCL (the "Alternative Partnership Merger")(either of (i) the Partnership Merger
or (ii) the Corporate Merger and the Alternative Partnership Merger, together
being referred to herein as the "Merger"). At the effective time of the Merger
(the "Effective Time"), and without any action on the part of the Purchaser or
the holder of Shares, each Share issued and outstanding immediately prior to the
Effective Time (other than Shares held by Hexalon, the Purchaser, Head
Acquisition Corp,
2
<PAGE>
Urban or any of their respective subsidiaries), other than Shares, if any, held
by stockholders who validly perfect their appraisal rights, if any, under
Maryland law, will be converted into the right to receive the applicable Per
Share Amount, in cash, without interest thereon. The Merger Agreement is more
fully described in the Offer to Purchase.
5. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn prior to the expiration of the Offer Common
Shares with voting power entitled to cast at least 66 2/3% of the votes entitled
to be cast on the Merger and (ii) the expiration or termination prior to the
expiration of the Offer of any applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Offer is
also subject to the other conditions set forth in the Offer to Purchase. See the
Introduction and Section 14 of the Offer to Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
7. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, OCTOBER 30, 2000, UNLESS THE OFFER IS EXTENDED.
8. The Purchaser will pay for Shares only after timely receipt by the
Depositary of (i) Share Certificates or timely confirmation of the book-entry
transfer of such Shares into the Depositary's account at the Book-Entry Transfer
Facility (as defined in the Offer to Purchase) pursuant to the procedures set
forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal (or
a facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to Purchase)
in connection with a book-entry transfer of such Shares and (iii) any other
documents required by the Letter of Transmittal. Accordingly, payment may not be
made to all tendering stockholders at the same time, depending upon when Share
Certificates or confirmations of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility are actually received
by the Depositary.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF THE SHARES HELD BY US FOR YOUR
ACCOUNT, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING, DETACHING AND RETURNING
TO US THE INSTRUCTION FORM SET FORTH ON THE BACK PAGE OF THIS LETTER. IF YOU
AUTHORIZE THE TENDER OF YOUR SHARES, ALL SUCH SHARES WILL BE TENDERED UNLESS
OTHERWISE SPECIFIED ON THE BACK PAGE OF THIS LETTER. AN ENVELOPE TO RETURN YOUR
INSTRUCTIONS TO US IS ENCLOSED. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN
AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFER.
The Purchaser is not aware of any state where the making of the Offer is
prohibited by administrative or judicial action or pursuant to any valid state
statute. If the Purchaser becomes aware of any valid state statute prohibiting
the making of the Offer or the acceptance of the Shares pursuant thereto, it
will make a good faith effort to comply with such statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
the Purchaser cannot comply with such state statute, the Offer will not be made
to (nor will tenders be accepted from or on behalf of) holders of Shares in such
state. In any jurisdiction where the securities, "blue sky" or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchaser by Chase Securities Inc. (the
Dealer Manager), or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
Dated: October 2, 2000
3
<PAGE>
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<TABLE>
<S> <C>
Number of Shares to be Tendered: ----------------------------------------------------
Public Common Shares*
----------------------------------------------------
Unit Voting Shares*
----------------------------------------------------
Series A Preferred Shares*
----------------------------------------------------
Series B Preferred Shares*
Date: ------------------------
</TABLE>
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SIGN HERE
____________________________________________________________________________
Signature(s)
__________________________________________________________________________
__________________________________________________________________________
Please type or Print
__________________________________________________________________________
__________________________________________________________________________
Please type or print address
__________________________________________________________________________
Area Code and Telephone Number(s)
__________________________________________________________________________
Tax Identification or Social Security Number(s)
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
4
