Registration Document 2017

REGISTRATION DOCUMENT 2017

/CONTENTS 01 GROUP OVERVIEW 3 04 SUSTAINABLE DEVELOPMENT 163 1.1 Klépierre’s strategy at a glance 4 4.1 Strategy and organization 164 1.2 Key figures 6 4.2 Act for the Planet 176 1.3 Stock market and shareholder base 10 4.3 Act for Territories 191 1.4 Background 11 4.4 Act for People 193 1.5 Property portfolio as of December 31, 2017 12 4.5 Methodology, Concordance table 1.6 Simplified organization chart as of and data verification 206 December 31, 2017 24 1.7 Competitive position 25 1.8 Main risk factors 26 05 CORPORATE GOVERNANCE REPORT 215 1.9 Internal control and risk management 32 5.1 Management and oversight of the Company 217 5.2 Compensation and benefits 02 of executive corporate officers 240 BUSINESS FOR THE YEAR 41 2.1 Business overview 42 2.2 Business activity by region 47 06 SHARE CAPITAL, SHAREHOLDING, 2.3 Consolidated earnings and cash flow 53 GENERAL MEETING 2.4 Investments, development, and disposals 55 OF SHAREHOLDERS 265 2.5 Parent company earnings and distribution 57 6.1 Share capital and shareholding 266 2.6 Portfolio valuation 58 6.2 General Meeting of Shareholders 281 2.7 Financial policy 62 2.8 EPRA Performance Indicators 65 2.9 Events subsequent to the accounting 07 ADDITIONAL INFORMATION 293 cut-off date 69 2.10 Outlook 69 7.1 General information 294 7.2 Documents accessible to the public 296 7.3 Statement of the person responsible for 03 FINANCIAL STATEMENTS 71 the registration document which serves as the annual financial report 296 3.1 Consolidated financial statements 7.4 Persons responsible for audits as of December 31, 2017 72 and financial disclosures 297 3.2 Statutory Auditors’ report 7.5 Concordance tables 297 on the consolidated financial statements 129 3.3 Corporate financial statements as of December 31, 2017 132 GLOSSARY 303 3.4 Statutory Auditors’ report on the financial statements 156 3.5 Other information 159 DISCOVER THE INTERACTIVE VERSION OF YOUR REGISTRATION DOCUMENT ON KLEPIERRE WEBSITE www.klepierre.com

REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT 2017 This registration document was filed with the Financial Markets Authority (AMF) on March 15, 2018, in accordance with article 212-13 of the AMF General Regulations. It may be used in support of a financial transaction only if supplemented by a transaction memorandum that has received approval from the AMF. This document has been established by the issuer and is binding upon its signatories. The English language version of this registration document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. In all matters of interpretation, however views or opinion expressed in the original language version of the document in French take precedence over the translation.

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1 GROUP OVERVIEW 1.1 KLÉPIERRE’S STRATEGY AT A GLANCE 4 1.7 COMPETITIVE POSITION 25 1.2 KEY FIGURES 6 1.8 MAIN RISK FACTORS 26 1.2.1 Activity indicators 6 1.8.1 Risks related to Klépierre’s 1.2.2 Social, societal and environmental strategy and activities 26 key performance indicators 7 1.8.2 Risks related to Klépierre’s 1.2.3 Financial key performance indicators 8 financing policy and financial activities 28 1.2.4 Sectorial key performance 1.8.3 Legal, tax and regulatory risks 30 indicators (EPRA format) 9 1.8.4 Safety and security risks 30 1.8.5 Environmental risks 30 1.3 STOCK MARKET 1.8.6 Insurance risks 31 AND SHAREHOLDER BASE 10 1.8.7 Risks related to information systems 32 1.4 BACKGROUND 11 1.9 INTERNAL CONTROL AND RISK 1.5 PROPERTY PORTFOLIO MANAGEMENT 32 AS OF DECEMBER 31, 2017 12 1.9.1 Objectives and principles 32 1.5.1 Shopping centers 12 1.9.2 Organization of risk management 1.5.2 Retail assets 22 and internal control 32 1.5.3 Overview of valuation 1.9.3 Risk assessment methodology 33 reports prepared 1.9.4 Control measures addressing by Klépierre’s independent major risks 34 external appraisers 22 1.9.5 Preparation and processing of financial and accounting data 37 1.6 SIMPLIFIED ORGANIZATION CHART AS OF DECEMBER 31, 2017 24 KLÉPIERRE 2017 REGISTRATION DOCUMENT 3

GROUP OVERVIEW 1 Klépierre’s strategy at a glance 1.1 Klépierre’s strategy at a glance Klépierre is the owner and operator of the leading shopping center platform in Europe. Klépierre has a property portfolio of more than 100 leading shopping centers, attracting 1.1 billion visitors each year and valued at close to €24 billion as of December 31, 2017. Since 2013, Klépierre has focused on retail assets only and has constantly upgraded the quality of its portfolio by pursuing a clear strategy aimed at anticipating retail trends to continuously enrich the shopping experience in the malls it owns and manages. A leading, pan-European platform > Connect, because Klépierre’s shopping centers are not only part of the retail becoming phygital, by integrating the retailers’ Located in the most attractive regions in Continental Europe, Klépierre omnichannel platforms and offering digital services, they are also shopping centers offer international brands unique locations that at the center of local ecosystems where multiple and diverse enable them to develop and enjoy access to more than 150 million communities interact. consumers in more than 50 cities. The relevance of the Klépierre platform is built on a dense network Customer-centric mall management of high potential territories. The Group targets Continental European metropolitan areas whose demographic or economic growth exceeds For many years, Klépierre has been evolving from a mere property the national average and that offer opportunities to strengthen its owner to a retail-focused company concentrating its efforts on better positions. Indeed, Klépierre is positioned: serving its first customers: the retailers. > in large catchment areas whose average size reaches Retailers are experiencing the fast and profound revolution of their (1) 1,150,000 inhabitants; industry. Klépierre facilitates their transformation by creating the > in wealthy regions whose GDP per capita is 22% above the conditions for the renewal of physical retail. This is the main purpose (2) of its “Retail First” initiative. European average; > in growing cities, as the demographic growth of its catchment Klépierre also pays increasing attention to its end customers through (3) an active marketing policy and specific mall design guidelines, areas by 2025 is projected to be 5.7%, 330 bps above the both aimed at enhancing the customer experience in its malls. This European average. (4) attention is embodied in two concepts that supplement Klépierre’s The principal assets, whether they were developed by the Group client-centric management: Let’s Play® and Clubstore®. or recently acquired, occupy leading positions in the heart of their catchment area. Retail First Klépierre owns iconic leading centers in 16 European countries, incuding As the principal landlord of most of the international retailers present Créteil Soleil and Val d’Europe (Paris), Saint-Lazare (Paris), Blagnac in Europe, Klépierre interacts regularly with them. These privileged (Toulouse) in France; Porta di Roma (Rome), Le Gru (Turin), Campania relationships enable Klépierre to facilitate their growth efficiently, whether (Naples), Nave de Vero (Venice) in Italy; L’esplanade (Louvain-la- this means optimizing their presence and their store format or offering Neuve) in Belgium; Field’s (Copenhagen), Emporia (Malmö), Oslo City new points of sale. They also foster acceleration in terms of upgrading (Oslo) in Scandinavia; Hoog Catharijne (Utrecht) in the Netherlands; the retail mix through a better understanding of the challenges and needs Maremagnum (Barcelona), Plenilunio, and La Gavia (Madrid) in Spain; of retail tenants. Nový Smíchov (Prague) in the Czech Republic; and Boulevard Berlin in Germany. Retail First consists of several initiatives that Klépierre implements as part of its leasing management. The main two are: Shop. Meet. Connect.™ > Rightsizing consists of ensuring that retailers are able to offer the right format at the right location. In many cases, it implies In early 2018, Klépierre adopted a new baseline that better expanding or reducing the size of their stores, and/or relocating encapsulates its vision of a mall: Shop. Meet. Connect™. Indeed, the them in more appropriate locations within a given shopping center; Group develops shopping centers as local hubs where people can: > Destination Food® is a comprehensive plan to develop and > Shop, because Klépierre is convinced that the type of physical enhance the food and beverage offer in Klépierre malls. retail it offers will continue to expand and flourish. Shoppers like going to Klépierre’s shopping centers because they are places where new products are best showcased and brand loyalty is actually built and strengthened. > Meet, because customers are looking for more than just shopping when they come to a mall. They are looking to have an experience. (1) Average population in the catchment areas of Klépierre’s shopping centers (30 min drive radius) weighted by their value as of December 31, 2017. (2) Average GDP per capita of the regions where Klépierre’s shopping centers are located weighted by their asset value as of December 31, 2017, vs. European GDP per capita average (Source: Eurostat, purchase power standard). (3) Average demographic growth between 2015 and 2025 in the catchment areas of Klépierre’s shopping centers weighted by their asset value as of December 31, 2017 (Source: Eurostat, Klépierre’s calculations). (4) In countries where Klépierre is positioned in Europe, including Turkey (Source: Eurostat). 4 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Klépierre’s strategy at a glance 1 Let’s Play® Targeted development and strict financial Let’s Play® sums up the positioning of the Klépierre malls. It consists discipline of promoting shopping as a game and infusing a “retailtainment” Based on a conservative approach to risk management and constant spirit, combining retail and entertainment, into all Klépierre shopping asset value enhancement, the Group’s development strategy centers. Marketing efforts are harmonized across the portfolio to favors the extension-refurbishment of shopping centers that have foster high-quality events and services that enrich the customer already carved out strong competitive positions. It does not rule out experience, always with a twist of fun. designing and developing new projects in its preferred regions that are exceptional due to their locations and quality. Clubstore® Klépierre also works to constantly improve its debt conditions and its Clubstore® is Klépierre’s comprehensive approach to the customer financial profile. Since April 2014, the Group has enjoyed a A- credit experience. The Group has developed a holistic set of detailed rating from Standard & Poor’s, placing it among the world’s top three standards with respect to 15 touch points with customers, from digital real estate companies. This financial strength is further buttressed by access to welcome desks, from parking to storefronts, from lighting robust operating results, a tightly-managed debt level, and a high level to sound & smell, from break zones to kids’ entertainment, etc. These of hedging, ensuring efficient access to the capital markets. standards are being rolled out across the portfolio to offer a sense of hospitality and a seamless journey to all who visit Klépierre malls. Corporate and social responsibility policy: Act for Good® Driven by strong convictions, Klépierre’s CSR approach integrates sustainable development at the heart of its performance. Through the implementation of its Act for Good® policy, Klépierre reconciles the requirements of operational excellence with environmental, societal, and social performance. As a key player in regional development, Klépierre is strengthening the appeal of its assets by ensuring that they are sustainably integrated into their environment. KLÉPIERRE 2017 REGISTRATION DOCUMENT 5

GROUP OVERVIEW 1 Key figures 1.2 Key figures 1.2.1 Activity indicators 3 VALUATION OF THE PROPERTY PORTFOLIO 3 GEOGRAPHICAL BREAKDOWN (in €m, total share, excluding transfer taxes) OF THE SHOPPING CENTER PROPERTY PORTFOLIO (in % of net rental income, total share) 23,770 4.0% (vs 4.0% in 2016) 36.6% 22,127 22,817 Germany (vs 36.8% in 2016) 4.6% (vs 4.3% in 2016) France-Belgium The Netherlands 10.6% (vs 10.4% in 2016) CEE & Turkey 10.2% (vs 9.3% in 2016) Iberia 16.0% (vs 17.1% in 2016) 18.1% (vs 18.0% in 2016) 2015 2016 2017 Scandinavia Italy KLÉPIERRE’S PROPERTY PORTFOLIO INCLUDES 155 SHOPPING CENTERS IN 16 COUNTRIES IN CONTINENTAL EUROPE VALUED AT €23.8 BILLION(1) AS OF DECEMBER 31, 2017. KLÉPIERRE SHOPPING CENTERS WELCOMED 1.1 BILLION VISITORS IN 2017(2). 3 MERCHANDIZING MIX 3 TOP 10 TENANTS (11.8% OF RENTS)(3) (as a % of rents) 5.5% (vs 5.3% in 2016) Services/Entertainment 1 H&M 6 Celio 9.4% (vs 9.5% in 2016) 2 Zara 7 C&A Household goods 46.8% 3 Sephora 8 McDonald’s 11.1% (vs 10.6% in 2016) (vs 47.9% in 2016) Health/Beauty Fashion 4 Media World 9 Bershka 5 Primark 10 Fnac 11.4% (vs 11.2% in 2016) Food/Restaurants 15.8% (vs 15.5% in 2016) Culture/Gifts/Leisure (1) Valuation excluding transfer taxes, including retail assets. (2) Stable compared to 2016. (3) Top 10 tenants represented 11.8% of rents in 2016 and 11.2% in 2015. 6 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Key figures 1 1.2.2 Social, societal and environmental key performance indicators 3 ENERGY EFFICIENCY IN KWH/VISIT 3 PROPORTION OF ELECTRICITY USAGE 2017/13 like-for-like basis (75% coverage): FROM RENEWABLE SOURCES 105 shopping centers and 3 702 432 sq.m 2017 current basis (98% coverage): 138 shopping centers and 5 027 646 sq.m 119 58% 60% 115 113 50% 2015 2016 2017 2015 2016 2017 3 GREENHOUSE GAS EMISSIONS IN gCO e/VISIT 3 PERCENTAGE OF CERTIFIED PROPERTIES « LOCATION-BASED » 2 2017 current basis (98% coverage): 2017/2013 like-for-like basis (75% coverage): 138 shopping centers and 5 027 646 sq.m 105 shopping centers and 3 702 432 sq.m 75% 65% 68% 148 143 135 2015 2016 2017 2015 2016 2017 3 TRAINING ACCESS RATE FOR KLÉPIERRE EMPLOYEES Share of employees that took at least one training over the year 90% 82% 71% 2015 2016 2017 KLÉPIERRE 2017 REGISTRATION DOCUMENT 7

GROUP OVERVIEW 1 Key figures 1.2.3 Financial key performance indicators (1) 3 REVENUES 3 DIVIDEND PER SHARE (in €m, total share) (in € per share) 1.96 (1) 1.70 1.82 1,295 1,300 1,3221,322 2015 2016 2017 2015 2016 2017 3 NET CURRENT CASH FLOW 3 LOAN-TO-VALUE (in € per share)(2) (net indebtedness divided by valuation of the property portfolio, total share, including taxes, as a %) 2.31 2.48 39.2% 2.17 36.8% 36.8% 2015 2016 2017 2015 2016 2017 (1) Submitted to a vote of the shareholders at their April 24, 2018 Meeting. (2) In the second half of 2016, Klépierre elected to apply the fair value method (IAS 40) for the recognition of its investment properties. 2015 figures were restated for this change in accounting principles. 8 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Key figures 1 1.2.4 Sectorial key performance indicators (EPRA format) The following performance indicators have been prepared in For more information on the definitions, methodology and calculations accordance with best practices as defined by EPRA (European Public of the below sectorial key performance indicators, please refer to Real Estate Association) in its Best Practices recommendations guide. section 2.8 of this registration document titled “EPRA performance This updated guide is available on the EPRA website: www.epra.com. indicators”. 3 EPRA EARNINGS 3 EPRA NAV & NNNAV (1) (in € per share) (in € per share) 36.7 37.6 39.6 2.23 2.39 34.7 35.2 2.10 33.2 2015 2016 2017 2015 2016 2017 EPRA NNNAV EPRA NAV 3 EPRA NET INITIAL YIELD 3 EPRA “TOPPED-UP” NET INITIAL YIELD (shopping centers) (shopping centers) 5.1% 4.9% 4.8% 5.2% 5.1% 4.9% 2015 2016 2017 2015 2016 2017 3 EPRA VACANCY RATE 3 EPRA COST RATIO (shopping centers) 3.8% 3.5% 20.4% 3.2% 18.3% 18.7% 18.3% 16.8% 16.7% 2015 2016 2017 2015 2016 2017 Including direct vacancy costs Excluding direct vacancy costs (1) In the second half of 2016, Klépierre elected to apply the fair value method (IAS 40) for the recognition of its investment properties. 2015 figures were restated for this change in accounting principles. KLÉPIERRE 2017 REGISTRATION DOCUMENT 9

GROUP OVERVIEW 1 Stock market and shareholder base 1.3 Stock market and shareholder base Klépierre shares are admitted to trading on compartment A of Euronext Paris. Shareholder base Stock information Klépierre’s largest shareholders are Simon Property Group, American ISIN code FR0000121964 group and world leader in the shopping center industry and APG, Mnemonic code LI a Netherlands-based pension fund firm. More than two-thirds are Trading market Euronext Paris – Compartment A free-float, mainly held by institutional investors. Number of shares 314,356,063 20,3 % Indexes SBF80, EURONEXT 100, S.I.I.C. FRANCE, CAC Simon Property Group ALL SHARES, CAC FINANCIALS, CAC REAL ESTATE, DJ STOXX 600, EPRA Eurozone, GPR 66,1 % 250 Index, CAC Next 20 Other shareholders Sustainable FTSE4Good, DJSI Europe & World index, STOXX® (free-float, including 13,5 % development indexes Global ESG Leaders, Euronext Vigeo France 20, treasury shares) APG Europe 120 & World 120, Ethibel Sustainability Index Excellence Europe and Global, CDP’s A List Data as of December 31, 2017. 2012 2013 2014 2015 2016 2017 Close price (in €) 30.020 33.685 35.730 40.990 37.345 36.665 Market capitalization (in €bn) 6.0 6.7 7.1 12.9 11.7 11.5 Year-on-year change +36.2% +12.2% +6.1% +14.7% -8.9% -1.8% % change in CAC 40 index +15.2% +18.0% -0.5% +8.5% +4.9% 9.30% % change in EPRA Eurozone index +21.8% +1.8% +18.1% +13.3% +1.0% 13.2% Source: Bloomberg. For more information, please refer to section 6 of this registration document, “Capital, Shareholding, General Meeting of Shareholders”. 10 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Background 1 1.4 Background Klépierre inception > 2014: Klépierre focuses on its best-performing shopping centers: sale of 126 retail galleries in France, in Spain and in Italy in April, five > 1990: Klépierre was formed from the demerger of Locabail- shopping centers in Sweden in July, and the remaining assets of Immobilier and its portfolio of operating leases. Since then, its Paris office portfolio during the first half. In all, nearly €3 billion Klépierre has owned, managed and developed shopping centers in non-core assets were sold in 2013 and 2014. As a result of the in France and Continental Europe. improvement of the Company’s profile, its financial structure > 1998: First international acquisition (Italy) and strengthening continued to strengthen, which led Standard & Poor’s to raise of the Company’s position resulting from the merger of its 51% Klépierre’s credit rating to A, placing it among the world’s top four shareholder, Compagnie Bancaire Group, with Paribas. rated real estate companies. In October 2014, Klépierre launched a public exchange offer for 100% of the ordinary shares of Corio, > 2000: Signature of an agreement with Carrefour to acquire a Dutch real estate company specialized in shopping centers, in 160 retail galleries adjoining its hypermarkets accompanied by order to create the leading pure player in shopping centers in property management and development partnerships. Continental Europe, with a unique platform of assets located in > 2002: Klépierre strengthens its position in Italy by acquiring regions offering the greatest potential in terms of economic and 11 retail galleries in partnership with Finim and concluding demographic growth. The proposed exchange ratio values Corio an agreement with Finiper to acquire a 40% stake in IGC in at €7.2 billion. This transaction was welcomed by the shareholders conjunction with a partnership for the joint development of new of both groups: 93.6% of Corio shareholders tendered their shares centers. in the public exchange offer that closed in January 2015. This acquisition was followed by the cross-border merger of Klépierre and Corio on March 31, 2015. The value of the property portfolio Growth with the option for SIIC of the new group was over €21 billion. Following this share-based transaction, Klépierre had three main shareholders: Simon Property status in 2003, a major acquisition Group with 18%, BNP Paribas and APG with 13.5% each. with Steen & Strøm > 2015: Acquisition of two top-tier assets for €720 million: Plenilunio, > 2003: Acquisition of 28 shopping centers in France, Spain, Italy, a dominant shopping center in Madrid and Oslo City, a leading Greece and Portugal and its first investment in the Czech Republic shopping center located in the heart of Norway’s capital. Klépierre (Nový Smíchov, Prague); option of the tax status available to continued to sell off non-core assets including, for example, a French REITs (sociétés d’investissement immobilier cotées or SIIC). portfolio of nine convenience shopping centers in the Netherlands for €730 million. BNP Paribas, Klépierre’s historic shareholder, sells > 2004-2006: Continued development of shopping centers, off its remaining shares on the market. As a result, Klépierre’s free- acquisitions in Hungary, Poland and first investment in Belgium. float exceeded 65% and, in December 2015, Klépierre joined the > 2008: A major historic acquisition by Klépierre with the support CAC 40, the main index of the Paris stock exchange. of its majority shareholder BNP Paribas: 56.1% of Steen & Strøm > 2016: Klépierre continues to ride on the waves of success after (shopping center real estate company with operations in Norway, the integration of Corio and synergies at various levels through Sweden and Denmark) in partnership with the Netherlands-based investments in its pipeline of development projects (in France: APG Pension Fund (43.9%). Val d’Europe in the Paris region, Prado in Marseille and in the > 2011: Ongoing development including among other things the Netherlands with Hoog Catharijne) with a focus on extensions opening of the Millénaire (Paris region) and the acquisition of offering more visibility. Through the disposal of close to Roques (Toulouse, France). €600 million in assets, Klépierre keeps on improving the average quality of its portfolio. > 2017: saw two emblematic openings of extension projects of Since 2012: 100% retail real estate strategy Klepierre. In April, 17 years after its establishment, Val d’Europe and creation of the leading European pure was extended over another 17,000 m², welcoming 30 new brands, including Primark, Uniqlo, Nike and NYX. In addition, the first play shopping center specialist phase of Hoog Catharijne redevelopment’s opening has confirmed > 2012-2013: Consolidation of the strategy as a pure player in its leading position as the most visited shopping center in the shopping centers in Continental Europe: disposal program of Netherlands (with 26 million visitors in 2017, up 10,5%). In May, mature assets and start of divestment from the office property Klépierre reinforced its position in Spain with the acquisition of segment for nearly €1.3 billion, and delivery of landmark Nueva Condomina, the leading shopping center in Murcia region. development projects including Saint-Lazare Paris (France) and At the same time, Klepierre disposed a total of €263 million assets, Emporia (Malmö, Sweden). Early 2012: Simon Property Group, mostly in Scandinavia, Spain and France. an American group and a world leader in the shopping center industry, acquires a 28% equity stake in Klépierre. BNP Paribas becomes the second largest shareholder with a 22% equity stake. KLÉPIERRE 2017 REGISTRATION DOCUMENT 11

GROUP OVERVIEW 1 Property portfolio as of December 31, 2017 1.5 Property portfolio as of December 31, 2017 1.5.1 Shopping centers Klepierre’s portfolio is made up of 155 shopping centers located in 16 countries in Continental Europe, at the end of 2017. The shopping centers (1) (2) represent a GLA of 5,956,309 sq.m (vs 5,849,175 sq.m in 2016) included 4,405,133 sq.m (vs 4,307,323 sq.m in 2016) of Rentable floor Area (RFA) . France-Belgique 46 shopping centers €9,188 million in valuation total share excluding duties €394.9 million in net rental income total share Gross Rentable EPRA Klépierre City, Renovation/ Acquired by leasable floor vacancy equity Région center Dpt Opening extension Klépierre Composition area area rate interest Annecy, Monoprix, H&M, Courier 74 2001 2001 Zara, Fnac, 19,271 19,271 0.0% 58.4% 40 units Clermont- R 1990 Fnac, Zara, Ferrand, Jaude 63 1980 R/E 2008 1990 H&M, 134 units 41,113 41,113 1.1% 100.0% R/E 2013 R/E 1997 Écully, 69 1972 + R 2001 Carrefour, Zara, 39,968 13,452 0.0% 83.0% Grand Ouest (parking) 77 units 2009 Auvergne – Givors, R 1997 Carrefour, Rhône-Alpes 2 Vallées 69 1976 R 2016 2001 Castorama, 32,528 19,565 0.1% 83.0% 38 units Grenoble, Carrefour, H&M, Grand’Place 38 1976 R/E 2002 2015 Zara, Fnac, 80,573 54,893 10.6% 100.0% 117 units Riom, Carrefour, 63 Riom Sud 63 1992 R/E 2012 2012 units & retail 34,613 15,333 6.5% 50.0% park 4 units Saint-Étienne, 42 1979 2015 Auchan, H&M, 33,741 28,180 7.6% 100.0% Centre 2 C&A, 86 units Valence, 26 1994 R 2007 2007 Fnac, H&M, 10,434 10,434 7.8% 100.0% Victor Hugo Zara, 38 unités Britanny Rennes, 35 1986 E 2010 2005 Monoprix, Fnac, 21,291 16,467 0.6% 100.0% Colombia R 2016 H&M, 71 units Burgundy – Besançon, Monoprix, H&M, Franche-Comté Les Passages 25 2015 2015 Mango, 14,341 14,341 1.8% 100.0% Pasteur 22 units Centre – Chartres, 28 1967 2001 Carrefour, 22,239 7,115 0.0% 83.0% Val de Loire La Madeleine 20 units Grand Est Metz, 57 1975 R 2015 2015 Simply Market, 19,000 16,894 20.7% 100.0% Saint-Jacques H&M, 98 units Valenciennes, Carrefour Hauts-de-France Place d’Armes 59 2006 2006 Market, H&M, 15,740 15,740 0.8% 100.0% Zara, 54 units (1) Total sales area (including the hypermarket if there is one), plus storage area and not including aisles and shared tenant space. (2) Gross leasable area owned by Klépierre and on which Klépierre collects rents. 12 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Property portfolio as of December 31, 2017 1 Gross Rentable EPRA Klépierre City, Renovation/ Acquired by leasable floor vacancy equity Région center Dpt Opening extension Klépierre Composition area area rate interest Aubervilliers, Carrefour, H&M, Le Millénaire 93 2011 2011 Tati, Toys“R”Us, 58,058 58,058 18.4% 50.0% Zara, 142 units Boulogne- Monoprix, Fnac, Billancourt, 92 2001 R 2013 2001 Zara, Mango, 23,163 23,163 0.7% 50.0% Passages 63 units Claye-Souilly, Carrefour, H&M, Les Sentiers 77 1992 E 2012 2001 Zara, Darty 50,739 33,757 2.7% 55.0% de Claye-Souilly 125 units Créteil, Carrefour, H&M, Créteil Soleil 94 1974 R/E 2000 1991 Primark, Zara, 123,536 91,912 3.4% 80.0% 233 units Drancy, 93 1995 2008 Carrefour, 23,332 12,533 24.0% 100.0% Avenir 56 units Marne-la- E 2003 Auchan, Vallée – Serris, 77 2000 E 2009 2000 Primark, H&M, 103,498 82,498 1.1% 55.0% Île-de-France Val d’Europe R/E 2017 Zara, Uniqlo 190 units Noisy-le-Grand, 93 1978 R 1992 1995 Carrefour, H&M, 57,560 42,699 3.5% 53.6% Arcades R/E 2009 Zara, 147 units Paris, Carrefour City, Saint-Lazare 75 2012 2012 Esprit, Mango, 12,275 12,275 1.2% 100.0% Paris 89 units Carrefour, Pontault- 77 1978 R/E 1993 2001 Darty, 61 units 45,827 31,335 3.6% 83.0% Combault + 6 retail park units Sevran, 93 1973 2003 Carrefour, Tati, 39,056 24,531 13.2% 83.0% Beau Sevran 85 units Carrefour, Darty, Villiers-en-Bière 77 1971 E 1971 2001 Decathlon, Zara, 55,645 30,645 7.3% 83.0% R 2016 82 units + 4 retail park units Caen, 14 1970 2015 Carrefour, 29,817 29,817 3.5% 100.0% Côte de Nacre 41 units Le Havre, 76 1999 2000 Fnac, Monoprix, 26,585 20,191 3.4% 50.0% Espace Coty 79 units Normandy Carrefour, H&M, Mondeville, 14 1995 2015 Mango, Tati, 37,217 17,727 0.4% 100.0% Mondeville 2 Toys“R”Us, 85 units Tourville-la- 76 1990 R 2008/ 2007 Carrefour, 17,931 7,231 0.0% 85.0% Rivière 2011 58 units Angoulême, 16 2007 2007 H&M, Zara, JD 16,096 16,096 11.0% 100.0% Champ de Mars Sport, 44 units Bègles, 33 1995 2010 1996 Carrefour, H&M, 52,271 29,471 0.7% 52.0% Rives d’Arcins R/E 2013 Zara, 134 units Nouvelle Bègles, Rives Aquitaine d’Arcins, 33 2010 Retail park, 34,804 34,804 0.0% 52.0% Les Arches 20 units de l’Estey Bordeaux, 33 1985 R 1999/ 1995 Monoprix, 8,670 8,670 19.2% 100.0% Saint-Christoly 2004 32 units KLÉPIERRE 2017 REGISTRATION DOCUMENT 13

GROUP OVERVIEW 1 Property portfolio as of December 31, 2017 Gross Rentable EPRA Klépierre City, Renovation/ Acquired by leasable floor vacancy equity Région center Dpt Opening extension Klépierre Composition area area rate interest E. Leclerc, Blagnac 31 1993 R/E 2009 2004 H&M, Uniqlo, 72,878 72,878 0.1% 53.6% Zara, 129 units Lattes, 34 1986 R/E 1993 2002 Carrefour, 26,051 14,251 0.0% 83.0% Grand Sud 71 units Géant Casino, Montpellier, H&M, Zara, Odysseum 34 2009 2009 97 units + pôle 72,324 52,324 0.9% 100.0% ludique, 29 units Galeries Nailloux Outlet 31 2011 2015 Lafayette 23,312 23,312 22.2% 75.0% Occitanie Village Outlet, Nike, 114 units Portet-sur- Carrefour, Garonne, 31 1972 R/E 1990 2001 Mango, 42,709 24,709 4.1% 83.0% Grand Portet 111 units E. Leclerc, Zara, Roques-sur- R/E H&M, New Garonne 31 1995 2008-2009 2011 Yorker, Tati, 50,700 38,200 7.8% 100.0% 95 units & retail park E. Leclerc, Gulli Saint-Orens 31 1991 R/E 2008 2004 Park, Zara, 38,793 38,793 9.0% 53.6% 103 units Cholet Galeries Pays de la Loire La Seguiniere 49 2005 2015 Lafayette 8,275 8,275 15.0% 100.0% Outlet Outlet, Guess Outlet, 38 units R 1991/ Galeries Marseille, 13 1977 R 1997/ 1990 Lafayette, Fnac, 45,325 22,205 15.1% 50.0% Bourse E 2015/ 77 units R 2016 Marseille, Carrefour, H&M, Grand Littoral 13 1996 R 2013 2015 Primark, Zara, 94,828 58,682 11.3% 100.0% 185 units Provence-Alpes- Marseille, Carrefour, Côte d’Azur Le Merlan 13 1976 R 2006 2003 54 units 20,295 8,124 12.3% 100.0% Nice, Nice TNL 06 1981 R 2005 2015 Carrefour, 21,266 11,166 7.0% 100.0% 64 units Toulon, 83 1990 2015 Carrefour, Fnac, 32,454 19,188 3.2% 40.0% Centre Mayol Zara, 99 units Vitrolles, 13 1970 R 2008 2001 Carrefour, 44,872 24,347 0.0% 83.0% Grand Vitrolles 80 units TOTAL FRANCE 1,795,014 1,296,665 3.5% 3 BELGIUM Gross EPRA Klépierre Renovation/ Acquired by leasable Rentable vacancy equity Region City, center Opening extension Klépierre Composition area floor area rate interest Walloon Brabant Louvain-la-Neuve, 2005 2005 Delhaize, Fnac, 55,905 55,905 0.2% 100.0% L’esplanade H&M, Zara, 155 units TOTAL BELGIUM 55,905 55,905 0.2% TOTAL FRANCE-BELGIUM 1,850,919 1,352,570 3.3% 14 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Property portfolio as of December 31, 2017 1 3 MISCELLANEOUS ASSETS EPRA Klépierre City, Gross Rentable vacancy equity Region center Dpt Composition leasable area floor area rate interest Britanny Vannes 56 Mim, Pimkie, MS Mode 1,325 1,325 0.0% 100.0% Nouvelle Coutume Burgundy – Marzy (Nevers) 58 Jouet Land, 3 restaurants 2,084 2,084 0.0% 100.0% Franche-Comté Cora Shopping center Hauts-de-France Creil (Beauvais) 60 (Géant + 36 units) 17,567 4,067 0.0% 100.0% excluding retail park Creil, Forum Rebecca 60 9 units 8,865 8,865 2.7% 70.0% Île-de-France Orgeval, Capteor 78 5 units 8,857 8,857 0.0% 100.0% Normandy Dieppe 76 Belvédère Shopping center 5,729 5,729 2.8% 20.0% Nouvelle Aquitaine Mérignac 33 Darty, Flunch, McDonald’s 7,591 7,591 0.0% 83.0% Carcassonne 11 Salvaza Shopping center 11,563 4,963 5.6% 37.0% Occitanie Carcassonne 11 McDonald’s 1,662 1,662 0.0% 37.0% Sète Balaruc 34 Carrefour Shopping center 16,620 3,901 0.0% 38.0% TOTAL MISCELLANEOUS ASSETS 81,863 49,044 Italy 36 shopping centers €3,940 million in valuation total share excluding duties €195.2 million in net rental income total share Gross EPRA Klépierre Renovation/ Acquired by leasable Rentable vacancy equity Region City, center Creation extension Klépierre Composition area floor area rate interest Citta S. Angelo, 1995 R/E 2010 2002 IPER, 76 units 33,974 19,401 1.0% 83.0% Pescara Nord Abruzzo Colonnella (Teramo), Val 2000 R/E 2007 2002 IPER, 60 units 28,673 15,819 4.0% 100.0% Vibrata Basilicata Matera 1999 2003 Ipercoop, 7 units 10,024 1,573 0.0% 100.0% Campania Naples, 2007 E 2014 2015 Carrefour, Zara, 87,230 72,230 0.9% 100.0% Campania H&M, 225 units Bologne, Shopville 1993 2015 Carrefour, 38,838 13,994 0.4% 100.0% Gran Reno 80 units Modena, 1996 2015 Ipercoop, 39,815 19,815 0.0% 100.0% Grand Emilia 89 units Emilia- Savignano s. IPER, H&M, Romagna Rubicone (Rimini), 1992 R/E 2014 2002 Zara, 79 units 45,798 20,816 0.6% 100.0% Romagna Center Savignano s. Retail park, Rubicone (Rimini), 2004 2011 Decathlon, 30,498 30,498 0.0% 100.0% Parco Romagna 22 units Friuli Venezia Udine, IPER, H&M, Giulia Citta Fiera 1992 E 2015 2015 Mango, Zara, 105,048 47,665 4.7% 49.0% 200 units Auchan, Rome, 2007 R 2013/ 2015 Decathlon, 93,251 73,251 0.6% 50.0% Porta di Roma 2016 H&M, Zara, 274 units Lazio Rome, Carrefour, H&M, La Romanina 1992 R/E 2009 2002 115 units 31,832 19,582 4.5% 83.0% Rome, 2004 2005 Carrefour, Zara, 25,708 11,619 3.4% 100.0% Tor Vergata 64 units KLÉPIERRE 2017 REGISTRATION DOCUMENT 15

GROUP OVERVIEW 1 Property portfolio as of December 31, 2017 Gross EPRA Klépierre Renovation/ Acquired by leasable Rentable vacancy equity Region City, center Creation extension Klépierre Composition area floor area rate interest Assago (Milan), 1988 E 2004/2005 2005 Carrefour, Zara, 49,901 24,757 1.4% 100.0% Milanofiori R 2017/2018 95 units Bergamo, Brembate 1977 R 2002 2002 IPER, 23 units 13,003 2,190 0.0% 100.0% Bergamo, Seriate, 1990 R/E 2001 2002 IPER, 55 units 32,375 10,861 0.0% 100.0% Alle Valli & 2008 Como, Grandate 1999 2002 IPER, 16 units 11,037 2,239 0.0% 100.0% Cremona IPER, H&M, (Gadesco), 1985 2002 63 units 31,647 6,145 0.0% 100.0% Cremona Due Lonato, 2007 2008 IPER, H&M, 47,753 30,225 0.0% 50.0% Il Leone di Lonato Zara, 129 units Milan, Globo I-II-III 1993, E 2006 2015 IPER, H&M, 58,491 30,472 2.7% 100.0% 2001, 2004 Zara, 140 units Novate Milanese, 1999 R 2011/ 1999 Ipercoop, 30,619 16,619 0.9% 95.0% Metropoli 2012 87 units Lombardy Pavia, Montebello IPER, H&M, della Battaglia, 1974 E 2005 2002 Zara, 61 units 65,250 43,677 0.0% 100.0% Montebello + retail park 13 units Roncadelle Auchan, (Brescia), 1996 R 2016 1998 75 units 36,787 13,561 7.2% 95.0% Le Rondinelle Settimo Milanese, 1995 E 2003 1999 Coop, 27 units 9,725 9,725 3.9% 95.0% Settimo Solbiate Olona, 2002 R 2006 2005 IPER, 28 units 17,412 4,351 0.0% 100.0% Le Betulle Varese, 1988 E 2006/ E 2012 2002 IPER, H&M, 26,567 10,029 0.0% 100.0% Belforte 41 units Vignate (Milan), 2002 2003 Ipercoop, 40,762 20,054 1.4% 95.0% Acquario center 58 units Vittuone, 2009 2009 IPER, H&M, 31,274 16,142 0.0% 50.0% Il Destriero 66 units Senigallia, 1999 R 2011 2015 Ipercoop, 19,788 7,388 0.0% 100.0% Marche Il Maestrale 39 units Pesaro, 2000 R 2008 2002 IPER, 36 units 19,814 8,601 1.0% 100.0% Rossini Center Collegno (Turin), 2003 2003 Carrefour, 19,951 6,360 4.1% 100.0% La Certosa 39 units Moncalieri (Turin) 1998 R/E 2000 2002 Carrefour, 12,756 5,816 3.3% 83.0% R 2009 27 units Piedmont Serravalle Scrivia, 2003 2004 IPER, 33 units 23,908 7,972 4.6% 100.0% Serravalle Turin, 1994 R 2013 2015 Carrefour, Zara, 78,500 49,177 0.4% 100.0% Shopville Le Gru 222 units Lecce, 2001 2005 Conad, 27 units 18,821 5,805 0.1% 100.0% Cavallino Cagliari, Carrefour, Sardinia Le Vele & 1998 R 2013 2015 83 units 44,194 32,194 1.6% 100.0% Millennium Venise, 2014 2015 Coop, Zara, 38,529 38,529 0.0% 100.0% Veneto Nave de Vero 139 units Vérone, 2006 2008 IPER, H&M, 31,258 16,391 0.7% 50.0% Le Corti Venete Zara, 76 units TOTAL ITALY 1,380,811 765,543 1.2% 16 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Property portfolio as of December 31, 2017 1 Scandinavia 18 shopping centers €3,892 million in valuation total share excluding duties €172.6 million in net rental income total share 3 NORWAY Gross EPRA Klépierre City, Renovation/ Acquired by leasable Rentable vacancy equity center Creation extension Klépierre Composition area floor area rate interest Ås, 1996 1999 2008 Coop, H&M, Elkjøp, 83 units 40,834 40,834 1.5% 56.1% Vinterbro Senter R 2013 Drammen, 1986, 2000, XXL, Meny, Lefdahl, G-Sport, H&M, Gulskogen Senter 1985 2008, 2009, 2008 118 units 38,713 38,713 0.8% 56.1% 2010 Hamar, 1986 1988, 1992, 2008 Meny, H&M, G-Max, 74 units 20,750 20,750 3.6% 56.1% Maxi Storsenter 2000, 2006 Haugesund, 1997 1997 2008 H&M, Cubus, Kappahl, 68 units 24,850 14,850 1.2% 56.1% Amanda Larvik, Nordbyen 1991 2006 2008 Meny, H&M, Clas Ohlson, 58 units 15,748 15,748 2.6% 28.1% Lørenskog, 1988 2007, 2008, 2008 Coop, H&M, Jernia, 116 units 51,954 51,954 4.1% 28.1% Metro Senter 2009 Stavanger, Arkaden 1993 2005, 2010 2008 H&M, Cubus, New Yorker, 54 units 22,310 20,077 8.0% 56.1% Torgterrassen Tønsberg, 1997 2002, 2006, 2008 H&M, Meny, Clas Ohlson, 96 units 36,856 32,606 1.8% 56.1% Farmandstredet 2008 Tromsø, 1998 2008 H&M, KappAhl, Vinmonopolet, 11,659 11,659 2.4% 56.1% Nerstranda 47 units Oslo, 1988 2015 H&M, Meny, KappAhl, Cubus, 22,887 22,887 1.1% 56.1% Oslo City 87 units TOTAL NORWAY 286,561 270,078 2.2% 3 SWEDEN Gross EPRA Klépierre City, Renovation/ Acquired by leasable Rentable vacancy equity center Creation extension Klépierre Composition area floor area rate interest Borlänge, 1989 1995, 2005 2008 ICA, H&M, KappAhl, Lindex, New 44,600 44,600 4,6% 56,10% Kupolen Yorker, Stadium, 101 units Malmö, ICA, Willys, Hollister, Apple, H&M, Emporia 2012 2008 KappAhl, Lindex, New Yorker, 67,200 67,200 2,9% 56,10% Stadium, Zara, 186 units Örebro, H&M, Jula, Clas Ohlson, Cubus, Marieberg 1988 2009 2008 KappAhl, Lindex, Stadium, 32,800 32,800 1,9% 56,10% 102 units Partille, 2006 2008 ICA, Willys, H&M, Clas Ohlsson, 42,600 42,600 0,0% 56,10% Allum Stadium, Lindex, KappAhl, 112 units Kristianstad, 2013 2015 2013 Coop, Stadium, Clas Ohson, 20,139 20,139 26,0% 56,10% Galleria Boulevard 51 units TOTAL SWEDEN 207,339 207,339 3,7% KLÉPIERRE 2017 REGISTRATION DOCUMENT 17

GROUP OVERVIEW 1 Property portfolio as of December 31, 2017 3 DENMARK Gross EPRA Klépierre City, Renovation/ Acquired by leasable Rentable vacancy equity center Creation extension Klépierre Composition area floor area rate interest Aarhus, 2003 2008 H&M, 100 units 33,800 33,800 1.9% 56.1% Bruun’s Galleri Copenhague, 2004 E 2015 2008 Bilka, H&M, Toys“R”Us, Zara, 89,396 89,396 4.0% 56.1% Field’s 140 units Viejle, 2008 2008 H&M, 70 units 23,298 23,298 12.7% 56.1% Bryggen TOTAL DENMARK 146,494 146,494 4.0% TOTAL SCANDINAVIA 640,394 623,911 3.1% Iberia 19 shopping centers €2,259 million in valuation total share excluding duties €110.0 million in net rental income total share 3 SPAIN Gross EPRA Klépierre City, Renovation/ Acquired by leasable Rentable vacancy equity Region center Creation extension Klépierre Composition area floor area rate interest Andalusia Jaén, 1991 E 1994 2015 Carrefour, H&M, 29,616 11,747 1.4% 100.00% La Loma Zara, 51 units Oviedo, Carrefour, Dreamfit, Asturias Los Prados 2002 2003 Cortefiel, Yelmo 39,716 24,699 13.6% 83.00% cinema, 94 units Santa Cruz Carrefour, C&A, Canary Islands de Tenerife, 2003 R 2015 2003 Primark, H&M, 42,944 27,361 0.1% 83.00% Meridiano Yelmo Cineplex, Zara, 109 units Barcelona, H&M, Lefties, Catalonia Maremagnum 1995 R 2012 2015 Victoria’s Secret, 22,542 22,542 0.0% 100.00% 154 units Parla, 1995 R 2012 2015 Carrefour, Sprinter, 21,809 8,608 17.2% 100.00% El Ferial Cortefiel, 64 units Madrid, Carrefour, Gran Via de 1992 E 2001 2015 Toys“R”Us express, 20,317 6,317 8.1% 100.00% Hortaleza Burger King, 69 units Madrid Carrefour, IKEA, Vallecas, 2008 R 2012-2013 2008 Primark, Zara, 86,356 50,191 0.6% 100.00% Madrid La Gavia H&M, Fnac, Cinesa, 196 units Mercadona, Madrid, E 2007 Primark, Zara, H&M, Plenilunio 2006 R 2017 2015 O2 Wellness, Yelmo 70,563 70,563 1.5% 100.00% Cines, Sprinter, Mango, 192 units Madrid, 2004 2015 H&M, Mango, Zara, 28,976 28,976 1.4% 100.00% Principe Pio Cinema, 115 units Leroy Merlin, Murcie, Nueva Cinesa, Primark, Murcia Condomina 2006 R 2014 2017 Media Markt, Fnac, 110,222 110,222 7.7% 100.00% H&M, Zara, Apple, 201 units Valence, Carrefour, Dreamfit, Valencia Gran Turia 1993 R 2008 2015 Sprinter, Cortefiel, 58,259 20,574 26.5% 100.00% 91 units Vinaroz 2003 2003 Carrefour, 15 units 24,318 870 5.9% 83.00% TOTAL SPAIN 555,638 382,670 3.1% 18 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Property portfolio as of December 31, 2017 1 3 PORTUGAL Gross EPRA Klépierre City, Renovation/ Acquired by leasable Rentable vacancy equity Region center Creation extension Klépierre Composition area floor area rate interest Lisbon, Continente, Worten, Telheiras 1990 2003 Aki, Toys“R”Us, 31,838 15,297 3.1% 100.0% Lisbon 33 units Loures, Continente, AKI, Loures 2002 2002 Decathlon, Worten, 36,003 17,370 8.3% 100.0% 71 units Braga, Minho Continente, Worten, Center 1997 R 2011 2006 Sport Zone, 22,424 9,602 9.6% 100.0% Toys“R”Us, 65 units Gondomar Jumbo, Leroy (Porto), 2003 2003 Merlin, Zara, 63,569 49,751 6.1% 100.0% Parque Mediamarkt, North Nascente Primark, 135 units Vila Nova de Continente, Worten, Gaia (Porto), 1990 R 2011 2003 36 units 21,909 5,189 27.1% 100.0% Gaia Jardim Guimarães, Jumbo, H&M, Zara, Espaço 2009 2015 150 units 48,712 32,882 12.0% 100.0% Guimarães Portimão, Jumbo, Primark, South Aqua 2011 2011 H&M, 118 units 35,056 23,328 4.9% 50.0% Portimão TOTAL PORTUGAL 259,511 153,419 7.6% TOTAL IBERIA 815,149 536,089 4.2% Central Europe and Turkey 26 shopping centers €1,741 million in valuation total share excluding duties €113.8 million in net rental income total share 3 POLAND Gross EPRA Klépierre Renovation/ Acquired leasable Rentable vacancy equity City, center Creation extension by Klépierre Composition area floor area rate interest Lublin, 2007 2007 TK Maxx, H&M, Stokrotka, 25,669 25,669 2.5% 100.0% Lublin Plaza Cinema City, Reserved, 97 units Cinema City, IMAX, Zara, H&M, Poznan, 2005 R 2015 2005 Piotr i Paweł, Komputronik, 29,416 29,416 0.0% 100.0% Poznan Plaza Reserved, Smyk, Go Sport, 126 units Ruda Slaska, 2001 R 2008 2005 Carrefour, Reserved, CCC, H&M, 14,780 14,780 1.4% 100.0% Ruda Slaska Plaza 44 units Rybnik, 2007 2007 Cinema City, H&M, CCC, Reserved, 18,453 18,453 1.5% 100.0% Rybnik Plaza RTV EURO AGD, 58 units Sosnowiec, 2007 2007 Stokrotka, Cinema City, Reserved, 13,121 13,121 7.4% 100.0% Sosnowiec Plaza Empik, 57 units Warsaw, 2000 2005 Carrefour Market, Cinema City, 26,329 26,329 0.0% 100.0% Sadyba Best Mall H&M, 101 units TOTAL POLAND 127,768 127,768 1.1% KLÉPIERRE 2017 REGISTRATION DOCUMENT 19

GROUP OVERVIEW 1 Property portfolio as of December 31, 2017 3 HUNGARY Gross EPRA Klépierre City, Renovation/ Acquired leasable Rentable vacancy equity center Creation extension by Klépierre Composition area floor area rate interest Budapest, CBA, Libri, H&M, Müller, Corvin 2010 2009 Reserved, Decathlon, CCC, 34,490 34,490 4.2% 100.0% 92 units Budapest, Cinema City, Media Saturn, Duna Plaza 1996 R 2002 2004 CBA, H&M, Reserved, Libri, 47,159 47,159 4.1% 100.0% 147 units Gyor, 1998 R 2008 2004 Cinema City, CBA, Euronics, 15,199 15,199 0.0% 100.0% Gyor Plaza 61 units Miskolc, 2000 2004 Cinema City, C&A, H&M, 14,726 14,726 0.7% 100.0% Miskolc Plaza Reserved, Euronics, 85 units Nyiregyhaza, 2000 2004 Cinema City, H&M, CCC, 13,997 13,997 4.1% 100.0% Nyir Plaza 63 units Székesfehérvar, 1999 2004 Cinema City, C&A, H&M, Hervis, 15,080 15,080 0.0% 100.0% Alba Plaza 63 units TOTAL HUNGARY 140,651 140,651 2.4% 3 CZECH REPUBLIC Gross EPRA Klépierre City, Renovation/ Acquired leasable Rentable vacancy equity center Creation extension by Klépierre Composition area floor area rate interest Plzeň, 2007 2008 Cinema City, H&M, Supermarket 19,583 19,583 4.2% 100.0% Plzeň Plaza Albert, 99 units Prague, 2006 2006 Tesco, Datart, Lindex, 26,926 26,926 1.8% 100.0% Novodvorská Plaza Sportisimo, H&M, 109 units Prague, 2001 R 2011 2001 Tesco, C&A, Cinema City, H&M, 57,205 38,477 0.6% 100.0% Nový Smíchov Zara, M&S, 170 units TOTAL CZECH REPUBLIC 103,714 84,986 1.2% 3 TURKEY Gross EPRA Klépierre City, Renovation/ Acquired leasable Rentable vacancy equity center Creation extension by Klépierre Composition area floor area rate interest Adapazari, 2007 2015 Carrefour, Tekzen, LCW, 25,302 25,302 11.4% 100.0% Adacenter Playland, 72 units Ankara, 2008 2015 Migros, Koçtaş, LCW, Joker, 27,706 23,759 9.8% 100.0% 365 112 units Bursa, IKEA, Carrefour, Koçtaş, Anatolium 2010 2015 Mediamarkt, H&M, Kahve 83,343 83,343 10.2% 100.0% Dünyası, Koton, LCW, 156 units Denizli, 2007 2009 2015 Carrefour, Mediamarkt, Joypark, 50,590 50,590 12.0% 51.0% Teras Park Koton, Avsar, 113 units Istanbul, 1993 2010 2015 Wepublic, Macrocenter, Zara, 34,430 33,242 4.9% 46.9% Akmerkez Papermoon, 166 units Tarsus, 2012 2015 Kipa, Koton, LCW, Teknosa, Nike 27,625 27,625 12.3% 100.0% Tarsu 83 units Tekirdağ, 2008 2017 2015 Carrefour, Teknosa, Boyner, 34,649 34,649 2.1% 100.0% Tekira LCW, Defacto, Koton, 86 units TOTAL TURKEY 283,646 278,510 7.3% 3 GREECE Gross EPRA Klépierre City, Renovation/ Acquired leasable Rentable vacancy equity center Creation extension by Klépierre Composition area floor area rate interest Patras 2002 2003 Sklavenitis, Kotsovolos, 17,495 8,736 5.7% 83.0% Intersport, 26 units Thessalonique, 1995 R 2014 2003 Sklavenitis, 14 units 20,859 996 6.7% 83.0% Efkarpia Thessalonique, 2000 R 2005-2012 2001 Sklavenitis, Ster cinemas, 34,797 14,984 11.0% 83.0% Makedonia Orchestra, 37 units TOTAL GREECE 73,151 24,716 8.7% 20 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Property portfolio as of December 31, 2017 1 3 SLOVAKIA Gross EPRA Klépierre City, Renovation/ Acquired leasable Rentable vacancy equity center Creation extension by Klépierre Composition area floor area rate interest Bratislava, 2000 2000 Carrefour, Nay, McDonald’s, 26,089 12,289 4.4% 100.0% Danubia 43 units TOTAL SLOVAKIA 26,089 12,289 4.4% TOTAL CENTRAL & EASTERN EUROPE AND TURKEY 755,019 668,920 3.9% THE NETHERLANDS 5 shopping centers €1,330 million in valuation total share excluding duties €49.3 million in net rental income total share Gross EPRA Klépierre City, Renovation/ Acquired leasable Rentable vacancy equity Region center Creation extension by Klépierre Composition area floor area rate interest Rotterdam, Albert Heijn, H&M, Alexandrium 1984 R 2001 2015 HEMA, Zara, 46,885 45,456 4.7% 100.0% Zuid-Holland 129 shops Rotterdam, Albert Heijn, Gall Markthal 2014 2015 and Gall, Etos, 11,680 11,680 10.4% 100.0% 68 shops Utrecht, Media Markt, H&M, Utrecht Hoog 1973 R/E 2015 2015 C&A, Zara, 85,703 57,993 0.0% 100.0% Catharijne 108 shops Goossens Wonen, Noord- Amsterdam, 2001 R 2008 2015 Piet Klerkx, 79,310 54,781 14.3% 100.0% Holland Villa Arena Perry Sport, 51 shops t Circus Primark, Van Haren, Flevoland Almere 2009 R 2012 2015 Amazing Oriental, 29,831 27,581 3.4% 100.0% 76 shops TOTAL THE NETHERLANDS 253,408 197,490 6.0% GERMANY 5 shopping centers €1,066 million in valuation total share excluding duties €42.8 million in net rental income total share Gross EPRA Klépierre City, Renovation/ Acquired leasable Rentable vacancy equity Region center Creation extension by Klépierre Composition area floor area rate interest Berlin, Karstadt, Saturn, Berlin Boulevard 2013 R/E 2013 2015 H&M, Zara, 87,258 87,258 5.1% 95.0% Berlin 148 units Arneken Saturn, H&M, DM, Niedersachsen Galerie 2012 R/E 2012 2015 92 units 27,613 27,613 12.7% 95.0% Hildesheim Duisburg, Karstadt, Saturn, Nordrhein Forum 2008 R/E 2008 2015 C&A, 82 units 59,209 59,209 1.0% 95.0% Westfalen Duisburg Duisburg, 2011 R/E 2011 2015 H&M, Intersport, 18,616 18,616 20.0% 95.0% Königsgalerie Mango, 61 units Dresden, Primark, Zara, Sachsen Centrum 2009 R/E 2012 2015 Karstadt Sports, 67,915 67,915 5.3% 95.0% Galerie Mango, 98 units TOTAL GERMANY 260,609 260,609 5.9% KLÉPIERRE 2017 REGISTRATION DOCUMENT 21

GROUP OVERVIEW 1 Property portfolio as of December 31, 2017 1.5.2 Retail assets Gross leaseable Portfolio Region/City Composition area Buffalo Grill Throughout France 102 restaurants 58,026 43 store premises of which: Vivarte Throughout France - 33 store premises operated by La Halle 43,366 - 10 store premises operated by La Halle aux Chaussures King Jouet Throughout France 20 stores 17,414 Défi Mode Throughout France 25 stores 24,488 Sephora Metz 1 store premises operated by Sephora 717 28 store premises of which: Diversified assets Throughout France - 4 store premises operated by Action 38,809 - 3 Leader Price supermarkets - 2 stores operated by Delbard Other assets Throughout France 27 store premises 24,757 TOTAL RETAIL ASSETS THROUGHOUT FRANCE 247 ASSETS 207,577 1.5.3 Overview of valuation reports prepared by Klépierre’s independent external appraisers General context of the valuation The Market Value defined below generally matches the Fair Value defined in IFRS Standards, and particularly in IFRS 13. Context and instructions Basis of valuation In accordance with Klépierre’s (“the Company”) instructions as detailed in the signed valuation contracts between Klépierre and Our valuations correspond to the market value and are reported to the the valuers, we have valued the assets held by the Company, taking Company as both net values (market value after deduction of transfer account of their ownership (freehold, ground lease, etc.). This duties and costs) and gross values (market value before deduction of Summary Report has been prepared for inclusion in the Company’s transfer duties and costs). registration document. The valuations were undertaken by our valuation teams in each of Valuation considerations and assumptions the various countries and have been reviewed by the Pan European valuation teams. In order to estimate the market value for each asset, Information we have not only taken into consideration domestic retail investment transactions but have also considered transactions on a European The Company’s management were asked to confirm that the level. We confirm that our valuations have been prepared in a similar information provided relating to the assets and tenants is complete way to other valuations undertaken in Europe, in order to maintain and accurate in all material respects. Consequently, we have assumed a consistent approach and to take into consideration all the market that all relevant information known by Company employees that could transactions and information available. impact value has been made available to us and that this information is up to date in all material respects. This includes running costs, works The valuations are based on the discounted cash flow method and undertaken, financial elements, including doubtful debt, turnover rents, the capitalization method, which are regularly used for these types lettings signed or in the process of being signed and rental incentives, of assets. in addition to the list of let and vacant units. Our valuations were performed as of December 31, 2017. Floor areas Reference documents and general principles We have not measured the assets and have therefore based our We confirm that our valuations were performed in accordance with the valuations on the floor areas that were provided to us. appropriate sections of the 9th Edition of the RICS Valuation Standards (the “Red Book”). This is an internationally accepted valuation basis. Environmental analysis and ground conditions Our valuations are compliant with the IFRS accounting standards and We have not been asked to undertake a study of ground conditions IVSC guidance. The valuations have also been prepared on the basis nor an environmental analysis. We have not investigated past events in of the AMF recommendations on the presentation of valuations of order to determine if the ground or buildings have been contaminated. real estate assets owned by listed companies, published on February Unless provided with information to the contrary, we have worked on 8, 2010. Furthermore, they take into account the recommendations the assumption that the assets are not and should not be affected of the Barthès de Ruyter report on valuation of real estate owned by by ground pollution and that the state of the land will not affect their listed companies, published in February 2000. current or future usage. We confirm that we have prepared our valuations as external and independent valuers as defined by the Red Book standards published by RICS. We confirm that the appraisal has been performed in accordance with the principles of IFRS 13: we have appraised the highest and best use of each asset. 22 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Property portfolio as of December 31, 2017 1 Urban planning Condition of the assets We have not studied planning consents or other permits and have We have taken note of the general condition of each asset during our assumed that the assets have been built and are occupied and used in inspection. Our engagement does not include a building or structural conformity with all necessary authorizations and that any outstanding survey but we have indicated in our report, where applicable, any legal issues have been resolved. We have assumed that the layout of maintenance problems which were immediately apparent during our assets conforms to legal requirements and town planning regulations, inspection. The assets have been valued based on the information concerning among other things the structural materials, fire safety provided by the Company according to which no deleterious material and health and safety. We have also assumed that any extensions in was used in their construction. progress are being undertaken in line with town planning rules and that all necessary authorizations have been obtained. Taxation Title deeds and tenancy schedules Our valuations were performed without taking into account potential sales or legal fees or taxes which would come into effect in the case We have relied upon the tenancy schedules, summaries of additional of a transfer. The rental and market values produced are net of VAT. revenues, non recoverable charges, capital projects and the business plans which were provided to us. We have assumed, with the exception Confidentiality and disclosure of what may be mentioned in our individual asset reports, that the assets are not inhibited by any restriction which could impede a sale Finally, and in accordance with our standard practice we confirm that and that they are free from any restrictions or charges. We have not our valuation reports are confidential and are addressed solely to the read the title deeds and have taken as correct the rental, occupational Company. We accept no liability to third parties. Neither the whole and all other pertinent information that has been provided to us by reports, nor any extracts may be published in a document, declaration, the Company. memorandum or statement with any third party without our written consent as regards the form and context in which this information may appear. In signing this Summary Report, the valuation firms accept no liability for the valuations carried out by the other firms. Jean-Philippe CARMARANS Head of Valuation France Cushman & Wakefield Jean-Claude DUBOIS Chairman BNP Paribas Real Estate Valuation France Gareth SELLARS Chairman Jones Lang LaSalle Expertises Anne DIGARD President Valuation CBRE KLÉPIERRE 2017 REGISTRATION DOCUMENT 23

GROUP OVERVIEW 1 Simplified organization chart as of December 31, 2017 1.6 Simplified organization chart as of December 31, 2017 Shopping centers France Klécar France 83 Progest 100 Real estate business Klécar Europe Sud 83 Klépierre Klépierre Klépierre Brand Klépierre Procurement Klépierre Financière Management 100 Ventures 100 Gift Cards 100 International 100 Finance 100 Corio 100 Belgium Real estate business 100 Klépierre Management Klépierre Finance Belgique 100 Belgique 100 Spain Real estate Klépierre business > 80 Molina 100 Klépierre Management Espana 100 Italy Corio Real estate Kléfin Klécar Italia 83 Fonds K2 95 Clivia SPA 50 Italia 100 business 100 ISCI 50 Italia 100 Klépierre Management Klépierre Finance Italia 100 Italia 100 Portugal Real estate business 100 Klépierre Management Portugal 100 Luxembourg Holding Klégé 50 Reluxco 100 Greece Real estate business 100 Klépierre Management Hellas 100 The Klépierre Klépierre Real estate Netherlands Capucine B.V. 100 Nordica B.V. 100 Nederland B.V. 100 business 100 Klépierre Management Nederland B.V. 100 Turkey Real estate business Germany Real estate business Klépierre Management Deutschland 100 Poland Real estate business 100 Klépierre Management Polska 100 Hungary Real estate business 100 Klépierre Management Klépierre Finance Magyarorszag 100 Hungary 100 Czech Real estate Republic business 100 Klépierre Management Ceska Republika 100 Slovakia Real estate Legend business 100 % Direct or indirect control of Klépierre SA Klépierre Management at 12/31/17 Slovensko 100 Real estate business * Norway Steen & Strøm Service business Sweden AS 56.1 Real estate business * Subsidiary (Steen & Strøm) covering the Nordic Denmark countries owned at 56.1% with Storm ABP Management Companies Other activities France Klémurs 100 Klépierre Conseil 100 24 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Competitive position 1 1.7 Competitive position Below are the main financial data of Klépierre’s competitors in Continental Europe : 3 MAIN COMPETITORS OF KLÉPIERRE Eurocommercial In €m Klépierre Unibail-Rodamco Properties Mercialys Carmila Market capitalization as of December 31, 2017 11,526 20,967 1,800 1,698 3,135 Value of the property portfolio (including duties) as of December 31, 2017 24,419 43,057 3,710 3,737 5,806 3 BREAKDOWN OF CONSOLIDATED NET RENTAL INCOME PER COUNTRY/REGION Eurocommercial In €m Klépierre Unibail-Rodamco Properties(a) Mercialys Carmila France Belgium 421.9 38.2% 828.4 52.4% 53.7 35.3% 172.2 100.0% 197.7 71.4% Italy 195.2 17.7% – – 80.0 52.6% – – 18.8 6.8% Scandinavia 172.6 15.6% 158.2 10.0% 29.3 19.3% – – – – Ibéria 110.0 9.9% 161.0 10.2% – – – – 60.2 21.7% CEE & Turquie 113.8 10.3% 280.5 17.7% – – – – – – The Netherlands 49.3 4.5% 61.7 3.9% – – – – – – Germany 42.8 3.9% 92.6 5.9% – – – – – – Other -10.8(b) -7.1% NET RENTAL INCOME 1,105.6 100.0% 1,582.4 100.0% 152.3 100.0% 172.2 100.0% 276.7 100.0% (a) Over 12 month as of June 30, 2017. Source: Company disclosures. (b) Adjustments related to joint-ventures. 3 BREAKDOWN OF CONSOLIDATED NET RENTAL INCOME PER ACTIVITY Eurocommercial In €m Klépierre Unibail-Rodamco Properties(a) Mercialys Carmila Shopping centers and/or retail assets 1,105.6 100.0% 1,346.5 85.0% 152.3 100.0% 172.2 100.0% 276.7 100.0% Offices – – 140.9 9.0% – – – – – – Other activities – – 95.0 6.0% – – – – – – NET RENTAL INCOME 1,105.6 100.0% 1,582.4 100.0% 152.3 100.0% 172.2 100.0% 276.7 100.0% (a) Over 12 month as of June 30, 2017. Source: Company disclosures. KLÉPIERRE 2017 REGISTRATION DOCUMENT 25

GROUP OVERVIEW 1 Main risk factors 1.8 Main risk factors Klépierre conducted a review of its risks. With the exception of the > the profitability of Klépierre’s real estate letting activities depends risks presented thereafter, Klépierre has not identified any risks that on the solvency of its tenants. During periods of difficulty in the could have a materially adverse impact on its business. economy, tenants may delay payment of rent, fail to pay rent at However, other risks and uncertainties partially or entirely unknown all, or encounter financial problems that would cause Klépierre to by Klépierre, considered non-material or whose occurrence was not review tenancy conditions downwards. foreseen as at the filing date of this document, may also have an adverse effect on its business. Should any of the risks described 1.8.1.2 Risks related to the real estate market thereafter materialize, Klépierre’s business, financial position, results Klépierre may not always execute its investments and divestments at at operations or prospects could be affected. the most opportune time or at favorable financial conditions due to The relevant management control procedures and management tools the fluctuation that the real estate market may face. In overall terms, a used by the Group are described in the following section on internal downturn in the commercial real estate market, mainly characterized control and risk management. by a widespread decline in asset prices or rent levels, could have a negative effect on Klépierre’s investment and disposal policy, as well as on the development of new assets, the value of its asset portfolio, 1.8.1 Risks related to Klépierre’s the conduct of its business, its financial position, its operating income strategy and activities and its future prospects. 1.8.1.1 Risks related to the economic environment More specifically, a downturn in the real estate market could have a significant negative effect on the conditions applying to Klépierre Since the majority of the Klépierre real estate asset portfolio comprises financing, and therefore on the business itself. In particular: shopping centers, changes in the key macroeconomic indicators of > Klépierre covers part of its financing needs by selling existing real the countries in which Klépierre operates are likely to impact its lease estate assets. In unfavorable market conditions, these assets could income and real estate portfolio value, as well as shape its investment take longer to sell and achieve lower prices than expected, which and new asset development policy, and therefore its growth prospects. could limit the flexibility of Klépierre in the way it implements its The key factors likely to affect Klépierre’s business are as follows: development strategy; > the economic environment is likely to encourage or depress > certain covenants related to loan agreements signed by Klépierre demand for new retail space and therefore affect the growth and its subsidiary companies depend, among other things, on the prospects of Klépierre’s shopping center portfolio (in terms of asset value. Unfavorable market conditions could reduce the value construction of new centers, extension of existing centers and of Group assets, making it more difficult for Klépierre to comply acquisition or disposal transactions). It may also have a long-term with the financial ratios stipulated under loan agreements. If impact on occupancy rates and the ability of tenants to pay Klépierre were to find itself unable to maintain these ratios, it could their rent; be obliged to sell assets or raise funds by issuing equity securities in order to repay the debt or ask lenders to amend certain loan > a downward trend or slower growth in the indices against which agreement provisions. At December 31, 2017, the Loan-to-Value most rents payable under Klépierre leases are indexed may also ratio referred to in the loan agreements was 36.8%, giving Klépierre compromise Klépierre’s rental income, as could any change in substantial room for maneuver given the maximum limit of 60% set the indices used for this purpose. The overall impact on all the in said agreements. Assuming the level of debt remains the same, leases in the Klépierre portfolio could be reduced by the fact that the value of the property portfolio would have to decline by more indexation is country specific (usually against national inflation than 39% to reach this limit. indices or, in the case of France, indices specific to commercial leases); 1.8.1.3 Risks related to the international operations > the ability of Klépierre to increase rents—or even to maintain of Klépierre’s business them at current levels—depends, at the point of lease renewal, principally on its tenants’ current and forecast revenue levels, Klépierre owns and operates shopping centers in 16 countries in which in turn depend in part on the state of the economy. Tenants’ continental Europe. Some of these countries may have risk profiles revenue trends also impact on the variable element of rents; higher than those of Klépierre’s major markets (France, Scandinavia, > any prolonged worsening of the macroeconomic situation of Italy). The economic and political context of these countries may be countries in which Klépierre’s portfolio is located, which would less stable, their regulatory frameworks and entry barriers may be less have a negative effect on Klépierre’s lease income and operating favorable and business conducted in local currencies that may prove income as a result of the loss of lease income and the increase in more volatile than the euro. The risks posed by individual countries, non-rebillable expenses (where vacant premises require repairs combined with a failure to manage those risks effectively, may have and renewals before they can be re-let, these costs cannot be an adverse impact on the operating income and financial position of passed on to tenants); Klépierre. The breakdown of Klépierre’s business and performance by country is presented in chapter 2 “Business of the year”, section 2.1 of the registration document. 26 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Main risk factors 1 1.8.1.4 Risks related to the competitive acquisitions are made via an open bid process or in a period of environment significant economic volatility or uncertainty; Klépierre’s rental activities are highly competitive. Competition may > where an acquisition is financed by the disposal of other assets, arise as a result of current or future developments in the same market unfavorable market conditions or deadlines could delay or segment, other shopping centers, mail order, hard discount stores, compromise the ability of Klépierre to complete said acquisition; e-commerce or the attraction exerted by certain retail chains located > the assets acquired could contain hidden defects, such as in competitor centers. subletting, violations by tenants of applicable regulations (and More particularly, the development by competitors of new shopping particularly environmental regulations) or failure to comply with the centers located close to existing Klépierre centers and renovations construction plans which would not be covered by the guarantees or extensions to competitor shopping centers may have an adverse contained in the sale and purchase agreement. impact on Klépierre’s ability to let its retail premises, and therefore on Prior to the acquisition of assets, Klépierre conducts audits the rent levels it can charge and its forecast financial results. with the assistance of external, specialized firms to mitigate the As part of its business, Klépierre competes with many other players, abovementioned risks. Acquisitions may nevertheless not yield some of which may have greater financial resources and larger the expected benefits; in particular, the cost reductions and portfolios. Having the financial leverage and ability to undertake large- positive effects expected at operational level might be lower than scale development projects from their own resources gives the larger current expectations or achieved less rapidly than those originally market players the opportunity to bid for development projects or contemplated. In the event that the announced amount of the asset acquisitions offering high profitability potential at prices that do synergies was not achieved, or was not achieved within the anticipated not necessarily meet the investment criteria and acquisition objectives timeframe, this could have an adverse impact on the Group’s business, set by Klépierre, which may raise uncertainty on Klépierre’s business results of operations, financial position, prospects or image. forecasts. 1.8.1.7 Risks related to the estimation 1.8.1.5 Risks related to subsidiaries of asset values and partners’ agreements On December 31 and June 30 of each year, Klépierre updates the fair In the context of partnerships relating to real estate investments, market value of its real estate assets. The independently appraised Klépierre has entered into agreements that provide for Klépierre or market value depends on the relationship between supply and its partners to have pre-emption and exit rights at Klépierre’s benefit demand in the market, interest rates, the economic environment and that could generate acquisition costs or the disposal of jointly owned many other factors likely to vary significantly in the event of poor assets. The main partners’ agreements that Klépierre is party to are shopping center performance and/or a downturn in the economy. disclosed in note 9.4 to its consolidated financial statements. The form and frequency of the expert appraisals conducted are One of those partners’ agreements concerns Steen & Strøm which described in chapter 2 “Business of the year”, section 2.6 of the is 43.9% owned by ABP Pension Fund and 56.1% by Klépierre. The registration document; the valuation method is described in the equity percentage, together with certain provisions contained note 5.2 to the consolidated financial statements. in the shareholders’ agreement between the two shareholders, The value of Klépierre’s property portfolio is sensitive to a rise or a fall gives ABP Pension Fund significant influence in certain areas of in the main applicable assumptions used by the appraisers. strategic decision-making, such as major investment and divestment transactions involving Steen & Strøm. Under the terms of the 1.8.1.8 Risks related to the development agreement, certain decisions may be made on the basis of an 85% qualified majority vote, the effect of which is to give ABP Pension of new assets Fund an effective veto right over these decisions. For certain Steen & Klépierre is involved in real estate development on its own account. Strøm development decisions, the interests of ABP Pension Fund may This business poses in particular the following significant risks: diverge from those of Klépierre. The successful growth of Steen & Strøm’s business therefore depends to a certain extent on good > the cost of construction of the assets may turn out to be higher relations between its shareholders. The possibility of some divergence than initially estimated: the construction phase may take longer of approach occurring between the shareholders cannot be excluded, than expected, technical difficulties or completion delays may be which could disrupt the operation of Steen & Strøm, with a negative encountered due to the complexity of some projects and the price impact on the results of operations, financial position and prospects of construction materials may change adversely; of Klépierre. > Klépierre’s investments (in new projects, renovations and 1.8.1.6 Risks related to the acquisition extensions) are subject to obtaining the necessary regulatory approvals, which may be granted to Klépierre and/or its partners and disposal of assets later than anticipated or even refused; The acquisition of real estate assets or companies owning such assets > Klépierre may require the consent of third parties, such as is part of Klépierre’s growth strategy. anchor tenants, lenders or the associates involved in partnership This policy poses in particular the following significant risks: developments, and these consents may not be given; > Klépierre could overestimate the expected yield from these assets, > Klépierre may fail to obtain satisfactory funding for these projects; and therefore acquire them at a price too high compared with > up-front costs (e.g., the costs of studies) cannot normally be the financing put in place for such acquisitions, or be unable to deferred or canceled in the event of projects being delayed or acquire them under satisfactory conditions, especially where the abandoned. KLÉPIERRE 2017 REGISTRATION DOCUMENT 27

GROUP OVERVIEW 1 Main risk factors These risks may result in investment projects being delayed, canceled 1.8.2 Risks related to Klépierre’s financing or completed at a cost above that initially estimated in the budgets policy and financial activities prepared by Klépierre, which could in turn affect its financial results. The exposure of Klépierre to the range of financial risks and the policy 1.8.1.9 Risks related to the leasing of assets it applies to manage and hedge against those risks are described in greater detail in note 8 to the consolidated financial statements and Klépierre is responsible for leasing the shopping centers it develops section 1.9 on internal control and risk management of the current and other real estate assets it acquires, and therefore bears the risk chapter. of any leasing failures. Klépierre may encounter difficulties in securing retailers that are both attractive to consumers and prepared to accept 1.8.2.1 Liquidity risk the level and structure of rents that it offers. The retail real estate sector in which Klépierre operates is a rapidly-evolving business Klépierre’s strategy depends on its ability to raise financial resources in environment in which change is driven by customer demand. Klépierre the form of loans or equity for the purpose of funding its investments risks being unable to let its centers with enough retailers to ensure and acquisitions and refinancing maturing debts. Klépierre is high occupancy rates, or with retailers attractive enough to achieve committed to distributing a significant proportion of its profits to high rental yields. This could in turn affect Klépierre’s business its shareholders in order to qualify for SIIC status. It therefore relies volumes and operating income. significantly on debt to fund its growth. This method of funding may Similarly, when existing leases expire, Klépierre could find itself unable not be available under advantageous conditions. This situation could to let or re-let vacant units within an acceptable period and/or under occur, among other things, in the event of a crisis in capital markets conditions as favorable as those offered by its current leases. Klépierre or debt markets, the ocurrence of events impacting on the real estate might not be able to attract a sufficient number of tenants or high- sector, a reduction in the rating of Klépierre debt, restrictions imposed profile retailers into its shopping centers, and may not be successful in by covenants included as part of loan contracts, or any other change maintaining occupancy rates and lease income at satisfactory levels. to the business, financial position or shareholding profile of Klépierre This could in turn have an adverse impact on Klépierre’s revenues, capable of influencing the perception that investors or lenders have operating income and profitability. of its creditworthiness or the attractiveness of investing in the Group. Klépierre is also exposed to the general risks associated with all types 1.8.1.10 Risks related to the departure of borrowing, and particularly the risk of operating cash flows falling to or closure of flagship chains a level at which the debt could not be served. If such a shortfall were to occur, the result could be an acceleration or early repayment and Klépierre’s shopping centers are often supported by one or more the calling in of any security given, with the possibility of the assets “anchor tenants” with high levels of customer appeal. A decline in concerned being seized. the attractiveness of such retailers, any slowdown or cessation in The Group’s debt maturity schedule and the management of liquidity their businesses (particularly as a result of an unusually depressed risk are treated in further detail in the notes to the consolidated economy), any failure to renew their leases, any termination of their financial statements (notes 5.11 and 8.2). leases and any delay in re-letting the vacated premises could result in a decline in attractiveness of the shopping centers concerned. The Taking the matters described above into account, Klépierre is in a resulting decline in footfall could trigger lower sales volumes for other position to deal with all its future maturing finance. In particular, its stores, which would thus have a significant negative effect on the liquidity position as of December 31, 2017 covers its refinancing needs total rental yield from certain centers, and Klépierre’s financial position for the next two years as forecasted as of the same date. and growth prospects. This risk is all the more serious that the failing anchor tenant may be the hypermarket, which, in many cases, belong Risks related to the covenants contained to the shopping center co-owner. in certain loan agreements 1.8.1.11 Risks related to human resources In addition to the usual covenants, the loan agreements entered into by Klépierre also contain covenants obliging Klépierre to comply Klépierre works in a highly competitive and changing industry with specific financial ratios, as detailed in chapter 2 “Business of the that requires its employees at every level to be major players in year”, section 2.8, of the registration document. If Klépierre were to implementing Group strategy. This is why human resource-related breach one of its covenants and be unable to remedy that failure risks are strategic risks for Klépierre: within the time contractually allowed, the lenders could demand early > A decline in the Group’s appeal as an employer or reduced ability repayment of the loan or seize the assets concerned where the loan to retain talented employees, especially in key positions; this risk is secured. Some loan agreements also contain cross default clauses exists in particular as result of the relatively small scale of the allowing lenders to demand early repayment of outstanding amounts Klépierre organisation and individuals’ high employability in the event that Klépierre fails to meet the covenants contained in other loan agreements (unless any shortcoming is regularized within > Mismatch between employees’ skills and the Group’s requirements the period allowed). Consequently, any failure to meet its financial or failure to adapt employees to operating challenges resulting in commitments could have an adverse impact on Klépierre’s financial particular from changes in consumption position, its earnings, its flexibility in conducting its business and pursuing growth (for example, by impeding or preventing certain > Deterioration of health at work as result among others of acquisitions), its ability to meet its obligations, and its share price. requirements of the competitive market on which Klépierre At the date of this report, Klépierre has satisfied all its obligations operates. arising from the financial commitments described above. 28 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Main risk factors 1 Risks related to any downgrading 1.8.2.3 Currency risk of the Klépierre credit rating Klépierre conducts its activities in certain countries that have not Klépierre’s existing credit rating is periodically reviewed by the rating joined the Eurozone (currently Denmark, Hungary, Norway, Poland, agency Standard & Poor’s. As at the date of this report, and since Czech Republic, Sweden and Turkey). In these countries, Klépierre’s April 2009, its long-term credit is rated “A-, stable outlook” and its exposure to currency risks derives from the following elements: short-term credit as “A-2, stable outlook.” These ratings depend on > local currencies could depreciate between the invoicing of rents Klépierre’s ability to repay its debts, as well as on its liquidity, key in euros and the payment of the aforesaid rents by the tenants, financial ratios, operational profile and general financial position, and which would create currency losses for Klépierre. Moreover, some other factors considered by the rating agency significant in respect of leases are not invoiced in euros, but in dollars (Central Europe, Klépierre’s business sector and the economic outlook more generally. Turkey) or in local currencies (particularly in Scandinavia), which Any downgrading of Klépierre’s credit rating could increase the creates an additional risk related to the rent amount effectively cost of refinancing its existing loans and could adversely impact the recovered in euros; ability of the Group to fund its acquisitions or develop its projects > fluctuations in local currencies also impact the level at which local under acceptable conditions. Any increase in interest charges would financial statements are translated into euros and integrated into compromise Klépierre’s earnings from operations and the return on Klépierre’s consolidated financial statements; development projects. If funding were not available under satisfactory conditions, Klépierre’s ability to grow its business through acquisitions > since a proportion of subsidiary’s expenses are denominated in the and development would be reduced. local currency, although their incomes (fees) are denominated in euros, any appreciation in the local currency may reduce operating 1.8.2.2 Interest-rate risk profit; Klépierre’s significant debt exposes it to risks due to interest rate > since rent bills are usually denominated in euros (apart from variations: Scandinavia and Turkey) tenants may have difficulty in paying their rent if their local currency depreciates significantly. Any resulting > the interest charges paid by Klépierre on its variable-rate debt deterioration in their solvency could have a negative impact on could therefore increase significantly; Klépierre’s rental income. > a significant increase in interest rates would impact negatively For details of the measures taken by the Group to reduce currency on the value of Klépierre’s holdings inasmuch as the yield rates risks, please refer to note 8.3 to the consolidated financial statements. applied by real estate appraisers to the rents of commercial Taking into account the measures described in the note mentioned buildings are determined partly on the basis of interest rates; above, the currency risk has been significantly reduced and remains > Klépierre uses derivative instruments such as swaps to hedge below 0.5% of the net asset value for a 10% depreciation against the against interest rate risks which enable it to pay a fixed or variable euro of the currencies of all the countries in which the group operates. rate, respectively, on a variable or fixed rate debt. This level of exposure to the currency risk is deemed not significant at the level of the Group. Developing an interest rate risk management strategy is a complex task, and no strategy can protect Klépierre fully against the risk 1.8.2.4 Counterparty risk posed by interest rate fluctuations. The valuation of derivatives also varies depending on interest rate levels. This is reflected in When Klépierre uses derivatives, such as swaps, to hedge against a Klépierre’s balance sheet, and there may also be an impact on its financial risk, its counterparty may be liable to Klépierre for certain income statement if hedging relationships are not sufficiently justified payments throughout the term of the instrument. Insolvency of said by documentation or if the existing hedges are only partly effective. counterparty may lead to delay or default in such payments, which The use made by Klépierre of interest rate hedge instruments could would have an adverse impact on Klépierre’s results of operations. expose Klépierre to additional risks, and particularly the risk of failure Klépierre has also received confirmed financing commitments from of the counterparties to such instruments, which could in turn result banks in the form of revolving credit facilities. Accordingly, Klépierre is in payment delays or defaults that would adversely impact on the exposed to counterparty risk, since the inability of the relevant banks results of Klépierre. to honor their commitments may prevent the Group from honoring its Quantified illustrations of the effects of interest rate fluctuations own financial commitments. before and after hedging are given in note 8.1 to the consolidated Klépierre is also exposed to counterparty risks in respect of its financial statements. short-term investments; since these investments are made in small amounts, simple forms and for a short term, this risk is, however, immaterial on the Group scale. The risk monitoring policy and control system implemented by Klépierre are presented in note 8.4 to the consolidated financial statements. Taking into account the nature of the risks described in the note mentioned above, and the measures taken to mitigate them, those risks are not considered significant at Group level. KLÉPIERRE 2017 REGISTRATION DOCUMENT 29

GROUP OVERVIEW 1 Main risk factors 1.8.3 Legal, tax and regulatory risks Risks relating to the SIIC tax rules Risks related to applicable regulations Since Klépierre benefits from the French “SIIC status” (or its equivalent in some countries where it operates), it is subject to special tax As an owner and manager of real estate assets, Klépierre must comply rules, referred to as the “SIIC rules.” As such, and subject to certain with a number of regulations in force in all countries where it operates. conditions, Klépierre is exempt from paying corporate income tax. These rules include laws and regulations on urban planning, building Although there are significant benefits involved in adopting the SIIC construction, commercial licenses, health and safety, environement, status, the rules are complex and pose certain risks for Klépierre and leases, corporate matters, labor and personal data protection. its shareholders: Changes in the legal and regulatory framework, as well as the loss of > the requirement for Klépierre to distribute a significant portion rights attached to an authorization, may require Klépierre to make of the profits earned in each fiscal year, which could, for example, changes to its business, assets or strategy. Klépierre may also suffer affect its financial position and liquidity; financially should one or more tenants in one of its shopping centers > Klépierre is exposed to the risk of future changes to the SIIC rules, fail to comply with the applicable standards which, for instance, could and certain changes could have a significant negative impact on take the form of a loss of rent following a store closure or a loss of Klépierre’s business, financial position and results of operations; marketability of the asset. The regulatory risks described in this paragraph could impose additional costs on Klépierre which could > Klépierre is also exposed to the risk posed by future interpretation have an adverse effect on its business, results of operations, financial of the SIIC rule provisions by the French tax and accounting position, and/or the value of the Klépierre asset portfolio. authorities. The specific risk associated with laws 1.8.4 Safety and security risks and regulations governing leases In certain countries in which Klépierre has operations and especially As buildings open to the public, Klépierre’s shopping centers are France, the contractual conditions applying to lease periods, lease exposed to security risks whose materialization may adversely affect voidance, lease renewal and rent indexation may be considered to the image, business or performance of said centers, or of Klépierre as be a matter of public policy. More specifically, some legal provisions a whole. Such security risks mainly include: in France limit the conditions under which property owners may > a terrorist attack, given the evolution of the terrorist threat increase rents to align them with market levels or maximize rental in Europe as described by Europol, the European Union’s law income. In France, certain types of lease must be entered into for enforcement agency. Even if the agency does not mention minimum periods, and the process of evicting tenants in the event of shopping centers as specific targets of terrorist attacks, it does non-payment may be lengthy. indicate that some terrorists’ modus operandi aim at groups Any change to the regulations applying to commercial leases, and or gatherings of people with the intent of causing numerous particularly their term, the indexation and capping of rents or the casualties; way in which eviction penalties are calculated, could have a negative > an abrupt or severe deterioration of public order in the perimeter effect on the value of Klépierre’s asset portfolio, as well as Klépierre’s of a shopping center that would lead customers or tenants to operating income and financial position. consider themselves no longer safe in the area. Litigation risks Klépierre’s shopping centers are also exposed to safety risks. The two main safety risks that may adversely affect the image, the business In the normal operation of its business, the Group may be involved in or the performance of said centers are a building collapse and a fire. legal proceedings or subject to audits by tax or regulatory authorities. More generally, any failure to comply with safety measures or control Such events may entail a financial risk and a risk to its reputation procedures imposed by the law could result in an official shutdown of and/or to its image. To Klépierre’s knowledge, as at the filing date of the site, with local consequences for the future of the business and this document, there was no material litigation with respect to the image of the center concerned. Group’s balance sheet that is not reflected in the financial statements. Information about provisions for liabilities and litigation is disclosed in note 5.8 to the consolidated financial statements. No provisions 1.8.5 Environmental risks considered individually represent a material amount. 1.8.5.1 Risks related to the environment No governmental or legal proceeding or arbitration of which Klépierre and the visitors’ health is aware to date, which is pending or threatened, is likely to have or has had a material impact on the financial position or profitability of In all the countries in which it operates, Klépierre complies with Klépierre and/or Group in the past twelve months. environmental protection laws applying to the presence or use of hazardous or toxic substances, and the use of facilities capable of generating pollution and impacting public health. 30 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Main risk factors 1 The families of risks identified could have a range of different 1.8.5.4 Compliance and image risks consequences: Klépierre’s non-financial performance is playing an increasing role > a health incident resulting, for example, from internal pollution in its image vis-à-vis all its stakeholders (shareholders, customers, could produce a hazard to users and neighbors. A failure of this employees, partners, etc.). As a result, a lawsuit for non-compliance kind would have immediate local consequences in terms of footfall, with an environmental regulation, an environment scandal or a major reduced revenues for retailers and the loss of rent for Klépierre on under-achievement would be likely to have an adverse effect on the site concerned, as well as a negative impact on the Group’s Klépierre’s ability to attract investors, sell, develop or lease all or part reputation; of its portfolio but also to hire new employees. > an environmental incident caused by human error could also Klépierre ensures complete compliance with applicable mechanisms, reflect badly on the Group’s reputation and expose its management at all levels, through ongoing environmental monitoring but also to liability; through its participation in a range of specialist industry bodies > under current environmental laws and regulations, Klépierre, as (EPRA, ICSC, CNCC, etc.). The Company then allocates all the budgets the current or previous owner and/or operator of an asset, may be for measures required to both comply with applicable regulations but liable for identifying hazardous or toxic substances affecting an also to keep improving its overall environmental performance. asset or a neighboring asset, and removing and cleaning up any such contamination found. 1.8.6 Insurance risks 1.8.5.2 Risks related to climate change Klépierre and its subsidiaries (including Steen & Strøm) are covered by Group-wide international insurance programs underwritten by prime Klépierre closely monitors and anticipates both climate change and insurers allowing: the potential economic impact, with four major risks having been > identical replacement cost and loss of rent cover for all assets, identified: irrespective of their location, by appropriate property damage and > the physical risk of deterioration to properties in the portfolio: terrorism insurance programs. Replacement cost is determined by Klépierre prioritizes the safety and security of individuals and means of assessments carried out by independent appraisers at goods and performs regular organizational audits across its five-year intervals; shopping centers to mitigate the impact of extreme climate events > cover of the consequences arising from Group companies’ but also to be in a position to properly anticipate how its assets third-party general liability in relation to their business activities need to be adapted; or professional misconduct, including the mandatory cover for > the risk of lower returns from shopping centers: for example, as a French subsidiaries falling within the scope of the Hoguet law on result of regulatory or tax changes, something Klépierre closely professional licensing requirements. monitors through the industry bodies of which it is a member. The amount of insurance cover was determined on the basis of a Returns on its assets may also decline as a result of a possible range of factors (size of the Group, business, geographic footprint, increase in energy costs.; stock market listing, portfolio, etc.). The premiums reflect the Group’s > the risk of a “valuation haircut” in the valuation of assets, actual claims history. Insurance contracts are put out to tender by resulting from use changes by Klépierre clients. The impact of Klépierre on a regular basis. climate change will over the medium-term give rise to significant The Group’s construction activities are covered by specific changes in visit profiles and modes of transport used which could, construction policies (property and general liability), in compliance ultimately, significantly reduce footfall at certain shopping centers. with the legal requirements in force in the countries in which the To mitigate this risk, Klépierre has a strategy to optimize its asset Group operates and more specifically in France with the requirement portfolio that incorporates public transport connections for all new to carry Dommages Ouvrage policies. projects. Klépierre is also looking to support these use changes by adding electric mobility infrastructure at its shopping centers; Depending on the type of risk, the Group is reliant on the financial > finally, reputational risk and the potential impacts in terms of strength of insurers and may have to contend with the limitations of opinion and customer satisfaction should not be overlooked. the insurance market and thus may no longer be fully or even totally That is why Klépierre has a pro-active sustainable development covered against certain risks. approach, backed up by ambitious goals, primarily in terms of the It is also possible that insurers may become insolvent, or insurers may Company’s low-carbon strategy. experience financial difficulties impairing their insurance capabilities and thus no longer be able to settle the claims covered by the Group’s 1.8.5.3 Risks related to the procurement insurance policies. of natural resources The occurrence of exceptional and/or a very high frequency of losses The operational management of Klépierre portfolio assets requires may have an impact on the amount of insurance cover available to the the use of a non-negligible amount of natural resources to ensure the Group. The possibility of an increase in the cost of insurance arising proper functioning of installations but also the safety and comfort from market conditions cannot be discounted. of shopping center visitors. Such usage exposes the Company to Even though the Group is covered by appropriate insurance programs, two risks: that of the increasing scarcity of resources and that of the certain losses may not be covered or may be only partially covered volatility of supply costs. which could lead to a full or partial loss of rent and of the capital invested in the asset concerned, even where the non-covered risks are residual or originate in a deliberate action of the insured. KLÉPIERRE 2017 REGISTRATION DOCUMENT 31

GROUP OVERVIEW 1 Internal control and risk management The expert appraisers conducting replacement cost assessments may exposes Klépierre to the risk of a wide-scale system outage, which have underestimated the value insured, causing claim settlements to could generate significant costs associated with the potential loss of fall short of the losses incurred or, conversely, may have overstated business and the recovery of data. the value insured, causing the Group to pay unduly high insurance The data managed in Klépierre’s information systems may also be the premiums. subject of internal or external attacks, with financial (misappropriation In connection with its investments, Klépierre may encounter situations of funds, fines, etc.), reputational (disclosure of confidential and/ where third parties have arranged insurance insufficient to cover or strategic information about Klépierre, a partner or customer) losses or even have no insurance in certain cases; it being specified and legal consequences (disclosure of insider information). Risks that, as far as possible, Klépierre takes steps to establish additional associated with “internal malicious acts” are managed by the system policies to prevent the risk of insufficient insurance coverage. via authorization profiles (permitted transactions are automatically linked to a user profile). Risks associated with external malicious acts are monitored by auditing and threat prevention systems. 1.8.7 Risks related to information systems Awareness is raised amongst all Group employees, in the Code of The Klépierre Group’s core business activities are managed by an Professional Conduct and the Chart of Group IT Resources, regarding ERP system that is implemented in most countries. This centralized the importance of complying with the key mechanisms for securing structure strengthens the information system control framework but data (confidentiality and changing of passwords, recording sensitive data in databases that are automatically backed up, etc.). 1.9 Internal control and risk management The Klépierre Group’s internal control framework is predicated on the > compliance with the laws and regulations is assured by the general risk management and internal control principles laid down in introduction of professional conduct rules for employees, the reference framework published by the Financial Markets Authority especially in relation to data confidentiality, a Good Practice Code (AMF) in July 2010. for relationships with third parties and the use of information system resources. 1.9.1 Objectives and principles The internal control framework applies to all the (operational and corporate) entities in the Klépierre Group. Internal control is the organization of processes, procedures and The internal control framework designed to meet the various controls implemented by management for the ultimate purpose of objectives outlined above does not, however, provide any certainty ensuring overall control of risks and providing reasonable assurance that the objectives set will be achieved owing to the inherent that strategic goals will be achieved. In particular, this organization is limitations of all procedures. Even so, it aims to make a major predicated on: contribution towards attaining them. > applying instructions and guidelines laid down by the Executive Board; 1.9.2 Organization of risk management > making operations as efficient as possible and ensuring the and internal control Group’s internal processes work smoothly; > the reliability of internal and external information; 1.9.2.1 Management of the framework > complying with the laws and regulations. The Group’s risk management and internal control framework is Every manager is required to implement effective controls over the overseen by the Internal Audit & Control Department. It reports to activities for which such manager is responsible. the Executive Board and encompasses the risk management, periodic control and ethics & compliance functions. Every Klépierre Group employee contributes to the internal control The role of the Internal Audit & Control Department is to coordinate a framework in an environment in which: framework in which operational staff plays the leading role. To this end: > the description of the Group’s governance and organization of its > it raises their awareness and trains them in the principles of business lines and functions provides the general framework for internal control; achieving its objectives; > there is a repository of guidelines laying down and circulating the > it coordinates the measures they take; internal rules and procedures to be followed while systematically > it ensures that first and second-level control plans exist and are incorporating instructions about the controls to be carried out; integrated within formally defined procedures. > the principle of delegation represents the cornerstone of the The Internal Audit & Control Department is ultimately responsible for system. It is reflected in the use of correspondents who are ensuring the consistency and efficiency of internal control. Within the responsible for consistent implementation of the Group’s policies; business lines and foreign subsidiaries, it has direct access to the risk > duties are segregated by keeping the operational roles separate and internal control liaison officers, who form a functional network from supervisory roles; reporting to it. It is responsible for implementing risk monitoring and mitigation tools and systems, such as risk mapping and an incident database. Lastly, it handles reporting to the Executive Board and the Audit Committee. 32 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Internal control and risk management 1 The Klépierre Group aims to anticipate and manage the major risks 1.9.3 Risk assessment methodology likely to affect attainment of its objectives and compromise the compliance with the laws and regulations. Risks are cataloged as part 1.9.3.1 Identification and evaluation of a risk mapping process conducted by means of business processes of the risks at corporate level and support functions and updated periodically. During each update, the Internal Audit & Control Department ensures that the following Klépierre’s risks are identified and evaluated on the basis of risk objectives are achieved: mapping, done jointly with the various Group functions and business lines. > identify and assess the risks from strategic to operational level to protect the value, assets and reputation of the Group covering This mapping is updated on a regular basis. Each update involves the both the inherent risks and the “controllable risks”; following steps: > guarantee the existence of an owner for each risk identified, a risk > identification of the activities of the operational departments and treatment policy, and a treatment plan to achieve the target; support functions; > evaluate the oversight in place: risk indicators, risk reassessments > identification of the risks associated with each activity; at an appropriate frequency, advancement of treatment actions; > evaluation of the gross risk (prior to controls and measures) on the > learn lessons from incidents and risks that have arisen and basis of three impact criteria (image, financial and legal) and the continuously improve the internal control framework. frequency of occurrence of the risk; The periodic control function is handled by the Internal Audit & > identification of controls and containment measures for the risks Control Department, which is responsible for assessing the operation described by the operational teams and evaluation of these of the risk management and internal control frameworks, regularly controls and measures in terms of effectiveness and completeness; monitoring and making recommendations to enhance them. It plays > evaluation of residual risks after taking account of controls and a part in raising awareness and training managers in internal control, measures; but is not involved in introducing the framework or implementing it on a daily basis. Its analyses and observations help to guide the work of > preparation of action plans to be implemented, including the first the permanent control function and to identify areas for improvement and second level controls as well as the procedures. and strengthen procedures. A total of 125 individual risks, of which 37 are considered as main The periodic control function’s scope of action encompasses all the risks, have been mapped. They are categorized into 10 families of risks Group’s activities and risks across all of its units, including the activities which are the following: of subsidiaries and those outsourced contractually. In addition, > security and safety of individuals and assets; the identification of a risk automatically justifies the use of the periodic control function’s power to launch any investigation it deems > financing policy; necessary. In 2017, the Internal Audit & Control Department carried > investments and valuation; out or oversaw 32 shopping center audits and one corporate function audits. > regulatory, tax, insurance; The Ethics & Compliance function ensures that the Group complies > marketing and rental management; with ethical and professional standards, prevents insider trading and controls the anti-money-laundering and corruption measures taken. > management, process and tools; The Group introduced the Business Whistleblowing framework under > asset development and real estate management; which all employees can raise questions about the risk of compliance breaches that may be encountered by them. The Internal Audit & > communication and reputation; Control Department also ensured that the Group complies with both > procurement; the French “Sapin 2” Act and the Fourth Anti-Money Laundering European Directive. > human resources management. 1.9.2.2 Oversight and monitoring of the framework 1.9.3.2 Identification and evaluation of the risks Under the supervision of the Supervisory Board, the Executive Board in the shopping centers is responsible for the Group’s overall internal control framework. Our teams in the centers prioritize both risk identification and The Executive Board’s role is to lay down the general principles analysis. They are identified using the risk matrix, which comprises for the internal control framework, design and implement the the following risks, among other things: appropriate internal control system and the corresponding roles and responsibilities and make sure that it works smoothly, improving it > risks threatening the safety of visitors and buildings, structural where necessary. risks in particular; At least once every year, it reports to the Audit Committee on the > natural risks: extreme climate patterns (drought, snowfall, heat Group’s internal control framework, any changes in it and the findings waves and cold spells, storms), earthquakes, sea flooding, river of the work performed by the various framework participants. flooding, fire prevention, etc.; A presentation was given to the Audit Committee on the 2017 > technological risks: proximity to specific installations; business activities and the 2018 roadmap. Supervision also makes use of the comments and recommendations > risks related to materials and chemical products: asbestos, lead, made by the Statutory Auditors and by the regulatory/supervisory paints, cleaning products, etc.; bodies. Implementation of remedial action plans is monitored centrally > soil and water pollution: waste water quality, drainage systems, oil by the Internal Audit & Control Department and the Accounting separators, etc.; Department. > health risks: legionella, bacterial and virus infections, etc.; > noise and odor pollution. KLÉPIERRE 2017 REGISTRATION DOCUMENT 33

GROUP OVERVIEW 1 Internal control and risk management In addition, the software solution developed by the Group’s > A talent review conducted at relevant levels of the organisation to Maintenance Department on building and technical aspects (see the identify and support the development of staff members who may following section) is being upgraded to include an add-in to assess occupy key positions in the Group and monitor the risks. > A considered mobility policy included in the commitment to personalised support of talented employees 1.9.4 Control measures addressing > A long-term investment in training open to all employees to major risks assist their employability, share know-how, efficiently integrate new arrivals and a collective ability to manage new operating Please refer to the section 1.8 “Main risk factors” for the risks the group challenges effectively, and is exposed to. Measures taken to control those mentioned risks are > Tools promoting a quality work environment such as training on described below. health at work, measures to ensure the right balance between career and personal life and widespread initiatives for well-being at work. 1.9.4.1 Investments The Group human resources strategy is outlined in section 4.4.3 All proposals to acquire, develop or sell assets are studied at a special “employees” of this registration document. committee meeting with the Investment Director or the Development The human resources director, who reports directly to the Executive Director. For transactions of less than €8 million, the decision is made board, is a member of the Corporate Management Team, the CSR by the Executive Board. Transactions in excess of €8 million are committee and the sustainable development committee of the authorized by the Supervisory Board after they have been reviewed supervisory board and ensures steering of these matters at the highest by the Investment Committee composed of certain members of the levels in the organisation. Supervisory Board. To identify risks during the due diligence process, it calls on the 1.9.4.4 Financing and treasury services of a large number of specialized and highly reputed advisers (lawyers, civil-law notaries, technical experts, real estate or financial Klépierre identifies and assesses on a regular basis its exposure advisers, etc.). The Legal Department reviews compliance of the to the various sources of risk (interest rate, liquidity, currency and transaction with laws and regulations. counterparty). The interest-rate hedging strategy is outlined in For development operations, to adequately control the costs, a section 2.7.2 of this registration document, including the quantitative technical team dedicated to supporting the project leader jointly results of interest-rate sensitivity tests. determines the budget with the assistance of highly skilled principal Financial risk management and in particular the Group’s financial contractors. The project’s progress and use of the budgeted funds position, financing requirements and interest-rate risk hedging are are tracked on a weekly basis by the operational team, which reports handled by the Financing and Treasury Department. From a financing regularly to the Development Department and on a quarterly basis to standpoint, a specialized tool has been rolled out across Europe to the Corporate Management Team. record and value financing and derivative products. The Financing All Klépierre’s assets are valued by external firms twice a year. The asset and Treasury Department also has a system monitoring the capital managers in each area are tasked with providing checked data to markets in real time. the real estate experts. The appraisal figures duly verified by expert The Financing and Treasury Department reports to the Deputy CEO assessments are then controlled and analyzed by the Investment in charge of Finance (Executive Board member), bearing in mind Department. that all major financing and hedging transactions are validated in advance by the Supervisory Board. The Supervisory Board validates 1.9.4.2 Leasing the projected financing plan, which lays down the major guidelines in terms of determining the size and type of borrowings and hedging The performance and returns on Klépierre’s portfolio as a whole are interest-rate risk. monitored regularly. The Group has performance indicators covering During the year, the principal decisions in terms of financial its portfolio, revenues, footfall, etc., which are produced automatically. transactions are submitted individually for approval to the Supervisory In the event of an abrupt or severe deterioration, meetings are held Board, and a report on these transactions is given to it once they have and an action plan is then defined. been completed. Trends in the covenant situation (financial ratios) The Investment Committee convenes monthly to approve the leasing are monitored on a semi-annual basis and in particular when new of development projects. As for the leasing of the standing portfolio, transactions are arranged. a leasing budget is submitted for approval to the Executive Board Treasury is managed by the Financing and Treasury Department, every year; this budget includes five-year revenue projections and is which coordinates the reporting and monitoring of the subsidiaries’ updated twice during the year. cash projections, supporting a cash pooling system for the Group. Reporting takes place on a monthly basis. 1.9.4.3 Human resources The Financing and Treasury Department also drafts internal The Group’s human resources strategy has been developed to support procedures stating the roles of the Group’s various participants in Klépierre activity and aims to optimise its appeal as an employer as relation to cash management and the implementation of Klépierre’s well as its ability to retain talented employees, ensure a continuous share buyback programs. In addition, it validates the choice of banks match with employees’ skills and maintain a high quality of life at work. and financial terms every time the Group requests the opening of, The strategy focuses primarily on: changes to or closing of bank accounts for the whole Group. > The search for excellence in recruitment with enhanced presence for leading business and engineering schools and a dynamic 1.9.4.5 Legal and regulatory matters approach to managing interns The Group Legal Department, which reports to the Executive Board and has functional responsibility for the legal departments in each country, ensures that legal risks arising from the business lines 34 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Internal control and risk management 1 and functions are managed properly in line with the integrated risk list of minimum operational requirements (building aspects, technical management process. To take into account the growing complexity of aspects, human aspects). These requirements minimize risks by all legal fields, Klepierre has organized its Legal Department in units applying best practices, possibly exceeding legal obligations. of expertise consisting of specialists in the following areas: corporate Finally, on a periodic basis, the Internal Audit & Control Department law, property law, contract and lease law. Cases requiring expertise in audits the shopping centers regarding compliance with the regulations labor or tax law are handled by the Human Resources Department and internal procedures in connection with the safety and security of and the Tax Department, respectively, in coordination with the Legal individuals and assets in compliance in particular with the regulations Department. The regulatory watch is carried out in constant liaison applicable to facilities open to the general public. with specialized external firms. The Group Legal Department, supported by the relevant functions, Safety works in partnership with outside counsel to ensure that information regarding new laws and regulations that could have a material impact To mitigate safety risks, owners of clearly identified risks put in on the Group’s financial position and future growth is gathered, place appropriate controls documented in the procedures and processed and disseminated throughout the Group. This intelligence specifications. Control compliance is tested on an ongoing basis by gathering process extends to legislation and regulations in every the operational teams (center management, operational departments, country in which the Group has equity interests. country-specific departments). The Group Legal Department has developed a reporting procedure Systems that report incidents daily are in place in the shopping covering disputes. It works closely with the relevant legal departments centers to better monitor the risks associated with the safety and to defend the Group’s interests. Accordingly, it helps to curb and security of individuals and assets. to manage the legal risks to which the Group is exposed owing in Internal dashboards track these controls and an annual report is particular to its owner/manager status. presented to the Executive Board and to the Supervisory Board. A high It drafts and verifies the contractual undertakings given by the Group level of security is also provided every day by having dedicated teams and ensures that they comply with the provisions of the law and the and security guards permanently on site. The new parking facilities all regulations. The Group Legal Department is working together with the incorporate better design in terms of traffic management and specific legal departments in various countries to harmonize legal practices spaces for the disabled and for families with young children. and establish unified positions vis-à-vis international retail chains. Centers and cooling equipment in particular are also continuously The Group Legal Department assists operational staff with the monitored for preventing legionella contaminations and bacterial and/ arrangement of specific contracts and generally speaking with any or viral propagation. out-of-the-ordinary requests to ensure that the applicable regulations Identifying incidents in the shopping centers means that proper risk are complied with, irrespective of the country in which the Group is control can be measured. These incidents are reported uniformly operating. across Europe using common incident classification, thereby providing The Group Legal Department is also in charge of arranging greater insight and understanding. An analysis report of all incidents delegations of authority governing the actions of all the Group’s within the Group is sent quarterly to the Executive Board and to all employees. It also ensures compliance with the selection procedures country-specific departments. for the Group’s corporate officers. Finally, as a listed company, Klépierre also has to abide by the rules concerning publications (see Security the Financial Reporting section below), corporate governance (see the first part of this report) and insider trading. To prevent the risk In order to handle security risks, the group has developed a comprehensive of insider trading, Klépierre has adopted a Stock Market Compliance strategy which has been translated into an ambitious three-part Charter governing, among other things, the transactions in its shares, action plan. which is updated regularly. Accordingly, permanent insiders are The first part entailed rapidly adapting the installations to the new authorized to carry out transactions in Klépierre’s shares only during threats that appeared in 2016-2017, by protecting all of the group’s clearly defined periods. Moreover, an Inside Information Committee Shopping Centers from “ram-car” style attacks. was set up in 2017 consisting of the Executive Board members, the Chief Legal Officer and the Group Head of Internal Audit & Control. The second part, expected to extend over 24 months, has been This committee decides whether to classify an information as “inside launched to “toughen” the shopping centers and prepare them to information” or not, to monitor potential inside information not deal with terrorist risks and the possibility of a sudden and brutal classified as such, and to draw up the list of the insiders with respect disruption of public peace. The Group is strengthening sensitive to the information concerned so as to remind them of their obligations. equipment rooms, management offices, security and safety Command Posts, improving video surveillance systems, and is implementing the 1.9.4.6 Security and safety of individuals and assets appropriate procedures for communicating with all lessors on site and for handling a security crisis. The group’s computer-assisted threat The safety and security of individuals and assets across its entire analysis and reporting tools that have proven their effectiveness will property portfolio is a top priority for the Klépierre Group. be rolled out in all countries where the Group is present. In 2017, a software solution was rolled out, with the help of a The third part, supposed to extend over much longer periods, but specialized consultant, to improve knowledge of the Klépierre property which is already producing positive effects, develops a holistic portfolio, as regards building and technical aspects. This solution approach to security where training for the Group’s employees, harmonizes the existing process of technical reviews of assets and close relations at each management level with institutional security improves measurement and benchmarking opportunities. Before and contributors, innovation and technological watch, benchmarking and during its roll-out, 180 staff were trained to use it, 80 of whom during cooperation with the security departments of other groups in different in-person training sessions. industries, participation in the security works of the representative bodies of the profession (CNCC and ICSC), should help to increase the The Group’s Maintenance Department, as part of its partnership with general level of resilience by placing Shopping Centers at the heart of its insurer’s engineering unit, and through audits and prevention plans a genuine “security ecosystem.” prepared across an array of sites annually, defined and rolled out the KLÉPIERRE 2017 REGISTRATION DOCUMENT 35

GROUP OVERVIEW 1 Internal control and risk management Emergency situations 1.9.4.8 Environment To guarantee the efficient handling of emergency situations that The Company has developed a comprehensive methodology to may evolve into a crisis, the Group has improved its crisis reporting evaluate environmental risks as part of its due diligence process processes, based on redundant communication systems and a for all new acquisitions and developments. Klépierre thus does standardized crisis assessment approach. This should facilitate the environmental impact studies and examines all approaches adopted immediate apprehension at the highest management levels, anytime, by the promoter and/or the previous owner (such as environmental anywhere, of the true nature of the crisis that could develop. certifications). Environmental risks are included in the risk mapping at The organization of the crisis management system has been improved, asset level and are closely incorporated into technical risk monitoring. the crisis units supposed to monitor and/or manage events at each Studies of natural risks (earthquakes, mud slides, flooding and management level are clearly identified and tailored to the different decontamination) and technological risks are undertaken before any types of crisis. A permanent watch system allows standardized investment decision is taken. Major environmental risks are factored and efficient response right from the very early stages of the into acquisition and disposal decisions. crisis. The Group has become more resilient and has improved the Regulations on the control and maintenance of wastewater networks, implementation of its business continuity plans. domestic supply water stations and distribution networks, and The crisis management system is tested as part of full-scale exercises. hydrocarbon evacuation and storage facilities exist in many countries. These tests, which measure team responsiveness, are run at least In addition, internal measures have been implemented to cover certain once or twice a year and may be done when customers are present risks that are not always covered by regulatory obligations. or outside of opening hours depending on the country. These good practices include building structure audits, energy audits, analyses to control presence of legionnaire’s disease, and thermal 1.9.4.7 Business continuity checks on electrical installations. Under its risk management policy, Klépierre has to: For more than five years Klepierre has had an ambitious environmental performance program designed to reduce natural resource > identify its business continuity requirements; consumption (operational energy efficiency, reduction of carbon emissions, limited use of drinking water, renovation, etc.) and to > prepare the corresponding action plans; continually improve supply quality. > perform regular tests to measure the efficiency of this plan; A series of initiatives have also been put in place to limit Klepierre’s > define and implement a specific crisis management framework. dependence on increasingly scarce fossil-based natural resources through the increased use of renewable resources (self-generation of The Group updated and tested its Business Continuity Plan (BCP) renewable energy, purchase of green electricity, promotion of “green” following the relocation of the Group’s head office in September 2009. modes of transport, etc.) The framework is predicated on a set of organizational and functional Moreover, the Company has an ambitious certification approach for its procedures geared to the possible types of incident. The following development activities and has set itself the goal of obtaining at least scenarios are covered: BREEAM Excellent for all new developments and major expansions. > a central building is damaged, partially or totally inaccessible, Klepierre has an active and ambitious approach to operational which totally or partially affects employees’ activity; excellence designed in particular to optimize asset management > the Group’s server room is damaged, resulting in long-term so as to continually reduce heating and/or air conditioning needs unavailability of computing resources, thus blocking any use of IT and thereby manage potential temperature variations without tools such as messaging and applications; excess consumption. This excellence approach can also be seen in > an external crisis situation (pandemic, instructions from public the development of new projects with a broad goal of continually authorities restricting travel and/or closing schools, etc.) is reducing greenhouse gas emissions and thereby reducing Klepierre’s declared, making it impossible for employees to go to their places dependence on fossil fuel in order to protect it from fluctuations in of work (central buildings and shopping centers, etc.). energy cost. The BCP is fleshed out by individual departments and divisions: The following processes have thus been put in place for these each manager defines the activities covered, the relevant staff and environmental risks: identification of roles and responsibilities within requirements for ensuring continuity of business. If a central building each country, review of procedures, documents and modus operandi, is affected, teams are transferred to a failover site. identification of possible emergencies but also permanent and periodic controls with the goal of reducing the occurrence of such In the event of a crisis, a crisis unit is responsible for coordinating the risks. overall response to the situation that has occurred, ensuring the safety In addition, regular meetings are organized with all the correspondents of the Group’s entire staff and business continuity. It also has to make in charge of the environmental approach within the 16 countries where sure that its response to the crisis helps to create confidence in the Klépierre operates, in order to ensure permanent consistency between Group and to reduce the public’s potential concerns. the Group’s issues and processes and the operational and effective During periods of crisis, the crisis unit makes any decision necessary implementation of these policies. for the smooth operation of the Group, until the situation reverts to In addition to the general liability insurance cover taken out to hedge normal. against the risk of accidental pollution, Klepierre also subscribed to a further specific policy increasing its coverage for environmental damage, and in particular to cover Klepierre’s liability in respect of damage resulting from gradual pollution. 36 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GROUP OVERVIEW Internal control and risk management 1 1.9.4.9 Information system The deployment of an ERP system (SAP) across the Group makes Klépierre oversees its entire information system for all European it possible to record day-to-day transactions and enter accounting subsidiaries of the Group centrally from the Group’s headquarters in data in an integrated and automated manner. To provide reliable and Paris. consistent information both internally and externally, all processes are designed and established according to a single standard and This information system is mainly based on an SAP Core Model common rules, which ensures the reliability of all data and the uniform supplemented by satellite tools that meet specific operational needs. quality of accounting information and its traceability. Automation and restrictions on manual entries help to enhance the quality of the data Klépierre’s IT strategy is based on three pillars: in the system. > oversight of new projects to improve functional coverage of the All the processes used to prepare accounting data are subject to information system; accounting control programs at various levels, including validation > facilitate Klépierre’s expansion by means of the IT integration of rules, authorizations and instructions concerning supporting evidence new subsidiaries (shared network, shared desktop environment, for and documentation of accounting tasks. The “Accounting Internal standardized processes and systems); Control” unit, which reports directly to the Deputy CFO, is in charge of defining and circulating the accounting control rules and ensuring > making operations in countries currently in production more the smooth operation of the internal control environment. reliable. The Klépierre Group’s internal financial data is certified using the Consolidated reporting at Group scale on the basis of a common Finance Accounting Control Tool (FACT). Through this process, language allows for reliable, coherent and efficient financial those involved in the evaluation of accounting controls formally communications. certify the reliability of the data provided and the proper functioning The data managed in Klépierre’s information systems may also be the of the fundamental controls necessary to ensure the accuracy of the subject of internal or external attacks. These are monitored both by financial data for which they are responsible. means of strict authorization procedures as well as auditing, screening This process contributes to the overall monitoring of the functioning of and security systems. internal accounting controls within the Group and keeps the Finance All information system data is hosted in a Tier 3 data center. The Department, which is responsible for the preparation and quality of the daily data backup is sent to a second Tier 3 data center and then Klépierre Group’s consolidated financial statements, informed about externalized. Disaster scenarios are played out twice a year and the preparation of financial statements in each subsidiary. thereby ensure the recovery of data in the event of a failure. The content of the certificates is determined by the Group’s To ensure the optimal management of this risk, the Information accounting internal control function, after approval by the Deputy Systems Department elected to relocate the Group’s server room and CFO. to set up a backup server room that could be activated in the event of Accounting internal control also has a role to play in the Group-level a disaster. All data is backed up daily. payment process, in particular as regards the definition of segregation of duties, authorizations in tools, the establishment of signatories, and 1.9.5 Preparation and processing the validation of sensitive data of third-party payment beneficiaries. of financial and accounting data In addition, to limit the risk of fraud, the Group has put in place secure payment methods. To this end, a Group banking platform was set The reliability of financial and accounting data, as well as compliance up in 2016 (Kyriba) and rolled out to almost the entire Group. Most with the regulations in force and internal instructions form the payments are made automatically from SAP to Kyriba. A double principal internal control objectives of the accounting production signature principle is always complied with for all payments to third process. parties. To ensure adequate coverage of the major accounting risks, Finally, through the implementation of prevention and detection Accounting Internal Control is predicated on knowledge of the controls and constantly making employees aware of the risks of fraud operational processes and their translation in the financial statements, (periodic reports that identify various cases of fraud and procedures on the definition of the responsibilities of the various participants in to follow if necessary), the accounting internal control function is the the process and on information system security. foundation of anti-fraud processes. The quarterly reporting system for Management Control (in place 1.9.5.1 Accounting organization at head office and the subsidiaries) uses a standard model to track and management control trends in the principal key performance indicators by country and by asset and to ensure that these are properly geared to the objectives Accounting tasks are carried out by the Finance Department in each laid down in the annual budget approved by Management. Reports country in which The Klépierre Group operates. The preparation of the prepared at regional level are reviewed for a second time by the Group corporate and consolidated financial statements is the responsibility Management Control Department. In addition, a full reconciliation is of the Finance Department. carried out by Group Management Control to ensure the consistency of the accounting results with the consolidated management results. KLÉPIERRE 2017 REGISTRATION DOCUMENT 37

GROUP OVERVIEW 1 Internal control and risk management 1.9.5.2 Account closing process and consolidation Compliance with the tax obligations under the various SIIC/SOCIMI The accounts are consolidated by the Consolidation Department regimes in the countries in which the Group operates is audited by for the entire scope of the Group. Data for the consolidation system the Group Tax Department in cooperation with the local Finance used at almost all Klépierre’s main subsidiaries is provided by the Departments. Finance Department in each country via interfaces with the local The clarity of financial reporting and the pertinence of accounting accounts. Off-balance sheet commitments are also held centrally in methods are overseen by the Audit Committee, in tandem with the it by consolidated unit. Statutory Auditors. Financial reporting and accounting data is then The consolidated financial statements are prepared using a process presented to and commented on by the Supervisory Board. laid down in instructions and predicated on a detailed schedule circulated to all the Finance Departments to ensure that deadlines are 1.9.5.3 Financial communication met and that the data provided complies with the Group’s accounting The Group Communications Department directly reports to the standards. Executive Board and is responsible for the Group’s financial reporting The principal accounting controls carried out at each quarterly close obligations vis-à-vis the market authorities. It is tasked with producing, in the consolidation process are: drafting and distributing the financial reporting documents published > controls on changes in the scope of consolidation; with a view to presenting the Group’s various activities to shareholders, institutional investors and financial analysts, explaining its results and > analysis of and supporting evidence for all consolidation outlining its expansion strategy. adjustments; The financial reporting team continuously monitors the reporting > analysis of and explanations for all deviations from budgets and obligations, with the support of the Legal Department. The disclosure forecasts. of information to the financial markets takes place according to a precise schedule that is circulated internally. With support from At each quarterly close, the Accounting Department coordinates an various units, the team designs the financial press releases, and internal certification process for the accounting data reported by the earnings and theme-based presentations. It coordinates the country, as well as the controls performed, in which the CFO for each preparation of all the various parts of the financial report (registration country certifies: document) and ensures that it is distributed. In conjunction with the > the reliability and compliance of the accounting data provided Legal Department, it makes sure that information is provided in line compared to the regulations in force and Group standards; with the required deadlines and in compliance with the relevant laws and regulations. > smooth operation of the accounting internal control system, safeguarding the quality of the accounting data; > significant events that occurred after the close of the accounts and their financial impact on the consolidated financial statements. 38 KLÉPIERRE 2017 REGISTRATION DOCUMENT

KLÉPIERRE 2017 REGISTRATION DOCUMENT 39

40 KLÉPIERRE 2017 REGISTRATION DOCUMENT

2 BUSINESS FOR THE YEAR 2.1 BUSINESS OVERVIEW 42 2.5 PARENT COMPANY EARNINGS 2.1.1 Economic environment 42 AND DISTRIBUTION 57 2.1.2 Retailer sales 42 2.5.1 Summary earnings statement for the parent company Klépierre SA 57 2.1.3 Gross rental income 43 2.5.2 Distribution 58 2.1.4 Net rental income 44 2.1.5 Contribution of assets 2.6 PORTFOLIO VALUATION 58 consolidated under the equity method 45 2.6.1 Property portfolio valuation 2.1.6 Shopping center business summary 46 methodology 58 2.6.2 Valuation 60 2.2 BUSINESS ACTIVITY BY REGION 47 2.2.1 France-Belgium (35.7% 2.7 FINANCIAL POLICY 62 of net rental income) 47 2.7.1 Financial resources 62 2.2.2 Italy (17.7% of net rental income) 48 2.7.2 Interest rate hedging 64 2.2.3 Scandinavia (15.6% 2.7.3 Cost of debt 64 of net rental income) 49 2.2.4 Iberia (9.9% of net rental income) 50 2.7.4 Financial ratios and rating 65 2.2.5 Central Eastern Europe (CEE) 2.8 EPRA PERFORMANCE INDICATORS 65 and Turkey (10.3% of net rental income) 50 2.8.1 EPRA Earnings 65 2.2.6 The Netherlands (4.5% 2.8.2 EPRA Net Asset Value of net rental income) 51 and Triple Net Asset Value 66 2.2.7 Germany (3.9% of net rental income) 52 2.8.3 EPRA Net Initial Yield and 2.2.8 Other retail properties (2.4% “Topped-up” Net Initial Yield 67 of net rental income) 52 2.8.4 EPRA Vacancy rate 67 2.8.5 EPRA Cost ratio 68 2.3 CONSOLIDATED EARNINGS 2.8.6 EPRA Capital expenditure 68 AND CASH FLOW 53 2.3.1 Consolidated earnings 53 2.9 EVENTS SUBSEQUENT 2.3.2 Change in net current cash flow 54 TO THE ACCOUNTING CUT-OFF DATE 69 2.9.1 Interest rate hedging operations 69 2.4 INVESTMENTS, DEVELOPMENT, 2.9.2 Share buyback program 69 AND DISPOSALS 55 2.4.1 Investment market 55 2.9.3 Disposals 69 2.4.2 Capital expenditure 55 2.10 OUTLOOK 69 2.4.3 Development pipeline 55 2.4.4 Disposals 57 2.4.5 Financial investments 57 KLÉPIERRE 2017 REGISTRATION DOCUMENT 41

BUSINESS FOR THE YEAR 2Business overview 2.1 Business overview 2.1.1 Economic environment The Eurozone economy has improved since the beginning of 2017, Overall, economic improvements are expected to be sustained with Gross Domestic Product (GDP) growth expected to reach into 2018, backed by the European Central Bank’s accommodative 2.4% for the entire year, compared to 1.8% in 2016(1). Solid economic monetary policy, a highly positive consumer sentiment, and an improvement from the Eurozone’s larger economies contributed improving labor market. GDP is projected to grow by 2.2%, and inflation to this growth, with economic confidence rising to its highest level is forecasted to remain at 1.5%. in 17 years(2) . Labor market conditions continued to improve, with unemployment declining in virtually all countries (9.1% in 2017, vs. 10.0% in 2016). Private consumption remained resilient (+1.8% in 2017, vs. +1.9% in 2016), while inflation accelerated to 1.5%, from 0.2% in 2016. 3 2017 AND 2018 MACROECONOMIC FORECASTS BY COUNTRY Real GDP growth rate Unemployment rate Inflation rate Country 2016 2017E 2018E 2016 2017E 2018E 2016 2017E 2018E EUROZONE 1.8% 2.4% 2.2% 10.0% 9.1% 8.5% 0.2% 1.5% 1.5% France 1.1% 1.8% 1.8% 10.1% 9.4% 9.2% 0.3% 1.1% 1.1% Belgium 1.5% 1.7% 1.7% 7.9% 7.2% 6.7% 1.8% 2.2% 1.6% Italy 1.1% 1.6% 1.5% 11.7% 11.2% 10.5% -0.1% 1.4% 1.2% Scandinavia Norway 1.1% 2.1% 1.8% 4.7% 4.3% 4.0% 3.5% 1.9% 1.6% Sweden 3.1% 3.1% 2.8% 6.9% 6.6% 6.0% 1.0% 1.9% 2.1% Denmark 2.0% 2.2% 2.0% 6.2% 5.8% 5.7% 0.2% 1.2% 1.6% Iberia Spain 3.3% 3.1% 2.3% 19.6% 17.2% 15.4% -0.3% 2.0% 1.3% Portugal 1.5% 2.6% 2.3% 11.0% 9.1% 8.2% 0.6% 1.5% 1.1% CEE & Turkey Poland 2.9% 4.3% 3.5% 6.2% 4.8% 4.3% -0.7% 1.9% 2.0% Czech Republic 2.5% 4.3% 3.5% 3.9% 3.0% 2.8% 0.7% 2.3% 2.2% Hungary 2.2% 3.9% 3.6% 5.1% 4.2% 4.0% 0.4% 2.3% 2.7% Turkey 3.3% 6.1% 4.9% 10.9% 11.1% 11.0% 7.8% 10.7% 9.9% The Netherlands 2.1% 3.3% 3.1% 6.0% 4.9% 4.5% 0.1% 1.3% 1.7% Germany 1.9% 2.5% 2.3% 4.2% 3.7% 3.5% 0.4% 1.7% 1.8% Source: OECD Economic Outlook, December 2017. Yearly data is change in % over previous year. 2.1.2 Retailer sales (3) On a geographic basis, retailer sales rose by 2.4% in France, with On a like-for-like basis , total retailer sales at Klépierre’s malls rose by 2.1% for the last 12 months (1.3% excluding extensions). Over the first particularly solid results in leading shopping centers such as Val 11 months of the year, they outperformed aggregated national retailer d’Europe (Paris), Créteil Soleil (Paris), and Écully Grand Ouest (Lyon). sales indices by 120 basis points(4). In addition to a better economic In Italy, retailer sales were flat for the year as a whole, but improved in climate and improved consumer confidence, releasing transactions the second half (+0.8%) with the dissipation of an adverse competitive and marketing initiatives, such as the Black Friday campaign rolled out impact in the northern part of the country. Spain and Portugal at 113 malls in 12 countries, contributed to this performance. continued to post impressive results, with retailer sales growing by 4.5% and 4.7%, respectively, reflecting Klépierre’s strong positioning in these countries. In Central Europe & Turkey (+7.2%), Hungary was the best performer (+10.9%), followed by Turkey (+9.8%), the Czech Republic (+5.2%), and Poland (+4.3%). Lastly, retailer sales in Germany grew at a steady pace (+1.9%), benefiting from recent leasing initiatives in Forum Duisburg (near Düsseldorf) and Centrum Galerie (Dresden). (1) Except indicated otherwise, all macroeconomic data in chapters 5 and 6 of this document are extracted from the OECD Economic Outlook, December 2017. (2) As measured by the economic sentiment indicator (ESI) of the European Commission as of December 2017. (3) Like-for-like change is on a same-center basis and excludes the impact of asset sales and acquisitions. (4) Compound index based on the following national retailer indices weighted by the share of each country in Klépierre’s total NRI. France: CNCC, Italy: ISTAT, Spain: INE, Portugal: INE, Norway: Kvarud, Sweden: HUI, Denmark: Danmarks statistik, Poland: PRCH, Hungary: KSH, Czech Republic: CZSO, the Netherlands: CBS; Turkey: AYD. 42 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Business overview 2 3 LAST 12-MONTH RETAILER SALES LIKE-FOR-LIKE CHANGE BY COUNTRY Year-on-year retail sales change through full-year 2017 Share in total Like-for-like change Like-for-like change(a) Reported retailer sales (excluding extensions) France 2.4% 31% 0.9% Belgium -1.6% 2% -1.6% France-Belgium 2.2% 33% 0.7% Italy -0.1% 25% -0.1% Norway -1.6% 9% -1.6% Sweden 1.5% 7% 1.5% Denmark -1.4% 4% -1.4% Scandinavia -0.4% 20% -0.4% Spain 4.5% 7% 4.5% Portugal 4.7% 3% 4.7% Iberia 4.6% 10% 4.6% Poland 4.3% 3% 4.3% Hungary 10.9% 2% 10.9% Czech Republic 5.2% 2% 5.2% Turkey 9.8% 2% 9.8% CEE and Turkey 7.2% 9% 7.2% The Netherlands(b) NS NS NS Germany 1.9% 3% 1.9% TOTAL 2.1% 100% 1.3% (a) Like-for-like change is on a same-center basis and excludes the impact of asset sales and acquisitions. (b) Only a few Dutch retailers report their sales to Klépierre. On a segment basis, health & beauty (12% of total sales) was the best remained solid in France, Sweden, and CEE & Turkey, though growth performing segment with 3.5% growth, followed by food & restaurant was negative in Norway and Denmark due to adverse weather effects (11% of total sales), for which sales grew by 3.3% thanks to Klépierre’s in the first six months. Culture & leisure (18% of total sales) sales were Destination Food® strategy roll-out across the portfolio. Fashion sales up by 1.6%. (40% of total sales) grew by 2.6% for the entire portfolio total and 3 LAST 12-MONTH RETAILER SALES CHANGE BY SEGMENT FY 2017 Share in total Like-for-like change Reported retailer sales Fashion 2.6% 40% Culture, Gifts & Leisure 1.6% 18% Health & Beauty 3.5% 12% Food & Restaurants 3.3% 11% Household equipment -1.6% 12% Others 2.3% 8% TOTAL 2.1% 100% 2.1.3 Gross rental income 3 GROSS RENTAL INCOME (ON A TOTAL-SHARE BASIS) In €m 12/31/2017 12/31/2016 Current change France-Belgium 438.1 428.4 2.3% Italy 210.3 204.7 2.7% Scandinavia 192.5 197.6 -2.6% Iberia 123.6 113.1 9.3% CEE and Turkey 124.5 121.3 2.7% The Netherlands 64.6 61.1 5.8% Germany 54.4 57.2 -4.8% TOTAL SHOPPING CENTERS 1,208.0 1,183.4 2.1% Other retail properties 28.0 30.6 -8.7% TOTAL 1,236.0 1,214.0 1.8% KLÉPIERRE 2017 REGISTRATION DOCUMENT 43

BUSINESS FOR THE YEAR 2Business overview On a Total-Share basis, shopping center gross rental income Adding in gross rental income generated by other retail properties amounted to €1,208.0 million in 2017, versus €1,183.4 million in 2016. (down 8.7%, mostly due to asset disposals), total gross rental income This increase reflects the combination of a solid like-for-like growth, reached €1,236.0 million, versus €1,214.0 million in 2016, a 1.8% growth. the impact of the acquisition of Nueva Condomina (Murcia, Spain), and the opening of Val d’Europe’s (Paris) extension and Hoog Catharijne’s redevelopment (Utrecht, the Netherlands), which more than offset the (1) impact of the disposals of the last 18 months . 2.1.4 Net rental income 3 NET RENTAL INCOME (ON A TOTAL-SHARE BASIS) Like-for-like Index-linked rental In €m 12/31/2017 12/31/2016 Current change change adjustments France-Belgium 394.9 388.0 1.8% 2.5% 0.1% Italy 195.2 189.8 2.8% 2.9% 0.3% Scandinavia 172.6 180.3 -4.3% 4.6% 2.4% Iberia 110.0 98.4 11.8% 6.8% 1.1% CEE and Turkey 113.8 110.1 3.4% 3.1% 1.1% The Netherlands 49.3 45.5 8.4% 2.1% 1.0% Germany 42.8 42.0 2.1% 0.1% 0.0% TOTAL SHOPPING CENTERS 1,078.6 1,054.1 2.3% 3.3% 0.7% Other retail properties 27.1 29.3 -7.5% TOTAL 1,105.6 1,083.4 2.1% Net rental income (NRI) generated by shopping centers reached 3 SHOPPING CENTER NRI BREAKDOWN BY REGION €1,078.6 million in 2017, up 2.3% on a current-portfolio, Total-Share FOR THE TWELVE-MONTH PERIOD ENDED basis compared to the same period in 2016. This increase reflects a DECEMBER 31, 2017 (ON A TOTAL-SHARE BASIS) combination of the following items: > a €32.5 million increase on a like-for-like basis (+3.3%); 4.0% 36.6% Germany France-Belgium > a negative scope effect of €8.0 million, with the impact of disposals 4.6% more than offsetting that of acquisitions and development. The Netherlands (2) 10.6% On a like-for-like portfolio basis , shopping center NRI was up by 3.3%, outperforming by 260 bps index-linked rental adjustments of +0.7%. CEE and Turkey 10.2% Iberia 16.0% 18.1% Scandinavia Italy (1) For more information, please refer to the “Investments, Developments and Disposals” section of this document. (2) Like-for-like excludes the contribution of new spaces (acquisitions, greenfield projects or extensions), spaces being restructured, disposals completed in 2017, and foreign exchange impacts. 44 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Business overview 2 3 FOREIGN EXCHANGE IMPACT ON LIKE-FOR-LIKE NRI OVER THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2017 NRI like-for-like change Forex impact on NRI At constant forex At current forex like-for-like change Norway 4.3% 3.9% -40 bps Sweden 4.7% 2.9% -180 bps Denmark 4.7% 4.8% 10 bps Scandinavia 4.6% 3.8% -70 bps Poland -1.9% -1.7% 25 bps Hungary 14.7% 14.7% -10 bps Czech Republic 12.9% 13.5% 60 bps Turkey* -6.9% -4.9% 200 bps CEE and Turkey 3.1% 4.0% 90 bps TOTAL 3.3% 3.3% 0 BPS * Figures for Turkey do not reflect the depreciation of the Turkish Lira as rents in Klépierre malls are denominated in EUR and USD. They consequently reflect the EUR/USD exchange rate change. 2.1.5 Contribution of assets consolidated under the equity method The net rental income contribution of assets consolidated under > Norway: Økernsenteret (Oslo), Metro Senter (Oslo region), the equity method to Klépierre’s consolidated financial statement Nordbyen (Larvik); amounted to €65.7 million in 2017. These assets are: > Portugal: Aqua Portimão (Portimão); > France: Espace Coty (Le Havre), Le Millénaire (Paris), Les Passages > Turkey: Akmerkez (Istanbul). (Paris), Mayol (Toulon); > Italy: Porta di Roma (Rome), Il Corti Venete (Verona), Il Leone The tables below present the contributions of each country to gross (Lonato), Il Destriero (Vittuone), Città Fiera (Udine region); and net rental income, net current cash flow, and net income. These contributions include investments in jointly-controlled companies and investments in companies under significant influence. 3 CONTRIBUTION OF ASSETS CONSOLIDATED UNDER THE EQUITY METHOD GROSS RENTAL INCOME – TOTAL SHARE NET RENTAL INCOME – TOTAL SHARE In €m 12/31/2017 12/31/2016 In €m 12/31/2017 12/31/2016 France 21.9 24.4 France 15.9 19.2 Italy 39.6 39.0 Italy 34.1 33.2 Norway* 7.9 13.3 Norway* 6.4 11.2 Iberia 3.1 3.0 Iberia 2.7 2.6 Turkey 9.9 15.8 Turkey 6.5 10.8 TOTAL 82.5 95.5 TOTAL 65.7 76.9 * In order to obtain Group share interests for Norway, data must be multiplied by * In order to obtain Group share interests for Norway, data must be multiplied by 56.1%. 56.1%. NET CURRENT CASH FLOW – TOTAL SHARE NET INCOME – TOTAL SHARE In €m 12/31/2017 12/31/2016 In €m 12/31/2017 12/31/2016 France 13.1 15.9 France 2.5 8.2 Italy 25.4 23.4 Italy 56.8 44.7 Norway* 6.4 11.3 Norway* 22.5 11.1 Iberia 0.3 0.2 Iberia 3.1 1.1 Turkey 6.3 10.2 Turkey -10.6 24.4 TOTAL 51.5 61.0 TOTAL 74.4 89.5 * In order to obtain Group share interests for Norway, data must be multiplied by * In order to obtain Group share interests for Norway, data must be multiplied by 56.1%. 56.1%. KLÉPIERRE 2017 REGISTRATION DOCUMENT 45

BUSINESS FOR THE YEAR 2Business overview 2.1.6 Shopping center business summary 2.1.6.1 Leasing highlights 3 KEY PERFORMANCE INDICATORS Renewed and re-let leases Reversion Reversion EPRA (a) (b) (in €m) (in %) (in €m) OCR vacancy rate Bad debt rate France-Belgium 38.4 11.0% 4.2 12.7% 3.3% 1.9% Italy 25.4 15.8% 4.0 11.5% 1.2% 1.7% Scandinavia 20.6 12.4% 2.5 11.5% 3.1% 0.1% Iberia 16.8 20.2% 3.4 13.1% 4.2% 0.2% CEE and Turkey 21.9 8.9% 2.0 12.9% 3.9% 2.6% The Netherlands 1.7 13.5% 0.2 - 6.0% 1.2% Germany 1.7 -4.6% -0.1 10.9% 5.9% 2.3% TOTAL 126.5 12.9% 16.2 12.2% 3.2% 1.5% Scope includes assets consolidated under the equity method at 100%. (a) Occupancy cost ratio. Not calculated for the Netherlands as only a few Dutch retailers report their sales to Klépierre. (b) 12-month rolling. In 2017, leasing activity was very strong, with all key performance and Le Gru (Turin) in Italy, Field’s (Copenhagen) in Denmark, and indicators showing a clear acceleration compared to 2016: Meridiano (Santa Cruz) in Spain. Among the trendy restaurants to be (1) introduced to various malls are Five Guys, burger chain Big Fernand, > 1,864 deals were signed, which represents an 8% increase ; Wagamama, Exki, Leon, Comptoir Libanais and Johnny Rockets. > €126.5 million in minimum guaranteed rents (MGR) were In addition, Klépierre has estimated that in 2017 retailers were renegotiated (+7%; renewal or re-let), with a high 12.9% reversion; committed to invest ca. €344 million (vs. €318 million in 2016) in the (2) > €35 million in additional annual MGR, up 20% compared to 2016. renovation of their stores at Klépierre shopping malls . This robust performance reflects Klépierre’s increased focus on On a geographic basis, France was the most dynamic country, with key account management, which translated into steady deal flow 374 deals signed in 2017 (+4% vs. 2016; with an 11% reversion rate with expanding international retailers: 37 leases were signed with on renewal and relet). This strong performance was supported by the Calzedonia group, 21 with Inditex, 19 with Yves Rocher, 14 with a successful re-leasing campaign at Saint-Lazare (Paris), significant Pandora, 11 with JD Sports, 10 with Kiko, and 8 with Sephora. Many leasing progress at Prado (Marseille, France), the extension project of these retailers collaborated with Klépierre to open “right-sized” at Val d’Europe, and the ongoing reletting and renewal campaigns stores featuring their latest retail concepts and to expand their reach across the country. throughout Europe. The Italian portfolio recorded 337 new or renewed contracts (+11.2% Last but not least, Klépierre remained extremely active in rolling vs. 2016; +15.8% reversion), supported by the ongoing re-leasing out its Destination Food® concept. With food & beverage retailer campaigns at Globo (Busnago, 27 leases), Porta di Roma (Rome, 26), sales growing twice as fast as total retailer sales at Klépierre malls Campania (Naples, 19), Il Leone (Lonato, 19), and Romagna Shopping since 2013, this approach enriches the retail mix through a more Valley (Emilia-Romagna region, 17). innovative and expanded food offering, which ultimately contributes to Lastly, leasing activity remained buoyant in Iberia, with 321 deals increased footfall, dwell time and retailer sales. In 2017, the Destination (+21.1% versus 2016) posting record high reversion of 20.2%. These Food® concept was notably implemented at Val d’Europe in France, performances reflect the economic recovery of Spain and Portugal Hoog Catharijne (Utrecht) in the Netherlands, Campania (Naples) and the quality of Klépierre’s portfolio. (1) In 2017, Klépierre discontinued the separate counting of storage unit leases in Scandinavia for harmonization purposes; 2016 figures have been restated accordingly. (2) Estimated amount based on a representative sample of leases signed in 2017 and extrapolated for the entire portfolio. Investment may be spread-out over several years. 46 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Business activity by region 2 2.1.6.2 Lease expiry schedule 3 SHOPPING CENTER LEASE EXPIRY SCHEDULE Average lease Country/Area ≤2017 2018 2019 2020 2021 2022 2023 2024 2025+ Total length left France 13.5% 5.3% 7.7% 7.8% 10.0% 11.6% 10.8% 7.5% 25.8% 100.0% 4.7 Belgium 0.0% 2.0% 9.8% 1.1% 1.1% 3.2% 58.2% 5.8% 18.7% 100.0% 5.6 France-Belgium 13.0% 5.2% 7.8% 7.5% 9.6% 11.3% 12.7% 7.4% 25.5% 100.0% 4.7 Italy 8.6% 10.4% 14.5% 11.8% 12.9% 13.1% 7.2% 3.9% 17.5% 100.0% 4.1 Denmark* Norway 1.9% 21.5% 21.1% 12.9% 13.1% 10.0% 5.9% 3.8% 9.7% 100.0% 3.3 Sweden 3.1% 18.7% 23.0% 18.1% 11.7% 14.0% 1.8% 2.2% 7.4% 100.0% 2.8 Scandinavia 2.4% 20.4% 21.9% 15.0% 12.5% 11.7% 4.2% 3.2% 8.8% 100.0% 3.1 Spain 0.0% 6.3% 8.5% 7.3% 10.1% 9.4% 11.6% 8.0% 38.8% 100.0% 7.0 Portugal 0.5% 5.3% 6.6% 8.0% 15.5% 12.2% 16.4% 5.8% 29.7% 100.0% 6.0 Iberia 0.1% 6.1% 8.1% 7.5% 11.3% 10.0% 12.7% 7.5% 36.8% 100.0% 6.8 Poland 2.1% 10.4% 11.9% 25.0% 14.7% 18.8% 3.8% 0.9% 12.3% 100.0% 3.2 Hungary 0.8% 21.5% 16.5% 22.5% 14.9% 14.2% 2.6% 2.1% 5.0% 100.0% 3.0 Czech Republic 0.9% 18.2% 10.3% 9.5% 18.7% 25.3% 7.2% 3.1% 6.9% 100.0% 3.6 Turkey 6.5% 27.0% 9.7% 10.1% 10.5% 14.5% 8.8% 2.7% 10.3% 100.0% 3.2 CEE and Turkey 2.8% 19.3% 11.6% 16.0% 14.6% 18.5% 6.0% 2.2% 9.0% 100.0% 3.3 The Netherlands 2.5% 20.8% 11.1% 2.2% 6.4% 5.1% 7.6% 6.5% 37.8% 100.0% 5.6 Germany 0.0% 10.3% 11.0% 1.1% 8.8% 34.0% 10.4% 5.2% 19.2% 100.0% 5.2 TOTAL 7.5% 10.3% 11.5% 9.6% 11.2% 13.0% 9.6% 5.5% 21.7% 100.0% 4.5 * Under Danish law, lease contracts are open-ended. 2.2 Business activity by region 2.2.1 France-Belgium (35.7% of net rental income) 3 NRI & EPRA VACANCY RATE IN FRANCE-BELGIUM Current-porfolio NRI Like-for-like portfolio NRI EPRA vacancy rate In €m 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 France 378.0 372.4 1.5% 370.4 362.2 2.3% 3.5% 3.3% Belgium 16.8 15.7 7.5% 16.8 15.7 7.5% 0.2% 0.5% FRANCE-BELGIUM 394.9 388.0 1.8% 387.2 377.9 2.5% 3.3% 3.2% Economic growth in France was robust in 2017, with GDP increasing Entertainment and fashion were the best performing segments, by 1.8%, which marks a significant acceleration compared to 2016 growing by 9.0% and 4.6%, respectively, over the last 12 months. Food (+1.1%), on the back of strong private consumption, robust business & beverage (+1.5%), culture & leisure (+1.5%), and health & beauty confidence, and an improved labor market (unemployment dropped (0.8%) recorded good results, while the household equipment segment to 9.4% from 10.1% in 2016). was slightly lagging (-0.6%). In 2017, Klépierre’s retailer sales were up by 2.4% on a like-for-like Net rental income increased by 2.5% on a like-for-like basis over basis (+0.9% excluding the extension of Val d’Europe), corroborating 2017, outperforming indexation by 240 basis points. This performance the improved consumption environment in France (+0.2% in 2016). For derived from the recent leasing actions and the positive reversion, the first 11 months of 2017, retailer sales at Klépierre malls outpaced especially at Val d’Europe and Saint-Lazare (Paris), where the Group (1) the national index by 370 basis points , compared to a 150 basis- benefited from the first renewal campaign (see below), capturing the point outperformance in 2016. In the last quarter, retailer sales were remarkable success of the shopping center since opening. Additionally, particularly strong, boosted by the successful Black Friday campaign the recent renegotiation of the Clear Channel contract generated (+19% over three days). higher revenues and lower operating costs through procurement Sales at Val d’Europe (Paris) posted a 19% increase, benefiting from initiatives, which also contributed to the solid like-for-like growth. its extension (opened in April 2017) and the inauguration of Primark (in September 2017). (1) The CNCC index was down 1.1% for the first 11 months of 2017, year-on-year. KLÉPIERRE 2017 REGISTRATION DOCUMENT 47

BUSINESS FOR THE YEAR 2Business activity by region Leasing activity remained dynamic in 2017, with 374 leases signed Bialetti, Lacoste, and Histoire d’Or will enhance the leasing mix. In (vs. 360 in 2016) at an average 11.0% reversion rate for relets and January 2018, Sephora opened its second largest store in France at renewals (France and Belgium). The EPRA vacancy rate ended the Saint-Lazare, showcasing its new concept store over 1,100 sq.m. At year at 3.3% (vs. 3.2% in 2016). Over the year, the increased focus on Grand’Place (Grenoble), the re-leasing campaign yielded the signature key account management triggered a strong deal-flow with retailers of 22 contracts. Fnac (2,900 sq.m.), André (250 sq.m.), Nature & such as Inditex (eight deals), JD Sports (seven), Sephora (six), Claire’s Découvertes (430 sq.m.), and Morgan renewed their leases, while JD (six), Celio (five), and Yves Rocher (four). Sports and NYX have unveiled new stores. Lastly, leasing operations From a mall-by-mall perspective, the re-leasing campaign at Saint- advanced at Prado (Marseille), with 17 leasing contracts signed with Lazare stood out as particularly successful, with 41 deals signed. Zara (3,290 sq.m.), Auchan (2,280 sq.m.; new gourmet concept), Lush, Undiz, Yves Rocher, and Petit Bateau renewed their contracts, while Courir, Repetto, Big Fernand, and Wagamama. The diversified retail popular retailers including NYX, Celio, Nespresso, Rituals, Levi’s, offer, in addition to the Galeries Lafayette flagship store, will greatly enhance the mall’s position in the region. 2.2.2 Italy (17.7% of net rental income) 3 NRI & EPRA VACANCY RATE IN ITALY Current-porfolio NRI Like-for-like portfolio NRI EPRA vacancy rate In €m 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 ITALY 195.2 189.8 2.8% 181.6 176.5 2.9% 1.2% 1.7% The Italian economy saw accelerated recovery in 2017, supported Klépierre’s Italian portfolio remained appealing to international by improved private consumption and stronger exports. GDP grew retailers. In 2017, Pandora signed seven deals, two of which included by 1.6% in 2017 (vs. 1.1% in 2016) and is expected to continue growing an enlargement of the store in line with the brand’s new concept. In at 1.5% in 2018. Unemployment improved slightly, from 11.7% last year addition, six contracts were signed with Kiko, five with Pimkie, two to 11.2%. with Nespresso, twelve with Calzedonia, Intimissimi and Intimissimi Retailer sales at Klépierre’s Italian malls were flat (-0.1%) in 2017, Uomo, and two with Foot Locker. Re-leasing campaigns carried out gradually improving in H2 (+0.8%). While rising competition in the at Romagna Shopping Valley (Emilia-Romagna region), Il Leone North of Italy negatively impacted Klépierre malls in 2016 and the first (Lonato), Porta di Roma (Rome), and Campania (Naples) helped part of the year, the impact faded away in the second half. secure 80 contracts at very positive reversion rates. At Nave de Vero (Venice), which opened in 2014, sales continued At Le Vele (Cagliari), Stradivarius opened a 600-sq.m. store in to grow (+5.1%). At Porta di Roma (Rome), retailer sales were also December on a previously vacant unit; the third Inditex store opened dynamic (+2.4%), benefiting from the recent leasing campaign and at the center, together with Bershka and Pull & Bear. Shi’s, the urban the implementation of our Clubstore® concept. Japanese concept restaurant, opened a 360-sq.m. unit in October, further diversifying the mall’s mix. At Il Leone (Lonato), 2017’s renewal Net rental income growth on a like-for-like basis remained strong and re-leasing campaign helped sustain good reversion rates. Retailers at 2.9%, 260 bps above indexation. The high level of reversion in such as Pimkie, Kiko, Intimissimi, and Calzedonia renewed their leases. 2016 (+16.7%) and 2017 (+15.8%) remained the main growth driver. In Additionally, the retail offer will be further enriched with the arrival addition, the decrease in vacancy (-50 bps), higher specialty leasing of popular brands that include Victoria’s Secret, JD Sports, Alice income, a lower bad debt allowance, and higher turnover rents more Pizza, Bialetti, Bata, and O Bag. At Milanofiori (Milan), the ongoing than offset the property tax increase. implementation of the Clubstore® and Destination Food® concepts A total of 337 leases was signed in 2017 (vs. 303 leases in 2016), triggered an acceleration of renewals and openings: new restaurants, of which 315 re-leasing or renewal leases contributed to an average including Spontini and Eatica, opened to the public in December 2017. 15.8% reversion rate. 48 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Business activity by region 2 2.2.3 Scandinavia (15.6% of net rental income) 3 NRI & EPRA VACANCY RATE IN SCANDINAVIA Current-porfolio NRI Like-for-like portfolio NRI EPRA vacancy rate In €m 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Norway 65.4 66.4 -1.5% 66.3 63.6 4.3% 2.2% 2.6% Sweden 56.0 61.6 -9.0% 56.0 53.4 4.7% 3.7% 2.7% Denmark 51.1 52.3 -2.2% 51.0 48.7 4.7% 4.0% 5.7% SCANDINAVIA 172.6 180.3 -4.3% 173.2 165.7 4.6% 3.1% 3.5% Overall, the Scandinavian economy remained strong and was Norway, rental income was boosted by lower vacancy (-170 bps and supportive to Klépierre’s business, with high GDP growth, a low level -40 bps respectively). On a current portfolio basis, net rental income of unemployment, and rising inflation: declined by 4.3% following the disposal of two shopping malls (Torp > in Norway, GDP grew by 2.1% in 2017 thanks to stronger private Köpcentrum and Lillestrøm Torv) and the office building adjacent to consumption and improved private investment. Higher crude the Emporia shopping center in Malmö. prices in the fourth quarter helped drive the oil and gas sector Leasing activity remained robust, with 279 leases(1) signed in 2017 recovery. Consumer confidence rose to a three-year high by the with a high level of reversion (+12.4% on renewals and relets), while end of 2017 and unemployment improved from 4.7% in 2016 to EPRA vacancy continued to decrease (from 3.5% at the end of 2016 4.3% in 2017; to 3.1% in 2017): > economic growth in Sweden remained strong: GDP grew by 3.1% > in Norway, at Metro Senter (Lørenskog), the merchandising mix in 2017, the same pace as 2016. This was mainly attributable to was complemented by the arrival of new retailers, including the construction investment and exports. Unemployment was at jewelry brand Gullfunn and the first new cosmetic brand Loco around 6.6% and private consumption increased by 2.5% compared (Vita Group); international retailers such as Triumph and Burger to 2016; and King also renewed their leases in the shopping center. At Arkaden > GDP growth in Denmark reached 2.2% in 2017 (vs. +2.0% in 2016), Torgterrassen (Stavanger), H&M unveiled its refurbished store against the backdrop of robust domestic demand. Inflation picked over 3,400 sq.m. and COS opened its first store in a shopping up and reached 1.2% by the end of the year. Both consumer and center in November, covering 1,400 sq.m. At Oslo City, Pandora business confidence remained upbeat. Unemployment decreased will open its new store in January 2018; from 6.2% in 2016 to 5.8% in 2017, further boosting private > in Sweden, 36 deals were secured with global retailers at Emporia consumption. (Malmö), including new leases signed with Swarovski, Calzedonia, Retailer sales in Sweden were up 1.5%, while Norway and Denmark and Calvin Klein. The Danish brand Normal’s will open its first were down 1.6% and 1.4% on a like-for-like basis, respectively. Adverse Swedish store (460 sq.m.) in January, while Vapiano, Levi’s, weather conditions in the first half of the year in Norway and Denmark Espresso House, and Sealife renewed their leases; in October, H&M penalized the fashion and sports segments. opened a full-size store (3,310 sq.m.), including its home concept products. At Marieberg and Kupolen, H&M also extended their At Metro Senter (Lørenskog, Norway), retailer sales rose by 1.4%, stores to a total of 3,260 and 2,860 sq.m. respectively; helped by the now fully-leased retail park. In Sweden, Emporia (Malmö) > occupancy and tenant mix were greatly improved in our Danish posted sales up 4.9% year-on-year, Galleria Boulevard (Kristianstad) portfolio. At Field’s (Copenhaguen), Destination Food® was +2.4%, and Marieberg (Örebro) +0.9%. On a segment basis, health & implemented in all its aspects. The leisure offer was enriched by the beauty outperformed all the others, recording solid performances in new leases signed with Bounce Trampoline Park (4,100 sq.m.) and a the region (+3.5% in Norway, +4.6% in Sweden and +5.8% in Denmark). virtual reality (VR) experience shop – the first VR experience venue in Like-for-like growth in net rental income was very robust at 4.6%, a Danish shopping center. Additionally, the food offer was completely driven by rising indexation (2.4% vs 1.4% last year) and a high level revamped and now spans an extensive array of different cuisines. At of reversion (+12.4%). Growth was sustained in all countries: Norway Bryggen (Viejle), new contracts were signed with Sport 24, the Danish (+4.3%), Sweden (+4.7%), and Denmark (+4.7%). In Sweden, the Group sportswear brand (including a 700-sq.m. shop and a 765-sq.m. outlet), also benefited from an increase in variable rents. In Denmark and and with Toys “R” Us for a new store on a double level. (1) Number restated to take into account a new way to account storage unit in Scandinavia. KLÉPIERRE 2017 REGISTRATION DOCUMENT 49

BUSINESS FOR THE YEAR 2Business activity by region 2.2.4 Iberia (9.9% of net rental income) 3 NRI & EPRA VACANCY RATE IN IBERIA Current-porfolio NRI Like-for-like portfolio NRI EPRA vacancy rate In €m 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Spain 89.6 79.4 12.9% 80.8 75.8 6.6% 3.1% 3.8% Portugal 20.4 19.0 7.3% 20.4 19.0 7.3% 7.6% 8.1% IBERIA 110.0 98.4 11.8% 101.2 94.8 6.8% 4.2% 4.9% The Spanish economy was strong in 2017, with GDP growing by 3.1% Leasing performance remained buoyant in Iberia, as a total of and unemployment declining sharply to 17.2%, from nearly 20% in 2016. 321 leases (vs 265 in 2016) was signed over the course of the year at This growth is projected to continue in 2018 thanks to further job very high reversion rates (+20.2% on renewals and relets). Similarly, creations, boosting private consumption and business confidence. EPRA vacancy continued to decline (-70 bps in Spain and -50 bps Inflation reached 2.0% in 2017, whereas is expected to decelerate to in Portugal). 1.3% in 2018. Portugal saw strong growth momentum in 2017, with Leading Spanish malls contributed substantially to this result. At GDP growth of 2.6% (compared to 1.5% in 2016), on the back of a Plenilunio (Madrid), the successful re-leasing campaign led to the rebound in private consumption and consumer confidence, as well as introduction of new retailers, including Flying Tiger – a popular Danish a recovering labor market. retailer –, Stradivarius, Lush, and Etam. At La Gavia (Madrid), Yves Retailer sales in both countries registered healthy growth, with Rocher, Tous and Benetton renewed their leases; new contracts were Spain increasing by 4.5% and Portugal by 4.7% on a like-for-like basis, signed with Vans, Undiz, Parfois, and the popular burger restaurant benefiting from ongoing macro-economic recovery and the leading Five Guys. At Nueva Condomina (Murcia), new leases were signed with position of the Klépierre malls. In Spain, health & beauty was the retailers including Zara Home (530 sq.m.), the clothing chain store best performing segment, with sales growing by 14.5%, followed by OVS (1,735 sq.m.), Kiko, Pimkie, Reebok, and Orchestra. In addition, entertainment (10.4%), services (9.1%), and culture & leisure (8.8%). Zara will open its largest store in the region in the next few months All Spanish malls contributed to the overall sales growth (Nueva of 2018 in a 3,400-sq.m. unit, featuring its new concept. Since its Condomina: +8.4%; Meridiano: +7.5%; Plenilunio: +4.7%; Principe Pio: acquisition, Nueva Condomina saw its vacancy fall by 730 bps. The re- +3.5%; and La Gavia: +2.7%). At Espaço Guimarães, in Portugal, retailer leasing campaign at Principe Pio (Madrid) translated into 13 deals with sales increased by 8.7% thanks to the recent re-leasing campaign. Yves Rocher, Stradivarius, Levi’s, Kiko, Benetton and Footlocker. Lastly, Net rental income saw a like-for-like increase of 6.8% over 2017, the iconic shopping center in Barcelona, Maremagnum, attracted new largely outperforming Spanish indexation (1.2%). This strong growth retailers including Lush, Pandora, Adidas, and Yves Rocher, further is mostly attributable to the high level of reversion combined with a diversifying its retail offer. further decline in the vacancy rate (-70 bps to 4.2%), both in Spain and At Parque Nascente (Porto, in Portugal), Klépierre secured four in Portugal. The contribution from specialty leasing further boosted new leases with the Inditex group: Stradivarius (570 sq.m.), Lefties the NRI growth. On a current basis, net rental income increased by (1,350 sq.m.), Bershka (780 sq.m.) and Zara extended its shop to 11.8% thanks to the contribution of Nueva Condomina, which more 2,260 sq.m. on a “rightsized” unit. than offset the impact of recent disposals (Sexta Avenida (Madrid), Ruta de la Plata (Cáceres), Espacio Torrelodones (Madrid), Augusta (Zaragoza) and Puerta de Alicante (Alicante)). 2.2.5 Central Eastern Europe (CEE) and Turkey (10.3% of net rental income) 3 NRI & EPRA VACANCY RATE IN CEE & TURKEY Current-porfolio NRI Like-for-like portfolio NRI EPRA vacancy rate In €m 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Poland 31.5 32.1 -1.8% 31.5 32.1 -1.9% 1.1% 1.3% Hungary 21.2 19.2 10.4% 21.2 18.4 14.7% 2.4% 4.6% Czech Republic 30.3 26.7 13.5% 30.3 26.8 12.9% 1.2% 0.7% Turkey 28.6 30.1 -4.9% 29.1 31.3 -6.9% 7.3% 9.7% Others 2.3 2.1 7.2% 2.4 2.3 1.5% 7.0% 6.4% CEE AND TURKEY 113.8 110.1 3.4% 114.4 111.0 3.1% 3.9% 5.7% The Central and Eastern European economies grew rapidly, > economic activity in Czech Republic also surged, with GDP buttressed by both strong domestic and external activity. Regional expanding at 4.3% year-on-year, driven by robust private and GDP soared more than 5% in 2017, reaching the highest growth rate global demand. Unemployment reached a historically low 3% and since 2008. This growth was supported by improving labor markets, is forecasted to further drop to 2.8% in 2018; favorable fiscal policies, better financial conditions, and solid Eurozone > GDP rose by 3.9% in Hungary, underpinned by higher consumer export demand: confidence and rapid growth in disposable income on the back of > Poland, the region’s largest economy, registered strong GDP fast wage rises and continued employment growth. This rhythm growth (+4.3% in 2017 vs. 2.9% in 2016), mainly attributable to is expected to be sustained into 2018; sustained consumer confidence and improved employment; > in Turkey, GDP growth exceeded 6% in 2017, thanks to the recovering exports and positive fiscal stimulus. 50 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Business activity by region 2 Retailer sales in CEE & Turkey continued to grow at a rapid pace A total of 91 leases were signed in the Czech Republic over the (+7.2%) thanks to improving consumptions conditions. All countries year. At Nový Smíchov (Prague), the acquisition of the first floor of contributed to this solid performance (Hungary: +10.9%; Turkey: +9.8%; the Tesco hypermarket was successfully completed in December, Czech Republic: +5.2%; Poland: +4.3%). By segment, food & beverage helping generate a large retail space of 7,000 sq.m. In June 2018, posted strong double-digit growth in all of the four countries, thanks Zara (3,300 sq.m.) and Bershka (1,020 sq.m.) will open enlarged stores to positive feedback following Destination Food® implementations. at that location, showcasing their latest concepts. In January 2018, Health & beauty also recorded solid results across the countries, with Sephora will also unveil its new concept store covering 1,000 sq.m. in sales in Turkey growing by 19%, Hungary by 12%, Poland by 7.5%, and the center. In addition, new brands such as Nespresso and Amazing Czech Republic by 6%. Lastly, improving consumer economics helped Jewelry were introduced to the center. At Plzeň Plaza (Plzeň), an fashion sales reach an average 7% growth rate in the region. ongoing renewal and re-leasing campaign ran with success: Calvin Against this backdrop, net rental income in CEE & Turkey increased Klein, Calzedonia, Guess, and Intimissimi renewed their leases, and by 3.1%, outperforming indexation by 200 bps. This rise encompassed Burger King signed for 140 sq.m. a very strong performance of Hungary (+14.7%) and Czech Republic In Hungary, 129 deals were signed, with 100 renewals and re-leasings (+12.9%), benefiting from strong reversion and vacancy reduction in at a high reversion rate. As a result, EPRA vacancy decreased Hungary (-220bps). In Poland, the net rental income decline (-1.9%) significantly, from 4.6% by the end of 2016 to 2.4% in December 2017. was mostly attributable to negative reversion following the renewal At Corvin Plaza (Budapest), Klépierre introduced a Flying Tiger store campaign at Lublin Plaza (Lublin), Rybnik Plaza (Rybnik), and from the popular Danish brand. At Duna plaza (Budapest), two main Sosnowiec Plaza (Sosnowiec), which more than offset the strong anchors, Media Markt (3,020 sq.m.) and the post office (430 sq.m.), increase in specialty leasing income. Lastly, in Turkey (-6.9%), the renewed their contracts; additionally, Costa Coffee was added to the depreciation of the local currency remains the main headwind, resulting center’s food & beverage offer and the largest regional shoe retailer in higher temporary discounts granted to tenants to soften the OCR. CCC took up a 1,090-sq.m. unit. Leasing activity remained solid in Poland, where 122 contracts were A total of 110 leases were signed in the Turkish portfolio over the signed over the year; among them 113 were renewals and re-leasings. 12 months of 2017, with 88 deals renewed or re-leased at a reversion LPP, the popular Polish retail group, signed 10 leases for a total of rate of 3.1%. The portfolio’s vacancy rate was reduced from 9.7% to 7.3% 3,400 sq.m. across the portfolio: House (three stores), Cropp (two thanks to active leasing. At Anatolium (Bursa), Adidas, Mediamarkt, stores), Sinsay (two stores), and Reserved (three stores). At Lublin Watsons and Flormar signed new leases, while Nike renewed its Plaza (Lublin), Reserved is expected to open a “rightsized” store presence at the center. The health & beauty offer remained strong (1,600 sq.m.) in the first half of 2018. At Sosnowiec Plaza (Sosnowiec), within the Turkish portfolio, with Watsons renewing six shops at the biggest electronic chain in Poland, Media Expert, signed its first different locations, and Sephora and Yves Rocher signing new leasing store in the Klépierre Polish portfolio for a 530-sq.m. unit, a deal which contracts. contributed to reducing vacancy by 5%. 2.2.6 The Netherlands (4.5% of net rental income) 3 NRI & EPRA VACANCY RATE IN THE NETHERLANDS Current-porfolio NRI Like-for-like portfolio NRI EPRA vacancy rate In €m 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 THE NETHERLANDS 49.3 45.5 8.4% 26.1 25.5 2.1% 6.0% 5.6% The Dutch economy proved solid with GDP growing by 3.3% year- On the leasing front, the Dutch portfolio recorded a strong on-year in 2017. Overall consumer confidence climbed and spending performance in 2017, with 106 contracts signed at a 13.5% reversion was up around 2% on a year-on-year basis. Unemployment declined rate for renewals and re-leasing. At Hoog Catharijne (Utrecht), to 4.9% from 6.0% in 2016, the biggest drop since September 2009. Klépierre’s leading mall in Utrecht, 66 leases were signed in 2017. The Wages and inflation picked up, with core inflation reaching 1.3% in 2017, food offer was complemented with Wagamama (330 sq.m.), popular compared to 0.1% in 2016. chain restaurant Vapiano (1,280 sq.m.), Seafood Bar (350 sq.m.), TGI Net rental income recorded a 2.1% like-for-like increase over 2017 Fridays (867 sq.m.), Five Guys (315 sq.m.), and Exki (235 sq.m.); these (indexation of 1.0%), showing a clear improvement compared to 2016 restaurants will open to public in March 2018. Dunkin Donuts, Douglas, (-5.3%). On top of a healthy reversion of 13.5%, net rental income was JD Sports, Hunkemoller Sport will also open to customers in the first boosted by the sharp decline in bad debt (from 3.1% to 1.2% in 2017), quarter of 2018. Popular cosmetic brands, including MAC and Lush, highlighting the gradually improved macro-economic environment were added to the center’s beauty offer and helped drive footfall. In and the successful re-leasing of local retailers. On a current basis, net September 2017, Nike opened its flagship store over a 1,200 sq.m. unit. rental income increased by 8.4%, through the successful opening of At Alexandrium (Rotterdam), new retail units were leased to Parfois Hoog Catharijne. (100 sq.m.), Pandora (60 sq.m.), and Five Guys (330 sq.m.). In addition, Zara renewed its lease at the center (1,540 sq.m.). KLÉPIERRE 2017 REGISTRATION DOCUMENT 51

BUSINESS FOR THE YEAR 2Business activity by region 2.2.7 Germany (3.9% of net rental income) 3 NRI & EPRA VACANCY RATE IN GERMANY Current-porfolio NRI Like-for-like portfolio NRI EPRA vacancy rate In €m 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 GERMANY 42.8 42.0 2.1% 42.1 42.0 0.1% 5.9% 6.4% The German economy remained robust in 2017, boosted by strong Like-for-like net rental income was flat in 2017 (+0.1%), with no domestic demand, economic recovery in the rest of the Eurozone and contribution from indexation. Reversion on new lettings and renewals dynamic international trade. GDP increased by 2.5% over the year. remained negative (-4.6%) as the Group continued to focus on Unemployment continued to shrink (3.7% in 2017 compared to 4.2% upgrading the tenant mix by introducing international retailers and in 2016). Economic sentiments remained very positive, pointing to a aligning rents with market conditions. Thanks to this, EPRA vacancy sustained expansion in the coming quarters. was further reduced from 6.4% in 2016 to 5.9% by the end of 2017. Retailer sales recorded 1.9% growth, led mainly by improved spending In 2017, 43 contracts were signed, among which 30 were renewals in the household equipment (+3.8%) and fashion (+1.0%) segments. and re-leasings. International retailers were introduced to the Centrum Galerie (Dresden) and Forum Duisburg (Duisburg) registered German portfolio: the popular Danish retail chain, Søstrene Grene, solid performances, especially in the last quarter, largely benefiting and L’Occitane signed new leasing contracts at Boulevard Berlin from Zara store openings in September and November, respectively. and Zara opened a 3,300-sq.m. store at Centrum Galerie (Dresden). Food & beverage sales rose by 5.1%, house equipment by 3.8%, and At Forum Duisburg, the renewals campaign went smoothly following culture & leisure and fashion advanced 1.3% and 1.0%, respectively. the successful opening of Zara and Only in November, new deals were also reached with JD Sports and Cosmo. At Arneken Galerie (Hildesheim), TK MAXX will open a 2,000-sq.m. store during the third quarter of 2018, re-anchoring the mall. 2.2.8 Other retail properties (2.4% of net rental income) 3 NRI & EPRA VACANCY RATE OF OTHER RETAIL PROPERTIES Current-porfolio NRI Like-for-like portfolio NRI EPRA vacancy rate In €m 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 OTHER RETAIL PROPERTIES 27.1 29.3 -7.5% 26.0 25.9 0.2% 5.2% 2.6% This segment refers to standalone retail units located in France and On a current portfolio basis, the decrease in net rental income is mostly in the vicinity of large regional retail destinations. attributable to the disposals completed over the past 18 months (please refer to the “Investments, developments and disposals” section in this document). 52 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Consolidated earnings and cash flow 2 2.3 Consolidated earnings and cash flow 2.3.1 Consolidated earnings 3 CONSOLIDATED EARNINGS In €m 12/31/2017 12/31/2016 Change Gross rental income 1,236.0 1,214.0 22.0 Rental & building expenses -130.4 -130.6 0.3 Net rental income 1,105.6 1,083.4 22.2 Management and other income 85.6 86.5 -0.9 Other operating income 10.5 18.4 -7.8 Payroll expense -124.9 -131.4 6.5 Survey & research costs -1.0 -2.8 1.8 Other general expenses -63.6 -63.4 -0.2 EBITDA 1,012.2 990.6 21.7 Depreciation and allowance -15.2 -14.8 -0.4 Provisions -0.6 -5.2 4.7 Income from disposals 6.8 23.5 -16.7 Goodwill impairment -1.7 0.0 -1.7 Change in value of investment properties 825.9 828.8 -2.9 Results of operations 1,827.5 1,822.8 4.7 Net cost of debt -169.8 -197.7 27.9 Change in the fair value of financial instruments -15.1 -12.1 -3.0 Share in earnings for equity method investees 74.4 89.5 -15.2 Pre-tax current income 1,717.0 1,702.6 14.4 Corporate income tax -219.2 -225.6 6.4 Net income 1,497.8 1,476.9 20.8 Non-controlling interests -269.2 -285.7 16.5 NET INCOME (GROUP SHARE) 1,228.6 1,191.2 37.4 Gross rental income for the year came to €1,236.0 million, an increase The net cost of debt amounted to €169.8 million. Restated for of €22.0 million thanks to a solid like-for-like rental growth and despite non-cash or non-recurring elements (Corio’s debt mark-to-market a €17 million loss due to disposals. For further explanations, please amortization and financial instruments unwinding costs), net financial refer to the “Business overview” and “Business activity by region” charges declined by €25.9 million, mostly due to further reductions sections of this document. in the cost of debt (1.8% vs. 2.1% a year ago). For more information Management and other income, mainly composed of property and on the debt situation, please refer to the “Financial policy” section of facility management fees, including third-party management fees and this document. development fees totaled €85.6 million in line with 2016. The share of earnings for equity investees reached €74.4 million, Payroll and other general expenses continued to decrease, to compared to €89.5 million in 2016 due to disposals in Scandinavia €124.9 million (down €6.5 million). This cost reduction reflects further and negative rent evolution in Akmerkez (Istanbul, Turkey). synergies after the Corio acquisition and the Group’s constant focus Corporate income tax for the period was €219.2 million: on streamlining the organization in all the countries it operates. > tax payable was €18.3 million; EBITDA for 2017 was €1,012.2 million, up 2.2%. > deferred tax increased by €201 million, due to the uplift in the fair Net proceeds from the sale of assets reached €6.8 million. Over 2017, market value of the Group’s real estate assets. the Group disposed of assets for a total consideration of €263.4 million. On a Total-Share basis, consolidated net income was €1,497.8 million. For more information on disposals completed throughout the year, The minority share of net income (non-controlling interests) for the please refer to the “Disposals completed since January 1, 2017” section period was €269.2 million, compared to €285.7 million last year, as of this document. a result of lower net income from Steen & Strøm (lower increase of Fair value of investment properties showed a positive change of investment properties’ value compared to last year). As such, net €825.9 million, highlighting a further like-for-like increase in the income (Group share) reached €1,228.6 million, up 3.1%. portfolio valuation (please refer to the “Property portfolio valuation” section of this document). KLÉPIERRE 2017 REGISTRATION DOCUMENT 53

BUSINESS FOR THE YEAR 2Consolidated earnings and cash flow 2.3.2 Change in net current cash flow 3 NET CURRENT CASH FLOW & EPRA EARNINGS In €m 12/31/2017 12/31/2016 Change Total share Rental income 1,236.0 1,214.0 1.8% Rental & building expenses -130.4 -130.6 -0.2% Net rental income 1,105.6 1,083.4 2.1% Management and other income 96.1 104.8 -8.3% G&A expenses -189.5 -197.6 -4.1% EBITDA 1,012.2 990.6 2.2% Adjustments to calculate operating cash flow exclude: Employee benefits, stock-options expenses and non-current operating expenses 14.4 8.3 Operating cash flow 1,026.7 998.8 2.8% Net cost of debt -169.8 -197.7 -14.1% Adjustments to calculate net current cash flow before taxes exclude: Corio’s debt mark to market amortization -34.4 -38.5 Financial instruments close-out costs 48.5 54.6 Net current cash flow before taxes 871.0 817.3 6.6% Share in equity method investees 51.5 61.0 Current tax expenses -29.2 -26.6 Net current cash flow (total share) 893.4 851.6 4.9% Group share Net current cash flow (Group share) 760.6 721.1 5.5% Adjustments to calculate EPRA Earnings add back: Employee benefits, stock-options expenses and non-current operating expenses -13.8 -7.9 Amortization allowances and provisions for contingencies and losses -14.4 -18.8 EPRA earnings 732.4 694.4 5.5% Per share (a) 306,084,849 311,736,861 Number of shares Net current cash flow (in €) 2.48 2.31 7.4% EPRA earnings (in €) 2.39 2.23 7.4% (a) Average number of shares, excluding treasury shares. On a Group-Share basis, net current cash flow for the year 2017 of general and administrative expenses (savings of €6.5 million; amounted to €760.6 million, a 5.5% increase (or €39.5 million) +€0.02 per share), the further reduction in the cost of debt (savings compared to 2016. of €25.9 million; +€0.08 per share), the accretive impact of the share On a per-share basis, net current cash flow rose by 7.4% to €2.48 buyback program (+€0.05 per share), and other factors (-€15.1 million; from €2.31 one year earlier. This excellent performance reflects the -€0.05 per share; including higher tax and a lower contribution from solid NRI growth (+€22 million; +€0.07 per share), the streamlining associates). 54 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Investments, development, and disposals 2 2.4 Investments, development, and disposals 2.4.1 Investment market In 2017, European commercial real estate investments reached > €187.6 million were devoted to the development of the shopping €259 billion, a 17% increase compared to 2016. Over the same period, center portfolio. This concerns three main projects aimed at retail transactions remained stable (up 2% to €50.5 billion), the strengthening the Group’s positions in the most dynamic regions of European shopping center industry continued to lose attractiveness Continental Europe: Hoog Catharijne (Utrecht, The Netherlands), among investors. Shopping malls only accounted for 36% of the Prado (Marseille; France), and Val d’Europe in France (see the investment volume over 2017, compared to 54% in 2014. following “Development pipeline” section for more information on This year, investors favored the continental investments, which now projects); account for c. 80% of the total transactions compared to c. 70% > €95.6 million were invested in the standing assets (see the over the last decade. Germany became the first European market following “Capital expenditure on like-for-like portfolio” section for in terms of retail investment with a €10.3 billion volume this year. more information on projects) and €17.8 million in other types of Overall, investments were particularly dynamic in countries where capital expenditure (capitalized financial interests, letting fees and Klépierre operates such as in the Scandinavia countries (€5.2 billion other capitalized expenses). of transactions), the Netherlands (€3.9 billion) or Spain (€3.6 billion). The volume of transactions remained flat in France (€3.9 billion) thanks to several deals closed in Q4 this year. Even though the share 2.4.3 Development pipeline of shopping center deals in the overall retail investment volume decreased, investors’ appetite for prime products remained strong, 2.4.3.1 Development pipeline overview driving the yield down, even below their pre-crisis level for most of countries where Klépierre operates (France, Spain or Germany). The Group’s development pipeline represented €3.1 billion worth Upcoming months should bring more clarity on the interest rate of potential investments (compared to €3.3 billion at the end of environment, which is expected to support the recovery of investment December 2016), including €0.8 billion worth of committed projects(3) volumes across the continent. with an average expected yield of 6.3%, €1.0 billion worth of controlled projects(4), and €1.4 billion of identified projects(5). On a Group-Share 2.4.2 Capital expenditure basis, the total pipeline represented €2.6 billion: €0.7 billion committed, €0.7 billion controlled, and €1.2 billion identified. Total capital expenditure incurred in 2017 amounted to €586.6 million, The Group focused its development capabilities on France, Belgium, split as follows: Scandinavia, Italy, The Netherlands, and Spain: > €285.6 million were dedicated to acquisitions: > 76% of committed and controlled projects are extension- — Nueva Condomina: in May 2017, Klépierre acquired Nueva refurbishment schemes aimed both at capitalizing on shopping Condomina, the leading retail hub in the region of Murcia, destinations that have demonstrated their leadership and at Spain. Covering approximately 110,000 sq.m. (encompassing a accelerating the retail offer transformation; 73,000-sq.m. shopping center and a 37,000-sq.m. retail park), > 24% of committed and controlled projects are greenfield projects Nueva Condomina boasts an exceptional mix of 178 shops. located in some of the most dynamic cities of Europe and In 2016, it attracted nearly 11 million visitors and generated integrated into large urban development programs supported by €257 million in retailer sales(1). Based on annualized net rental efficient transportation networks and residential building projects. income (NRI) of €12.5 million at the time of the acquisition, the EPRA Net Initial Yield stood at 5.4%. 3 GEOGRAPHIC BREAKDOWN OF THE ESTIMATED COST Since the acquisition, Klépierre has been implementing asset OF COMMITTED AND CONTROLLED DEVELOPMENT management and leasing initiatives to reduce vacancy, which PROJECTS (ON A TOTAL-SHARE BASIS) stood at 15% in May 2017. The vacancy rate having already been lowered to 7.7% at the end of December 2017, Klépierre is 5% 40% confident in its ability to generate an 18% uplift in annualized Others France-Belgium NRI by 2019, as announced last May(2); 14% — Nový Smíchov (Prague, Czech Republic): Klépierre Italiy acquired from Tesco circa 7,000 sq.m. (for a total amount of €28.6 million), with the latter downsizing its hypermarket. This acquisition will allow Klépierre to rightsize Zara (over 3,000 sq.m.) or Sephora (1,000 sq.m.); 26% The Netherlands — Blagnac (Toulouse, France): an additional €35.5 million was dedicated to the acquisition of retail units surrounding Blagnac shopping center in order to secure neighboring real 16% estate ownership for potential future asset management and Scandinavia development operations on this powerful retail hub; (1) Including sales estimates for Apple, Primark, Cinesa and Leroy Merlin. (2) 2019 targeted NRI vs. current annualized NRI as of April 30, 2017. (3) Projects that are in the process of completion, for which Klépierre controls the land and has obtained the necessary administrative approvals and permits. (4) Projects that are in the process of advanced review, for which Klépierre has control over the land (acquisition made or under offer, contingent on obtaining the necessary administrative approvals and permits). (5) Projects that are in the process of being defined and negotiated. KLÉPIERRE 2017 REGISTRATION DOCUMENT 55

BUSINESS FOR THE YEAR 2Investments, development, and disposals 3 DEVELOPMENT PIPELINE AS OF DECEMBER 31, 2017 (ON A TOTAL-SHARE BASIS) Floor Expected Klépierre Estimated Cost Targeted area opening equity (a) to date yield on cost Development projects Country Location Type (in sq.m.) (in €m) (in €m) (b) date interest cost Hoog Catharijne Phases 2 & 3 The Netherlands Utrecht Ext.-refurb. 76,271 2017-2019 100.0% 438 276 6.4% Créteil Soleil – Phase 1 France Paris region Ext.-refurb. 11,147 2019-2020 80.0% 134 3 5.7% Other projects (incl. Prado) 29,444 188 160 6.5% Total committed projects 116,862 761 438 6.3% Gran Reno Italy Bologna Extension 16,360 H2 2020 100.0% 129 15 Bègles Rives d’Arcins H2 ‘18- (TFE included) France Bordeaux Extension 25,080 H2 ‘20 52.0% 31 6 Grand Littoral France Marseille Redevelopment 12,000 H2 2020 100.0% 30 0 (c) Italy Lombardy Extension 15,000 H2 2020 50.0% 30 0 Lonato Barcelone MareMagnum 1 Spain Barcelone Extension 8,000 H2 2021 100.0% 45 0 Brussels L’esplanade Belgium region Extension 19,475 H1 2021 100.0% 131 18 Grenoble Grand’Place France Grenoble Extension 16,040 H2 2021 100.0% 55 0 Val d’Europe France Paris region Extension 10,620 H2 2021 55.0% 48 0 Toulouse Grand Portet France region Ext.-refurb. 8,000 H2 2021 83.0% 64 8 Turin Le Gru Italy Turin Extension 12,000 H2 2021 100.0% 80 0 Montpellier Odysseum France Montpellier Ext.-refurb. 11,750 H1 2022 100.0% 36 1 (c) Norway Oslo Redevelopment 53,220 H2 2022 28.1% 86 6 Økernsenteret Viva Denmark Odense New development 48,500 H2 2022 56.1% 186 24 Total controlled projects 256,970 955 77 Total identified projects 236,500 1,372 14 TOTAL 610,332 3,088 529 (a) Estimated cost as of December 31, 2017 including fitting-out (when applicable) and excluding step-up rents (when applicable), internal development fees, and financial costs. (b) Targeted yield on cost as of December 31, 2017, based on targeted NRI with full occupancy and excluding all lease incentives (when applicable), divided by the estimated cost price as defined above. (c) Assets consolidated under the equity method. For these projects, the estimated cost and cost to date are reported for Klépierre’s share of equity. Floor areas are the total area of the projects. 2.4.3.2 Hoog Catharijne’s redevelopment 2.4.3.4 Créteil Soleil’s extension and refurbishment Work is advancing according to plan at Hoog Catharijne (Utrecht, Works for the extension of Créteil Soleil (Paris) have started in January The Netherlands). The new entrance linking the center to Utrecht’s 2018. Target completion date is in Q4 2019. central station, hosting 88 million passengers per annum, will be The 11,500-sq.m. extension is located at the main entrance of the completed in March 2018. At this date, a new 3,500 sq.m. food pavilion shopping center, which welcomes 35% of the 20.3 million footfall. located on the new city square linking the center and the station will Spread over three floors, it will create an outstanding connection open, hosting brands such as Vapiano, Wagamama, Exki, Five Guys, between the subway station and the heart of the center. The program and Illy Café, together with 10,500 sq.m. of retail space, adding new consists of creating 18 new retail premises, 15 restaurants, and six iconic retailers to the mall’s offer, such as JD Sports, Douglas, and Lush. additional screens to the existing 12-screen cinema, growing the The redevelopment of the North Mile is now 98% let (signed or in capacity to 3,650 seats. The shopping experience will be greatly advanced negotiations). improved, together with a perfect synergy between the food court Since the opening of the North Mile in April 2017, the center’s footfall and the cinema. has increased by 10.5% to reach 26.5 million. This extension will be complemented by a full refurbishment, due to start in Q4 2018. In particular, the Destination Food® concept will be 2.4.3.3 Prado’s new scheme implemented, combining the existing food offer with the one added by the extension, bringing the total to 35 restaurants set in a welcoming Work is progressing well at the Prado project (Marseille, France). While and exciting new environment. the center and the surrounding public space are being finalized, future tenants have initiated their fit-out. 89% of the leasable space is now signed or in advanced negotiations. In addition to Galeries Lafayette and Zara, a unique gourmet food concept of 2,300 sq.m. developed by the Auchan group will anchor the center. Repetto, Lush, Kusmi Tea, Izac, Sweet Pants, Comptoir des Cotonniers, Jacadi, Figaret and Lacoste will complement the mall’s offer. Prado is scheduled to open in April 2018. 56 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Parent company earnings and distribution 2 2.4.4 Disposals 3 DISPOSALS COMPLETED SINCE JANUARY 1, 2017 Sale price GLA (in €m, excl. Assets (City, Country) (in sq.m.) transfer taxes, total share) Date Lillestrøm Torv (Lillestrøm, Norway) 21,600 01/23/17 Charras (Courbevoie, France) 6,300 01/31/17 Puerta de Alicante (Alicante, Spain) 20,810 02/20/17 La Vigie (40.9%, Strasbourg, France) 18,225 03/02/17 Augusta (Zaragossa, Spain) 24,474 05/31/17 Saint-Clair (Hérouville, France) 13,525 10/13/17 Shopping centers 91,409 133.2 Newton (Clamart, France) 14,095 01/24/17 Emporia – Offices (Malmö, Sweden) 10,432 03/31/17 Portfolio of 15 Buffalo Grill restaurants (France) 8,238 05/30/17 Hoog Catharijne – Hotel (Utrecht, The Netherlands) 11,600 07/12/17 Vacant unit (Delle, France) 965 07/25/17 Land (Sofia, Bulgary) NA 12/28/17 Roncalli (Cologne, Germany) 17,300 01/03/18 Other properties 62,630 219.2 TOTAL DISPOSALS 154,039 352.4 Since January 1, 2017, the Group has completed a total of €352.4 million 2.4.5 Financial investments worth of disposals (total share, excluding transfer taxes. By geographic area, the Group sold: Pursuant to the share buyback program of €500 million announced > in Scandinavia, for €137.2 million, with the disposal of Lillestrøm on March 13, 2017, the Group has repurchased 9,761,424 of its own Torv (Norway) and offices in Emporia (Malmö, Sweden); shares at an average price of €35.86 per share for a total amount of €350 million. This program was launched in consideration of > in France, for €90.7 million, non-core assets; three main elements: the stock price of Klépierre relative to its NAV, the Group’s disposal plan, and the average yield of investment > for €124.5 million, non-core assets in the rest of Europe. opportunities currently available in the Continental Europe property On average, these transactions were completed at 15% above last investment market. book value. From January 1, 2018 to February 2, 2018, Klépierre has purchased Taking into consideration disposals for which a binding agreement has 902,414 of its own shares, representing a total investment of been reached for an amount of €215.7 million (please refer to the “Events €32 million (average price of €35.74). subsequent to the accounting cut-off date” section of this document), total disposals since January 1, 2017, reached €568.1 million. 2.5 Parent company earnings and distribution 2.5.1 Summary earnings statement for the parent company Klépierre SA 3 EARNINGS STATEMENT FOR KLÉPIERRE SA In €m 2017 2016 Operating revenues 44.9 36.9 Operating expenses -46.3 -40.9 Operating income -1.3 -4.0 Share income from subsidiaries 112.6 77.7 Net financial income 150.8 501.6 Net income from ordinary operations before tax 262.0 575.3 Non-recurring income -10.4 1.0 Corporate income tax 18.1 -0.7 NET INCOME 269.7 575.6 KLÉPIERRE 2017 REGISTRATION DOCUMENT 57

BUSINESS FOR THE YEAR 2Portfolio valuation The net income for Klépierre SA was €269.7 million for fiscal year 2017, 2.5.2 Distribution compared to €575.6 million for 2016. The Executive Board will recommend that the shareholders present or In 2017, the operating income was slightly negative, broadly in line represented at the Annual General Meeting on April 24, 2018, approve with 2016. The significant decrease in the net income was caused by the payment of a cash dividend in respect of fiscal year 2017 of €1.96 the decline in the net financial income due to two main non-recurring per share, versus €1.82 in respect of fiscal year 2016 (+7.7%). This items posted in 2016: (1) should represent a maximum amount of €616.1 million . This amount > a 349.3-million euros reversal of provisions for the impairment of is consistent with Klépierre’s pay-out policy to distribute 80% of its shares following the merger of two subsidiaries; net current cash flow on a Group-Share basis. As part of the proposed €1.96 dividend amount per share, €0.68 stems from the SIIC-related > a 157.8-million euros merger surplus following the merger into activity of the Group; as such, it will not be eligible for the 40% tax Klépierre SA of a Dutch subsidiary. rebate provided for in Article 158-3-2 of the French General Tax Code. Conversely, the 2017 net financial income benefitted from a 179-million The proposed payment date is April 30, 2018 (ex-date: April 26, 2018). euros provision reversal for the impairment of shares. With a view to providing Klépierre’s shareholders with a more frequent Consequently, the appropriation of revenue in respect of fiscal year stream of revenue, the Supervisory Board approved, at its February 6, 2017, as proposed in the section below, will stem from the net income 2018 meeting, the proposal by the Executive Board to pay the dividend of the year, retained earnings, other reserves, and merger surplus. in two equal installments, in March and July. The implementation of this revised dividend payment policy will start in 2019 for the dividend pertaining to fiscal year 2018. 2.6 Portfolio valuation 2.6.1 Property portfolio valuation methodology 2.6.1.1 Scope of the portfolio appraised by external appraisers (3) As of December 31, 2017, 98% of the value of Klépierre’s property > some projects under development which are carried at cost ; portfolio, or €23,746 million (including transfer taxes, on a Total- other non-appraised assets consisting mainly of assets held for (2) > Share basis) , was estimated by external appraisers according to sale, which are valued at the agreed transaction price, land which the methodology described below. The remaining 2% of the property is valued at cost, and some development projects internally valued portfolio, or €674 million (including transfer taxes, on a Total-Share at fair value(4). basis), whose value is not estimated by outside appraisers, was composed of the following: > assets acquired less than six months prior to the end of the reporting period, which are valued at their acquisition cost; 3 BREAKDOWN OF THE PROPERTY PORTFOLIO VALUE BY TYPE OF VALUATION (ON A TOTAL-SHARE BASIS) Value Type of asset (in €m) Externally-appraised assets (incl. transfer taxes) 23,746 Acquisitions 36 Investment property at cost 123 Other non-appraissed assets (land, assets held for sale, etc.) 515 Total portfolio (incl. transfer taxes) 24,419 Transfer taxes -649 TOTAL PORTFOLIO (EXCL. TRANSFER TAXES) 23,770 (1) Including treasury shares. (2) Investments in assets consolidated under the equity method are included based on the fair value of the shares and taking into account receivables and facilities granted by the Group. (3) From a valuation perspective, a part of Hoog Catharijne is treated as a standing asset (Investment Property), while the other part is treated as a project under development (Investment Property Under Construction, i.e. IPUC). Other projects (Gran Reno, Viva, Økern and Louvain) are carried at their cost price. (4) Only Prado (Marseille, France) as of December 31, 2017. 58 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Portfolio valuation 2 2.6.1.2 Methodology used by external appraisers On December 31 and June 30 of each year, Klépierre updates the > over the past six years, appraisers will have been rotated for 82% fair market value of its properties. Since June 2015, five independent of the portfolio (in value). international appraisers are in charge of issuing independent fair The valuation process is centralized to ensure consistency in market values: Cushman & Wakefield (formerly DTZ), Jones Lang methodology, timeframe, and reports. This process is based on an LaSalle, CBRE, BNP Paribas Real Estate, and Colliers. Assignments international approach to the valuation of shopping centers in line were made for a three-year period after a tender process in which with the size of the investment market for this sector. many other appraisal firms participated. As last assignments were ended as of December 2017, a new tender process was launched to select independent appraisers. As a result of this process: > 24% of the portfolio (in value) will be valued by a different appraiser; 3 BREAKDOWN BY APPRAISER OF THE APPRAISED PROPERTY PORTFOLIO AS OF DECEMBER 31, 2017 Share in the total portfolio Appraiser Countries covered (in value) Cushman & Wakefield France 32% Denmark, Sweden and Norway Poland, Hungary, the Czech Republic and Slovakia The Netherlands and Turkey Jones Lang LaSalle France 38% Italy, Greece, Turkey and Belgium CBRE France 26% Spain and Portugal Italy and the Netherlands BNP Paribas Real Estate Germany 4% France (other retail properties) Colliers Italy (K2 Fund) 1% TOTAL 100% All appraisals are conducted in accordance with the professional are run on a 10-year period. Appraisers are provided with all relevant standards applicable in France (“Charte de l’Expertise en Évaluation information (detailed rent rolls, footfall, retailer sales, occupancy cost Immobilière”), the recommendations of the French stock exchange ratios, etc.) and make their own assessment of the future cash flows authority AMF dated February 8, 2010, and the RICS (Royal Institute to be generated by the property. They factor in their own leasing of Chartered Surveyors) standards. The fees payable to appraisers are assumptions (ERV, vacancy, incentives, etc.) as well as future capital agreed upon when the three-year assignment is signed, on a lump sum expenditures and non-recoverable operating expenses. The discount basis depending on the number and size of the assets to be appraised. rate varies from one property to another as it is a combination of the The appraisal documents are reviewed by the Group’s auditors and the risk-free rate and the risk premium attached to each property due Audit Committee. As of December 31, 2017, 98% of Klépierre’s portfolio to its location, quality, size, and technical specificities. The terminal was appraised. The fair market value of standing assets is appraised value is calculated based on the net rental income for the tenth year, using the discounted cash flow (DCF) method, which measures the capitalized by an exit yield. value of an asset by the present value of its future cash flows. DCFs 3 ASSUMPTIONS USED BY APPRAISERS FOR DETERMINING THE SHOPPING CENTER PORTFOLIO’S VALUATION(a) (b) Annual rent (c) (d) (e) Countries (in euros/sq.m) Discount rate Exit rate NRI CAGR France/Belgium 389 6.0% 4.6% 3.0% Italy 399 7.0% 5.6% 1.8% Scandinavia 288 7.0% 4.8% 2.7% The Netherlands 226 6.4% 6.2% 2.5% Iberia 273 7.7% 5.8% 3.7% Germany 228 5.2% 4.5% 0.9% CEE & Turkey 228 8.9% 7.1% 3.1% TOTAL 321 6.7% 5.2% 2.7% (a) Discount rate and exit rate weighted by shopping center appraised value (including transfer taxes, Group share). (b) Average annual rent (minimum guaranteed rent + sales based rent) per asset per sq.m. (c) Rate used to calculate the net present value of the future cash flows to be generated by the asset. (d) Rate used to capitalize the net rental income at the end of the DCF period to calculate the terminal value of the asset. (e) Compounded annual growth rate (CAGR) of the net rental income (NRI) as estimated by the appraiser on a 10-year period. The value obtained by a DCF method is then benchmarked using metrics such as EPRA net initial yield for comparable property, value per sq.m., and recent market transactions. KLÉPIERRE 2017 REGISTRATION DOCUMENT 59

BUSINESS FOR THE YEAR 2Portfolio valuation 2.6.2 Valuation 2.6.2.1 Property portfolio valuation (1) Excluding transfer taxes , the value of the property portfolio as of Group-Share basis). On a Total-Share basis (excluding transfer taxes), December 31, 2017 was €23,770 million on a Total-Share basis and shopping centers accounted for 98.5% of the portfolio and other retail (2) (3) €20,259 million on a Group-Share basis . Including transfer taxes, this properties for 1.5% . value was €24,419 million on a Total-Share basis (€20,822 million on a 3 VALUATION OF THE PROPERTY PORTFOLIO (ON A TOTAL-SHARE BASIS, EXCLUDING TRANSFER TAXES) In % of total Change over 6 months Change over 12 months In €m 12/31/2017 portfolio 06/30/2017 Current LfL* 12/31/2016 Current LfL* France 8,757 36.8% 8,566 2.2% 1.3% 8,420 4.0% 2.6% Belgium 432 1.8% 403 7.2% 7.4% 385 12.1% 11.2% France-Belgium 9,188 38.7% 8,969 2.4% 1.6% 8,805 4.4% 3.0% Italy 3,940 16.6% 3,847 2.4% 2.6% 3,707 6.3% 6.8% Norway 1,459 6.1% 1,461 -0.1% 2.2% 1,595 -8.5% 4.5% Sweden 1,295 5.4% 1,292 0.2% 3.4% 1,316 -1.6% 4.8% Denmark 1,138 4.8% 1,111 2.4% 2.4% 1,097 3.7% 3.6% Scandinavia 3,892 16.4% 3,864 0.7% 2.7% 4,008 -2.9% 4.3% Spain 1,870 7.9% 1,779 5.1% 3.9% 1,485 25.9% 7.8% Portugal 389 1.6% 366 6.2% 5.4% 346 12.3% 11.4% Iberia 2,259 9.5% 2,145 5.3% 4.2% 1,831 23.4% 8.5% Poland 403 1.7% 416 -2.9% -3.1% 423 -4.8% -5.2% Hungary 248 1.0% 243 2.2% 5.6% 227 9.4% 12.9% Czech Republic 622 2.6% 559 11.4% 6.2% 509 22.3% 16.6% Turkey 440 1.8% 512 -14.1% -2.1% 563 -21.9% -5.2% Others 27 0.1% 36 -24.0% -13.7% 36 -23.3% -15.0% CEE and Turkey 1,741 7.3% 1,765 -1.4% 1.2% 1,757 -1.0% 3.7% Netherlands 1,330 5.6% 1,280 3.9% 2.9% 1,234 7.8% 3.2% Germany 1,066 4.5% 1,062 0.3% -1.5% 1,074 -0.8% -5.1% Total shopping centers 23,415 98.5% 22,933 2.1% 2.1% 22,418 4.4% 4.0% Total other retail properties 355 1.5% 362 -1.8% -1.5% 399 -10.9% -2.5% TOTAL PORTFOLIO 23,770 100.0% 23,295 2.0% 2.0% 22,817 4.2% 3.9% * Like-for-like change. For Scandinavia and Turkey, change is indicated on a constant forex basis. Central European assets are valued in euros. (1) Please refer to the “EPRA Net Asset Value and Triple Net Asset Value” section of this document for transfer tax calculation methodology. (2) As of December 31, 2017, assets consolidated under the equity method were valued at €1,389 million (€1,310 million on a Group-Share basis), compared to €1,425 million as of December 31, 2016. These assets include: Espace Coty (Le Havre), Le Millénaire (Paris), Passages (Paris), Centre Mayol (Toulon), Porta di Roma (Rome), Il Corti Venete (Verona), Il Leone di Lonato (Lonato), Il Destriero (Vittuone), Udine (Città Fiera), Økernsenteret (Oslo), Metro Senter (Oslo region), Nordbyen (Larvik), Aqua Portimão (Portimão) and Akmerkez (Istanbul). (3) This segment refers to standalone retail units located in France and mostly in the vicinity of retail destinations. 60 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Portfolio valuation 2 3 VALUATION OF THE PROPERTY PORTFOLIO (ON A GROUP-SHARE BASIS, EXCLUDING TRANSFER TAXES) In % of total Change over 6 months Change over 12 months In €m 12/31/2017 portfolio 06/30/2017 Current LfL* 12/31/2016 Current LfL* France 7,073 34.9% 6,954 1.7% 1.0% 6,880 2.8% 1.9% Belgium 432 2.1% 403 7.2% 7.4% 385 12.1% 11.2% France-Belgium 7,504 37.0% 7,356 2.0% 1.3% 7,265 3.3% 2.4% Italy 3,900 19.3% 3,806 2.5% 2.7% 3,665 6.4% 6.9% Norway 819 4.0% 819 -0.1% 2.2% 895 -8.5% 4.5% Sweden 726 3.6% 725 0.2% 3.4% 738 -1.6% 4.8% Denmark 638 3.2% 623 2.4% 2.4% 616 3.7% 3.6% Scandinavia 2,183 10.8% 2,168 0.7% 2.7% 2,249 -2.9% 4.3% Spain 1,870 9.2% 1,736 7.7% 4.0% 1,444 29.4% 7.8% Portugal 389 1.9% 366 6.2% 5.4% 346 12.3% 11.4% Iberia 2,258 11.1% 2,102 7.4% 4.3% 1,791 26.1% 8.5% Poland 403 2.0% 416 -2.9% -3.1% 423 -4.8% -5.2% Hungary 248 1.2% 243 2.2% 5.6% 227 9.4% 12.9% Czech Republic 622 3.1% 559 11.4% 6.2% 509 22.3% 16.6% Turkey 417 2.1% 490 -14.9% -2.3% 540 -22.8% -5.5% Others 25 0.1% 33 -24.4% -13.0% 33 -23.3% -14.2% CEE and Turkey 1,715 8.5% 1,740 -1.4% 1.2% 1,732 -0.9% 3.8% Netherlands 1,330 6.6% 1,280 3.9% 2.9% 1,234 7.8% 3.2% Germany 1,012 5.0% 1,009 0.3% -1.5% 1,021 -0.8% -5.1% Total shopping centers 19,904 98.2% 19,461 2.3% 2.0% 18,956 5.0% 3.9% Total other retail properties 355 1.8% 362 -1.8% -1.5% 399 -10.9% -2.5% TOTAL PORTFOLIO 20,259 100.0% 19,823 2.2% 2.0% 19,354 4.7% 3.8% * Like-for-like change. For Scandinavia and Turkey, change is indicated on a constant forex basis. Central European assets are valued in euros. 3 VALUATION RECONCILIATION WITH THE BALANCE SHEET 3 12-MONTH SHOPPING CENTER PORTFOLIO FIGURE (ON A TOTAL-SHARE BASIS) VALUATION BRIDGE (ON A GROUP-SHARE BASIS, EXCLUDING TRANSFER TAXES) In €m In €m Investment property at fair value 21,494 (a) 123 Shopping center portfolio at 12/31/2016 18,956 + Investment property at cost + Fair value of property held for sale 296 Disposals -113 + Leasehold & lease incentives 36 Acquisitions/developments 312 + Transfer taxes optimization 433 Like for like growth 376 + Partners’ share in assets consolidated under the Forex -70 equity method (incl. receivables) 1,389 Shopping center portfolio at 06/30/2017 19,461 TOTAL PORTFOLIO 23,770 Disposals -47 (a) Including IPUC (Investment property under construction). Acquisitions/developments 155 Like-for-like growth 391 2.6.2.1.1 Shopping center portfolio valuation Forex -56 Excluding transfer taxes, the value of the shopping center portfolio SHOPPING CENTER PORTFOLIO AT 12/31/2017 19,904 was €23,415 million on a Total-Share basis (€19,904 million, on a Group-Share basis) on December 31, 2017, an increase of €997 million As of December 31, 2017, the average EPRA NIY rate(2) of the portfolio(3) compared to December 31, 2016 (+€948 million on a Group-Share stood at 4.8% (including transfer taxes), down by 10 basis points over basis). 12 months. (1) This change is mostly attributable to the like-for-like increase in the portfolio valuation for 4.0% (+3.9% in Group share), with the largest contributors to growth on a regional basis being Iberia (+8.5%), Italy (+6.8%), and Scandinavia (+4.3%). A 10-bp change in the average EPRA net initial yield would result in a 386-million euros change in the Group-Share portfolio valuation. (1) Excluding foreign exchange impacts, assets disposed of during the period (mainly consisting of five retail galleries in Spain and stakes in four Scandinavian shopping centers), investment properties under construction (including Prado), acquisitions (Nueva Condomina, Blagnac additional spaces), and works expensed during the period as well as other capitalized costs (financial interests, fees, eviction indemnities). Regarding investments in assets consolidated under the equity method, effects other than those related to property value changes are excluded. (2) The EPRA Net Initial Yield is calculated as the annualized rental income based on the passing cash rents, less non-recoverable property operating expenses, divided by the market value of the property (including transfer taxes). (3) Group share for the shopping center portfolio appraised (i.e., excluding retail parks and cinemas). KLÉPIERRE 2017 REGISTRATION DOCUMENT 61

BUSINESS FOR THE YEAR 2Financial policy (1) 3 CHANGE IN THE EPRA NET INITIAL YIELD OF THE SHOPPING CENTER PORTFOLIO (ON A GROUP-SHARE BASIS, INCLUDING TRANSFER TAXES) Countries 12/31/2017 06/30/2017 12/31/2016 France 4.2% 4.2% 4.4% Belgium 4.1% 4.3% 4.4% France-Belgium 4.2% 4.2% 4.4% Italy 5.4% 5.4% 5.5% Norway 4.7% 4.7% 4.7% Sweden 4.4% 4.5% 4.6% Denmark 4.2% 4.1% 4.2% Scandinavia 4.4% 4.5% 4.5% Spain 4.8% 4.9% 4.7% Portugal 5.8% 6.0% 6.1% Iberia 5.0% 5.1% 5.0% Poland 6.8% 6.8% 7.1% Hungary 8.0% 7.8% 8.2% Czech Republic 4.9% 4.9% 5.2% Turkey 7.2% 7.2% 7.6% Others 10.3% 10.0% 10.0% CEE and Turkey 6.5% 6.5% 6.8% Netherlands 5.1% 5.2% 5.2% Germany 4.6% 4.4% 4.5% EPRA NET INITIAL YIELD 4.8% 4.8% 4.9% (a) Excluding offices, retail parks, and boxes attached to shopping centers. 2.6.2.1.2 Other retail properties 2.6.2.2 Management service activity Excluding transfer taxes, the value of the other retail property On December 31, 2017, the fair market value of the Klépierre Group portfolio stood at €355 million, down 10.9% over 12 months, mostly management businesses stood at €353.7 million (Group share) due to disposals. On a like-for-like portfolio basis, the value of the compared to €326.6 million as of December 31, 2016(2). other retail properties was down 2.5% over 12 months. The EPRA NIY rate of the portfolio stood at 6.9%, down by 10 bps compared with December 31, 2016. 2.7 Financial policy In a persistent, very low interest rate environment, Klépierre’s financial policy aimed at extending the average maturity of its debt while reducing its average cost. To meet this dual goal, several actions were taken in 2017: two new long-term bond issues at very attractive coupons, some shorter-term bonds were bought back, new additional banking facilities were obtained and the hedging portfolio was optimized. 2.7.1 Financial resources 2.7.1.1 Change in net debt development expenses, mainly on Hoog Catharijne (Utrecht, The Netherlands), Val d’Europe (Paris), and Prado (Marseille, France), As of December 31, 2017, consolidated net debt was €8,978 million, and acquisitions for a total amount of €286 million); compared to €8,613 million on December 31, 2016. This 365-million euros increase was mainly attributable to: > cash inflows from the proceeds of disposals for €263 million corresponding to assets sold in France, Spain and Scandinavia; > cash outflows for capital-related operations for €912 million (the dividend payment in April 2017, for €562 million, and the > cash inflows from operations partially offset by the cost of early repurchase of Klépierre shares for an aggregate amount of termination of debt instruments, for a combined amount of €350 million); €802 million; and > cash outflows in relation to investments and acquisitions for > the appreciation of the euro against the Norwegian and the €582 million (including €296 million of maintenance capex and Swedish currencies which lowered the debt by €64 million. (1) Excluding offices, retail parks, and boxes attached to shopping centers. (2) Management service activity are valued by an external consultant, Accuracy, using a DCF methodology. 62 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Financial policy 2 2.7.1.2 Loan-to-Value ratio 2.7.1.3 Available resources Despite the increase in net debt, the Loan-to-Value (LTV) ratio Over the course of 2017, Klépierre raised €1.4 billion worth of remained stable at 36.8% as of December 31, 2017, compared to year- new financing in both the bond and the banking markets. These end 2016, thanks to the strong rise in property values. This level is transactions were completed with a view to repay debt maturing consistent with Klépierre’s long-term objective to keep its LTV in the during the year: 35%-40% range. > in February, Klépierre issued €500 million worth of new long- term notes (10 years) bearing a 1.375% coupon. Shortly after, 3 LOAN-TO-VALUE CALCULATION AS OF DECEMBER 31, 2017 €100 million were added. These new notes covered the repayment (AS PER COVENANT DEFINITIONS) of €615 million worth of 4% notes that partially matured in April 2017; In €m, total share > in December, Klépierre issued €500 million worth of new 15-year Current financial liabilities (total share) 2,217.2 notes with a record low spread over mid-swaps of 50 bps translating + Bank facilities 130.0 into a 1.625% coupon. The proceeds of the issuance covered the + Non current financial liabilities 7,368.2 refinancing of the bond maturing in January 2018 for €291 million. - Reevaluation due to fair value hedge -28.8 Simultaneously, Klépierre repurchased three existing notes which (a) -60.4 - Fair value adjustment of debt matured respectively in September 2019, February 2021 and March Gross financial liabilities excluding fair value hedge 9,626.2 2021 for a total amount of €97 million; Cash and near cash (incl. cash managed for principals) -647.8 > in Scandinavia, Steen & Strøm capitalized on its new A- credit Net debt 8,978.5 rating assigned by Standard & Poor’s in August 2017 to raise Property portfolio value (incl. transfer taxes) 24,419.4 750 million NOK of five-year notes in September 2017 and LOAN-TO-VALUE RATIO 36.8% 500 million SEK of five-year notes in December 2017. (a) Corresponds to the remaining amount of the market value adjustment of Corio’s debt recorded at the acquisition date. To further improve Klépierre’s liquidity position, new bilateral five-year The Net-Debt-to-EBITDA ratio stood at 8.6x as of December 31, 2017, revolving credit facilities were signed in April 2017 for an aggregate continuously decreasing over time and well anchored in the 8.5x–9.0x amount of €200 million; simultaneously, the same amount of more range. expensive and shorter lines was cancelled. Additionally, agreements were found with two banks in order to extend €175 million worth of undrawn facilities to 2022. At the end of June 2017, Klépierre received the approval of its banking syndicate to extend the €850 million syndicated revolving credit facility signed in 2016 by an additional year. The maturity of this line is now July 2022. At the end of 2017, the average duration of the debt stood at 6.3 years, an increase of approximately a quarter compared to year-end 2016. The level of available liquidity remained high at €2.2 billion, including €1.5 billion worth of unused committed credit lines with an average remaining maturity of 4.8 years. This amount more than covers the upcoming financing needs for 2018 and 2019. 3 DEBT MATURITY SCHEDULE AS OF DECEMBER 31, 2017 (% of authorized debt) 17% 14% 13% 14% 6% 8% 8% 6% 6% 5% 3% 0% 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029+ Drawn Undrawn 2.7.1.4 Debt structure The share resources from capital markets in the total debt remained The breakdown of Klépierre’s debt by currency remained consistent above 80%, allowing Klépierre to benefit from excellent financing with the geographic exposure of its portfolio of assets. Assets located conditions. The access to capital market resources, more frequently in Turkey, which generate rents denominated in US dollars, are hedged used by Steen and Strøm thanks to its recent corporate credit rating, through the rolling-over of foreign exchange swaps. also enabled the entire Group to further reduce the share of secured debt in the total liabilities. KLÉPIERRE 2017 REGISTRATION DOCUMENT 63

BUSINESS FOR THE YEAR 2Financial policy 3 FINANCING BREAKDOWN BY TYPE OF RESOURCE 3 FINANCING BREAKDOWN BY CURRENCY AS OF DECEMBER 31, 2017 (UTILIZATIONS) AS OF DECEMBER 31, 2017 (UTILIZATIONS) 0% Financial leases 5% 68% Syndicated loans Bonds 9% Mortgage loans 4% 86% SEK EUR 18% 5% Commercial paper DKK 5% NOK 2.7.2 Interest rate hedging In January 2017, Klépierre decided to further increase its fixed-rate The average cost of liquidity stood at 0.23% over the period. It exposure for the next three years in order to soften the impact of corresponds to the commitment fees paid to the banks related to any potential interest rate increase in the next coming quarters. the committed available credit lines (€2.9 billion on average in 2017). Accordingly, the following actions were taken: > the bonds issued over the year in euros, Swedish kronas, and 3 COST OF DEBT CALCULATION Norwegian kronas were kept in fixed rate; In €m 2017 > the hedging portfolio has been adjusted through the early termination of €200 million of payer swaps and the acquisition Net cost of debt (P&L) 169.8 of €1.3 billion of payer swaps & caps with a three-year average Non-recurring items -12.0 maturity; Non-cash impact -6.8 > Steen & Strøm also increased its hedging position by implementing Interest on associate advances 17.2 a €320 million equivalent program of payer swaps & caps in the Liquidity cost -6.8 three Scandinavian currencies (NOK, SEK & DKK). Net cost of debt (used for cost of debt calculations) 161.4 The Group hedging ratio consequently reached 95% as of Average gross debt 9,161 December 31, 2017, compared to 81% at year-end 2016, and the COST OF DEBT (%) 1.8% average duration of the fixed-rate position has been increased to 5.4 years compared to 5.2 years in December 2016. This should allow 3 INTEREST COVERAGE RATIO (ICR) AND COST OF DEBT the Group cost of debt to remain stable and largely insensitive to interest rates fluctuations in the forthcoming years. 6.3x Based on the interest rates yield curve as of December 31, 2017, the Group’s annual cash-cost at risk dropped by €4 million during 2017 5.2x to reach €2 million as of year-end 2017. In other words, the loss due to short-term interest rate movements would be less than €2 million 4.5x 99% of the time. 3.5% 3.6x 3.0x 2.7.3 Cost of debt 3.0% 1.8% 2.5% 2.1% The average Group cost of debt fell below 2% during the course of 2017, to reach 1.8% as of December 31, 2017. This figure reflects the 2017 low level of short-term interest rates, the impact of the financing 2013 2014 2015 2016 cost synergies following the merger of Corio into Klépierre, and the favorable funding conditions in all the markets in which the Group ICR Cost of debt operates. Assuming unchanged debt structure and market conditions, and given the upcoming refinancing deals, the cost of debt is expected to remain below to 2.0% in 2018, 2019, and 2020. The low cost of debt, along with robust operating performances, led to a stronger 6.3x coverage of interest expense by EBITDA (ICR). 64 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR EPRA Performance Indicators 2 2.7.4 Financial ratios and rating As of December 31, 2017, the Group’s financing covenants remain in line with the commitments in its financing agreements. In December 2017, Standard’s & Poor’s confirmed the A- rating and its stable outlook. In August 2017, Standard & Poor’s assigned a A- rating for the first time to Steen & Strøm. Moody’s continues to assign a rating of A3 (stable outlook) to the notes initially issued by Corio N.V. 3 COVENANTS (a) Financing Ratios/Covenants Limit 12/31/2017 12/31/2016 Syndicated loans and bilateral loans Net debt/Portfolio value (“Loan to Value”) ≤ 60% 36.8% 36.8% (b) EBITDA/Net interest expenses ≥ 2.0 6.3 5.2 (c) Secured debt/Portfolio value ≤ 20% 0.7% 0.7% Portfolio value, Group share ≥ €10 bn €20.8 bn €19.9 bn (c) Bond issues Secured debt/Revalued Net Asset Value ≤ 50% 0.9% 1.1% (a) Ratios are based on the revolving credit facility 2015. (b) Exclusive of the impact of the liability management operations. (c) Exclusive of Steen & Strøm. A portion of Steen & Strøm’s debt is subject to a financial covenant that requires shareholders’ equity to be equal to at least 20% of NAV at all times. On December 31, 2017, this ratio was 53.7%. 2.8 EPRA Performance Indicators The following performance indicators have been prepared in accordance with best practices as defined by EPRA (European Public Real Estate Association) in its Best Practices Recommendations guide, available on EPRA’s website (www.epra.com). 2.8.1 EPRA Earnings EPRA Earnings is a measure of the underlying operating performance of an investment property company excluding fair value gains, investment property disposals, and limited other items that are not considered to be part of the core activity of an investment property company. 3 EPRA EARNINGS In €m, Group share 12/31/2017 12/31/2016 Earnings per IFRS income statement 1,228.6 1,191.2 Adjustments to calculate EPRA Earnings, exclude: (i) Changes in value of investment properties, development properties held for investment and other interests 825.9 828.8 (ii) Profit or losses on disposal of investment properties, development properties held for investment and other interests 6.9 23,5 (iii) Profit or losses on sales of trading properties including impairment charges in respect of trading properties - - (iv) Tax on profits or losses on disposals - - (v) Negative goodwill/goodwill impairment -1.7 - (vi) Changes in fair value of financial instruments and associated close-out costs -29.2 -28.3 (vii) Acquisition costs on share deals and non-controlling joint venture interests -0.6 - (viii) Deferred tax in respect of EPRA adjustements -190.9 -199.0 (ix) Adjustments (i) to (viii) above in respect of joint ventures (unless already included under proportional consolidation) 22.9 28.5 (x) Non-controlling interests in respect of the above -137.1 -156.8 EPRA EARNINGS 732.4 694.4 (a) 306,084,849 311,736,861 Number of shares EPRA EARNINGS PER SHARE (in €) 2.39 2.23 Company-specific adjustments Employee benefits, stock-options expenses and non-current operating expenses 13.8 7.9 Amortization allowances and provisions for contingencies and losses 14.4 18.8 Net current cash flow 760.6 721.1 (a) 306,084,849 311,736,861 Number of shares Net current cash flow per share (in €) 2.48 2.31 (a) Average number of shares, excluding treasury shares. KLÉPIERRE 2017 REGISTRATION DOCUMENT 65

BUSINESS FOR THE YEAR 2EPRA Performance Indicators 2.8.2 EPRA Net Asset Value and Triple Net 2.8.2.4 Fair value of financial instruments Asset Value The net mark-to-market adjustment to the value of financial EPRA NAV is a measure of the fair value of net assets assuming a instruments used for hedging purposes – and where the Company has normal investment property company business model. Accordingly, the intention of keeping the position until the end of the contractual there is an assumption of owning and operating investment property duration – is excluded for NAV calculation and added-back for Triple for the long term. EPRA NNNAV (Triple Net Asset Value) is similar Net Asset Value (NNNAV). NNNAV also incorporates the fair value to EPRA NAV, except that it includes debt and financial instruments of debt and interest rate hedging instruments that are not recorded at fair value and the optimized calculation of deferred tax liabilities. under consolidated net assets pursuant to IAS 32-39, which essentially involves marking to market the fixed rate debt. 2.8.2.1 Methodology 2.8.2.5 Deferred taxes on asset values The EPRA NAV and NNNAV are calculated by restating consolidated Deferred taxes are deducted from the fair value of assets in the shareholder’s equity on several items. financial statements under IFRS. Such taxes are recognized as the difference between the net book values and the tax values, as 2.8.2.2 Goodwill determined by capital gains tax rates in force in each country where Goodwill as a result of deferred taxes is excluded for NAV calculation Klépierre does not benefit from tax exemption rules. as the corresponding deferred tax liability is also eliminated as For EPRA NAV which measures the fair value of net assets on an explained hereunder. Goodwill on other assets related to Klépierre ongoing, long-term basis, deferred taxes must be restated as they management business is excluded because these assets are taken at become payable only when the assets are sold. their fair market value in NAV calculation. For NNNAV calculation purposes, taxes on unrealized capital gains are then calculated property by property, on the basis of applicable local 2.8.2.3 Unrealized capital gains on management tax regulations, using the most likely transaction scheme between companies the direct sale of the property (“asset deal”) and the disposal through the sale of shares of a company owning the property (“share deal”). The management companies are appraised annually. The difference between the market values and the book values recorded in the 2.8.2.6 Transfer taxes optimization consolidated financial statements is included in NAV and NNNAV calculation. Transfer taxes on the sale of assets are calculated on a property-by- property basis, using the same approach as that used to determine effective tax on unrealized capital gains as per applicable local tax regulations; optimization corresponds to the choice of the most likely transaction scheme between a share deal and an asset deal. 2.8.2.7 EPRA NAV and NNNAV calculation 3 EPRA NAV & NNNAV In €m 12/31/2017 06/30/2017 12/31/2016 6-month change 12-month change Consolidated shareholders’ equity (Group share) 10,397 9,859 10,107 538 5.5% 290 2.9% Unrealized capital gains on management service activity 335 300 300 35 11.7% 35 11.7% Goodwill restatement -656 -657 -647 2 -0.3% -9 1.4% Fair value of hedging instruments 9 10 48 -1 -11.7% -39 -81.4% Deferred taxes on asset values as per balance sheet 1,470 1,389 1,270 81 5.8% 200 15.8% Transfer taxes optimization 396 369 368 28 7.5% 29 7.9% EPRA NAV 11,952 11,270 11,446 682 6.1% 506 4.4% Optimized deferred taxes on unrealized capital gains -392 -321 -245 -71 22.2% -147 59.8% Fair value of hedging instruments -9 -10 -48 1 -11.7% 39 -81.4% Fair value of fixed-rate debt -189 -172 -185 -17 10.1% -4 2.3% EPRA NNNAV 11,362 10,767 10,967 595 5.5% 394 3.6% Number of shares, end of period 302,099,375 304,910,597 311,827,611 Per share (in €) EPRA NAV PER SHARE 39.6 37.0 36.7 2.6 7.0% 2.9 7.8% EPRA NNNAV PER SHARE 37.6 35.3 35.2 2.3 6.5% 2.4 6.9% 66 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR EPRA Performance Indicators 2 3 EPRA NAV 12-MONTH BRIDGE PER SHARE EPRA NAV per share amounted to €39.60 at the end of December 2017, versus €36.70 one year earlier. This improvement reflects net In € per share current cash flow generation (+€2.5 per share) and the increase in the EPRA NAV at 12/31/2016 36.7 value of the like-for-like portfolio (+€2.4), partly offset by the dividend Cash flow 2.5 payment (-€1.8). Foreign exchange and other effects had a limited Like-for-like asset revaluation 2.4 impact (-€0.2). Dividend -1.8 Forex and others -0.2 EPRA NAV at 12/31/2017 39.6 2.8.3 EPRA Net Initial Yield and “Topped-up” Net Initial Yield The EPRA NIY (Net Initial Yield) is calculated as the annualized rental unexpired lease incentives such as discounted rent free periods and income based on passing cash rents, less non-recoverable property step rents). Please refer to the “Shopping center portfolio valuation” operating expenses, divided by the gross market value of the property. section of this document for the EPRA Net Initial Yield geographic The EPRA “Topped-up” NIY is calculated by making an adjustment breakdown. to EPRA NIY in respect of the expiration of rent free periods (or other 3 EPRA NET INITIAL YIELDS Other retail In €, Group share Shopping centers properties Total Investment property – Wholly owned 18,594 355 18,949 Investment property – Share of JVs/Funds 1,310 0 1,310 Total portfolio 19,904 355 20,259 Less: Developments, land and other -1,399 0 -1,399 Completed property portfolio 18,504 355 18,860 Allowance for estimated purchasers’ cost 539 24 563 Gross up completed property portfolio valuation (B) 19,044 379 19,423 Annualized cash passing rental income 1005 26 1031 Property outgoings -85 0 -86 Annualized net rents (A) 919 26 946 Notional rent expiration of rent free periods or other lease incentives 21 0 22 Topped-up net annualized rent (C) 941 27 967 EPRA NET INITIAL YIELD (A/B) 4.8% 6.9% 4.9% EPRA “TOPPED-UP” NIY (C/B) 4.9% 7.0% 5.0% 2.8.4 EPRA Vacancy rate The EPRA vacancy rate is calculated by dividing the market rents of vacant spaces by the market rents of the total space of the completed property portfolio (including vacant spaces), but excluding properties that are under development and strategic vacancies. 3 EPRA VACANCY RATE(a) In €k France-Belgium Italy Scandinavia Iberia CEE and Turkey The Netherlands Germany Total Estimated rental value (ERV) 449,899 284,486 188,433 150,466 133,360 35,523 50,446 1,292,614 ERV of vacant space 15,070 3,438 5,871 6,250 5,261 2,134 2,997 41,021 EPRA VACANCY RATE 3.3% 1.2% 3.1% 4.2% 3.9% 6.0% 5.9% 3.2% (a) Scope: total shopping centers. Estimated rental values of leased and vacant spaces as of December 31, 2017. KLÉPIERRE 2017 REGISTRATION DOCUMENT 67

BUSINESS FOR THE YEAR 2EPRA Performance Indicators 2.8.5 EPRA Cost ratio The purpose of the EPRA Cost ratio is to reflect the relevant overhead and operating costs of the business. It is calculated by expressing the sum of property expenses (net of service charge recoveries and third-party asset management fees) and administrative expenses as a percentage of gross rental income. 3 EPRA COST RATIO In €m 12/31/2017 06/30/2017 12/31/2016 Administrative & operating expenses -246.7 -119.4 -254.3 Net service charge costs -72.4 -36.2 -73.9 Net management fees 85.6 42.8 86.5 Other net operating income intended to cover overhead expenses 10.5 3.9 18.4 Share of joint ventures expenses -14.9 -8.0 -18.5 EPRA Costs (including vacancy costs) (A) -237.9 -116.9 -241.9 Direct vacancy costs -20.7 -11.6 -24.7 EPRA Costs (excluding vacancy costs) (B) -217.2 -105.3 -217.2 Gross Rental Income less ground rents – per IFRS 1,220.0 603.6 1,199.1 Share of joint ventures (gross rental Income less ground rents) 79.8 44.0 95.9 Gross rental income (C) 1,299.8 647.6 1,295.0 EPRA COST RATIO (INCLUDING DIRECT VACANCY COSTS) (A/C) 18.3% 18.0% 18.7% EPRA COST RATIO (EXCLUDING DIRECT VACANCY COSTS) (B/C) 16.7% 16.3% 16.8% 2.8.6 EPRA Capital expenditure Investments made over the course of 2017 are presented in detail in the “Investments, development and disposals” section of this document. The current section presents Klépierre’s capital expenditure according to EPRA financial reporting guidelines. 3 EPRA CAPITAL EXPENDITURE(a) In €m 12/31/2017 12/31/2016 Acquisitions 285.6 382.7 Development 187.6 212.6 Like-for-like portfolio 95.6 64.8 Other 17.8 28.2 TOTAL 586.6 688.4 (a) Inclusive of expenses charged to tenants. 2.8.6.1 Acquisitions implemented at Val d’Europe (Paris), Plenilunio (Madrid), Assago (Milan), Marseille Bourse (Marseille, France), and Jaude (Clermont- In 2017, acquisitions amounted to €285.6 million, mainly including Ferrand, France). Most of these expenditures were invoiced to Nueva Condomina (Murcia, Spain), additional leaseholds in Blagnac tenants; (Toulouse, France), and a new retail unit in the Nový Smíchov shopping center (Czech Republic). > leasing capital expenditure, mainly in relation with stores and other leasable units, including restructuring costs for re-leasing 2.8.6.2 Development and first leasing, fit-out contributions and eviction costs; and > technical maintenance capital expenditure aimed at replacing Development capital expenditure are investments related to new obsolete or dysfunctional equipment of the asset. A large portion constructions and extensions of existing assets. For 2017, such of these investments was invoiced to tenants. investments amounted to €187.6 million, mainly including the redevelopment of Hoog Catharijne (Utrecht, The Netherlands), the 2.8.6.4 Other capital expenditure greenfield project of Le Prado (Marseille, France), as well as Val d’Europe’s (Paris, France) and Gran Reno’s (Bologna, Italy) extensions. The other capital expenditure consists mainly in capitalized financial interests, which amounted to €9.1 million in 2017, and leasing fees, for 2.8.6.3 Like-for-like portfolio €5.6 million in 2017. Capital expenditure on the “like-for-like portfolio” include investments made to maintain or enhance standing assets without creating additional leasing space. In 2017, those investments amounted to €95.6 million, split as follows: > refurbishment, consisting in renovation works, mainly in the common areas. In 2017, they were related to Clubstore® 68 KLÉPIERRE 2017 REGISTRATION DOCUMENT

BUSINESS FOR THE YEAR Outlook 2 2.9 Events subsequent to the accounting cut-off date 2.9.1 Interest rate hedging operations Additionally, on February 2, 2018, Klépierre signed an agreement for the disposal to Carmila of two retail malls for a total consideration of In January 2018, €700 million of caps were bought, with an average €212.2 million (including transfer taxes). maturity of three years, to roll over part of the portfolio of caps The two retail malls, which are anchored by a Carrefour hypermarket, maturing in 2018 and maintain a high interest rate hedging ratio. are the following: 2.9.2 Share buyback program > Grand Vitrolles (Klépierre equity interest 83%; CNP 17%), located near Marseille (France), is a 24,400-sq.m. gallery with 80 retail From January 1, 2018 to February 2, 2018, Klépierre has purchased units adjacent to a Carrefour hypermarket of 21,900 sq.m.; 902,414 of its own shares, representing a total investment of > Gran Via de Hortaleza, fully owned by Klépierre and located in €32 million (average price of €35.74). Madrid in Spain, is a 6,300-sq.m. gallery with 70 retail units (Carrefour hypermarket of 14,000 sq.m.). 2.9.3 Disposals This divestment is consistent with Klépierre’s asset rotation strategy which consists in focusing its capital allocation on leading shopping In January 2018, the Group completed the disposal of Roncalli destinations in continental European cities. (Cologne, Germany), a 17,300-sq.m. office building. The closing of this transaction is expected to occur in the first quarter of 2018. 2.10 Outlook Klépierre’s 2018 budget is based on an improving macroeconomic Overall, Klépierre expects to maintain a high level of net rental income environment in Continental Europe especially on the front of growth, supported by higher indexation in 2018 (expected above 1%). unemployment in France but also in Spain and Italy. Combined with As in previous years, payroll and other overhead costs will be under some more inflation, this should help drive retailers sales further up scrutiny with a view to keeping them at least stable. and, consequently, like-for-like rental growth. Against this backdrop, Klépierre’s asset management initiatives will Recent debt management operations will help further reduce financial focus on: expenses. > accelerating the transformation of the retail offer through tenant Provided that asset disposals are sustained, the 500-million euros rotation and rightsizing; share buyback program should be completed (which represents an additional 150-million euros repurchase in 2018). > enhancing the shopper experience through the deployment of As a result, the net current cash-flow per share is expected to reach Clubstore®, Destination Food®, digital marketing and stunning 2.57-€2.62 assuming a stable, if not lower, debt. This represents a 3.6% events through the Let’s Play® program; to 5.6% increase which should allow for increasing the dividend per > opening successfully the two main ongoing projects: Prado share for the ninth year in a row. (Marseille) and the next phase of Hoog Catharijne (Utrecht) redevelopment; > keeping investing in our assets to transform them through extensions and refurbishments like the recently started Créteil Soleil (Paris); > disposing non-core assets. KLÉPIERRE 2017 REGISTRATION DOCUMENT 69

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3 FINANCIAL STATEMENTS 3.1 CONSOLIDATED 3.4 STATUTORY AUDITORS’ REPORT FINANCIAL STATEMENTS ON THE FINANCIAL STATEMENTS 156 AS OF DECEMBER 31, 2017 72 3.1.1 Consolidated statements 3.5 OTHER INFORMATION 159 of comprehensive income 72 3.5.1 Financial summary for the past five 3.1.2 Consolidated statements fiscal years (data provided under of financial position 73 the terms of Article R. 225-102 3.1.3 Consolidated cash flow statements 74 of the French Commercial Code) 159 3.1.4 Statements of changes 3.5.2 Acquisition of equity holdings in consolidated equity 75 and movements in equity securities impacting the corporate 3.1.5 Appendices 76 financial statements of Klépierre SA 159 3.5.3 Average supplier payment period 3.2 STATUTORY AUDITORS’ REPORT (data provided under the term ON THE CONSOLIDATED of Article L. 441-6-1 of the French FINANCIAL STATEMENTS 129 Commercial Code) 159 3.5.4 Outcome of the share buyback 3.3 CORPORATE FINANCIAL program (data provided STATEMENTS pursuant to Article L. 225-211 AS OF DECEMBER 31, 2017 132 of the French Commercial Code) 160 3.3.1 Income statement 132 3.3.2 Balance sheet 133 3.3.3 Notes to the corporate financial statements 135 KLÉPIERRE 2017 REGISTRATION DOCUMENT 71

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 3.1 Consolidated financial statements as of December 31, 2017 3.1.1 Consolidated statements of comprehensive income 12/31/2017 12/31/2016 In €m Notes Fair value Fair value Gross rental income 6.1 1,236.0 1,214.0 Land expenses (real estate) 6.2 -16.0 -14.9 Non-recovered rental expenses 6.3 -72.4 -73.9 Building expenses (owner) 6.4 -42.0 -41.9 Net rental income 1,105.6 1,083.4 Management, administrative and related income 85.6 86.5 Other operating revenues 6.5 10.5 18.4 Survey and research costs -1.0 -2.8 Payroll expenses 10.1 -124.9 -131.4 Other general expenses -63.6 -63.4 Depreciation and impairment allowance on intangible assets and properties, plant and equipment 6.6 -15.2 -14.8 Provisions -0.6 -5.2 Change in value of investment properties 6.7 825.9 828.8 Proceeds from disposal of investment properties and equity investments 6.8 243.0 416.1 Net book value of investment properties and equity investments sold 6.8 -236.1 -392.5 Income from the disposal of investment properties and equity investments 6.8 23.5 Goodwill impairment -1.7 Operating income 1,827.5 1,822.8 Net dividends and provisions on non-consolidated investments 0.0 0.1 Financial income 80.8 109.0 Financial expenses -250.6 -306.7 Net cost of debt 6.9 -169.8 -197.7 Change in the fair value of financial instruments -15.1 -12.1 Share in earnings of equity method investments 5.5 74.4 89.5 Profit before tax 1,717.0 1,702.5 Corporate income tax 7 -219.2 -225.6 Net income of consolidated entity 1,497.8 1,476.9 Of which > Group share 1,228.6 1,191.3 > Non-controlling interests 269.2 285.7 Undiluted average number of shares 306,084,849 311,736,861 Undiluted net income per share (in €) – Group share 4.0 3.8 Diluted average number of shares 306,084,849 311,736,861 Diluted net income per share (in €) – Group share 4.0 3.8 12/31/2017 12/31/2016 In €m Fair value Fair value Net income of consolidated entity 1,497.8 1,476.9 Other comprehensive income items recognized directly as equity -58.6 -87.7 > Effective portion of profits and losses on cash flow hedging instruments 67.0 23.2 > Translation profits and losses -117.7 -95.1 > Tax on other comprehensive income items -14.1 -16.0 Items that will be reclassified subsequently to profit or loss -64.8 -87.9 > Result from sales of treasury shares 4.7 -0.1 > Actuarial gains 1.4 0.3 Items that will not be reclassified subsequently to profit or loss 6.2 0.2 Share of other comprehensive income items of equity method investees Total comprehensive income 1,439.1 1,389.2 Of which > Group share 1,205.8 1,098.7 > Non-controlling interests 233.3 290.5 Undiluted comprehensive income per share (in €) – Group share 3.9 3.5 Diluted comprehensive income per share (in €) – Group share 3.9 3.5 72 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 3.1.2 Consolidated statements of financial position 12/31/2017 12/31/2016 In €m Notes Fair value Fair value Goodwill 5.1 655.2 648.4 Intangible assets 5.2 39.3 45.2 Property, plant and equipment 5.3 14.1 16.0 Investment properties at fair value 5.4 21,494.2 20,390.2 Investment properties at cost 5.4 123.1 282.6 Equity method investments 5.5 1,074.1 1,067.5 Other non-current assets 5.6 319.3 350.8 Non-current derivatives 5.12 41.0 74.0 Deferred tax assets 7 24.5 40.7 Non-current assets 23,784.6 22,915.4 Fair value of properties held for sale 5.4 295.6 284.4 Trade accounts and notes receivable 5.7 144.5 152.6 Other receivables 5.8 346.6 401.1 > Tax receivables 137.5 180.4 > Other debtors 209.1 220.7 Current derivatives 5.12 9.9 4.8 Cash and cash equivalents 5.9 564.5 578.8 Current assets 1,361.2 1,421.7 TOTAL ASSETS 25,145.8 24,337.1 Share capital 440.1 440.1 Additional paid-in capital 5,818.1 5,818.1 Legal reserves 44.0 44.0 Consolidated reserves 2,865.8 2,613.1 > Treasury shares -419.2 -67.0 > Hedging reserves -50.2 -99.2 > Other consolidated reserves 3,335.2 2,779.4 Consolidated earnings 1,228.6 1,191.3 Shareholders’ equity, Group share 10,396.6 10,106.6 Non-controlling interests 2,563.8 2,429.7 Shareholders’ equity 5.10 12,960.4 12,536.2 Non-current financial liabilities 5.11 7,368.2 6,745.6 Non-current provisions 5.13 26.9 23.5 Pension commitments 10.3 13.4 13.2 Non-current derivatives 5.12 23.1 65.3 Security deposits and guarantees 145.3 141.0 Deferred tax liabilities 7 1,547.7 1,375.7 Non-current liabilities 9,124.6 8,364.4 Current financial liabilities 5.11 2,217.2 2,562.1 Bank overdrafts 5.9 130.0 110.9 Trade payables 205.1 220.8 Payables to fixed asset suppliers 16.2 7.9 Other liabilities 5.14 312.4 317.5 Current derivatives 5.12 7.4 27.4 Social and tax liabilities 5.14 172.5 189.9 Current liabilities 3,060.7 3,436.5 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 25,145.8 24,337.1 KLÉPIERRE 2017 REGISTRATION DOCUMENT 73

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 3.1.3 Consolidated cash flow statements 12/31/2017 12/31/2016 In €m Fair value Fair value CASH FLOWS FROM OPERATING ACTIVITIES Net income from consolidated companies 1,497.8 1,476.9 Elimination of expenditure and income with no cash effect or not related to operating activities > Depreciation, amortization and provisions 15.9 20.1 > Change in value of investment properties -825.9 -828.8 > Goodwill impairment 1.7 > Capital gains and losses on asset disposals -6.8 -23.6 > Current and deferred Income taxes 219.2 225.6 > Share in earnings of equity method investees -74.4 -89.5 > Reclassification of financial interests and other items 210.8 253.4 Gross cash flow from consolidated companies 1,038.3 1,034.1 Paid taxes 11.5 -61.8 Change in operating working capital -15.5 -16.1 Cash flows from operating activities 1,034.3 956.2 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales of investment properties 126.3 196.6 Proceeds from sales of other fixed assets Proceeds from disposals of subsidiaries (net of cash disposed) 115.9 217.9 Acquisitions of investment properties -22.9 Acquisition costs of investment properties -1.1 -0.3 Payments in respect of construction work in progress -296.3 -337.0 Acquisitions of other fixed assets -8.9 -10.5 (a) -259.3 -2.5 Acquisitions of subsidiaries and deduction of acquired cash Movement of loans and advance payments granted and other investments -2.9 37.7 Net cash flows from investing activities -349.2 102.0 CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid to the parent company’s shareholders -562.0 -530.0 Dividends paid to non-controlling interests -47.6 -48.2 Capital increase of parent company Change in capital from subsidiaries with non controlling interests 14.7 30.8 Repayment of share premium Acquisitions/disposal of treasury shares -352.2 11.4 New loans, borrowings and hedging instruments 3,096.3 1,610.3 Repayment of loans, borrowings and hedging instruments -2,647.6 -1,611.1 Interest paid -212.7 -204.8 Other cash flows related to financing activities Net cash flows from financing activities -711.0 -741.6 Effect of foreign exchange rate changes on cash and cash equivalents -7.5 2.8 CHANGE IN CASH AND CASH EQUIVALENTS -33.5 319.3 Cash at year-start 467.9 148.6 Cash at year-end 434.5 467.9 (a) Including the repayment of the external loans previously held by the acquired companies. 74 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 3.1.4 Statements of changes in consolidated equity Capital Consolidated Equity, Equity, non- related Treasury Hedging reserves and Group controlling Total In €m Capital reserves stock reserves earnings share interests equity Equity at 12/31/2015 – Fair value 440.1 5,862.1 -78.4 -104.1 3,406.7 9,526.4 2,202.9 11,729.3 Share capital transactions -13.1 -13.1 Share-based payments Treasury share transactions 11.4 11.4 11.4 Dividends -530.0 -530.0 -48.2 -578.2 Net income for the period 1,191.3 1,191.3 285.7 1,476.9 Gains and losses recognized directly in equity > Income from sales of treasury shares -0.1 -0.1 -0.1 > Income from cash flow hedging 20.0 20.0 3.1 23.2 > Translation profits and losses -97.7 -97.7 2.6 -95.1 > Actuarial gains 0.3 0.3 0.3 > Tax on other comprehensive income items -15.1 -15.1 -0.9 -16.0 Other comprehensive income items 4.9 -97.4 -92.6 4.9 -87.7 Changes in the scope of consolidation 0.6 0.6 0.2 0.8 Other movements -0.0 -0.5 -0.5 -2.7 -3.2 Equity at 12/31/2016 – Fair value 440.1 5,862.1 -67.0 -99.2 3,970.6 10,106.6 2,429.7 12,536.2 Share capital transactions Share-based payments Treasury share transactions -352.2 -352.2 -352.2 Dividends -562.0 -562.0 -47.6 -609.6 Net income for the period 1,228.6 1,228.6 269.2 1,497.8 Gains and losses recognized directly in equity > Income from sales of treasury shares 4.7 4.7 4.7 > Income from cash flow hedging 62.1 62.1 4.9 67.0 > Translation profits and losses -78.0 -78.0 -39.7 -117.7 > Actuarial gain or loss 1.4 1.4 1.4 > Tax on other comprehensive income items -13.1 -13.1 -1.0 -14.1 Other comprehensive income items 49.0 -71.8 -22.8 -35.9 -58.6 Changes in the scope of consolidation -1.7 -1.7 -7.2 -8.9 Other movements 0.0 0.0 -44.4 -44.4 Equity at 12/31/2017 – Fair value 440.1 5,862.1 -419.2 -50.2 4,563.8 10,396.6 2,563.8 12,960.4 KLÉPIERRE 2017 REGISTRATION DOCUMENT 75

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 3.1.5 Appendices NOTE 1 SIGNIFICANT EVENTS OF THE FISCAL 6.3 Non-recovered rental expenses 103 YEAR 2017 77 6.4 Owners’ building expenses 103 1.1 Investments 77 6.5 Other operating revenue 103 1.2 Main disposals 77 6.6 Depreciation and impairment allowance 1.3 Dividend 77 on tangible and intangible assets 103 1.4 Share buyback program 77 6.7 Change in value of investment properties 103 1.5 Debt 77 6.8 Income from disposals of investment properties and equity investments 103 NOTE 2 SIGNIFICANT ACCOUNTING POLICIES 77 6.9 Net cost of debt 103 2.1 Corporate reporting 77 NOTE 7 TAXES 104 2.2 Application of IFRS 77 2.3 Use of material judgments and estimates 78 NOTE 8 EXPOSURE TO RISK AND HEDGING 2.4 Translation of foreign currencies 79 STRATEGY 108 2.5 Distinction between liabilities and equity 79 8.1 Interests rate risk 108 2.6 Net earnings per share 79 8.2 Liquidity risk 109 NOTE 3 SEGMENT INFORMATION 79 8.3 Currency risk 110 3.1 Segment earnings 79 8.4 Counterparty risk 110 3.2 Investment properties detailed by operating 8.5 Equity risk 110 segment 80 NOTE 9 FINANCE AND GUARANTEE COMMITMENTS 110 3.3 New investments over the period by operating 9.1 Commitments given 110 segment 81 9.2 Mutual commitments 111 NOTE 4 SCOPE OF CONSOLIDATION 81 9.3 Commitments received 111 9.4 Shareholders’ agreements 112 NOTE 5 NOTES TO THE FINANCIAL STATEMENTS: 9.5 Commitments under operating leases – Lessors 113 BALANCE SHEET 82 5.1 Goodwill 82 NOTE 10 EMPLOYEE COMPENSATION 5.2 Intangible assets 84 AND BENEFITS 114 5.3 Property, plant and equipment 85 10.1 Payroll expenses 114 5.4 Investment properties 86 10.2 Employees 114 5.5 Equity method investments 90 10.3 Employee benefits 115 5.6 Other non-current assets 91 10.4 Stock-options 118 5.7 Trade accounts and notes receivable 92 10.5 Performance shares 118 5.8 Other receivables 92 NOTE 11 ADDITIONAL INFORMATION 121 5.9 Cash and cash equivalents 92 5.10 Shareholders’ equity 93 11.1 Transactions with related parties 121 5.11 Current and non-current financial liabilities 94 11.2 Post-employment benefit plans 122 5.12 Hedging instruments 99 11.3 Compensation for Executive Board 5.13 Non-current provisions 101 and Executive Committee 122 5.14 Social and tax liabilities and other liabilities 101 11.4 Contingent liabilities 122 11.5 Subsequent events 122 NOTE 6 NOTES TO THE FINANCIAL STATEMENTS: 11.6 Statutory Auditors’ fees 122 COMPREHENSIVE INCOME STATEMENT 102 11.7 Identity of the consolidating companies 122 6.1 Gross rental income 102 11.8 List of consolidated entities 123 6.2 Land expenses (real estate) 102 76 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Note 1 Significant events of the fiscal year 2017 1.1 Investments 1.4 Share buyback program On May 22, 2017, Klépierre acquired Nueva Condomina, a Spanish On March 13, 2017, Klépierre announced a share buyback program of shopping mall in the region of Murcia, for a property value of up to €500 million. As of December 31, 2017, the Group repurchased €233 million including duties. 9,761,424 shares for a total amount of €350 million. On December 19, 2017, Klépierre purchased a new unit of the Nový Smichov shopping center in Prague for a property value of 1.5 Debt €28.6 million including duties. The other main investments realized during the period concern Klépierre raised circa €1.4 billion worth of new financing in both the ongoing projects in The Netherlands (mainly Hoog Catharijne, bond and the banking markets. These transactions mainly aimed at €78.0 million), in France Prado (€59.2 million) and Val d’Europe both replacing former debts which fell due during 2017 and financing extension (€43.8 million), Shopville Gran Reno extension in Bologne future development needs. They are detailed below: Italy (€16.2 million), and the acquisition of additional leaseholds and In February, Klépierre issued €500 million worth of new long-term extensions in Blagnac, France (€15.2 million). notes (10 years) bearing a 1.375% coupon. Shortly after, this issuance was complemented by a €100 million tap. This issuance allowed to 1.2 Main disposals cover the repayment of €615 million of 4% notes maturing in April 2017. In April, Klépierre signed two revolving credit facilities (five years) for During the year 2017, the Group completed the following disposals: an aggregate amount of €200 million. Simultaneously, €200 million > the Lillestrøm Torv shopping center in Norway (on January 23); of more expensive and shorter line was cancelled. In the meantime, agreements were found with two banks in order to extend €175 million > the Charras shopping center in France (on January 31); of undrawn facilities to 2022. > the Vigie Strasbourg shopping center in France (on March 2); At the end of June, Klépierre received banking syndicate approval > the office part of the Emporia shopping center in Sweden (on to extend the €850 million syndicated revolving credit facility signed March 31); last year for an additional year. The new final maturity on this line is now July 2022. > two shopping centers in Spain: Alicante and Augusta (on In December, Klépierre issued €500 million worth of new 15-year February 20 and May 31); notes. The coupon was set at 1.625%. The proceeds of the issuance > a newly constructed hotel shell located in Utrecht in the covered the refinancing of the bond maturing in January 2018 for Netherlands (on July 12); €291 million. > the Val Saint-Clair shopping center in France (on October 13); Simultaneously, Klépierre repurchased three existing notes which matured respectively in September 2019, February 2021 and March > the shares of company holding a land in Bulgaria (on December 28). 2021 for a total amount of €97 million. Moreover, a set of 16 retail units, a warehouse in Clamart and a land In Scandinavia, Klépierre has been active on the market by issuing were disposed in France over the period. 900 million Norwegian Kronor and 500 million Swedish Kronor in bonds in order to refinance existing loans. 1.3 Dividend On April 18, 2017, the shareholders’ meeting approved the payout of a €1.82 per share dividend in respect of the 2016 fiscal year, and proposed a cash payment. Cash dividend paid by Klépierre totaled €562 million (no dividends for treasury shares). Note 2 Significant accounting policies 2.1 Corporate reporting 2.2 Application of IFRS Klépierre is a French corporation (“Société Anonyme” or SA) subject As per Regulation (EC) No. 1126/2008 of November 3, 2008 on to French company legislation, and more specifically the provisions the application of international accounting standards, the Klépierre of the French Commercial Code. The Company’s registered office is Group’s consolidated financial statements through December 31, 2017 26, boulevard des Capucines in Paris. have been prepared in accordance with IFRS (International Financial On January 29, 2018, the Executive Board approved the consolidated Reporting Standards) published by the IASB (International Accounting financial statements of Klépierre SA for the period from January 1 to Standards Board), as adopted by the European Union and applicable December 31, 2017, and authorized their publication. on that date. Klépierre shares are admitted to trading on Euronext Paris The IFRS framework as adopted by the European Union includes (compartment A). the IFRS, the IAS (International Accounting Standards) and their interpretations (SIC and IFRIC). This framework is available on the website: http://ec.europa.eu/ internal_market/accounting/ias/index_en.htm KLÉPIERRE 2017 REGISTRATION DOCUMENT 77

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 The consolidated financial statements to December 31, 2017 are IFRS 9 “Financial Instruments” will replace the standard IAS 39. IFRS 9 presented in the form of complete accounts including all the provides a new classification of financial instruments and a model information required by the IFRS. of impairment of financial assets based on expected losses. This The document also includes the financial statements of Klépierre SA standard also provides a different treatment of hedge accounting. and its subsidiaries. The financial statements of subsidiaries are The standard IFRS 15 “Revenue from Contracts with Customers” prepared for the same accounting period as that of the parent was published on May 8, 2014. This standard replaces the standards company using consistent accounting methods. IAS 11 and IAS 18. This standard could include impacts on revenue The consolidated financial statements are presented in €m, with all recognition rules (excluding rents). amounts rounded to the nearest hundred thousand unless otherwise At Group level, during the period trainings on IFRS 9 and IFRS 15 indicated. Slight differences between figures could exist in the have been organized for operational and financial teams impacted by different statements due to rounded amounts. the new standards. Following the review and analysis of the existing financial instruments and contracts, no significant impacts has been 2.2.1 Standards, amendments and applicable identified at this stage. interpretations as of January 1st, 2017 IFRS 16 “Leases” will replace the standard IAS 17. It will remove the The accounting principles applied to the consolidated financial distinction between finance leases and operating leases. This standard statements as of December 31, 2017 are identical to those used in the is very close to the existing standard for the treatment of leases lessor consolidated financial statements as of December 31, 2016, with the side. exception of the following new standard and interpretations, for which application is mandatory for the Group: 2.3 Use of material judgments and estimates > Amendment to IAS 7: Disclosure Initiative: Statement of Cash Flows In preparing these consolidated financial statements in accordance > Amendment to IAS 12: Recognition of Deferred Tax Assets for with IFRS, the Group management used estimates and made Unrealized Losses a number of realistic and reasonable assumptions. Some facts and circumstances may lead to changes in these estimates and > Amendment to IFRS 4: Applying IFRS 9 Financial Instruments with assumptions, which would affect the value of the Group’s assets, IFRS 4 liabilities, equity and earnings. 2.2.2 Standards, amendments and interpretations The principal assumptions made in respect of future events and other of not compulsory application as from sources of uncertainty relating to the use of year-end estimates for which there is a significant risk of material change to the net book January 1st, 2017 values of assets and liabilities in subsequent years are presented The following amendments were published by the IASB but have not below: yet been adopted by the European Union: Measurement of goodwill > Amendments to IFRS 2: Classification and Measurement of Share- based Payment Transactions; The Group tests goodwill for impairment at least once a year. This requires to estimate the value in use of the cash-generating units > Annual improvements of IFRS: Cycle 2014-2016; to which the goodwill is allocated. In order to determine their value > Annual improvements of IFRS: Cycle 2015-2017; in use, Klépierre prepares expected future cash flows for each cash- generating unit and applies a pre-tax discount rate to calculate the > Amendment to IAS 40: Transfer of Investment Property; current value of these cash flows (see note 5.1). > IFRIC 22: Foreign Currency Transactions and Advance Consideration; Investment property > IFRIC 23: Uncertainty over Income Tax Treatments; The Group appoints independent appraisers to perform half-yearly > Amendment to IAS 28: Long Term Interests in Associate and Joint appraisals of its real estate assets in accordance with the methods Venture; described in note 5.4. The appraisers make assumptions concerning > IFRS 17: Insurance Contracts. future flows and rates that have a direct impact on the value of the buildings. The following standards and amendments have been adopted by the European Union as of December 31, 2017 but with a later effective Financial instruments date of application: The Group assesses the fair value of the financial instruments it uses > IFRS 15: Revenue from Contracts with Customers including in accordance with the standard models practiced on the market and amendments and clarifications to IFRS 15; IFRS 13 described in note 5.11.1. > IFRS 16: Leases; > IFRS 9: Financial Instruments; > Amendment to IFRS 9: Prepayment Features with Negative Compensation and Modifications of Financial Liabilities. The Group is currently assessing the implementation of these new standards and their impact on the consolidated accounts. 78 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 2.4 Translation of foreign currencies In the event of disposal of a foreign operation, the total accrued deferred exchange gain/loss recognized as a distinct component The consolidated financial statements are presented in euro, which of equity for that foreign operation is recognized in the income is the presentation currency of the consolidated group, as well as the statement. functional currency used by Klépierre SA. Each Group entity selects its own functional currency, and all items in its financial statements 2.5 Distinction between liabilities and equity are measured using this functional currency. The Group’s foreign subsidiaries conduct some transactions in The difference between liabilities and equity depends on whether currencies other than their functional currency. These transactions or not the issuer is obliged to make a cash payment to the other are initially recorded in the functional currency at the exchange rate party. The fact of being able to make such a decision regarding cash applying on the transaction date. payment is the crucial distinction between these liabilities and equity. On the balance sheet date, monetary assets and liabilities stated in foreign currencies are translated into the functional currency at the 2.6 Net earnings per share exchange rate for that day. Non-monetary items stated in foreign currencies and measured at their historical cost are translated using Earnings per share is calculated by dividing net income for the period the exchange rates applying on the dates of the initial transactions. attributable to ordinary shareholders by the weighted average number Non-monetary items stated in foreign currencies and measured at of current shares in circulation, excluding treasury shares. their fair value are translated using the exchange rates applicable on Diluted earnings per share is calculated by dividing net income for the the dates when the fair values were calculated. period attributable to ordinary shareholders by the weighted average For the preparation of the consolidated financial statements of the number of current shares in circulation, excluding treasury shares, and Group, the assets and liabilities of the subsidiaries are translated into adjusted to reflect the effects of the diluting options adopted (if any). the Klépierre SA presentation currency – the euro – at the exchange In accordance with IAS 33, the average number of shares at the rate as of the closing date. Their income statements are translated balance sheet date is adjusted after payment of the dividend in the at the average weighted exchange rate for the year. Any resulting form of shares if necessary. translation differences are allocated directly to shareholder equity under a separate line item. Note 3 Segment information Accounting policies Segment information In accordance with IFRS 8 requirements, operating segments are identified on the basis of the internal reporting used by management when evaluating performance and allocating resources. 3.1 Segment earnings The management team monitors the operating results of each operating segment independently as a basis for decision-making and For management purposes, the Group is structured into business performance evaluation. segments corresponding to geographic regions. There are in total Group financial policy (including the impact of financial income and seven operating segments. expenses), corporate activities and tax result calculation are handled These seven operating segments are structured as follows: at Group level, and are not allocated to the operating segments. > France/Belgium (including Other retail properties); The sector “Scandinavia” includes all the legal entities of the Steen > Scandinavia (Steen & Strøm: Norway, Sweden and Denmark); & Strøm Group in which the minority shareholder owns 43.9% of the interests. The share of the minority shareholder in the equity of the > Italy; Scandinavian sector at Fair Value amounts to €933.4 million as of December 31, 2017, compared to €890.5 million as of December 31, > Iberia (Spain, Portugal); 2016. As of December 31, 2017, the share of the Scandinavian > The Netherlands; portfolio in the non-current assets using the Fair Value model equals to €3,849.2 million, in current assets €169.4 million, in non-current > Germany; liabilities €1,466.4 million and in current liabilities €555.5 million. > CEE & Turkey (Hungary, Poland, Czech Republic, Slovakia, Greece and Turkey). KLÉPIERRE 2017 REGISTRATION DOCUMENT 79

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 France-Belgium(a) Scandinavia Italy Iberia The Netherlands In €m 12/31/2017 12/31/2016 12/31/2017 12/31/2016 12/31/2017 12/31/2016 12/31/2017 12/31/2016 12/31/2017 12/31/2016 Gross rental income 466.0 459.0 192.5 197.6 210.3 204.7 123.6 113.1 64.6 61.1 Rental & building expenses -44.1 -41.7 -19.9 -17.4 -15.1 -14.9 -13.6 -14.7 -15.3 -15.5 Net rental income 421.9 417.3 172.6 180.3 195.2 189.8 110.0 98.4 49.3 45.5 Management and other income 49.5 56.4 9.8 10.5 13.6 13.5 7.3 7.9 6.9 6.7 Payroll and other general expenses -66.1 -70.9 -21.5 -23.5 -23.9 -23.0 -13.8 -13.2 -13.6 -14.3 EBITDA 405.3 402.9 160.8 167.2 184.8 180.3 103.5 93.1 42.7 37.9 Depreciation and allowance -8.6 -7.2 -2.4 -3.1 -0.4 -0.6 -0.7 -0.7 -2.0 0.4 Change in value of investment properties 234.4 289.4 150.1 212.7 203.8 87.9 153.4 155.6 37.2 1.8 Income from the disposal of investment properties and equity investments -3.3 6.3 13.0 33.9 -0.1 -3.9 -14.4 1.2 Share in earnings of equity method investments 2.5 8.2 22.5 11.1 56.8 44.7 3.1 1.1 SEGMENT INCOME 630.3 699.5 344.0 421.9 445.0 312.3 255.4 234.6 79.0 40.0 Goodwill impairment Net cost of debt Change in the fair value of financial instruments PROFIT BEFORE TAX Corporate income tax NET INCOME (a) Shopping centers and other retail properties. Germany CEE & Turkey Unaffected Klépierre Group In €m 12/31/2017 12/31/2016 12/31/2017 12/31/2016 12/31/2017 12/31/2016 12/31/2017 12/31/2016 Gross rental income 54.4 57.2 124.5 121.3 1,236.0 1,214.0 Rental & building expenses -11.6 -15.2 -10.7 -11.2 -130.4 -130.6 Net rental income 42.8 42.0 113.8 110.1 1,105.6 1,083.4 Management and other income 4.8 5.4 4.4 4.4 96.1 104.8 Payroll and other general expenses -10.2 -10.0 -12.5 -12.8 -27.9 -29.9 -189.5 -197.6 EBITDA 37.4 37.3 105.8 101.8 -27.9 -29.9 1,012.2 990.6 Depreciation and allowance -0.4 -0.4 -1.2 -8.4 -15.8 -20.1 Change in value of investment properties -13.4 -38.5 60.4 119.9 825.9 828.8 Income from the disposal of investment properties and equity investments -0.0 -2.1 6.8 23.5 Share in earnings of equity method investments -10.6 24.4 74.4 89.5 SEGMENT INCOME 23.5 -1.6 154.3 235.5 -27.9 -29.9 1,903.6 1,912.4 Goodwill impairment -1.7 Net cost of debt -169.8 -197.7 Change in the fair value of financial instruments -15.1 -12.1 PROFIT BEFORE TAX 1,717.0 1,702.5 Corporate income tax -219.2 -225.6 NET INCOME 1,497.8 1,476.9 3.2 Investment properties detailed by operating segment Value of investment properties Value of investment properties (a) (a) In €m 12/31/2017 12/31/2016 (b) France-Belgium 8,755.8 8,522.9 Scandinavia 3,628.9 3,606.5 Italy 3,300.6 3,069.7 Iberia 2,115.3 1,772.2 The Netherlands 1,325.4 1,233.6 Germany 928.1 939.6 CEE & Turkey 1,563.2 1,528.3 TOTAL 21,617.3 20,672.8 (a) Including investment properties at fair value and investment properties at cost, excluding investment properties held for sale. (b) Including other retail properties. 80 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 3.3 New investments over the period by operating segment (a) In €m Investment properties at fair value Investment properties at cost Investments 12/31/2017 Shopping centers 510.6 76.0 586.6 France-Belgium(b) 112.0 59.7 171.7 Scandinavia 21.6 0.0 21.6 Italy 9.2 16.3 25.5 Iberia 248.8 248.8 The Netherlands 79.4 79.4 Germany 5.7 5.7 CEE & Turkey 33.9 33.9 TOTAL 510.6 76.0 586.6 (a) Investments include acquisitions, capitalized expenses and changes in scope. (b) Including other retail properties. The main investments of the period in France-Belgium concern the In Spain, the main investments concerned the acquisition of Nueva Prado project for €59.2 million, Val d’Europe extension for €43.8 million, Condomina and in the CEE & Turkey operational segment, the change the acquisition of additional leaseholds in Blagnac for €15.2 million and of the period is related to the acquisition of an additional retail unit in the acquisition of new retail units in Riom, for €4.4 million. the Nový Smíchov shopping center in the Czech Republic. In The Netherlands, investments of the period relate mainly to the Hoog Catharijne project. Note 4 Scope of consolidation Accounting policies Scope of consolidation The Klépierre consolidated financial statements cover all those companies over which Klépierre has control, joint control or significant influence. The percentage level of control takes account of the potential voting rights that entitle their holders to additional votes whenever these rights are immediately exercisable or convertible. Subsidiaries are consolidated starting the date on which the Group gains effective control. Consolidation method The consolidation method is based on the degree of control exercised by the Company: > exclusive control: full consolidation. Control is presumed to exist when Klépierre directly or indirectly holds more than half of the Company’s voting rights. Control is also presumed to exist where the parent company has the power to direct the financial and operational policies of the Company and appoint, dismiss or convene the majority of the members of the Board of Directors or equivalent management body; > joint control and significant influence: consolidation using the equity method. Joint control exists where operational, strategic and financial decisions require unanimous agreement between the associates. The agreement is contractual: subject to bylaws and shareholder agreements. Influence is defined as the power to contribute to a Company’s financial and operating policy decisions, rather than to exercise sole or joint control over those policies. Significant influence is presumed where the Group directly or indirectly holds 20% or more of an entity’s voting rights. Investments in associates are initially recognized in the balance sheet at acquisition cost, and are subsequently adjusted by the share of the net cash generated after the acquisition and the changes in fair value; > no influence: the company is not consolidated. Changes in equity of companies consolidated using the equity method are reported on the assets side of the balance sheet under “Equity method investments” and under the corresponding item in shareholder’s equity. Goodwill on companies consolidated using the equity method is also reported under “Equity method investments”. Intercompany transactions Intercompany balances and profits resulting from transactions between Group companies are eliminated. KLÉPIERRE 2017 REGISTRATION DOCUMENT 81

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 As of December 31, 2017 the Group’s scope of consolidation included > during the first half 2017, Steen & Strøm, the 56.1% Scandinavian 282 companies, including 248 fully consolidated companies and controlled subsidiary of Klépierre, completed the sale of two 34 companies consolidated under the equity method. properties. On January 23, 2017, the Lillestrøm shopping center In accordance with IFRS 12, the Group discloses its control assessment was sold in Norway, and the offices of Emporia in Malmö, Sweden, to define the nature of its interest held in its subsidiaries and the were sold on March 31, 2017. As a consequence, the Norwegian associated risks (see note 9.4). company SSI Lillestrøm Torv AS and the Swedish company Phasmatidae Holding AB were disposed and excluded from the Main changes in scope of consolidation of the year 2017 are as follows: scope of consolidation; > on May 22, 2017, Klépierre acquired 100% of the shares of SC > on December 1, 2017 Klépierre became 100% owner of the Nueva Condo Murcia for an amount of €124.1 million. This company company Principe Pio in Spain by acquiring 5% of the shares from owns Nueva Condomina, the leading shopping mall in the region the minority shareholder; of Murcia, Spain. The acquisition was treated as a business > on December 19, 2017, Klépierre acquired a company in the Czech combination according to IFRS 3 revised. The net amount of the Republic, Nový Smíchov First Floor. This entity owns the first floor identifiable assets and liabilities at their fair value at the acquisition of the Tesco Hypermarket in the Nový Smíchov shopping center date stands at €111.8 million. The €12.3 million goodwill is allocated in Prague; to the possibility of optimizing income taxes when disposing the assets. In accordance with IFRS 3, the purchase price allocation > on December 28, 2017, the Bulgarian company Corio Lulin owning is provisional and could be subject to change for a period of a plot in Sofia was sold; 12 months after the acquisition date. Since the acquisition date, > on March 13, 2017, Corio SAS has been merged into Klépierre SA. Nueva Condomina has contributed with €9.8 million to rental Furthermore, four new companies have been created (Klepierre income and €9.0 million to the net rental income of the Group. Finance Italia, KFI Hungary KFT, Klepierre Energy CZ S.R.O. and Kle If the acquisition had taken place at the beginning of the year, Start SAS) and three other empty companies have been merged the contribution of the company would have been €16.1 million to or liquidated (Steen & Strøm Centerdrift AS, La Plaine du Moulin rental income and €14.2 million to the net rental income; à Vent SCI and Pivoines SCI) during the year. Note 5 Notes to the financial statements: Balance Sheet 5.1 Goodwill Accounting policies Accounting for business combination The accounting rules for business combinations comply with IFRS 3 (revised). To decide whether a transaction is a business combination the Group considers whether an integrated set of activities is acquired besides the investment property. The criteria applied may include the number of property assets held by the target company, the extent of the acquired processes and, particularly, the auxiliary services provided by the acquired entity. If the acquired assets are not a business, the transaction is recorded as an asset acquisition. All business combinations are recognized using the acquisition method. The consideration transferred is measured as the fair value of assets given, equity issued and liabilities incurred at the transfer date. Identifiable assets and liabilities of the business acquired are measured at their fair value at the acquisition date. Any liabilities are only recognized if they represent a real obligation at the date of the business combination and if their fair value can be reliably measured. For each business combination, the acquirer must measure all non-controlling interests held in the acquired company, either at their fair value at the acquisition date or at the corresponding share in the fair value of the assets and liabilities of the acquired company. Any surplus of the consideration transferred and the value of non-controlling interests over the net fair value of the business’ identifiable assets acquired and liabilities assumed, is recognized as goodwill. Costs directly linked to the acquisition are recognized as expenses. IFRS 3 (revised) stipulates a maximum period of twelve months from the acquisition date for the accounting of the acquisition to be finalized: adjustments to values applied must be related to facts and circumstances existing at the acquisition date. Therefore, beyond this 12-month period, any earn-out adjustment must be recognized in income for the fiscal year unless the additional consideration is an equity instrument. As regards the treatment of deferred tax assets, a gain in income for deferred tax assets unrecognized at the acquisition date or during the measurement period must be recognized. Where a business is acquired in stages, the previous investment is remeasured at fair value at the date if and when the control is transferred. Any difference between fair value and net book value of this investment is recognized in income. Any change in the Group’s interest in an entity that results in a loss of control is recognized as a gain/loss on disposal and the remaining interest is remeasured at fair value with the change being recognized in income. Transactions that do not affect control (additional acquisition or disposal) is accounted for as an equity transaction between the Group share and the non-controlling interest share without an impact on profit or loss and/or a goodwill adjustment. 82 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Goodwill subsequent measurement and impairment Goodwill is carried at cost less any accumulated impairment losses. In compliance with IAS 36, the Group performs impairment testing if there is any indication of impairment, at least once a year. For the purposes of this test, assets are grouped into Cash Generating Units (CGUs). CGUs are standardized groups of assets whose continued use generates cash inflows that are largely separate from those generated by other asset groups. An impairment loss must be recognized wherever the recoverable value of the goodwill is less than its carrying amount. Goodwill corresponding to optimized value of deferred taxes This goodwill results from the recognition of deferred taxes at business combination accounting date. It represents the difference between the deferred tax liabilities booked in the balance sheet according to IAS 12 and the expected tax to be paid in case of sale by mean of share deal. As a consequence, impairment tests performed on this goodwill at each closing consist on comparing its net book value with the amounts of expected deferred taxes optimization. Goodwill of management activities This goodwill relates to management activities. Impairments test are performed annually and are based on valuations as performed by independent external appraisal. These appraisals, which are performed on behalf of Klépierre by Accuracy, are based on the Discounted Cash Flow (DCF) method in every country where the Klépierre Group conducts management activity. This method consists of three stages. In the first stage, cash flows that may be generated in the future by activity strictly interpreted (i.e., before consideration of explicit or implicit financing costs) are estimated on the basis of the specific business plans developed in each country where the Group conducts management activity for itself and for third parties. In the second stage, forecast cash flows and the probable value of the management activity portfolio at the end of the forecast period (terminal value) are discounted at an appropriate rate. This discount rate is determined on the basis of the Capital Asset Pricing Model (CAPM) and is the sum of the following three components: the risk-free interest rate, a general market risk premium (forecast average market risk premium multiplied by the beta coefficient for the business portfolio) and a specific market risk premium (which takes account of the proportion of specific risk not already included in flows). In the third and final stage, the value of shareholders’ equity is obtained by deducting its net debt on the valuation date from the value of its business portfolio. The impairment test done at least annually by an external appraiser consists in comparing the net book asset value of the entities with the net asset value measured by the independent appraiser. The main assumptions used to calculate the enterprise value according to the last appraisals are the following: > the discount rate applied is 7.6%; > the free cash flows over the duration of the business plan are based on business volume and operating margin assumptions that take into account economic and market assumptions on the date on which the plan was established; > a growth rate for the 2018-2023 period based on the assumptions of the internal business plan approved by the management; > Klépierre Management’s end value was determined with a growth rate applied from 2023 of 1%. KLÉPIERRE 2017 REGISTRATION DOCUMENT 83

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 Disposals, Change retirement Other In €m 12/31/2016 in scope of assets Impairment movements 12/31/2017 Goodwill management activities 260.7 - - -1.7 -0.8 258.2 France 117.7 117.7 Italy 53.7 53.7 Spain 32.0 32.0 Portugal 7.4 7.4 The Netherlands 18.3 -1.7 16.6 Germany 14.8 14.8 Turkey 3.1 3.1 Scandinavia 10.4 -0.8 9.6 Hungary 3.4 3.4 Deferred taxes goodwill 387.6 12.3 - - -2.9 397.0 Ex-Corio assets 307.3 307.3 Plenilunio 1.4 1.4 IGC 35.7 35.7 Oslo City 38.4 -2.9 35.5 Nueva Condo Murcia 12.3 12.3 Other 4.9 4.9 NET GOODWILL 648.4 12.3 - -1.7 -3.7 655.2 At December 31, 2017, goodwill totaled €655.2 million, compared to goodwill and its carrying amount related to the Dutch management €648.4 million at December 31, 2016. The change in scope is related activities, €1.7 million impairment was recognized on this CGU. to the Nueva Condomina acquisition (see note 4). The goodwill A sensitivity analysis of the impairment test has been conducted for recognized on the Nueva Condo Murcia transaction represents the goodwill of the management activities to measure the impact of the difference between the deferred tax liability on the investment the new criteria used for calculation. If the discount rate decreased property recorded according to IAS 12 and the one expected from a by -0.5%, the value of the management activities would increase by most tax efficient disposal scheme. €25.2 million without any impact on the book value of goodwill. If the Impairment tests discount rate increased by +0.5%, the total value of the management activities would decrease by €21.8 million, however the impact on the The goodwill was subject to impairment test as of December 2017. As book value of goodwill would be limited to €2.5 million. the testing identified a difference between the recoverable value of the 5.2 Intangible assets Accounting policies Intangible assets An intangible asset is a non-monetary asset without physical substance. It must be simultaneously identifiable (and therefore separable from the acquired entity or arising from legal or contractual rights), controlled by the Company as a result of past events and provide an expectation of future financial benefits. IAS 38 states that an intangible asset should be amortized only where it has a known useful life. Intangible assets with an indefinite useful life should not be amortized, but should be tested annually for impairment (IAS 36) or whenever there is evidence of a loss of value. Assets recognized as intangible assets with finite useful lives should be amortized on a straight-line basis over periods that equate to their expected useful life. Impairment of intangible assets After initial recognition, other intangible assets are recognized at cost, less any related depreciation and impairment losses. Intangible assets with finite useful lives are straight-line depreciated over their useful life. Useful lives are examined annually and an impairment test is conducted if there is any indication of impairment. Intangible assets with an indefinite useful life are not amortized. The “indefinite” nature of the useful life is reviewed at least annually. These assets are tested for impairment annually, or if there is any indication of impairment, by comparing the book value against the recoverable value. In the event of impairment, an impairment loss is recognized in income. The Klépierre Group’s intangible assets are not subject to an external appraisal. 84 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 “Software” includes Software in service as well as ongoing projects. The increase of this item relates to the investment of the Group in new softwares and applications. Reduction Acquisitions by disposals, Allowances Changes in and capitalized retirement for the Currency the scope of In €m 12/31/2016 expenses of assets period fluctuations consolidation Reclassification 12/31/2017 Leasehold right 2.8 2.8 Goodwill 4.2 4.2 Software 86.3 6.8 -1.7 -1.5 0.2 90.1 Concessions, patents and similar rights 1.7 0.1 1.8 Other intangible assets 5.4 -0.2 5.2 Total gross value 100.4 6.8 -1.7 -1.4 104.1 Leasehold right -0.9 -0.1 -1.0 Goodwill -2.5 -2.5 Software -46.4 1.0 -10.9 0.8 -55.5 Concessions, patents and similar rights -1.2 -0.1 -1.3 Other intangible assets -4.2 -0.2 -4.4 Total depreciation and amortization -55.2 1.0 -11.3 0.8 -64.8 INTANGIBLE ASSETS – NET VALUE 45.2 6.8 -0.7 -11.3 -0.6 - - 39.3 5.3 Property, plant and equipment Accounting policies Property, plant and equipment According to IAS 16, property plant and equipment are valued at their historic cost, less cumulative depreciation and any decreases in value. Depreciation is calculated using the useful life of each operating assets class. Property, plant and equipment include operating assets such as fixtures and other office equipment related to headquarter and offices. Reduction Acquisitions by disposals, Allowances Changes in and capitalized retirement for the Currency the scope of In €m 12/31/2016 expenses of assets period fluctuations consolidation Reclassification 12/31/2017 Non-depreciable assets Depreciable assets and work in progress 40.0 2.1 -0.2 -1.1 0.3 41.1 Total gross value 40.0 2.1 -0.2 - -1.1 - 0.3 41.1 Depreciable assets -24.0 0.2 -3.8 0.6 -27.0 Total depreciation and amortization -24.0 - 0.2 -3.8 0.6 - - -27.0 Impairment PROPERTY, PLANT AND EQUIPMENT AND WORK IN PROGRESS – NET VALUE 16.0 2.1 - -3.8 -0.5 - 0.3 14.1 KLÉPIERRE 2017 REGISTRATION DOCUMENT 85

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 5.4 Investment properties Accounting policies Investment properties (IAS 40 & IFRS 13) Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the companies in the consolidated Group, is classified as investment property. Investment property also includes property that is being constructed or developed for future use as investment property. For all investment properties, their current use equates to the highest and best use. Land held under operating leases is classified and accounted for by the Group as investment property when the definition of investment property is met. The operating lease is accounted for as if it were a finance lease. Investment property is measured initially at its cost, including related transaction costs and where applicable eviction and borrowing costs (see below). After initial recognition, investment property is carried at fair value. Investment property under construction is measured at fair value if the fair value is considered to be reliably determinable. Investment properties under construction for which the fair value cannot be determined reliably, but for which the Company expects that the fair value of the property will be reliably determinable when construction is completed, are measured at cost less impairment until the fair value becomes reliably determinable or construction is completed – whichever is earlier. In order to evaluate whether the fair value of an investment property under construction can be determined reliably, management considers the following factors, among others: > the stage of completion; > the level of reliability of cash inflows after completion; > the development risk specific to the property. Additions to investment properties consist of capital expenditures, evictions costs, capitalized financial interests, letting fees and other internal costs related to development. Certain internal staff and associated costs directly attributable to the management of major schemes during the construction phase are also capitalized. The difference between the fair value of an investment property at the reporting date and its carrying amount prior to re-measurement is included in the income statement as a valuation surplus or deficit. The profit on disposal is determined as the difference between the sales proceeds and the carrying amount of the asset at the commencement of the accounting period plus capital expenditure in the period. When the Group begins to redevelop an existing investment property for continued future use as an investment property, the property continues to be held as an investment property. In addition, the investment properties recorded at cost are tested for impairment at June 30 and December 31, whenever there is evidence of a loss of value. Where such evidence exists, the new recoverable asset value is compared against its net book value, and an impairment is recognized. Borrowing costs Under IAS 23, borrowing costs directly attributable to the acquisition or construction of eligible assets are included in the cost of the respective assets. When a loan is not directly attributable to an asset, Klépierre uses the capitalization rate applied to the expenses related to the asset in order to measure the attributable cost; if several non-specific borrowing lines exist, the capitalization rate is the weighted average rate of those loans observed during fiscal year. Fair value of investment property The fair value of Klépierre’s investment properties is appraised by the independent professionally qualified appraisers who hold a recognized relevant professional qualification and have recent sectorial experience in the locations and segments of the investment properties valued. They are responsible for valuing the Group’s assets on June 30 and December 31 of each year. The fair value excludes transfer duties and fees (fees are measured on the basis of a direct sale of the asset, even though these costs can, in some cases, be reduced by selling the Company that owns the asset). The fair values are determined in compliance with evaluation rules described in IFRS 13. In addition, given the complexity of real estate asset valuations and the nature of certain non-public data (such as rental growth projection, capitalization and actualization rates), the fair values of the investment properties have been classified as level 3 according to IFRS 13 criteria. Accordingly, there are no transfers of properties between the fair value hierarchies. 86 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Given the fact that these appraisals are, by their nature, estimates, it is possible that the amount realized on the disposal of some real estate assets will differ from the appraised value of those assets, even where such disposal occurs within a few months of the balance sheet date. Klépierre entrusts the task of appraising its real estate assets to various appraisers. Shopping centers are appraised by: > Jones Lang LaSalle (JLL) appraises a part of French portfolio, all Greek and Belgian assets, most of the Italian portfolio and four assets in Turkey; > CBRE appraises 10 French assets, all Portuguese and Spanish assets, 12 Italian assets and three Dutch assets; > BNP Paribas Real Estate appraises all German assets; > Colliers appraises the Italian assets of the K2 fund; > Cushman & Wakefield appraises a part of French portfolio, all Danish, Swedish, and Norwegian assets, all the Eastern European assets (Poland, Hungary, Czech Republic and Slovakia), three Dutch assets and three Turkish assets. Retail assets are appraised by BNP Paribas Real Estate. All appraisals are conducted in accordance with the principles of the Charte de l’Expertise en Évaluation Immobilière, AMF recommendations of February 8, 2010 and Royal Institution of Chartered Surveyors standards. The fees paid to appraisers, agreed prior to their appraisal of the properties concerned, are fixed on a lump sum basis to reflect the number and complexity of the assets appraised. The fee is entirely unrelated to the appraised value of the assets concerned. In €k FY 2017 appraisal fees Cushman & Wakefield 307.9 CBRE 241.0 Jones Lang Lasalle 283.4 BNP Paribas Real Estate 122.8 Colliers 14.1 TOTAL 969.1 The valuations performed by the independent appraiser are reviewed internally by senior management and relevant people within the business units. This process includes discussions of the assumptions used by the independent valuer, as well as a review of the resulting valuations. Discussions of the valuation process and results are held between senior management and the independent appraiser on a half-yearly basis. All Klépierre Group assets are systematically appraised using two methods: yield method and discounted cash flows. According to the yield method, to determine the fair market value of a shopping center, appraisers apply a yield rate to net annual rents for occupied premises, and to the net market rent for vacant properties, discounted for the anticipated period of vacancy. The present value of rebates on minimum guaranteed rent payments, expenses payable on currently vacant premises and non-chargeable work is then deducted from the fair market value calculated above. A standard vacancy rate is then defined for each asset. The discount rate applied is the same as the yield rate used in the fair market value calculation. Gross rent includes the minimum guaranteed rent, the variable part of the rent and the market rental price for vacant properties. The net total rent is calculated by deducting the following expenses from the gross rent: management charges, non-reinvoiced charges, expenses relating to provisions for vacant premises and the average loss on bad debts over the previous five years. The yield rate is set by the appraiser based on a range of parameters, the most important of which are: retail sales area, layout, competition, type and percentage of ownership, gross rental income and extension potential and comparability with recent transactions in the market. The discounted cash flows method calculates the value of an asset as the sum of discounted future cash flows based on a discount rate defined by the appraiser. The appraiser estimates anticipated total revenues and expenses relating to the asset, and then measures a “terminal value” at the end of an average ten-year analytical period. By comparing the market rental values with face rental values, the appraiser assesses the reversion potential of the asset, using the market rental value at the end of the lease, after deduction of the expenses incurred in remarketing the property. Lastly the appraiser discounts the forecast cash flow to determine the present value of the property. The discount rate adopted reflects the market risk-free rate (ten-year government bond) plus a property market risk and liquidity premium and an asset-specific premium reflecting the location, specification and tenancy of each building. KLÉPIERRE 2017 REGISTRATION DOCUMENT 87

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 5.4.1 Investment properties at fair value In €m INVESTMENT PROPERTIES AT FAIR VALUE – NET VALUE AS OF 12/31/2016 20,390.2 Entries in the scope of consolidation 261.6 Investments 243.2 Capitalized interests 5.8 Disposals and exits from the scope of consolidation -59.8 Other movements, reclassifications 0.4 Currency fluctuations -147.1 Fair value variations 799.9 INVESTMENT PROPERTIES AT FAIR VALUE – NET VALUE AS OF 12/31/2017 21,494.2 The line “Entries in the scope of consolidation” is related to the first leaseholds in Blagnac for €15.2 million and the acquisition of new retail consolidation of the Nueva Condomina shopping center in Spain and units in Riom, in France, for €4.4 million. the acquisition of an additional retail unit in Nový Smíchov in Czech The “Other movements, reclassifications” item mainly represents the Republic (see notes 1.1 and 4). net balance arising from the reclassification of “Investment properties The investments for €243.2 million realized during the period mainly at fair value” to the “Investment properties held for sale” item and from concern the investments on Hoog Catharijne for €78.0 million, Val the “Investment properties at cost” item. d’Europe extension for €43.8 million, the acquisition of additional The table below presents the quantitative information used to determine the fair value of investment properties: 12/31/2017 Shopping centers Annual rent (a) (b) (c) (d) (weighted average) in € per sq.m. Discount rate Exit rate CAGR of NRI France/Belgium 389 6.0% 4.6% 3.0% Italy 399 7.0% 5.6% 1.8% Scandinavia 288 7.0% 4.8% 2.7% The Netherlands 226 6.4% 6.2% 2.5% Iberia 273 7.7% 5.8% 3.7% Germany 228 5.2% 4.5% 0.9% CEE & Turkey 228 8.9% 7.1% 3.1% TOTAL GROUP 321 6.7% 5.2% 2.7% Discount rate and exit rate weighted by shopping center portfolio (d) compounded Annual Growth Rate of NRI determined by the appraised (including duties, Group share): appraiser at 10 years. (a) average annual rent (minimum guaranteed rent + sales based rent) As of December 31, 2017, the average EPRA NIY rate of the portfolio per asset per sq. m.; stands at 4.8% (including duties). A 10-bp change in yields would (b) rate used to calculate the net present value of future cash flows; result in a €386 million change in the portfolio valuation (Group share). (c) rate used to capitalize the exit rent to determine the exit value of an asset; 5.4.2 Investment properties at cost In €m INVESTMENT PROPERTIES AT COST MODEL – NET VALUE AS OF 12/31/2016 282.6 Investments 72.4 Capitalized interests 3.6 Disposals and exits from the scope of consolidation -3.7 Other movements, reclassifications -221.1 Currency fluctuations -0.3 Impairments and reversals -10.4 INVESTMENT PROPERTIES AT COST MODEL – NET VALUE AS OF 12/31/2017 123.1 88 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Main investment properties at cost as of December 31, 2017 are: The investments for €72.4 million realized during the period mainly > in Scandinavia: a project under construction in Kristianstad and concern the investments on the Prado and Gran Reno projects. a land in Odense; The “Other movements, reclassifications” item is mainly related to the > in Belgium: building rights attached to Louvain-la-Neuve transfer of a building in Köln from “Investment properties at cost” to development project; “Investment properties held for sale” and the transfer of the Prado project from “Investment properties at cost” to “Investment properties > in Italy: the extension of the shopping center Shopville Gran Reno. at fair value”. 5.4.3 Investment properties held for sale Accounting policies Investment properties held for sale Investment properties under sale commitment or sales mandate are presented according to IFRS 5. The accounting impacts are as follows: > reclassification as held for sale at the lower of its carrying amount and fair value less costs to sell; > presentation on a separate line as current assets. In €m INVESTMENT PROPERTIES HELD FOR SALE – NET VALUE AS OF 12/31/2016 284.4 Disposals and exits from the scope of consolidation -200.0 Other movements, reclassifications 175.2 Currency fluctuations -0.4 Fair value variations 36.4 INVESTMENT PROPERTIES HELD FOR SALE – NET VALUE AS OF 12/31/2017 295.6 During the year 2017, the main assets disposed (€200 million) were: The amount of transfer from or to “Investments properties held for > the Lillestrøm Torv shopping center in Norway; sale” for €175 million mainly concerns two shopping centers in Vitrolles (France) and Madrid (Spain), a building in Köln (Germany) and four > the Emporia offices in Malmö, Sweden; retail units in France. > the Charras shopping center in Courbevoie, France; > 15 other retail units in France. 5.4.4 Investment property portfolio reconciliation The following table reconciles the carrying amount of the investment properties to the valuation of the property portfolio disclosed in the management report: 12/31/2017 Investment properties held by Investment in equity Optimization Total Portfolio (a) In €m fully consolidated companies method companies of tax duties valuation Investment properties at fair value 21,494.2 1,388.6 433.1 23,315.8 Investment properties at cost 123.1 123.1 Investment properties held for sale 295.6 295.6 > Ground leases 27.3 27.3 > Operating lease incentives 8.4 8.4 TOTAL 21,948.5 1,388.6 433.1 23,770.2 (a) Investments in assets consolidated under the equity method are included based on the fair value of the shares and taking into account receivables and facilities granted by the Group. KLÉPIERRE 2017 REGISTRATION DOCUMENT 89

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 5.5 Equity method investments Changes in scope of Capital consolidation 12/31/2016 Share in net Dividends increases and Currency and other 12/31/2017 In €m Group share income 2017 received reductions fluctuations movements Group share Investments in jointly-controlled companies 838.8 84.6 -1.6 -7.6 -13.0 -0.8 900.5 Investments in companies under significant influence 228.7 -10.2 -11.3 -34.0 0.4 173.7 EQUITY METHOD INVESTMENTS 1,067.5 74.4 -12.9 -7.6 -46.9 -0.4 1,074.1 34 companies are consolidated under the equity method as of December 31, 2017, of which 26 are jointly controlled and eight are under significant influence. The main elements of the balance sheet and income statement of joint ventures or jointly-controlled companies(1) are presented below (the values shown below include consolidation restatements): 12/31/2017 12/31/2016 In €m 100% Group share 100% Group share Non-current assets 2,583.5 1,276.9 2,466.4 1,216.2 Current assets 91.7 45.3 83.2 41.3 Cash and cash equivalents 78.5 37.8 114.3 56.2 Non-current external financial liabilities -108.7 -51.8 -138.4 -66.6 Non-current financial liabilities Group and partners -557.2 -278.6 -616.2 -308.2 Non-current liabilities -235.1 -120.5 -165.7 -86.1 Current external financial liabilities -12.9 -6.3 -12.3 -6.1 Current liabilities -4.2 -2.3 -13.5 -7.7 NET ASSETS 1,835.8 900.5 1,717.8 838.8 12/31/2017 12/31/2016 In €m 100% Group share 100% Group share Revenues from ordinary activities 143.0 70.9 158.2 78.2 Operating expenses -26.4 -13.2 -32.9 -16.3 Change in value of investment properties 127.7 65.9 75.8 37.4 Financial income -22.5 -11.2 -23.5 -11.7 Profit before tax 221.8 112.4 177.6 87.6 Tax -55.6 -27.8 -48.2 -24.1 NET INCOME 166.2 84.6 129.4 63.5 Klépierre’s share in the external net debt (current and non-current external financial liabilities adjusted by cash and cash equivalent) of its jointly-controlled companies amounts to €20.3 million as of December 31, 2017, compared to €16.5 million as of December 31, 2016. The main elements of the balance sheet and income statement of companies under significant influence(2) are presented below (the values shown below include consolidation restatements): 12/31/2017 12/31/2016 In €m 100% Group share 100% Group share Non-current assets 394.1 174.4 487.3 225.6 Current assets 2.2 0.9 7.0 3.1 Cash and cash equivalents 7.4 3.3 7.8 3.6 Non-current external financial liabilities -0.8 -0.3 -4.1 -1.9 Non-current financial liabilities Group and partners -0.5 -0.1 -0.7 -0.3 Non-current liabilities -1.8 -0.7 -1.5 -0.6 Current external financial liabilities -0.1 -0.0 Current liabilities -8.2 -3.8 -1.5 -0.7 NET ASSETS 392.3 173.7 494.2 228.7 (1) Cécobil SCS, Du Bassin Nord SCI, Le Havre Vauban SNC, Le Havre Lafayette SNC, Girardin SCI, Société Immobilière de la Pommeraie SC, Parc de Coquelles SNC, Kleprim’s SCI, Celsius Le Murier SNC, Celsius Haven SNC, Clivia S.p.A, Galleria Commerciale Il Destriero S.p.A, CCDF S.p.A, Galleria Commerciale Porta di Roma S.p.A, Galleria Commerciale 9 S.r.l, Italian Shopping Centre Investment S.r.l, Holding Klege S.r.l, Nordbyen Senter 2 AS, Metro Senter ANS, Økern Sentrum Ans, Økern Eiendom ANS, Metro Shopping AS, Nordbyen Senter DA, Økern Sentrum AS, Nordal ANS, Klege Portugal SA. (2) La Rocade SCI, La Rocade Ouest SCI, Du Plateau SCI, Achères 2000 SCI, Le Champs de Mais SC, Société du bois des fenêtres SARL, Akmerkez Gayrimenkul Yatirim Ortakligi AS, Step In SAS. 90 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 12/31/2017 12/31/2016 In €m 100% Group share 100% Group share Revenues from ordinary activities 27.1 11.9 40.1 17.9 Operating expenses -9.2 -4.1 -14.3 -6.5 Change in value of investment properties -40.0 -18.4 30.1 14.2 Financial income 1.0 0.5 0.9 0.4 Profit before tax -21.0 -10.2 56.8 26.0 Tax – – NET INCOME -21.0 -10.2 56.8 26.0 5.6 Other non-current assets Accounting policies Financial assets Financial assets include long-term financial investments, current assets representing accounts receivable, debt securities, investment securities (including derivatives) and cash. IAS 39 “Financial instruments: recognition and measurement” describes how financial assets and liabilities must be measured and recognized. Measurement and recognition of financial assets Loans and receivables These include receivables from investments, other loans and receivables. All are recognized at amortized cost, which is calculated using the effective interest rate method. The effective interest rate is the rate that precisely discounts estimated future cash flows to the net carrying amount of the financial instrument. Available-for-sale financial assets Available-for-sale financial assets include equity interests held in non-consolidated companies. Investments in equity instruments not listed in an active market and whose fair value cannot be reliably measured must be measured at cost. Cash and cash equivalents Cash and cash equivalents include cash held in bank accounts, short-term deposits maturing in less than three months, money market funds and other marketable securities. Change In €m 12/31/2016 in scope Increases Reductions Other 12/31/2017 Other long-term investments 0.1 -0.3 0.4 0.1 Loans and advances to non-consolidated companies and companies consolidated using the equity method 335.3 24.8 -57.0 -0.8 302.3 Loans 0.2 1.8 -1.9 0.1 Deposits 14.0 2.3 2.3 -2.8 -0.0 15.7 Other long-term financial investments 1.3 -0.1 -0.1 1.1 TOTAL 350.8 2.3 28.9 -62.1 -0.5 319.3 KLÉPIERRE 2017 REGISTRATION DOCUMENT 91

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 5.7 Trade accounts and notes receivable Accounting policies Trade and other receivable Trade receivables are recognized and measured at invoice face value minus accruals for non-recoverable amounts. Trade accounts include the effect of spreading lease incentives (stepped rents and rent-free periods) granted to tenants. All receivables have a maturity of less than one year, except stepped rents and rent-free periods which are spread over the fixed term of the lease. In €m 12/31/2017 12/31/2016 Trade receivables 182.3 200.3 Stepped rents and rent-free periods of leases 31.9 24.3 Gross value 214.1 224.6 Provisions on bad debts -69.6 -72.1 NET VALUE 144.5 152.6 5.8 Other receivables 12/31/2017 12/31/2016 In €m Total Less than one year More than one year Total Tax receivables 137.5 137.5 180.4 Corporate income tax 54.9 54.9 76.0 VAT 63.4 63.4 95.5 Other tax receivable 19.1 19.1 8.9 Other receivables 209.1 168.6 40.5 220.7 Service charges due 11.1 11.1 1.6 Down payments to suppliers 57.4 57.1 0.2 57.8 Prepaid expenses 39.6 12.3 27.3 49.1 Funds from principals 83.3 83.3 85.2 Other 17.8 4.8 13.0 27.0 TOTAL 346.6 306.1 40.5 401.1 The VAT item includes outstanding refunds from local tax authorities Funds managed by Klépierre Management on behalf of its principals in respect of recent acquisitions or construction projects in progress. stand at €83.3 million as of December 31, 2017 compared to Upfront payments on building leases or emphyteutic rights are €85.2 million as of December 31, 2016. The management accounts of amortized over the lifetime of the lease and recognized under prepaid the principals are recognized under “Other liabilities” (see note 5.14) expenses, totaling €27.3 million. for the same amount. 5.9 Cash and cash equivalents In €m 12/31/2017 12/31/2016 Cash equivalents 3.9 7.1 Treasury and certificates of deposit 0.1 1.0 Money market investments 3.8 6.1 Cash 560.6 571.7 Gross cash and cash equivalents 564.5 578.8 Bank overdrafts -130.0 -110.9 NET CASH AND CASH EQUIVALENTS 434.5 467.9 Cash equivalents are composed of French UCITS-type monetary funds for €3.8 million and Italian treasury bills for €0.1 million. 92 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 5.10 Shareholders’ equity 5.10.1 Share Capital and additional paid-in capital At December 31, 2017, the capital is composed of 314,356,063 shares each of €1.40 par value. The capital is fully paid up. Shares are either registered or bearer. Number Merger In € of shares Capital Issue premiums premiums Other premiums As of January 1, 2017 314,356,063 440,098,488 4,906,584,902 310,095,156 601,384,000 Issuing of new shares over the 2017 year AS OF DECEMBER 31, 2017 314,356,063 440,098,488 4,906,584,902 310,095,156 601,384,000 5.10.2 Treasury shares Accounting policies Treasury shares All treasury shares held by the Group are recognized at their acquisition cost and deducted from equity. Any gain arising on the disposal of treasury shares is recognized immediately as equity, such that disposal gains or losses do not impact the net income for the fiscal year. 12/31/2017 12/31/2016 Share repurchase Stock Free External program Stock Free External options shares Liquidity growth March 2017 options shares Liquidity growth Number of shares 506,631 872,091 231,347 885,195 9,761,424 634,801 852,625 155,831 885,195 > of which allocated 324,401 872,091 426,498 852,625 Acquisition value (in €m) 14.3 28.6 7.9 18.3 350.0 17.9 25.4 5.4 18.3 Income from sale (in €m) 1.9 -5.0 -1.7 On March 13, 2017, Klépierre announced a share buyback program of 5.10.4 Non-controlling interests up to €500 million. As of December 31, 2017, the Group repurchased 9,761,424 shares for an aggregated amount of €350.0 million. Non-controlling interests increased by €134.1 million during the fiscal year 2017. This change reflects the net income of the period of non- 5.10.3 Other consolidated reserves controlling interests (€269.2 million) and the payment of dividends (-€47.6 million). The increase of other consolidated reserves is mainly due to the allocation of the profits of fiscal year 2016 for €1,191.3 million (before distribution) and the deduction of the dividend distribution related to 2016 for €562 million. KLÉPIERRE 2017 REGISTRATION DOCUMENT 93

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 5.11 Current and non-current financial liabilities 5.11.1 Change in indebtedness Accounting policies Financial liabilities Financial liabilities include borrowings, other forms of financing, bank overdrafts, derivatives and accounts payable. IAS 39 “Financial instruments: recognition and measurement” describes how financial assets and liabilities must be measured and recognized. Measurement and recognition of financial liabilities With the exception of derivatives, all loans and other financial liabilities are measured at amortized cost using the effective interest method. Recognition of liabilities at amortized cost In accordance with IFRS, redemption premiums on bonds and debt issuance expenses are deducted from the nominal value of the loans concerned and incorporated into the calculation of the effective interest rate. Application of the amortized cost method to liabilities hedged at fair value Changes in the fair value of (the effective portion of) swaps used as fair value hedges are balanced by remeasurement of the hedged risk component of the debt. Given that the characteristics of derivatives and items hedged at fair value are similar in most instances, any ineffective component carried to hedging profit or loss will be minimal. If a swap is canceled before the due date of the hedged liability, the amount of the debt adjustment will be amortized over the residual term using the effective interest rate calculated at the date the hedge ended. Measurement and recognition of derivatives As the parent company, Klépierre takes responsibility for almost all Group funding and provides centralized management of interest and exchange rate risks. This financial policy involves Klépierre in implementing the facilities and associated hedging instruments required by the Group. Klépierre hedges its liabilities using derivatives and has consequently adopted hedge accounting in accordance with IAS 39: > hedges to cover balance sheet items whose fair value fluctuates in response to interest rate, credit or exchange rate risks (fair value hedge); > hedges to cover the exposure to future cash flow risk (cash flow hedges), which consists of fixing future cash flows of a variable-rate liability or asset. The Klépierre portfolio meets all IAS 39 hedge definition and effectiveness criteria. The adoption of hedge accounting has the following consequences: > fair value hedges of existing assets and liabilities: the hedged portion of the asset/liability is accounted for at fair value in the balance sheet. The gains or losses resulting from changes in fair value are recognized immediately in profit or loss. At the same time, there is an opposite corresponding adjustment in the fair value of the hedging instrument, in line with its effectiveness; > cash flow hedges: the portion of the gain or loss on the fair value of the hedging instrument that is determined to be an effective hedge is recognized directly in equity and recycled to the income statement when the hedged cash transaction affects profit or loss. The gain or loss from the change in value of the ineffective portion of the hedging instrument is recognized immediately in profit or loss. Recognition date: trade or settlement IFRS aims at reflecting the time value of financial instruments as closely as possible by ensuring that, wherever possible, instruments with a deferred start date are recognized on the trade date, thus allowing calculation of the deferred start date. However, this principle cannot be applied to all financial instruments in the same way. For example, commercial paper is often renewed a few days before its due date. If these instruments were recognized at their trade date, this would artificially inflate the amount concerned between the renewal trade date of a paper and its effective start date. 94 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Klépierre applies the following rules: > derivatives are recognized at their trade date, since their measurement effectively takes account of any deferred start dates; > other financial instruments (especially liabilities) are recognized on the basis of their settlement date. Method used to calculate fair value of financial instruments Financial assets and liabilities recognized at fair value are measured either on the basis of market price or by applying measurement models that apply the market parameters that existed on the balance sheet date. The term “model” refers to mathematical methods based on generally-accepted financial theories. The realizable value of these instruments may differ from the fair value adopted when preparing the financial statements. For any given instrument, an active, and therefore liquid, market is any market in which transactions take place regularly on the basis of reliable levels of supply and demand, or in which transactions involve instruments that are very similar to the instrument being measured. Where prices quoted on an active market are available on the closing date, they are used to determine fair value. Listed securities and derivatives traded on organized markets such as futures or option markets are therefore measured in this way. Most OTC (Over The Counter) derivatives, swaps, futures, caps, floors and simple options are traded on active markets. They are measured using generally-accepted models (discounted cash flow, Black and Scholes, interpolation techniques, etc.) based on the market prices of such instruments or similar underlying values. Tax treatment of changes in fair value of financial instruments In Klépierre’s case: > the non-SIIC part of the deferred tax on financial instruments recognized at fair value is calculated pro rata of net financial income; > the financial instruments of foreign subsidiaries recognized at fair value generate a deferred tax calculation on the basis of the rates applying in the country concerned. Current and non-current financial liabilities amount to €9,586 million as > total investments amounted to €582 million including €296 million of December 31, 2017. of development expenses and capex mainly on Hoog Catharijne, Net indebtedness totaled €8,978 million, compared to €8,613 million Val d’Europe and Marseille Prado and other acquisitions made at December 31, 2016. Net indebtedness is the difference between during the year for an amount of €286 million. In the meantime, financial liabilities (excluding both fair value hedge and market value Klépierre received €263 million related to asset disposals in France, adjustment of Corio’s debts recorded at the acquisition date) plus Scandinavia and Spain; bank overdrafts minus available cash and marketable securities. > the free cash flow, minority contribution, and early close out costs The €365 million increase is mainly explained by: on debt and financial instruments represent the remainder and helped to reduce net debt by €802 million; > the 2016 dividend payment in April 2017, for €562 million and the > the appreciation of the euro against the Scandinavian currencies purchase of 9,761,424 of own shares for an aggregate amount of generated €64 million of negative foreign-exchange impact on €350 million; debt. KLÉPIERRE 2017 REGISTRATION DOCUMENT 95

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 In €m 12/31/2017 12/31/2016 Non-current Bonds net costs/premiums 5,952.3 5,196.6 > of which revaluation due to fair value hedge 28.8 41.9 Loans and borrowings from credit institutions – more than one year 1,240.2 1,289.2 (a) 60.4 94.7 Fair value adjustment of debt Other loans and borrowings 115.4 165.1 > Advance payments to the Group and associates 107.9 106.9 > Leasehold (finance lease) 58.2 > Other Loan 7.5 TOTAL NON-CURRENT FINANCIAL LIABILITIES 7,368.2 6,745.6 Current Bonds net costs/premiums 331.9 894.7 > of which revaluation due to fair value hedge 4.9 Loans and borrowings from credit institutions – less than one year 76.9 130.6 Accrued interest 95.1 108.3 > on bonds 87.2 100.7 > on loans from credit institutions 6.1 5.5 > on advance payments to the Group and associates 1.8 2.1 Commercial paper 1,711.6 1,420.5 Other loans and borrowings 1.6 8.0 > Advance payments to the Group and associates 1.6 8.0 TOTAL CURRENT FINANCIAL LIABILITIES 2,217.2 2,562.1 TOTAL NON-CURRENT AND CURRENT FINANCIAL LIABILITIES 9,585.4 9,307.7 (a) Corresponds to the remaining amount of the market value adjustment of Corio’s debt recorded at the acquisition date. 5.11.2 Principal sources of financing In December 2017, Klépierre issued €500 million worth of new 15 year notes. The coupon was set at 1.625%. The proceeds of the issuance The Group’s main financial resources are detailed in the table below. covered the refinancing of the bond maturing in January 2018 for During 2017, Klépierre redeemed two bonds at maturity in April and €291 million. June respectively for €615 million and €50 million. These financings Simultaneously, Klépierre repurchased three existing notes which were replaced by a new long-term bond (€600 million). matured respectively in September 2019, February 2021 and March 2021 for a total amount of €97 million. 96 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Group’s financing Amount Issue Reference Maturity Repayment Maximum used as at In €m Borrower currency rate date profile amount 12/31/2017 Bonds 5,024 5,024 Klépierre SA EUR 2.750% 09/17/2019 In fine 275 275 Klépierre SA EUR 4.625% 04/14/2020 In fine 300 300 Klépierre SA EUR 4.750% 03/14/2021 In fine 564 564 Klépierre SA EUR 1.000% 04/17/2023 In fine 750 750 Klépierre SA EUR 1.750% 11/06/2024 In fine 630 630 Klépierre SA EUR 2.125% 10/22/2025 In fine 255 255 Klépierre SA EUR 1.875% 02/19/2026 In fine 500 500 Klépierre SA EUR 1.375% 02/16/2027 In fine 600 600 Klépierre SA EUR 4.230% 05/21/2027 In fine 50 50 Klépierre SA EUR 1.250% 09/29/2031 In fine 600 600 Klépierre SA EUR 1.625% 12/13/2032 In fine 500 500 925 925 Klépierre (ex-Corio) EUR 4.625% 01/22/2018 In fine 291 291 Klépierre (ex-Corio) EUR 5.448% 08/10/2020 In fine 250 250 Klépierre (ex-Corio) EUR 3.250% 02/26/2021 In fine 299 299 Klépierre (ex-Corio) EUR 3.516% 12/13/2022 In fine 85 85 345 345 Steen & Strom NOK NIBOR 02/21/2018 In fine 41 41 Steen & Strom NOK NIBOR 02/21/2019 In fine 30 30 Steen & Strom NOK 2.620% 06/08/2022 In fine 46 46 Steen & Strom NOK NIBOR 09/14/2022 In fine 76 76 Steen & Strom NOK NIBOR 03/23/2023 In fine 51 51 Steen & Strom NOK 2.400% 11/07/2023 In fine 51 51 Steen & Strom SEK 1.093% 12/08/2022 In fine 51 51 Bank loans 3,400 433 Klépierre EUR Euribor 11/17/2019 In fine 125 Klépierre EUR Euribor 06/04/2020 In fine 750 Klépierre EUR Euribor 11/17/2021 In fine 400 Klépierre EUR Euribor 07/07/2022 In fine 850 83 Klépierre EUR Euribor In fine 925 Klépierre Nederland EUR Euribor 01/14/2021 In fine 350 350 Mortgage loans 897 861 K2 EUR E3m 01/15/2023 Amortized 23 23 Massalia Shopping Mall(d) EUR Euribor 06/23/2026 In fine 134 97 (c) Steen & Strom SEK STIBOR 315 315 (c) (b) Steen & Strom DKK CIBOR/Fixed 425 425 Property finance leases 30 30 Short-term lines and bank overdrafts 262 Commercial papers 1,718 1,712 Klépierre EUR - - In fine 1,500 1,493 Steen & Strom NOK In fine 218 218 TOTAL FOR THE GROUP(a) 11,102 9,331 (a) Totals are calculated excluding the backup lines of funding since the maximum amount of the “commercial paper” line includes that of the backup line. (b) Of which fixed rate debt for €91 million. (c) Steen & Strom has several loans in SEK and DKK. (d) Including €3 million of VAT financing credit with a shorter maturity. KLÉPIERRE 2017 REGISTRATION DOCUMENT 97

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 5.11.3 Financial covenants relating to financing and rating The Group’s main credit agreements contain financial covenants, which could lead to a mandatory prepayment of the debt. As of December 31, 2017, the Group’s financing covenants remain in line with the commitments agreed to under its contracts. The financial ratios are disclosed in the management report (see “Financial resources” Note). 5.11.4 Breakdown of borrowings by maturity date Breakdown of current and non-current financial liabilities In €m Total Less than one year One to five years More than five years NON-CURRENT Bonds net costs/premiums 5,952.3 1,965.6 3,986.6 > of which revaluation due to fair value hedge 28.8 28.8 Loans and borrowings from credit institutions – more than one year 1,240.2 602.8 637.5 Fair value adjustment of debt(a) 60.4 60.4 Other loans and borrowings 115.4 107.9 7.5 > Advance payments to the Group and associates 107.9 107.9 > Leasehold > Other loans 7.5 7.5 TOTAL NON-CURRENT FINANCIAL LIABILITIES 7,368.2 2,736.7 4,631.5 CURRENT Bonds net costs/premiums 331.9 331.9 > of which revaluation due to fair value hedge Loans and borrowings from credit institutions – less than one year 76.9 76.9 Accrued interest 95.1 95.1 > on bonds 87.2 87.2 > on loans from credit institutions 6.1 6.1 > on advance payments to the Group and associates 1.8 1.8 Commercial paper 1,711.6 1,711.6 Other loans and borrowings 1.6 1.6 > Advance payments to the Group and associates 1.6 1.6 TOTAL CURRENT FINANCIAL LIABILITIES 2,217.2 2,217.2 TOTAL NON-CURRENT AND CURRENT FINANCIAL LIABILITIES 9,585.4 2,217.2 2,736.7 4,631.5 (a) Corresponds to the remaining amount of the market value adjustment of Corio’s debt recorded at the acquisition date. Maturity schedule of financing including principal and interests (non-discounted) amounts are as follows: Repayment year 2026 In €m 2018 2019 2020 2021 2022 2023 2024 2025 and after Total Principal 2,117 345 590 1,258 395 894 713 293 2,725 9,331 Interest 149 149 131 92 80 67 62 51 158 940 TOTAL FOR THE GROUP (PRINCIPAL + INTERESTS) 2,266 494 722 1,350 475 961 775 344 2,884 10,271 All commercial papers in euros will mature during 2018 (€1,493 million). currencies, 2,150 million Norwegian Kroner of commercial papers Commercial paper is essentially short term resources used on a (€218 million) and several loans or bonds in NOK and SEK (€76 million) rollover basis. They are fully covered by back-up lines. In Scandinavian will mature in 2018. 98 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 At December 31, 2016, the amortization table for these contractual flows was as follows: Repayment year 2025 In €m 2017 2018 2019 2020 2021 2022 2023 2024 and after Total Principal 2,441 431 398 601 1,346 187 901 718 1,907 8,930 Interest 163 142 138 118 75 64 53 48 136 937 TOTAL FOR THE GROUP (PRINCIPAL + INTERESTS) 2,603 572 536 719 1,422 251 954 766 2,043 9,867 5.12 Hedging instruments 5.12.1 Rate hedging portfolio As part of its risk management policy (see note 8), Klépierre has settled interest rate swap or cap agreements allowing to switch from floating rate to fixed rate debt and vice-versa. Thanks to these instruments, the Group’s hedging rate (the proportion of gross financial debt arranged or hedged at fixed rate) was 95% as of December 31, 2017. At December 31, 2017, the breakdown of derivatives by maturity date was as follows: Hedging relationship Derivatives of Klépierre Group In €m Currency 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 Total Cash-flow hedge 943 EUR 350 114 464 NOK 163 51 30 244 SEK 20 61 61 30 173 DKK 63 63 Fair value hedge 344 EUR 250 94 344 NOK SEK DKK Trading 3,099 EUR 700 410 1,450 300 2,860 NOK SEK 51 41 91 DKK 40 107 148 TOTAL FOR THE GROUP 720 573 1,852 908 189 30 114 4,386 The “trading” category includes a portfolio of caps (€1.34 billion of notional), a portfolio of €1.26 billion of payer swaps and one receiver swap maturing in 2020 for €400 million. At December 31, 2017, the corresponding contractual flows (interest) break down as follows (positive flows = payer flows): Hedging In €m relationship 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 Total Swaps Cash-flow hedge 2 1 -0 -0 -0 -0 -1 -1 -1 0 Swaps Fair value hedge -17 -16 -7 -1 -42 Swaps/cap Trading -6 -8 16 -0 2 EUR-denominated derivatives -21 -23 8 -1 -0 -0 -1 -1 -1 -40 NOK-denominated derivatives 2 0 -0 -0 -0 -0 2 SEK-denominated derivatives 5 4 3 1 0 14 DKK-denominated derivatives 2 2 1 1 0 6 TOTAL FOR THE GROUP -12 -17 13 1 -0 -1 -1 -1 -1 -18 KLÉPIERRE 2017 REGISTRATION DOCUMENT 99

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 At December 31, 2016, the breakdown of derivatives by maturity date and the amortization schedule for the corresponding interest flows were as follows: Hedging relationship Derivatives of Klépierre Group In €m Currency 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Total Cash-flow hedge 1,229 EUR 200 350 114 664 NOK 96 176 272 SEK 52 21 63 63 31 230 DKK 63 63 Fair value hedge 935 EUR 585 250 100 935 NOK SEK DKK Trading 2,124 EUR 564 700 260 400 200 2,124 NOK SEK DKK TOTAL FOR THE GROUP 1,298 721 436 913 576 31 200 114 4,288 At December 31, 2016, the corresponding contractual flows (interest) break down as follows (positive flows = payer flows): Hedging In €m relationship 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Total Swaps Cash-flow hedge 10 10 10 3 0 -0 -0 -1 -1 -1 30 Swaps Fair value hedge -17 -12 -12 -5 -1 -47 Swaps/cap Trading -7 -8 -9 22 4 4 3 3 0 11 EUR-denominated derivatives -14 -10 -11 19 4 4 3 2 -1 -1 -5 NOK-denominated derivatives 3 1 0 5 SEK-denominated derivatives 7 5 4 3 1 0 20 DKK-denominated derivatives 1 1 1 1 1 6 TOTAL FOR THE GROUP -2 -2 -5 23 6 4 3 2 -1 -1 26 Fair value of the interest rate hedging portfolio In €m Fair value net of accrued interest as of 12/31/2017 Change in fair value during 2017 Counterparty Cash-flow hedge -21.7 39.1 Shareholders’ equity Fair value hedge 28.8 -18.1 Borrowings Trading 2.3 11.3 Earnings TOTAL 9.5 32.3 100 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 5.12.2 Exchange rate hedging Klépierre manages its exposure to foreign exchange risk linked to some Turkish malls owned with rents denominated in USD, by selling forward USD ($215 million) against euro. These transactions are qualified as Net Investment Hedges. Klépierre also used to hedge commercial paper issuances denominated in USD by entering into EUR/USD Foreign exchange swaps. Fair value of the exchange rate hedging portfolio Fair value net of accrued In €m interest as of 12/31/2017 Change in fair value during 2017 Counterparty Trading (net investment hedge) 1.5 17.4 Shareholders’ equity Trading (FX) -1.6 -3.6 Borrowings/Earnings TOTAL -0.1 13.9 5.13 Non-current provisions Accounting policies Provisions and contingent liabilities In accordance with IAS 37 “Provisions, contingent liabilities and contingent assets”, a provision is recognized where the Group has a liability towards a third party, and it is probable or certain that an outflow of resources will be required to settle this liability without an equivalent or greater amount expected to be received from the third party concerned. IAS 37 requires that non-interest-bearing long-term liabilities are discounted. Non-current provisions amount to €26.9 million as of December 31, 2017 compared to €23.5 million as of December 31, 2016, dedicated mainly to cover risks related to tax and business-related litigations in different countries where Klépierre operates. 5.14 Social and tax liabilities and other liabilities In €m 12/31/2017 12/31/2016 Social and tax liabilities 172.5 189.9 Staff and related accounts 36.6 37.1 Social security and other bodies 14.1 14.9 Tax payables > Corporate income tax 48.1 32.7 > VAT 33.7 65.3 Other taxes and duties 40.1 40.0 Other liabilities 312.4 317.5 Creditor customers 18.4 20.8 Prepaid income 47.3 50.4 Other liabilities 246.7 246.3 The €18.4 million of advance payments received from tenants related to call of charges is recognized in “Creditor customers”. The “Other” item also includes funds representing the management accounts of Klépierre Management’s principals, balanced by an equal amount in “Other receivables” on the asset side of the balance sheet. These funds totaled €83.3 million at December 31, 2017, compared to €85.2 million at December 31, 2016. KLÉPIERRE 2017 REGISTRATION DOCUMENT 101

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 Note 6 Notes to the financial statements: Comprehensive Income Statement 6.1 Gross rental income Accounting policies Leases According to IAS 17, the Group distinguishes two types of leases: > finance lease, which is a lease that transfers substantially all the risks and rewards inherent in the ownership of an asset to the lessee. Title to the asset may or may not eventually be transferred at the end of the lease term; > other leases are classified as operating leases. Recognition of stepped rents and rent-free periods Gross rental income from operating leases is recognized over the full lease term on a straight-line basis. Stepped rents and rent-free periods are recognized as additions to, or deductions from, gross rental income for the fiscal year. The reference period adopted is the first firm lease term. Entry fees Entry fees received by the lessor are recognized as supplementary rent. Entry fees are part of the net amount exchanged between the lessor and the lessee under a lease. For this purpose, the accounting periods during which this net amount is recognized should not be affected by the form of the agreement or the rent payment schedule. Entry fees are spread over the first firm lease term. Early termination indemnities Tenants who terminate their leases prior to the contractual expiration date are liable to pay early termination penalties. Such penalties are allocated to the terminated contract and credited to income for the period in which they are recognized. Gross rental income includes: > rents from investment property and rent-related income, such as car park rentals and early termination indemnities; > other rental income: income from entry fees and other income. Stepped rents, rent-free periods and entry fees are spread over the fixed term of the lease. Charges invoiced to tenants are not included in gross rental income but deducted from rental expenses (with minor exceptions in Scandinavia and Turkey). 6.2 Land expenses (real estate) Accounting policies Building leases: IAS 40 and IAS 17 Land and building leases are classified as operating or finance leases, and are treated in the same way as leases for other types of assets. Klépierre considered for the majority of land and building lease contracts the criterion of operating lease was fulfilled. Initial payments made in this respect therefore constitute pre-lease payments, and are amortized over the term of the lease in accordance with the pattern of benefits provided. Analysis is on a lease-by-lease basis. Land expenses (real estate) correspond to lease payments (or depreciation of initial payments) for properties built on land subject to a building lease or an operating contract (concession). 102 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 6.3 Non-recovered rental expenses 6.7 Change in value of investment properties These expenses are stated net of charges re-invoiced to tenants and In €m 12/31/2017 12/31/2016 mainly comprise expenses on vacant premises. Change in value of investment properties at fair value 836.3 843.8 6.4 Owners’ building expenses Change in value of investment properties at cost -10.4 -15.0 These expenses are composed of owners’ rental expenses, expenses TOTAL 825.9 828.8 related to construction work, legal costs, expenses on bad debts and costs related to real estate management. 6.8 Income from disposals of investment 6.5 Other operating revenue properties and equity investments Income from disposals totaled €6.8 million and mainly resulted from Other operating revenue includes: the disposal of: > building works re-invoiced to tenants; > the shares of the shopping center Lillestrøm Torv in Norway and > other income. the company holding the offices of the Emporia shopping mall in Sweden; 6.6 Depreciation and impairment allowance > the two shopping centers Puerta de Alicante and Augusta in Spain; on tangible and intangible assets > a newly constructed hotel shell located in Utrecht in the Netherlands; As of December 31, 2017, the depreciation and impairment allowance > the shares of company holding a land in Bulgaria; on tangible and intangible assets amounts to €15.2 million, an increase of €0.4 million compared to December 31, 2016. > 16 retail units, a warehouse in Clamart and three shopping centers: Courbevoie Charras, Vigie Strasbourg and Val Saint Clair Herouville in France. Income from disposals also includes transfer costs and related expenses. 6.9 Net cost of debt The net cost of debt amounts to €169.8 million, compared to €197.7 million at December 31, 2016. The decrease in net cost of debt comes from debt restructuring (new bonds refinancing, swaps unwinding and repayment that was implemented in 2017). In €m 12/31/2017 12/31/2016 Financial income 80.8 109.0 Income from sale of securities -0.0 0.1 Interest income on swaps 41.2 57.9 Deferral of payments on swaps 0.8 0.3 Capitalized interest 9.2 9.2 Interest on associates’ advances 11.1 12.2 Sundry interest received 5.6 3.0 Other revenue and financial income 6.6 8.6 Currency translation gains 6.3 17.7 Financial expenses -250.6 -306.7 Expenses from sale of securities Interest on bonds -159.8 -179.4 Interest on loans from credit institutions -16.7 -23.3 Interest expense on swaps -29.1 -45.6 Deferral of payments on swaps -36.7 -29.5 Interest on associates’ advances -3.0 -1.9 Sundry interest paid -2.1 -1.6 (a) -37.7 -69.0 Other financial expenses Currency translation losses -5.1 -15.0 Transfer of financial expenses 5.2 5.1 (b) 34.3 53.6 Amortization of the fair value of debt NET COST OF DEBT -169.8 -197.7 (a) Including all cost related to earlier redemption of bond tendered (€12,6 million). (b) Corresponds to the amortization of the market value adjustment of Corio’s debt at the acquisition date. KLÉPIERRE 2017 REGISTRATION DOCUMENT 103

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 Note 7 Taxes Accounting policies The tax status of Sociétés d’Investissement Immobilier Cotées (SIIC) At the General Meeting of Shareholders held on September 26, 2003, Klépierre was authorized to adopt the SIIC tax status. General features of the SIIC tax status All SIICs are entitled to the corporate tax exemption status provided that their stock is listed on a regulated French market, that they are capitalized at €15 million or more and that their corporate purpose is either the purchase or construction of properties for rent or direct or indirect investment in entities with that corporate purpose. The option to adopt SIIC status is irrevocable. Subsidiaries subject to corporate income tax and owned at least 95% by the Group may also claim SIIC status. In return for tax exemption SIIC have to pay out 95% of rental income and 60% of the capital gains made on property disposals. In addition they must pay out 100% of any dividends received from subsidiaries. The new entities claiming SIIC status are immediately subject to a 19% exit tax on unrealized gains on properties and on shares in partnerships not subject to corporate income tax. The exit tax is payable over a four-year period, commencing at the point when the entity concerned adopts SIIC status. Discounting of exit tax liability The exit tax liability is discounted on the basis of its payment schedule. Following initial recognition in the balance sheet, the liability is discounted and an interest expense is recognized in the income statement on each balance sheet date. In this way, the liability is reduced to its net present value on that date. The discount rate is calculated on the basis of the interest rate curve, taking into account the deferment period and the Klépierre refinancing margin. Corporate income tax on companies not eligible for SIIC status Since adopting SIIC status in 2003, Klépierre SA has made a distinction between SIICs that are exempt from property leasing and capital gains taxes, and other companies that are subject to those taxes. Corporate income tax on non-SIIC French entities is calculated in accordance with French common law. Tax regime of Dutch companies (FBI) After various meetings held between Klépierre and the Dutch Ministry of Finance on Klépierre Group’s eligibility to the FBI regime, the latter considered that some activities carried out by the Group were not compliant with the FBI regime (tax regime providing for a CIT exemption applicable to Dutch subsidiaries). Due to business consideration of the activities concerned, Klépierre chose to waive the FBI regime application with retroactive effect from January 1, 2015. Tax regime of Spanish SOCIMI entities SOCIMIs are listed Spanish companies whose principal activity is the acquisition, promotion and rehabilitation of urban real estate assets for their leasing, either directly or through equity investments in other REITs (Real Estate Investments Trusts). Real estate income for SOCIMIs is taxed at a zero corporation tax (CIT) rate (instead of the general rate of 25 per cent), provided that the requirements of the SOCIMI regime are met. Furthermore, mandatory minimum distributions of profits must be carried out by SOCIMIs in accordance with the following criteria: > 100 per cent of the dividends received from participating entities; > 80 per cent of the profit resulting from leasing of real estate and ancillary activities; > 50 per cent of the profits resulting from the transfer of properties and shares linked to the Company activity provided that the remaining profits are reinvested in other real estate properties or participations within a maximum period of three years from the date of the transfer or, if not, 100 per cent of the profits must be distributed as dividends once such period has elapsed. 104 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Corporate income tax and deferred tax The corporate income tax charge is calculated in accordance with the rules and rates adopted or virtually adopted at the end of the reporting period in each Group operating country for the period to which the profit or loss applies. Both current and future income taxes are offset where such offsetting is legally permissible and where they originate within the same tax consolidation Group and are subject to the same tax authority. Deferred taxes are recognized where there are timing differences between the carrying amounts of balance sheet assets and liabilities and their tax bases, and taxable income is likely in future periods. A deferred tax asset is recognized where tax losses are carried forward on the assumption that the entity concerned is likely to generate future taxable income against which those losses can be offset. Deferred tax assets and liabilities are measured using the liability method and the tax rate expected to apply when the asset is realized or the liability settled on the basis of the tax rates and tax regulations adopted, or to be adopted before the balance sheet date. The measurement of deferred tax assets and liabilities must reflect the tax consequences arising as a result of the way in which the Company expects to recover or settle the carrying amounts of its assets and liabilities at the balance sheet date. All current and deferred tax is recognized as tax income or expense in the income statement, except for deferred tax recognized or settled at the time of acquiring or disposing of a subsidiary or investment and unrealized capital gains and losses on assets held for sale. In these cases, the associated deferred tax is recognized as equity. Deferred tax is calculated at the local rate known at the closing date taking into account the expected recovery date. The rates applied are: France 34.43%, Spain 25%, Italy 27.90%, Belgium 25%, Greece 29%, Portugal 22.5%, Poland 19%, Hungary 9%, Czech Republic 19%, Slovakia 21%, Sweden 22%, Norway 23%, Luxembourg 26.01%, The Netherlands 25%, Denmark 22%, Turkey 22%, Germany 34.03%. In €m 12/31/2017 12/31/2016 Current tax -18.3 -29.0 Deferred tax -201.0 -196.6 TOTAL -219.2 -225.6 The Group’s tax expense that is mainly related to deferred taxes, stands at €219.2 million at December 31, 2017, compared to €225.6 million at December 31, 2016. A breakdown of tax expense between France (SIIC sector and common law) and foreign companies is shown in the reconciliation between theoretical and actual tax expense: France Foreign In €m SIIC sector Common law companies Total Pre-tax earnings and earnings from equity-method companies 557.4 0.5 1,084.8 1,642.7 Theoretical tax expense at 34.43% -191.9 -0.2 -373.5 -565.6 Exonerated earnings of the SIIC and SOCIMI tax regimes 189.5 41.7 231.2 Taxable sectors Impact of permanent time lags -2.6 -0.3 -0.9 -3.8 Untaxed consolidation restatements 3.5 -0.6 25.3 28.2 Impact of non-capitalized losses -0.6 -0.2 -6.7 -7.5 Assignment of non-capitalized losses 0.1 0.1 4.3 4.6 Change of tax regime Discounting of deferred tax following restructuring Discounting of tax rates and other taxes 6.6 1.9 -12.4 -3.9 Rate differences 97.5 97.5 Actual tax expense 4.7 0.7 -224.6 -219.2 KLÉPIERRE 2017 REGISTRATION DOCUMENT 105

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 Deferred taxes are composed of: Cash flow Change Change in hedging Asset, liability Other In €m 12/31/2016 in scope net income reserves reclassifications changes 12/31/2017 Investment properties -1,418.8 2.8 -193.0 0.2 24.1 -1,584.8 Derivatives 7.1 -2.2 -0.2 4.7 Losses carried forward 45.9 -12.5 -0.0 -1.3 32.0 Other items -10.0 -0.0 10.3 0.3 -0.3 0.3 Total for entities in a net liability position -1,375.7 2.8 -195.7 -2.2 -1.9 25.1 -1,547.7 Investment properties 0.9 -1.1 -0.2 1.5 1.2 Derivatives 23.3 -11.8 11.5 Losses carried forward 15.1 -0.5 -0.0 -0.9 13.8 Other items 1.4 -4.2 -0.3 1.1 -2.0 Total for entities in a net asset position 40.7 -5.3 -11.8 1.9 -1.0 24.5 NET POSITIONS -1,334.9 2.8 -201.0 -14.1 24.0 -1,523.2 The deferred tax in the income statement shows a charge of tax loss carried forward capitalized for all entities within the Group is €201.0 million and is mainly comprised of: three to nine years in average. > a €194.1 million expense resulting from the variation of deferred Non-capitalized deferred taxes on tax losses carried forward amount taxes on temporary differences arising from the changes in the fair to €259.6 million at December 31, 2017 compared to €255.1 million at market value and the tax value of investment properties; December 31, 2016. > a €13.0 million expense, resulting from the use of losses carried The “Change in scope” column mainly corresponds to the effect of the forward partially offset by the activation of losses of the period; first consolidation of Nueva Condomina in Spain and the disposals of > a €6.1 million gain related to the variation of other balance sheet the Swedish office building Emporia and of the Norvegian shopping temporary differences (including deferred taxes on translation center Lillestrøm Torv. differences and derivatives). The “Other changes” column, showing a variation of €24.0 million, The ordinary tax losses carried forward are capitalized when their mainly records the effect of currency fluctuations. realization is deemed probable. The expected time scale for recovering 106 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 d d e e dinary dinary err t aliz dinary t t d def ax ax d a ax not d a t 12/31/2016t 12/31/2017 e d table a s d te d te ate ory of ors aory of ors a s in 2017alizt 12/31/2016ealiz e aliz e aliz r ent ent err err err x v sse v sse sse ef ef ef a ax a Country T In lo In lo Change in orloCapittDcapit12/31/2017Change in capitamountDcapit12/31/2017Dcapit12/31/2017Comments Belgium 25.00% -42,878 -44,228 -1,350 5,226 13,083 -5,226 13,083 Unlimited deferral of ordinary losses Denmark 22.00% -18,101 -5,901 12,201 3,982 1,298 -2,684 1,298 Unlimited deferral of ordinary losses Taxable income up to DKK 8,025,000 for 2017 can always be eliminated by tax losses carried forward, whereas taxable income exceeding DKK 8,025,000 can merely be reduced by 60% as a result of tax losses carried forward Spain 25.00% -109,852 -96,853 12,999 20,215 24,213 -12,347 7,868 16,345 Unlimited deferral of ordinary losses. > If net turnover is less than €20 million, tax loss carryforward may be offset up to 70% of the tax base prior to the capitalisation reserve and their offset > If net turnover is at least €20 million but less than €60 million, tax loss carryforward may be offset up to 50% of the tax base prior to the capitalisation reserve and their offset > If net turnover is at least €60 million, tax loss carryforward may be offset up to 25% of the tax base prior to the capitalisation reserve and their offset In any event, tax losses for an amount of up to €1 million may be offset France 34.43% -486,419 -535,930 -49,511 122,658 122,658 Unlimited deferral of ordinary losses 33.00% Use of losses carried forward limited to 50% of taxable income 19.00% (beyond €1 million) Greece 29.00% -7,755 -9,197 -1,442 2,667 2,667 Losses can be deferred for five years Hungary 9.00% -181,847 -180,149 1,699 16,213 16,213 > If the tax loss was generated before the tax year starting in 2014 losses can be offset until the year including December 31, 2025 > If the tax loss was generated during the tax year starting in 2014 losses can be offset until the tax year including December 31, 2025 > If the tax loss was generated after 2014 losses can be offset during the following five tax years Use of losses carried forward limited to 50% of taxable income Italy 24.00% -74,398 -72,386 2,012 9,867 19,683 9,867 9,816 Unlimited deferral of ordinary losses or No limitation for the losses for the first three years 27.90% After three years use of losses carried forward limited to 80% of taxable income Luxembourg 26.01% -91,098 -82,192 8,906 21,378 21,378 Losses generated as of January 1, 2017 will only be able to be carried forward for a maximum period of 17 years. Losses that arose before January 1, 2017 are not affected by this limitation Norway 23.00% -70,555 -86,705 -16,150 9,039 19,942 3,917 12,956 6,986 Unlimited deferral of ordinary losses Netherlands 25.00% -7,502 -22,583 -15,081 5,646 3,892 3,892 1,754 Losses can be deferred for nine years Poland 19.00% -43,264 -34,249 9,015 -4 6,507 4 6,507 Losses can be deferred for five years Maximum 50% of the losses carried forward can be use in a fiscal year Portugal 22.50% -6,764 -5,930 834 1,334 1,334 Tax losses generated in tax years starting on or after January 1, 2017 can be carried forward for five years. Use of losses carried forward limited to 70% of taxable income Czech 19.00% Losses can be deferred for five years Republic Turkey 22.00% -57,321 -51,909 5,411 11,420 11,420 Losses can be deferred for five years Germany 34.03% -25,775 -38,498 -12,723 13,101 13,101 Unlimited deferral of ordinary losses Use of losses carried forward limited to 60% of taxable income (beyond €1 million) Bulgaria 10.00% -674 674 Losses can be deferred for five years Sweden 22.00% -153,435 -119,322 34,113 12,682 26,251 -2,729 9,953 16,298 Unlimited deferral of ordinary losses TOTAL -1,377,638 -1,386,031 -8,393 61,007 305,395 -15,173 45,834 259,560 KLÉPIERRE 2017 REGISTRATION DOCUMENT 107

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 Note 8 Exposure to risk and hedging strategy Klépierre identifies and regularly measures its exposure to the Identified risk various sources of risk (interest rates, liquidity, foreign exchange, An increase in the interest rate against which variable-rate debts are counterparties, equity markets shares, etc.) and sets applicable indexed (Euribor, Nibor, Stibor and Cibor) could result in an increase management policies as required. The Group pays close attention in future interest rate expenses. to manage the inherent financial risks in its business activity and the financial instruments it uses. Measurement of risk exposure 8.1 Interests rate risk The two following tables show the exposure of Klépierre’s income to an interest rate rise, before and after hedging. 8.1.1 Interest rate risk – exposure to variable-rate debt Given that changes in the fair value of “cash flow hedge” swaps are recognized in equity, the following table quantifies the likely impact on Recurrence of variable-rate financing requirement equity of an interest rate rise based on Klépierre’s “cash flow hedge” swaps portfolio at the period end (including forward start swaps). Floating debt represents 34% of the Group’s borrowings at December 31, 2017 (before hedging). It includes: bank loans (secured and unsecured), commercial papers and the use of authorized overdrafts. Interest rate position after hedging Change in financial expenses caused In €m Amount by a 1% increase in interest rates Gross position before hedging (floating rate debt) 3,143.4 31.4 > Net hedge -2,694.3 -15.4 Gross position after hedging 449.1 16.0 > Marketable securities -3.9 -0.0 NET POSITION AFTER HEDGING 445.2 16.0 Fair value of cash-flow hedge Fair value net of Change in shareholders’ equity caused In €m Notional accrued interest by a 1% increase in interest rates Cash-flow hedge swaps at 12/31/2017 > Euro-denominated portfolio 463.5 -0.4 19.5 > Steen & Strøm portfolio 479.2 -21.3 11.0 CASH-FLOW HEDGE SWAPS AT 12/31/2017 942.7 -21.7 30.5 Break down of financial borrowings after interest rate hedging: Fixed-rate borrowings or converted to fixed-rate Variable-rate borrowings Total gross borrowings Average all-in cost Variable of debt at closing In €m Amount Rate Fixed part Amount Rate part Amount Rate date(a) 12/31/2015 6,851 2.43% 77% 1,999 1.15% 23% 8,850 2.14% 2.20% 12/31/2016 7,205 2.15% 81% 1,725 1.12% 19% 8,930 1.96% 2.00% 12/31/2017 8,880 1.68% 95% 450 1.06% 5% 9,331 1.65% 1.69% (a) Including the spreading of issue costs premium. The average all-in cost of debt as calculated December 31, 2017 does Given the nature of its business as a long-term property owner and its not constitute a forecast over the coming period. growth strategy, Klépierre is structurally a borrower. Since the Group is not seeking to reduce the proportion of short-term debt in its total Hedging strategy indebtedness, it is highly likely that its short-term variable-rate loans will be renewed in the medium term. This is the reason why Klépierre’s Klépierre has set a target hedging rate of approximately 70%. This hedging strategy includes both the long-term and short-term aspects rate is defined as the proportion of fixed-rate debt (after hedging) to of its borrowings. gross borrowings. On December 31, 2017 the hedging rate is above the objective and reached 95%. Generally, hedge terms may exceed those of the debts hedged, on the condition that Klépierre’s financing plan emphasizes the high In order to achieve its target rate, Klépierre focuses on the use of swap probability of these debts being renewed. agreements, which enable fixed rates to be transformed in variable rates, and vice-versa. Klépierre also hedges its risk from short-term rate increases by buying caps that limit the possible variations compared to a benchmark index. 108 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 8.1.2 Interest rate risk – exposure to fixed-rate debt The duration of fair value hedge instruments is never longer than that of the debt hedged, since Klépierre wishes to obtain a very high level Description of fixed-rate borrowing of effectiveness, as defined by IAS 32/39. The majority of Klépierre’s fixed-rate borrowing currently consists of 8.1.3 Marketable securities bonds (euro, NOK and SEK) and mortgage loans in Denmark. At December 31, 2017, Klépierre held €3.9 million of marketable Identified risk securities. Klépierre’s fixed-rate debt exposes the Group to fluctuations in risk- Cash equivalents refer only to amounts invested in French open- free interest rates, as the fair value of fixed-rate debt increases as ended money market funds (€3.8 million) and Italian treasury bills rates fall, and vice-versa. (€0.1 million). At any given time, Klépierre may also find itself in the position These investments expose Klépierre to a moderate interest rate risk as of needing to increase its future fixed-rate debt (e.g.: for a future a result of their temporary nature (cash investments) and the amounts acquisition). It would then be exposed to the risk of a change in involved. interest rate prior to arrangement of the loan. Klépierre may then consider hedging this risk, which may be treated as a cash flow hedge 8.1.4 Fair value of financial assets and liabilities risk under IFRS. The Group recognizes the borrowings in the balance sheet at Measurement of risk exposure and hedging strategy amortized cost. At December 31, 2017, fixed rate debt totaled €6,187 million before The following table compares the fair values of debts with their hedging. corresponding nominal values. Fair values are established on the basis of these principles: The fair value hedge strategy is calibrated to meet the overall hedging > floating bank debt: the fair value is equal to the nominal value; rate target. It is also based on the use of interest rate swaps allowing fixed-rate payments to be swapped to variable-rate payments. The > fixed-rate bank debt: the fair value is calculated solely on the basis credit margin component is not hedged. of rate fluctuations; > bonds: use of market quotations where these are available. 12/31/2017 12/31/2016 Change in fair value Change in fair value caused by a 1% increase caused by a 1% increase In €m Par value Fair value (a) Par value Fair value (a) in interest rate in interest rate Fixed-rate bonds 6,096.4 6,420.8 -276.7 5,725.8 6,005.1 -281.7 Fixed-rate bank loans 90.8 91.6 -0.7 117.6 118.6 -0.7 Other variable-rate loans 3,143.4 3,143.4 3,086.2 3,086.2 TOTAL 9,330.6 9,655.7 -277.4 8,929.7 9,209.9 -282.4 (a) Change in the fair value of the debt as a result of a parallel shift in the rate curve. Derivatives are recognized in the balance sheet at their fair value. At December 31, 2017, Klépierre has unused credit lines (including At December 31, 2017, a 100 basis point rise in rates would have bank overdrafts) totaling €1,770 million and €434 million available on resulted in a €37.5 million increase of in the value of the Group’s euro- its bank accounts. These resources are sufficient to absorb the main denominated interest rate derivatives. refinancing scheduled for the next two years. Generally speaking, access to finance for real estate companies 8.2 Liquidity risk is facilitated by the security offered to lenders in the form of the companies’ property assets. Klépierre is attentive to the long-term refinancing needs of its Some Klépierre sources of funding (bilateral loans, bonds, etc.) are business and the need to diversify maturity dates and the sources of accompanied by financial covenants which could lead to a mandatory finance in such a way as to facilitate renewals. prepayment of the debt. These covenants are based on the standard The average duration of indebtedness at December 31, 2017 was ratios applying to real estate companies, and the limits imposed 6.3 years, with borrowings spread between different markets (the leave Klépierre with sufficient flexibility. Failure to comply with these bond market and commercial papers represent 86%, with the balance covenants may result in mandatory prepayment. being raised in the banking market). Within the banking market, the Some of Klépierre SA bonds (€5,949 million) include a bearer put Company uses a range of different loans types (syndicated loans, option, providing the possibility of requesting early repayment in the mortgage loans, etc.) and counterparties. event of a change of control generating a change of Klépierre’s rating Outstanding commercial paper, which represents the bulk of short- to “non-investment grade”. Apart from this clause, no other financial term financing, never exceeds the backup lines. This means that the covenant refers to Standard & Poor’s rating for Klépierre. Company can refinance immediately if it has difficulty renewing its The main financial covenants are detailed in the financial report. borrowings on the commercial paper market. KLÉPIERRE 2017 REGISTRATION DOCUMENT 109

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 8.3 Currency risk 8.4 Counterparty risk The bulk of Klépierre’s business was conducted within the Eurozone Counterparty risk is limited by the fact that Klépierre is structurally a with the exception of Norway, Sweden, Denmark, Czech Republic, borrower. This risk is therefore limited essentially to investments made Hungary, Poland and Turkey. by the Group and the Group’s derivative transactions counterparties. Except Scandinavia and Turkey, the currency risk in these countries 8.4.1 Counterparty risk on marketable securities has not been assessed sufficiently high to warrant derivative hedging, since the acquisitions and the acquisition financing were denominated The counterparty risk on investments is limited by the type of in euros. products used: Generally, rents are invoiced to lessees in euros and converted into the > monetary UCITS managed by recognized institutions, and local currency on the billing date. Lessees have the choice of paying therefore carrying a range of signatures; their rents in local currency or in euros. The currency risk on minimum guaranteed rents is therefore limited to any variance between the rent > government debt (loans or borrowings) of countries in which as invoiced and the rent actually collected if the currency should fall Klépierre operates; in value against the euro between the invoice date and the date of > occasionally, deposit certificates issued by leading banks. payment in local currency by the lessee. At the same time, Klépierre ensures that rent payments from tenants 8.4.2 Counterparty risk on hedging instruments do not represent an excessively high proportion of their revenue in order to avoid any worsening of their financial position in the event Klépierre conducts derivative instrument transactions only with of a sharp increase in the value of the euro, which could increase the financial institutions recognized as financially sound. risk of their defaulting on payments due to Klépierre. In Scandinavia though, leases are denominated in local currency. 8.5 Equity risk Funding is therefore also raised in local currency. The principal As of December 31, 2017, Klépierre holds no equities shares quoted on exposure of the Klépierre Group to Scandinavian currency risk is an exchange market other than its own shares (12,256,688 shares at therefore limited essentially to the funds invested in the Company December 31, 2017), which are recognized in equity at their historical (share in equity of Steen & Strøm), which were financed in euros. cost. In Turkey, the leases are denominated either in euros or USD. Turkish investments with USD denominated leases are fully hedged by selling forward contracts in USD against euros. Note 9 Finance and guarantee commitments 9.1 Commitments given In €m 12/31/2017 12/31/2016 Commitments related to the Group’s consolidated scope 3.0 3.0 Purchase commitments 3.0 3.0 Commitments related to Group financing 861.0 1,170.3 Financial guarantees given 861.0 1,170.3 Commitments related to the Group’s operating activities 93.7 97.8 Commitments under conditions precedent 11.9 7.5 Work completion commitments 41.9 59.6 Rental guarantees and deposits 7.7 4.1 Other commitments given 32.3 26.7 TOTAL 957.7 1,271.1 9.1.1 Commitments related to the Group’s 9.1.2 Commitments related to Group financing consolidated scope Financial guarantees given Purchase commitments The Group finances its assets with equity or debt mostly contracted At December 31, 2017, this item includes a possible earn-out payment by Klépierre SA. In some cases, especially in Scandinavian countries, related to the acquisition of a project in France, contractually limited Steen & Strøm mainly relies on local currency mortgages to fund its to €3 million excluding duties. activities. 110 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 The breakdown by country of guaranteed debts, mortgages and pledged rents is shown in the following table: In €m Loan amount as of 12/31/2017 Mortgage and pledges amount as of 12/31/2017 France(a) 97.3 156.1 Italy 23.0 90.0 Norway - 68.1 Sweden 315.3 364.0 Denmark 425.4 533.3 Spain - - TOTAL 861.0 1,211.4 (a) Mortgage related to the credit contract of Massalia Shopping Mall. 9.1.3 Commitments related to the Group’s operating Other commitments given activities Other commitments given mainly include payment guarantees given to Tax Authorities in several countries (€23.0 million). Commitments under conditions precedent The commitments under conditions precedent relate to purchase Other commitments given related to lease contracts promissory agreements on land or assets and earn-out payments The construction of the St.Lazare shopping center has been on acquisitions. Commitments have been given for the acquisition of authorized as part of the Temporary Occupation License of the public building rights in France. estate. This license was concluded in July 2008 between SOAVAL (Klépierre Group) and SNCF (National French Rail Network) over a Work completion commitments 40-year period. The work completion commitments concerned amounts to be paid At predetermined deadlines, SNCF has several opportunities with a on works not yet realized in connection with Klépierre development financial and contractual compensation: first to exercise a call option pipeline. The decrease by €17.7 million compared to 2016 relates to on the SOAVAL shares, and secondly to put an end to the Temporary the Val d’Europe extension completion compensated partially by new Occupation License. commitment given for Gran Reno project. Rental guarantees and deposits 9.2 Mutual commitments The “Rental guarantees and deposits” item is mainly composed of Mutual commitments amount to €153.4 million and are related to deposits for the business premises of the Group’s management financial warranties given to contractors mainly on Hoog Catharijne subsidiaries (Klépierre Management) abroad. in The Netherlands (€145.5 million) and the Prado shopping center (€7.9 million). Reciprocally, Klépierre received financial warranties to complete the works from contractors. 9.3 Commitments received In €m 12/31/2017 12/31/2016 Commitments related to Group financing 1,509.8 1,855.4 Financing agreements obtained and not used 1509.8 1,855.4 Commitments related to the Group’s operating activities 482.4 380.9 Sale commitments 96.8 13.5 Financial warranty received in connection with management activity (Loi Hoguet) 190.0 190.0 Financial warranties received from tenants 195.6 177.4 TOTAL 1,992.2 2,236.3 9.3.1 Commitments related to Group financing Financing agreements obtained and not used An additional amount of €165 million is also available in the form of an At December 31, 2017, Klépierre has €1,510 million of committed and uncommitted overdraft with several banks, as of December 31, 2017. undrawn credit lines on bilateral and syndicated loans. Steen & Strøm has €97 million available credit lines as overdrafts. KLÉPIERRE 2017 REGISTRATION DOCUMENT 111

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 9.3.2 Commitments related to the Group’s operating Financial warranties received from tenants activities As part of its rental business, the Group receives payment guarantees issued by financial institutions guaranteeing the amounts owed by Sale commitments tenants. The sale commitments are related to a building in Köln in Germany, To the best of our knowledge, we have not omitted any significant or four retail units and a land in Cahors, in France. potentially significant off-balance sheet commitment as defined by the applicable accounting standards. Financial warranty received in connection with management activity (Loi Hoguet) As part of its real-estate and property management activities, banking guarantees have been delivered to Klépierre Management for an amount capped at €190 million as of December 31, 2017. 9.4 Shareholders’ agreements Date of the agreement Companies or last % of group Type of (countries) Partners amendment control control Comments Bègles Arcins SCS Assurécureuil Pierre 09/02/2003 52.00% Exclusive The agreement contains provisions relating to the governance (France) 3 SC Control of the Company, and contains the usual protections found in proposed share sales, as well as a dispute resolution clause. Secovalde SCI, Vendôme 11/23/2010 55.00% Exclusive The agreement provides the usual protections in the event of Valdebac SCI Commerces SCI Control a proposed sale of equity shares to a third party (first refusal and (France) total joint exit rights) and change of control of a partner. Portes de Claye SCI Cardif Assurances vie 04/16/2012 55.00% Exclusive The agreement contains provisions governing relations between (France) Control Company partners. It provides the usual protections in the event of proposed sale of equity shares to third parties: reciprocal pre-emption right, reciprocal total joint exit right, total joint exit obligation by non-controlling partner in the event the majority partner plans to sell its full equity stake. It also gives minority partner a right of first offer in the event of a sale of assets by the Company. Massalia Invest SCI, Lacydon SA 09/27/2017 60.00% Exclusive The agreement contains provisions governing relationships Massalia Shopping Control between partners of the above companies, particularly the Mall SCI (France) corporate governance apparatus of Massalia Invest and Massalia Shopping Mall SCI, the terms of assignment and liquidity of investment of partners in Massalia Invest (right of first refusal, tag-along right, a change of control clause, option to purchase) and the terms and main methods of funding of Massalia Invest and Massalia Shopping Mall SCI. The last amendement is modifing the functionning rules (voting rules) of the executive committee when it comes to decisions related to the «grande surface alimentaire» of the shopping center. Nordica Holdco Stichting 10/07/2008 56.10% Exclusive The agreement includes the usual provisions to protect AB, Storm Holding Pensioenfonds ABP, Control non-controlling interests: qualified majority voting for certain Norway AS et Steen Storm ABP Holding decisions, purchase option in the event of deadlock and joint exit & Strøm AS (Sweden B.V. et PG Strategic rights, as well as the following provisions: & Norway) Real Estate Pool N.V., > a one-year inalienability period applied to Steen & Strøm Stichting Depositary shares from the date of acquisition; APG Real Estate > each party has a right of first offer on any shares which the Pool other party wishes to transfer to a third party, subject to the provision that if shares are transferred by one party (other than Klépierre or one of its affiliates) to a Klépierre competitor (as defined in the agreement), the shares concerned will be subject to a right of first refusal and not a right of first offer; > from the sixth year following acquisition, either party may request a meeting of shareholders to approve, subject to a two-thirds majority, the disposal of all the shares or assets of Steen & Strøm, or a market flotation of the Company. The Group has the right to appoint three members to the Board of Directors including the Chairman, whereas the partner can appoint two members. This latter has protective rights pursuant to the shareholders’ agreement and following the analysis of the decisions reserved for the partner. Kleprim’s SC (France) Holdprim’s SAS 11/30/2016 50.00% Joint The agreement gives Kléprojet 1 exit rights if the conditions Control precedent are unmet as well as the usual protections in the event of a proposed sale of equity shares to a third party (first refusal and total joint exit rights), change of control of a partner and other circumstances affecting the relationship between partners. Cecobil SCS (France) Vendôme 10/25/2007 50.00% Joint The agreement provides the usual protections in the event of Commerces SCI Control a proposed sale of equity shares to a third party (first refusal and total joint exit rights) and change of control of a partner. 112 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Date of the agreement Companies or last % of group Type of (countries) Partners amendment control control Comments Du Bassin Nord SCI Icade SA NA 50.00% Joint The company Bassin Nord is jointly held by Klépierre SA and (France) Control its partner Icade SA and is jointly managed. The co-managing directors compensation is approved by collective decision of the shareholders, and these latter can only withdraw themselves totally or partially when unanimously authorized by the other associates. Holding Klege Sarl Torelli SARL 11/24/2008 50.00% Joint The agreement includes the usual provisions governing share (Luxembourg Control capital transactions, decision-making and the right to information. – Portugal) Both parties enjoy preemption rights in the event of planned disposals of shares in the Company to a third party. Each partner has the right to appoint the same number of members to the Board of Directors. The Chairman is appointed for a period of twelve continuous months on an alternating basis with the partner. All decisions are adopted on simple majority. Italian Shopping Allianz 08/05/2016 50.00% Joint The agreement contains provisions governing the relationship Centre Investment Lebenversicherungs- Control between partners, including decisions for which approval must SRL (Italie) Aktiengesellschaft be compulsorily submitted to the partners’ agreement. It includes a right of first offer and a clause of dispute resolution process (“deadlock”). Clivia SpA, Il Destriero Finiper, Finiper Real 12/14/2007 50.00% Joint The agreement contains provisions governing the relationship SpA (Italy) Estate & Investment, Tacitly Control between partners, including a pre-emptive right in the event Ipermontebello, renewed on of the sale of shares to third parties, as well as a tag-along right. Immobiliare Finiper 12/14/2017 The agreement also contains provisions relating to the et Cedro 99 for a new governance of the Company, and to the required majority 10-years regarding the approval of certain decisions. period Akmerkez Several persons 2005 46.92% Significant The agreement includes circumstances affecting the relationship Gayrimenkul Yatirim Influence between partners including the composition of the Board of Ortakligi AS (Turkey) Directors, including the number of representatives of each shareholder in this Board. It includes circumstances related to the majority requirements for the adoption of decisions which must be compulsorily submitted to the Board of Directors approval. 9.5 Commitments under operating leases – more complex in its implementation. Depending on the lease, either Lessors the ISTAT is applied at 75% (“locazione” regulated leases) or the full reference segment index is applied. The main clauses contained in the lessor’s lease agreement are In Portugal, the index used is the consumer price index (CPI), described below. excluding properties. Rental periods vary in different countries. The terms governing the In Greece, the consumer price index (CPI) is applied. fixing and indexing of rents are set out in the agreement. Indexation enables the review of the Minimum Guaranteed Rent. The The Eurostat IPCH Eurozone index used in Central Europe is based indices used vary from country to country. on consumer prices in the EMU countries. In Norway, leases are usually written for periods of five or ten years. Indexation specific to each country Unless agreed otherwise, either party may request an annual rent review based on the trend in the Norwegian consumer price index. France indexes its leases to the French commercial rents index (ILC) In Sweden, if a lease is signed for a period of more than three years, or cost of construction index (ICC). The ILC is a compound index an annual indexation based on the Swedish consumer price index is derived from the French consumer price index (IPC), retail trade sales usually included in the lease contract. value index (ICAV) and cost of construction index (ICC). Leases are modified in line with the index on January 1, each year. Most leases In Denmark, in most cases the rent is reviewed annually on the basis are indexed to the ILC for the second quarter, which is published in of the trend in the Danish consumer price index. Under the terms of October and applicable from 1st of January of the following year. commercial lease legislation, either party may request that the rent In Belgium, the index used is the Health index (the value of this index is adjusted to reflect the market rate every four years. This provision is determined by removing a number of products from the consumer applies unless the parties agree otherwise. price index product basket, in particular alcoholic beverages, tobacco In the Netherlands, in most cases the rent is reviewed annually on the products and motor fuels except for LPG). Leases are indexed every basis of the change in the monthly Dutch consumer price index (CPI). year on the effective date of the lease. Furthermore under the terms of Dutch lease legislation for commercial In Spain, the consumer price index (CPI) is recorded annually every spaces, either party may request the rent to be adjusted to reflect the January 1. market rate after the end of the first lease period, or in all other cases, every five years after a new rent has been determined by the parties. In Italy, the system is based on the consumer price indices (excluding tobacco) for working class and junior management (ISTAT), but is KLÉPIERRE 2017 REGISTRATION DOCUMENT 113

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 In Germany in most cases the index used is the consumer price index the rent is usually reduced to zero at the end of the lease. Every year, (CPI), however some tenants might contractually have an agreed it is mechanically deducted from the indexation rise in MGR. minimum rate of indexation, different from the CPI. In Turkey, rents are determined in advance for each year, with a large The total amount of conditional rents recognized in income majority of tenants indexed by +3% per year. Leases are generally The conditional rent is that portion of the total rent which is not a concluded for a five-year period with a right to the lessee to renew the fixed amount, but is a variable amount based on a factor other than contract duration every year, for maximum period of 10 years. In case time (e.g. percentage of revenues, degree of use, price indices, market that the lessee uses option in relation to renew the leasing period, interest rates, etc.). at the first renewal year 5% rental price increase and other years 3% rental increase shall be made. Minimum payments made under the lease are those payments which the lessee is, or may be, required to make during the term of the lease, Minimum guaranteed rent and variable rent excluding the conditional rent, the cost of services and taxes to be paid or refunded to the lessor. Appraised on a year-by-year basis, the rent payable is equivalent to a percentage of the revenues generated by the lessee during the Future minimum rents receivable calendar year concerned. The rate applied differs depending on business type. The total amount of this two-part rent (a fixed part At December 31, 2017, the total future minimum rents receivable under + a variable part) can never be less than the Minimum Guaranteed non-cancelable operating leases were as follows: Rent (MGR). In €m 12/31/2017 The MGR is reviewed annually by application of the index according to the terms specified above. The variable part of the rent is equivalent Less than one year 958.3 to the difference between the revenue percentage contained in the Between one and five years 1,759.1 lease and the minimum guaranteed rent after indexation. More than five years 627.0 Wherever possible, all or part of the variable rent is consolidated into TOTAL 3,344.4 the MGR at the point of lease renewal. In this way, the variable part of Note 10 Employee compensation and benefits 10.1 Payroll expenses 10.2 Employees At December 31, 2017 total payroll expenses amounted to €124.7 million. At December 31, 2017 the Group had in average 1,200 employees: Fixed and variable salaries and wages plus incentives and profit 730 work outside France, including 147 in the Scandinavian real estate sharing totaled €91.4 million, pension-related expenses, retirement company Steen & Strøm. The average headcount of the Klépierre expenses and other staff benefits were €30.4 million, taxes and similar Group at December 31, 2017 breaks down as follows: compensation-related payments were €3.0 million. 12/31/2017 12/31/2016 France-Belgium 470 476 Scandinavia 147 165 Italy 176 173 Iberia 116 122 The Netherlands 65 64 Germany 57 60 CEE & Turkey 169 173 TOTAL 1,200 1,234 114 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 10.3 Employee benefits Accounting policies Employee benefits Employee benefits are recognized as required by IAS 19, which applies to all payments made for services rendered, except for share-based payment, which is covered by IFRS 2. All employee benefits, whether paid in cash or in kind, short term or long term, must be classified into one of the following four main categories: > short-term benefits, such as salaries and wages, annual vacation, mandatory and discretionary profit-sharing schemes and Company contributions; > post-employment benefits: these relate primarily to supplementary pension payments in France, and private pension schemes elsewhere; > other long-term benefits, which include paid vacation, long-service payments, and some deferred payment schemes paid in monetary units; > severance pay. Measurement and recognition methods vary depending on the category of benefit. Short-term benefits The Company recognizes an expense when it uses services provided by its employees and pays agreed benefits in return. Post-employment benefits In accordance with generally-accepted principles, the Group makes a distinction between defined contribution plans and defined benefit plans. “Defined contribution plans” do not generate a liability for the Company, and therefore are not provisioned. Contributions paid during the period are recognized as an expense. Only “Defined benefit plans” generate a liability for the Company, and are therefore measured and provisioned. The classification of a benefit into one or other of these categories relies on the economic substance of the benefit, which is used to determine whether the Group is required to provide the promised benefit to the employee under the terms of an agreement or an implicit obligation. Post-employment benefits classified as “Defined benefit plans” are quantified actuarially to reflect demographic and financial factors. The amount of the commitment to be provisioned is calculated on the basis of the actuarial assumptions adopted by the Company and by applying the projected unit credit method. The value of any hedging assets (plan assets and redemption rights) is deducted from the resulting figure. According to IAS19R, the actuarial gain or loss is recognized in Equity. Long-term benefits These are benefits other than post-employment benefits and severance pay, which are not payable in full within twelve months of the end of the financial year in which the employees concerned provided the services in question. The actuarial measurement method applied is similar to that used for post-employment defined benefit plans, and the actuarial gains or losses are recognized immediately. Furthermore, any gain or loss resulting from changes in the plan, but deemed to apply to past services, is recognized immediately. Severance pay Employees receive severance pay if their employment with the Group is terminated before they reach the statutory retirement age or if they accept voluntary redundancy. Severance pay falling due more than twelve months after the balance sheet date is discounted. KLÉPIERRE 2017 REGISTRATION DOCUMENT 115

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 Share-based payments According to IFRS 2, all share-based payments must be recognized as expenses when use is made of the goods or services provided in return for these payments. For the Klépierre Group, this standard applies primarily to the purchase of shares to meet the commitments arising from its employee stock option scheme. Stock subscription options granted to employees are measured at their fair value determined on the date of allocation. This fair value is not subsequently remeasured for equity-settled share-based payment transactions, even if the options are never exercised. This value, which is applied to the number of options eventually vested at the end of the vesting period (estimate of the number of options canceled owing to departures from the Company) is booked as an expense, with a corresponding increase in equity which is spread over the vesting period (i.e. the period during which employees must work for the Company before they can exercise the options granted to them). This employee expense reflecting the options granted (corresponding to the fair value of services rendered by employees) is measured by a specialist independent third-party company. The model adopted complies with the basic assumptions of the Black & Scholes model, adapted to the specific characteristics of the options concerned. 10.3.1 Defined contribution pension plans In France, the Klépierre Group contributes to a number of national and inter-profession basic and supplementary pension organizations. 10.3.2 Defined benefit pension plans The provisions recognized for defined benefit pension plans totaled €13.4 million at December 31, 2017. Allowances Write-backs Write-backs Changes in for the (provision (provision Other the scope of In €m 12/31/2016 period used) unused) movements consolidation 12/31/2017 Provisions for employee benefit commitments > Defined benefit schemes 11.1 1.4 -0.7 -1.4 10.4 > Other long term benefits 2.1 0.9 3.0 TOTAL 13.2 2.3 -0.7 -1.4 13.4 The defined benefit plans in place in France are subject to Until December 31, 2014, Scandinavia had both public and independent actuarial appraisal, which uses the projected unit credit supplemental pension plans. Both required annual contributions to method to calculate the expense relating to rights acquired by pension funds. In addition to these plans, Steen & Strøm had put in employees and the outstanding benefits to be paid to pre-retirees place a private plan for some employees in Norway. According to and retirees. The demographic and financial assumptions used when IAS 19R, this system enters the definition a defined benefit pension estimating the discounted value of the plan obligations and financed plan. As of December 31, 2015, the subsidiaries in Norway has schemes’ assets reflect the economic conditions specific to the terminated their defined benefit plan and started with a defined monetary zone concerned. contribution pension plan. Under defined contribution plans the Klépierre has set up supplementary pension plans under a corporate entity’s obligation is now limited to the amount that it agrees to agreement. Under these supplementary plans, employee beneficiaries contribute to the fund who’ll assume the payment of the obligation. will, on retirement, receive additional income over and above their In Spain, a provision for retirement commitments may be recognized national state pensions (where applicable) in accordance with the where specific provision is made in the collective agreement, but this type of plan they are entitled to. does not affect the staff working in the Spanish subsidiaries of the Group employees also benefit from agreed or contractual personal Klépierre Group. The existing commitments for post-employment protection plans in various forms, such as retirement gratuities. medical assistance plans are measured on the basis of assumed rises in medical costs. These assumptions, based on historical observations, In Italy, Klépierre Management Italia operates a “Trattamento di take into account the estimated future changes in the cost of medical Fine Rapporto” (TFR) plan. The amount payable by the employer on services resulting both from the cost of medical benefits and inflation. termination of the employment contract (as a result of resignation, dismissal or retirement) is calculated by applying an annual coefficient for each year worked. The final amount is capped. Since the liability is known, it can be recognized under other liabilities and not as a provision for contingencies. 116 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Components of net obligation (five-year comparison of actuarial liabilities) In €m 2017 2016 2015 2014 2013 Surplus of obligations over the assets of financed schemes Gross discounted value of obligations fully or partially financed by assets 11.1 11.3 14.3 19.2 16.6 Fair value of the schemes’ assets -0.2 -0.1 -0.1 -5.8 -5.9 Discounted value of non-financed obligations 11.0 11.2 14.1 13.4 10.7 Costs not yet recognized in accordance with the provisions of IAS 19 Cost of past services 1.2 1.1 1.2 Net actuarial losses or gains -1.4 -0.3 -1.8 Acquisition/Disposal -0.1 -0.6 -2.1 Matured rights -0.2 -0.4 -0.3 0.7 0.7 NET OBLIGATION RECOGNIZED IN THE BALANCE SHEET FOR DEFINED BENEFIT PLANS 10.4 11.1 11.1 14.1 11.5 Change in net obligation In €m 12/31/2017 Net obligation at the beginning of the period 11.0 Retirement expense recognized in income of the period 1.2 Contributions paid by Klépierre recognized in income of the period Acquisition/Disposal -0.1 Benefits paid to recipients of non-financed benefits unfunded -0.2 Actuarial gains or losses, and other rights modifications -1.4 Currency effects NET OBLIGATION AT THE END OF THE PERIOD 10.4 Components of retirement expenses In €m 12/31/2017 Cost of services rendered during the year 1.0 Financial cost 0.1 Forecasted yield of the scheme’s assets Amortization of actuarial gains and losses Amortization of past services Effects of reduction or liquidation of the scheme Currency effect TOTAL RECOGNIZED IN “PAYROLL EXPENSES” 1.2 Main actuarial assumptions used for balance sheet calculations 12/31/2017 12/31/2016 Discount rate 1.45% 1.29% Forecasted yield rate of the scheme’s assets 1.45% 1.29% Forecasted yield rate of redemption rights NA NA FUTURE SALARY INCREASE RATE 0,50%-2,25% 0,50%-2,25% The discount rate for the euro zone is taken from the yield on AA bonds (iBoxx index) with a 10-years maturity. The effect of the actuarial gain or loss variation for -€1.4 million is explained by the change in turnover and the evolution of the discount rate over the period, and is booked in equity. KLÉPIERRE 2017 REGISTRATION DOCUMENT 117

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 10.4 Stock-options To date, five stock option plans have been set up for Group executives and employees. Plan No. 1, plan No. 2 and plan No. 3 expired respectively in 2014, 2015 and during the first half of 2017. 10.4.1 Summary data Plan No. 3 Without performance With performance conditions conditions Date of the General Meeting of Shareholders 04/07/2006 04/07/2006 Date of the Executive Board meeting 04/06/2009 04/06/2009 Start date for exercising options 04/06/2013 04/06/2013 Expiration date 04/05/2017 04/05/2017 Subscription or purchase price 22.60 Between 22.6 and 27.12 Stock purchase options originally granted 377,750 103,250 Stock purchase options originally granted NA NA Stock purchase options canceled or obsolete at December 31, 2017 53,500 10,312 Stock purchase options exercised at December 31, 2017 324,250 92,938 Outstanding stock purchase options at December 31, 2017 0 0 Plan No. 4 Plan No. 5 Without Without performance With performance performance With performance conditions conditions conditions conditions Date of the General Meeting of Shareholders 04/09/2009 04/09/2009 04/09/2009 04/09/2009 Date of the Executive Board meeting 06/21/2010 06/21/2010 05/27/2011 05/27/2011 Start date for exercising options 06/21/2014 06/21/2014 05/27/2015 05/27/2015 Expiration date 06/20/2018 06/20/2018 05/26/2019 05/26/2019 Between 22.31 Between 27.94 Subscription or purchase price 22.31 and 26.77 27.94 and 33.53 Stock purchase options originally granted 403,000 90,000 492,000 114,000 Stock purchase options canceled or obsolete at December 31, 2017 69,000 124,500 6,000 Stock purchase options exercised at December 31, 2017 292,375 58,300 195,924 28,500 Outstanding stock purchase options at December 31, 2017 41,625 31,700 171,576 79,500 Plans 3, 4 and 5 are performance-related for Executive Board members and partly performance-related for the Executive Committee. No expense was recognized for the period. 10.5 Performance shares There are currently five performance share plans in place for Group executives and employees. Plan 1 expired in 2016 and plan 2 has expired as of February 25, 2017. 10.5.1 Summary data Plan No. 2 Plan authorized in 2013 France Foreign countries Date of the General Meeting of Shareholders 04/12/2012 04/12/2012 Date of the Executive Board meeting 02/25/2013 02/25/2013 End of acquisition period 02/25/2016 02/25/2017 End of conservation period 02/25/2018 - Shares originally granted 230,000 25,000 Shares canceled at December 31, 2017 8,000 2,000 Reduction of shares with performance in 2017 123,832 12,834 Shares definitively acquired in 2017 98,168 10,166 Outstanding shares at December 31, 2017 0 0 118 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Plan No. 3 Plan authorized in 2014 France Foreign countries Date of the General Meeting of Shareholders 04/12/2012 04/12/2012 Date of the Executive Board meeting 03/10/2014 03/10/2014 End of acquisition period 03/10/2017 03/10/2018 End of conservation period 03/10/2019 - Shares originally granted 208,000 47,500 Reduction of shares with performance in 2017 196,065 34,268 Shares canceled at December 31, 2017 2,000 11,500 Shares definitively acquired in 2017 9,935 0 Outstanding shares at December 31, 2017 0 1,732 Plan No. 4 Plan authorized in 2015 France Foreign countries Date of the General Meeting of Shareholders 04/14/2015 04/14/2015 Date of the Executive Board meeting 05/04/2015 05/04/2015 End of acquisition period 05/04/2018 05/04/2019 End of conservation period 05/04/2021 - Shares originally granted 235,059 54,900 Additional shares granted 0 0 Shares canceled at December 31, 2017 12,000 11,500 Outstanding shares at December 31, 2017 223,059 43,400 Plan No. 5 Plan authorized in 2016 France Foreign countries Date of the General Meeting of Shareholders 04/19/2016 04/19/2016 Date of the Executive Board meeting 05/02/2016 05/02/2016 End of acquisition period 05/02/2019 05/02/2020 End of conservation period 05/02/2021 - Shares originally granted 240,500 84,000 Additional shares granted 0 0 Shares canceled at December 31, 2017 12,000 9,500 Outstanding shares at December 31, 2017 228,500 74,500 On April 18, 2017, 310,900 shares have been allocated to management and Group employees, as part of a performance share plan authorized by the Executive Board. The allocation is divided into two fractions with the following characteristics: Plan No. 6 Plan authorized in 2017 France Foreign countries Date of the General Meeting of Shareholders 04/18/2017 04/18/2017 Date of the Executive Board meeting 04/18/2017 04/18/2017 End of acquisition period 04/18/2020 04/18/2021 End of conservation period 04/18/2022 - Shares originally granted 216,300 94,600 Additional shares granted 0 0 Shares canceled at December 31, 2017 4,000 6,000 Outstanding shares at December 31, 2017 212,300 88,600 The total expense recognized for the period for all performance share plans amounts to €4.1 million and takes into account an estimate of the population of beneficiary at the end of each vesting period, as a beneficiary may lose his or her entitlements should he or she leave the Klépierre Group during this period. KLÉPIERRE 2017 REGISTRATION DOCUMENT 119

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 10.5.2 Other information The following tables present the assumptions used for valuation of the free share plans and charges booked over the period. Plan No. 2 With performance conditions Plan authorized in 2013 France Foreign countries Share price on the date of allocation Average of the 20 opening quotations preceeding February 25, 2013 €29.54 €29.54 Volatility for Klépierre share quotes: Historical volatility over eight years, as calculated as of February 25, 2013 34,9% Klépierre share; 23,2% FTSE based on daily variation EPRA Eurozone; correlation: 0,82 Dividend per share €1.50 €1.50 Share value €14.19 €13.65 Expense for the period - €0.0 million Plan No. 3 With performance conditions Plan authorized in 2014 France Foreign countries Share price on the date of allocation Average of the 20 opening quotations preceeding March 10, 2014 €33.19 €33.19 Volatility for Klépierre share quotes: Historical volatility over eight years, as calculated as of March 10, 2014 23,68% Klépierre share and FTSE based on daily variation EPRA Eurozone; correlation: 0,66 Dividend per share €1.55 €1.55 Share value €15.67 €15.06 Expense for the period €0.2 million €0.2 million Plan No. 4 With performance conditions Plan authorized in 2015 France Foreign countries Share price on the date of allocation Average of the 40 opening quotations preceeding May 4, 2015 €45.12 €45.12 Volatility for Klépierre share quotes: Historical volatility over three years, as calculated as of May 4, 2015 20% Klépierre share and 13,50% FTSE based on daily variation EPRA Eurozone; correlation: 0,82 Dividend per share €1.60 €1.60 Share value €17.00 €16.20 Expense for the period €1 million €0.2 million Plan No. 5 With performance conditions Plan authorized in 2016 France Foreign countries Share price on the date of allocation Average of the 40 opening quotations preceeding May 2, 2016 €41.19 €41.19 Volatility for Klépierre share quotes: Historical volatility over three years, as calculated as of May 2, 2016 22% Klépierre share and 18% FTSE based on daily variation EPRA Eurozone; correlation: 0,8 Dividend per share €1.70 €1.70 Share value €17.52 €16.81 Expense for the period €1.3 million €0.3 million Plan No. 6 With performance conditions Plan authorized in 2017 France Foreign countries Share price on the date of allocation Average of the 40 opening quotations preceeding April 18, 2016 €36.02 €36.02 Volatility for Klépierre share quotes: Historical volatility over three years, as calculated as of May 2, 2016 21.5% Klépierre share and 15% FTSE based on daily variation EPRA Eurozone; correlation: 0,88 Dividend per share €1.82 €1.82 Share value €18.39 €17.64 Expense for the period €0.8 million €0.1 million 120 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 Note 11 Additional Information 11.1 Transactions with related parties 11.1.3 Relationships between Klépierre Group consolidated companies 11.1.1 Transactions with the Simon Property Group Transactions between related parties were governed by the same At Company’s knowledge and including treasury shares, the Simon terms as those applying to transactions subject to normal conditions Property Group holds a 20.33% equity stake in Klépierre SA as of of competition. The end-of-period balance sheet positions and December 31, 2017. transactions conducted during the period between fully consolidated companies are completely eliminated. At this date, there are no transactions between the two companies. The following tables show the positions and transactions of companies 11.1.2 Transactions with the APG Group consolidated under equity method (over which the Group has significant influence or a joint control) that have not been eliminated At Company’s knowledge and including treasury shares, the APG Group in consolidation. A full list of Klépierre Group companies consolidated holds a 13.49% equity stake in Klépierre SA as of December 31, 2017. under equity method is given in section 11.8 “List of consolidated entities”. At this date, there are no transactions between the two companies. Balance sheet positions with related parties at period-end 12/31/2017 12/31/2016 Companies consolidated Companies consolidated In €m under equity method under equity method Loans and advances to companies consolidated using the equity method 278.7 308.5 Non-current assets 278.7 308.5 Trade accounts and notes receivable 5.3 5.3 Other receivables 7.0 3.7 Current assets 12.3 9.0 TOTAL ASSETS 291.0 317.5 Loans and advances from companies consolidated using the equity method 1.4 7.7 Non-current liabilities 1.4 7.7 Trade payables 0.4 0.2 Other liabilities 0.1 0.3 Current liabilities 0.5 0.5 TOTAL LIABILITIES 1.9 8.2 “Income” items related to transactions with related parties 12/31/2017 12/31/2016 Companies consolidated Companies consolidated In €m under equity method under equity method Management, administrative and related income 6.6 8.0 Operating income 6.6 8.0 Net cost of debt 10.9 11.6 Profit before tax 17.5 19.6 NET INCOME OF THE CONSOLIDATED ENTITY 17.5 19.6 Most of these items relate to management and administration fees and income on financings provided mainly to equity accounted investees. KLÉPIERRE 2017 REGISTRATION DOCUMENT 121

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 11.2 Post-employment benefit plans 11.3 Compensation for Executive Board The main post-employment benefits are severance pay and defined and Executive Committee benefit or defined contribution pension plans. Klépierre SA, the parent company of the Klépierre Group, is a Post-employment benefit plans are administered by insurance French corporation (Société Anonyme) whose governance structure companies and other independent management companies external comprises an Executive Board and a Supervisory Board. to the Klépierre Group. The amount of directors’ fees granted to the members of the Supervisory Board for the fiscal year 2017 totaled €665,989, including €100,161 paid to the Chairman of the Supervisory Board. Compensation for the Executive Committee breaks down as follows: In €k 12/31/2017 Short-term benefits excluding employer’s contribution 4,097.7 Short-term benefits: employer’s contribution 2,194.3 Post-employment benefits 1,135.5 Other long term benefits 537.6 Share-based payment(a) 2,179.2 (a) As posted in the profit and loss account related to long term incentives (performance share plans). 11.4 Contingent liabilities 11.5 Subsequent events During the period, neither Klépierre nor its subsidiaries have been the On January 5, 2018, Klépierre completed the disposal of a building in subject of any governmental or arbitration action (including any action the city center of Köln, Germany. of which the issuer has knowledge, which is currently suspended or Klépierre continues its share buy-back program in 2018, and as of is threatened) which has recently had a significant impact on the January 29 the Group repurchased 761,867 shares for an amount of financial position or profitability of the issuer and/or the Group. €27.25 million. It is mentioned that part of the land of the Anatolium shopping In January 2018, €700 million of caps denominated in Euro were center is subject to a jurisdictional action since 2012 involving Bursa bought with an average maturity of three years. These transactions Municipality (Turkey) and previous land owners. Should any adverse aimed at rolling part of the caps portfolio maturing in 2018 court decision be taken, Klépierre preserves its rights to request (€700 million). compensation from the municipality. 11.6 Statutory Auditors’ fees Deloitte Ernst & Young Audit In €m (excluding VAT) 2017 2016 2017 2016 2017 2016 2017 2016 Audit services 1.2 1.3 100% 100% 1.2 1.1 100% 100% Auditing, certification and review of individual and consolidated financial statements > Issuer 0.2 0.2 20% 17% 0.2 0.2 17% 18% > Fully-consolidated subsidiaries 0.9 0.9 76% 68% 0.9 0.8 73% 78% Other diligences and services directly related to the Statutory Auditors engagement > Issuer 0.0 0.1 2% 5% 0.0 0.0 3% 1% > Fully-consolidated subsidiaries 0.0 0.1 3% 10% 0.1 0.0 6% 4% Other services provided by statutory auditors to fully-integrated subsidiaries 0.0 0.0 - - > Legal, tax, employment-related and other services 0.0 0.0 0% 0% 0% 0% TOTAL 1.3 1.4 100% 100% 1.2 1.1 100% 100% 11.7 Identity of the consolidating companies At December 31, 2017, Klépierre is consolidated using the equity method by Simon Property Group which holds a 20.33% stake in the equity of Klépierre (including treasury shares). Klépierre is included in consolidated accounts of APG which holds a 13.49% stake in the equity of Klépierre (including treasury shares). 122 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 11.8 List of consolidated entities List of consolidated companies % of interest % of control Full consolidated companies Country 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change HOLDING – HEAD OF THE GROUP Klépierre SA France 100.00% 100.00% - 100.00% 100.00% - SHOPPING CENTERS – FRANCE KLE 1 SAS France 100.00% 100.00% - 100.00% 100.00% - SCOO SC France 53.64% 53.64% - 53.64% 53.64% - Klécar France SNC France 83.00% 83.00% - 83.00% 83.00% - KC3 SNC France 83.00% 83.00% - 100.00% 100.00% - KC4 SNC France 83.00% 83.00% - 100.00% 100.00% - KC5 SNC France 83.00% 83.00% - 100.00% 100.00% - KC9 SNC France 83.00% 83.00% - 100.00% 100.00% - KC10 SNC France 83.00% 83.00% - 100.00% 100.00% - KC11 SNC France 83.00% 83.00% - 100.00% 100.00% - KC12 SNC France 83.00% 83.00% - 100.00% 100.00% - KC20 SNC France 83.00% 83.00% - 100.00% 100.00% - LP7 SAS France 100.00% 100.00% - 100.00% 100.00% - Klécar Europe Sud SCS France 83.00% 83.00% - 83.00% 83.00% - Solorec SC France 80.00% 80.00% - 80.00% 80.00% - Centre Bourse SNC France 100.00% 100.00% - 100.00% 100.00% - Bègles Arcins SCS France 52.00% 52.00% - 52.00% 52.00% - Bègles Papin SNC France 100.00% 100.00% - 100.00% 100.00% - Sécovalde SCI France 55.00% 55.00% - 55.00% 55.00% - Cécoville SAS France 100.00% 100.00% - 100.00% 100.00% - Soaval SCS France 100.00% 100.00% - 100.00% 100.00% - Klémurs SCA France 100.00% 100.00% - 100.00% 100.00% - Nancy Bonsecours SCI France 100.00% 100.00% - 100.00% 100.00% - Sodevac SNC France 100.00% 100.00% - 100.00% 100.00% - Odysseum Place de France SNC France 100.00% 100.00% - 100.00% 100.00% - Klécar Participations Italie SAS France 83.00% 83.00% - 83.00% 83.00% - Pasteur SNC France 100.00% 100.00% - 100.00% 100.00% - Holding Gondomar 1 SAS France 100.00% 100.00% - 100.00% 100.00% - Holding Gondomar 3 SAS France 100.00% 100.00% - 100.00% 100.00% - Combault SNC France 100.00% 100.00% - 100.00% 100.00% - Beau Sevran Invest SCI France 83.00% 83.00% - 100.00% 100.00% - Valdebac SCI France 55.00% 55.00% - 55.00% 55.00% - Progest SAS France 100.00% 100.00% - 100.00% 100.00% - Belvedere Invest SARL France 55.00% 55.00% - 55.00% 55.00% - Haies Haute Pommeraie SCI France 53.00% 53.00% - 53.00% 53.00% - Plateau des Haies SNC France 100.00% 100.00% - 100.00% 100.00% - Forving SARL France 93.15% 93.15% - 93.15% 93.15% - Saint Maximin Construction SCI France 55.00% 55.00% - 55.00% 55.00% - Pommeraie Parc SCI France 60.00% 60.00% - 60.00% 60.00% - Champs des Haies SCI France 60.00% 60.00% - 60.00% 60.00% - La Rive SCI France 85.00% 85.00% - 85.00% 85.00% - Rebecca SCI France 70.00% 70.00% - 70.00% 70.00% - Le Mais SCI France 80.00% 80.00% - 80.00% 80.00% - Le Grand Pré SCI France 60.00% 60.00% - 60.00% 60.00% - LC SCI France 88.00% 88.00% - 100.00% 100.00% - Kle Projet 1 SAS France 100.00% 100.00% - 100.00% 100.00% - Klépierre Créteil SCI France 100.00% 100.00% - 100.00% 100.00% - Albert 31 SCI France 83.00% 83.00% - 100.00% 100.00% - Galeries Drancéennes SNC France 100.00% 100.00% - 100.00% 100.00% - Portes de Claye SCI France 55.00% 55.00% - 55.00% 55.00% - Klecab SCI France 100.00% 100.00% - 100.00% 100.00% - Kleber Odysseum SCI France 100.00% 100.00% - 100.00% 100.00% - Klé Arcades SCI France 53.69% 53.69% - 100.00% 100.00% - Le Havre Colbert SNC France 100.00% 100.00% - 100.00% 100.00% - Klépierre Massalia SAS France 100.00% 100.00% - 100.00% 100.00% - Massalia Shopping Mall SCI France 60.00% 60.00% - 100.00% 100.00% - Massalia Invest SCI France 60.00% 60.00% - 60.00% 60.00% - Kle Start SAS France 100.00% 0.00% 100.00% 100.00% 0.00% 100.00% KLÉPIERRE 2017 REGISTRATION DOCUMENT 123

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 List of consolidated companies % of interest % of control Full consolidated companies Country 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change Corio et Cie SNC France 100.00% 100.00% - 100.00% 100.00% - Paris Immoblier SAS France 100.00% 100.00% - 100.00% 100.00% - Sanoux SCI France 75.00% 75.00% - 75.00% 75.00% - Centre Deux SNC France 100.00% 100.00% - 100.00% 100.00% - Mob SC France 100.00% 100.00% - 100.00% 100.00% - Corio Alpes SAS France 100.00% 100.00% - 100.00% 100.00% - Galerie du Livre SAS France 100.00% 100.00% - 100.00% 100.00% - Les Portes de Chevreuse SNC France 100.00% 100.00% - 100.00% 100.00% - Caetoile SNC France 100.00% 100.00% - 100.00% 100.00% - Corio Échirolles SNC France 100.00% 100.00% - 100.00% 100.00% - Sagep SAS France 100.00% 100.00% - 100.00% 100.00% - Maya SNC France 100.00% 100.00% - 100.00% 100.00% - Ayam SNC France 100.00% 100.00% - 100.00% 100.00% - Dense SNC France 100.00% 100.00% - 100.00% 100.00% - Newton SNC France 100.00% 100.00% - 100.00% 100.00% - Klépierre Grand Littoral SASU France 100.00% 100.00% - 100.00% 100.00% - SERVICE PROVIDERS – FRANCE Klépierre Management SNC France 100.00% 100.00% - 100.00% 100.00% - Klépierre Conseil SAS France 100.00% 100.00% - 100.00% 100.00% - Klépierre Brand Ventures SNC France 100.00% 100.00% - 100.00% 100.00% - Klépierre Gift Cards SAS France 100.00% 100.00% - 100.00% 100.00% - Klépierre Finance SAS France 100.00% 100.00% - 100.00% 100.00% - Financière Corio SAS France 100.00% 100.00% - 100.00% 100.00% - Klépierre Procurement International SNC France 100.00% 100.00% - 100.00% 100.00% - SHOPPING CENTERS – INTERNATIONAL Klépierre Management Deutschland GmbH Germany 100.00% 100.00% - 100.00% 100.00% - Klépierre Duisburg GmbH Germany 94.99% 94.99% - 94.99% 94.99% - Klépierre Duisburg Leasing GmbH Germany 100.00% 100.00% - 100.00% 100.00% - Klépierre Duisburg Leasing II GmbH Germany 100.00% 100.00% - 100.00% 100.00% - Klépierre Dresden Leasing GmbH Germany 100.00% 100.00% - 100.00% 100.00% - Klépierre Duisburg II GmbH Germany 94.99% 94.99% - 94.99% 94.99% - Klépierre Dresden GmbH Germany 94.99% 94.99% - 94.99% 94.99% - Klépierre Koln Holding GmbH Germany 100.00% 100.00% - 100.00% 100.00% - Unter Goldschmied Köln GmbH Germany 94.99% 94.99% - 94.99% 94.99% - Klépierre Hildesheim Holding GmbH Germany 100.00% 100.00% - 100.00% 100.00% - Projekt A GmbH & CoKG Germany 94.90% 94.90% - 94.90% 94.90% - Projekt A Vermietung GmbH Germany 100.00% 100.00% - 100.00% 100.00% - Klépierre Berlin GmbH Germany 94.99% 94.99% - 94.99% 94.99% - Klépierre Berlin Leasing GmbH Germany 100.00% 100.00% - 100.00% 100.00% - Coimbra SA Belgium 100.00% 100.00% - 100.00% 100.00% - Les Cinémas de l’Esplanade SA Belgium 100.00% 100.00% - 100.00% 100.00% - Foncière de Louvain-la-Neuve SA Belgium 100.00% 100.00% - 100.00% 100.00% - Steen & Strøm Holding AS Denmark 56.10% 56.10% - 100.00% 100.00% - Bryggen, Vejle A/S Denmark 56.10% 56.10% - 100.00% 100.00% - Bruun’s Galleri ApS Denmark 56.10% 56.10% - 100.00% 100.00% - Field’s Copenhagen I/S Denmark 56.10% 56.10% - 100.00% 100.00% - Viva, Odense A/S Denmark 56.10% 56.10% - 100.00% 100.00% - Field’s Eier I ApS Denmark 56.10% 56.10% - 100.00% 100.00% - Field’s Eier II A/S Denmark 56.10% 56.10% - 100.00% 100.00% - Steen & Strøm CenterUdvikling VI A/S Denmark 56.10% 56.10% - 100.00% 100.00% - Klecar Foncier Iberica SL Spain 83.06% 83.06% - 100.00% 100.00% - Klecar Foncier España SL Spain 100.00% 83.06% 16.94% 100.00% 100.00% - Klépierre Vallecas SA Spain 100.00% 100.00% - 100.00% 100.00% - Klépierre Molina SL Spain 100.00% 100.00% - 100.00% 100.00% - Klépierre Plenilunio Socimi SA Spain 100.00% 100.00% - 100.00% 100.00% - Principe Pio Gestion SA Spain 100.00% 95.00% 5.00% 100.00% 95.00% 5.00% Corio Torrelodones Office Suite SL Spain 100.00% 100.00% - 100.00% 100.00% - Corio Real Estate España SL Spain 100.00% 100.00% - 100.00% 100.00% - SC Nueva Condo Murcia SLU Spain 100.00% 0.00% 100.00% 100.00% 0.00% 100.00% Klépierre Nea Efkarpia AE Greece 83.00% 83.00% - 100.00% 100.00% - Klépierre Foncier Makedonia AE Greece 83.01% 83.01% - 100.00% 100.00% - 124 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 List of consolidated companies % of interest % of control Full consolidated companies Country 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change Klépierre Athinon AE Greece 83.00% 83.00% - 100.00% 100.00% - Klépierre Peribola Patras AE Greece 83.00% 83.00% - 100.00% 100.00% - Nyiregyhaza Plaza KFT Hungary 100.00% 100.00% - 100.00% 100.00% - SA Duna Plaza ZRT Hungary 100.00% 100.00% - 100.00% 100.00% - CSPL 2002 KFT Hungary 100.00% 100.00% - 100.00% 100.00% - Sarl GYR 2002 KFT Hungary 100.00% 100.00% - 100.00% 100.00% - Uj Alba 2002 KFT Hungary 100.00% 100.00% - 100.00% 100.00% - Miskolc 2002 KFT Hungary 100.00% 100.00% - 100.00% 100.00% - Kanizsa 2002 KFT Hungary 100.00% 100.00% - 100.00% 100.00% - Klépierre Corvin KFT Hungary 100.00% 100.00% - 100.00% 100.00% - Corvin Vision KFT Hungary 66.67% 66.67% - 66.67% 66.67% - Immobiliare Gallerie Commerciali S.p.A Italy 100.00% 100.00% - 100.00% 100.00% - Klecar Italia S.p.A Italy 83.00% 83.00% - 100.00% 100.00% - Klefin Italia S.p.A Italy 100.00% 100.00% - 100.00% 100.00% - Galleria Commerciale Di Collegno S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Galleria Commerciale Serravalle S.p.A Italy 100.00% 100.00% - 100.00% 100.00% - Galleria Commerciale Assago S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Galleria Commerciale Klépierre S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Galleria Commerciale Cavallino S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Galleria Commerciale Solbiate S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - K2 Italy 95.06% 95.06% - 95.06% 95.06% - Klépierre Matera S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Klépierre Caserta S.r.l Italy 83.00% 83.00% - 100.00% 100.00% - Shopville Le Gru S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Grandemilia S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Shopville Gran Reno S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Il Maestrale S.p.A. Italy 100.00% 100.00% - 100.00% 100.00% - Comes – Commercio e Sviluppo S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Globodue S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Globotre S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Generalcostruzioni S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - B.L.O. S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Corio Italia S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Reluxco International SA Luxembourg 100.00% 100.00% - 100.00% 100.00% - Storm Holding Norway AS Norway 56.10% 56.10% - 100.00% 100.00% - Steen & Strom AS Norway 56.10% 56.10% - 100.00% 100.00% - Slagenveien 2 AS Norway 56.10% 56.10% - 100.00% 100.00% - Amanda Storsenter AS Norway 56.10% 56.10% - 100.00% 100.00% - Farmandstredet Eiendom AS Norway 56.10% 56.10% - 100.00% 100.00% - Nerstranda AS Norway 56.10% 56.10% - 100.00% 100.00% - Hamar Storsenter AS Norway 56.10% 56.10% - 100.00% 100.00% - Stavanger Storsenter AS Norway 56.10% 56.10% - 100.00% 100.00% - Vinterbro Senter DA Norway 56.10% 56.10% - 100.00% 100.00% - Steen & Strøm Mediapartner Norge AS Norway 56.10% 56.10% - 100.00% 100.00% - Oslo City Kjopesenter AS Norway 56.10% 56.10% - 100.00% 100.00% - Oslo City Parkering AS Norway 56.10% 56.10% - 100.00% 100.00% - Gulskogen Senter AS Norway 56.10% 56.10% - 100.00% 100.00% - Capucine B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - Klépierre Nordica B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - Corio Beleggingen I B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - Corio Nederland Kantoren B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - Klépierre Management Nederland B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - Hoog Catharijne B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - Klépierre Nederland B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - Bresta I B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - CCA German Retail I B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - CCA German Retail II B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - Klépierre Participaties I B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - Klépierre Participaties II B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - KLP Polska Sp. z o.o. Sadyba SKA w likwidacji Poland 100.00% 100.00% - 100.00% 100.00% - KLÉPIERRE 2017 REGISTRATION DOCUMENT 125

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 List of consolidated companies % of interest % of control Full consolidated companies Country 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change Klépierre Kraków Sp. z o.o. w likwidacji Poland 100.00% 100.00% - 100.00% 100.00% - KLP Polska Sp. z o.o. Poznań SKA Poland 100.00% 100.00% - 100.00% 100.00% - KLP Polska Sp. z o.o. Ruda Śląska sp.k. Poland 100.00% 100.00% - 100.00% 100.00% - Sadyba Best Mall Sp. z o.o. sp.k. Poland 100.00% 100.00% - 100.00% 100.00% - Klépierre Pologne Sp. z o.o. Poland 100.00% 100.00% - 100.00% 100.00% - KLP Polska Sp. z o.o. Rybnik SKA Poland 100.00% 100.00% - 100.00% 100.00% - Sosnowiec Property KLP Polska Sp. z o.o. sp.k. Poland 100.00% 100.00% - 100.00% 100.00% - KLP Polska Sp. z o.o. Movement SKA w likwidacji Poland 100.00% 100.00% - 100.00% 100.00% - KLP Polska Sp. z o.o. Lublin sp.k. Poland 100.00% 100.00% - 100.00% 100.00% - KLP Polska Sp. z o.o. Kraków sp.k. Poland 100.00% 100.00% - 100.00% 100.00% - Sadyba Best Mall Sp. z o.o. Poland 100.00% 100.00% - 100.00% 100.00% - KLP Poznań Sp. z o.o. Poland 100.00% 100.00% - 100.00% 100.00% - Ruda Śląska Property KLP Polska Sp. z o.o. sp.k. Poland 100.00% 100.00% - 100.00% 100.00% - KLP Investment Poland Sp. z o.o. Poland 100.00% 100.00% - 100.00% 100.00% - Rybnik Property KLP Polska Sp. z o.o. sp.k. Poland 100.00% 100.00% - 100.00% 100.00% - KLP Lublin Sp. z o.o. Poland 100.00% 100.00% - 100.00% 100.00% - KLP Polska Sp. z o.o. Poland 100.00% 100.00% - 100.00% 100.00% - IPOPEMA 96 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych Poland 100.00% 100.00% - 100.00% 100.00% - Klelou Imobiliaria Spa SA Portugal 100.00% 100.00% - 100.00% 100.00% - Galeria Parque Nascente SA Portugal 100.00% 100.00% - 100.00% 100.00% - Gondobrico SA Portugal 100.00% 100.00% - 100.00% 100.00% - Klenord Imobiliaria SA Portugal 100.00% 100.00% - 100.00% 100.00% - Kletel Imobiliaria SA Portugal 100.00% 100.00% - 100.00% 100.00% - Kleminho Imobiliaria SA Portugal 100.00% 100.00% - 100.00% 100.00% - Corio Espaço Guimarães SA Portugal 100.00% 100.00% - 100.00% 100.00% - Klépierre Cz S.R.O. Czech Republic 100.00% 100.00% - 100.00% 100.00% - Klépierre Praha S.R.O. Czech Republic 100.00% 100.00% - 100.00% 100.00% - Klépierre Plzen AS Czech Republic 100.00% 100.00% - 100.00% 100.00% - Nový Smíchov First Floor S.R.O. Czech Republic 100.00% 0.00% 100.00% 100.00% 0.00% 100.00% Arcol Group S.R.O. Slovakia 100.00% 100.00% - 100.00% 100.00% - Nordica Holdco AB Sweden 56.10% 56.10% - 56.10% 56.10% - Steen & Strøm Holding AB Sweden 56.10% 56.10% - 100.00% 100.00% - FAB CentrumInvest Sweden 56.10% 56.10% - 100.00% 100.00% - FAB Emporia Sweden 56.10% 56.10% - 100.00% 100.00% - FAB Borlänge Köpcentrum Sweden 56.10% 56.10% - 100.00% 100.00% - FAB Marieberg Galleria Sweden 56.10% 56.10% - 100.00% 100.00% - FAB Allum Sweden 56.10% 56.10% - 100.00% 100.00% - FAB P Brodalen Sweden 56.10% 56.10% - 100.00% 100.00% - Partille Lexby AB Sweden 56.10% 56.10% - 100.00% 100.00% - FAB P Åkanten Sweden 56.10% 56.10% - 100.00% 100.00% - FAB P Porthälla Sweden 56.10% 56.10% - 100.00% 100.00% - Fastighets Västra Götaland AB Sweden 56.10% 56.10% - 100.00% 100.00% - Grytingen Nya AB Sweden 36.35% 36.35% - 64.79% 64.79% - FAB Lackeraren Borlänge Sweden 56.10% 56.10% - 100.00% 100.00% - FAB Centrum Västerort Sweden 56.10% 56.10% - 100.00% 100.00% - Klépierre Gayrimenkul Yönetimi ve Yatirim Ticaret AS Turkey 100.00% 100.00% - 100.00% 100.00% - Miratur Turizm Insaat ve Ticaret AS Turkey 100.00% 100.00% - 100.00% 100.00% - Tan Gayrimenkul Yatirim Insaat Turizm Pazarlama ve Ticaret AS Turkey 51.00% 51.00% - 51.00% 51.00% - SERVICE PROVIDERS – INTERNATIONAL Klépierre Mall Management II GmbH Germany 100.00% 100.00% - 100.00% 100.00% - 126 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 3 List of consolidated companies % of interest % of control Full consolidated companies Country 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change Klépierre Mall Management I GmbH Germany 100.00% 100.00% - 100.00% 100.00% - Projekt Arnekenstrasse Verwaltung GmbH Germany 100.00% 100.00% - 100.00% 100.00% - Klépierre Management Belgique SA Belgium 100.00% 100.00% - 100.00% 100.00% - Klépierre Finance Belgique SA Belgium 100.00% 100.00% - 100.00% 100.00% - Steen & Strøm CenterService A/S Denmark 56.10% 56.10% - 100.00% 100.00% - Steen & Strøm Danemark A/S Denmark 56.10% 56.10% - 100.00% 100.00% - Klépierre Management Espana SL Spain 100.00% 100.00% - 100.00% 100.00% - Klépierre Management Hellas AE Greece 100.00% 100.00% - 100.00% 100.00% - Klépierre Management Magyarorszag KFT Hungary 100.00% 100.00% - 100.00% 100.00% - KFI Hungary KFT Hungary 100.00% 0.00% 100.00% 100.00% 0.00% 100.00% Klépierre Trading KFT Hungary 100.00% 100.00% - 100.00% 100.00% - Klépierre Management Italia S.r.l Italy 100.00% 100.00% - 100.00% 100.00% - Klépierre Finance Italia S.r.l Italy 100.00% 0.00% 100.00% 100.00% 0.00% 100.00% Steen & Strøm Senterservice AS Norway 56.10% 56.10% - 100.00% 100.00% - Steen & Strom Norge AS Norway 56.10% 56.10% - 100.00% 100.00% - Klépierre Vastgoed Ontwikkeling B.V. The Netherlands 100.00% 100.00% - 100.00% 100.00% - Klépierre Management Polska Sp. z o.o. Poland 100.00% 100.00% - 100.00% 100.00% - Klépierre Management Portugal SA Portugal 100.00% 100.00% - 100.00% 100.00% - Klépierre Management Ceska Républika S.R.O. Czech Republic 100.00% 100.00% - 100.00% 100.00% - Klépierre Energy CZ S.R.O. Czech Republic 100.00% 0.00% 100.00% 100.00% 0.00% 100.00% Klépierre Management Slovensko S.R.O. Slovakia 100.00% 100.00% - 100.00% 100.00% - Steen & Strøm Sverige AB Sweden 56.10% 56.10% - 100.00% 100.00% - KLÉPIERRE 2017 REGISTRATION DOCUMENT 127

FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 List of consolidated companies % of interest % of control Equity method companies: jointly controlled Country 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change Cécobil SCS France 50.00% 50.00% - 50.00% 50.00% - Du Bassin Nord SCI France 50.00% 50.00% - 50.00% 50.00% - Le Havre Vauban SNC France 50.00% 50.00% - 50.00% 50.00% - Le Havre Lafayette SNC France 50.00% 50.00% - 50.00% 50.00% - Girardin SCI France 33.40% 33.40% - 33.40% 33.40% - Société Immobilière de la Pommeraie SC France 50.00% 50.00% - 50.00% 50.00% - Parc de Coquelles SNC France 50.00% 50.00% - 50.00% 50.00% - Kleprim’s SCI France 50.00% 50.00% - 50.00% 50.00% - Celsius Le Murier SNC France 40.00% 40.00% - 40.00% 40.00% - Celsius Haven SNC France 40.00% 40.00% - 40.00% 40.00% - Clivia S.p.A Italy 50.00% 50.00% - 50.00% 50.00% - Galleria Commerciale Il Destriero S.p.A Italy 50.00% 50.00% - 50.00% 50.00% - CCDF S.p.A Italy 49.00% 49.00% - 49.00% 49.00% - Galleria Commerciale Porta di Roma S.p.A Italy 50.00% 50.00% - 50.00% 50.00% - Galleria Commerciale 9 S.r.l Italy 50.00% 50.00% - 50.00% 50.00% - Italian Shopping Centre Investment S.r.l Italy 50.00% 50.00% - 50.00% 50.00% - Holding Klege S.r.l Luxembourg 50.00% 50.00% - 50.00% 50.00% - Nordbyen Senter 2 AS Norway 28.05% 28.05% - 50.00% 50.00% - Metro Senter ANS Norway 28.05% 28.05% - 50.00% 50.00% - Økern Sentrum ANS Norway 28.05% 28.05% - 50.00% 50.00% - Økern Eiendom ANS Norway 28.05% 28.05% - 50.00% 50.00% - Metro Shopping AS Norway 28.05% 28.05% - 50.00% 50.00% - Nordbyen Senter DA Norway 28.05% 28.05% - 50.00% 50.00% - Økern Sentrum AS Norway 28.05% 28.05% - 50.00% 50.00% - Nordal ANS Norway 28.05% 28.05% - 50.00% 50.00% - Klege Portugal SA Portugal 50.00% 50.00% - 50.00% 50.00% - List of consolidated companies % of interest % of control Equity method companies: significant influence Country 12/31/2017 12/31/2016 Change 12/31/2017 12/31/2016 Change La Rocade SCI France 38.00% 38.00% - 38.00% 38.00% - La Rocade Ouest SCI France 36.73% 36.73% - 36.73% 36.73% - Du Plateau SCI France 19.65% 19.65% - 30.00% 30.00% - Achères 2000 SCI France 30.00% 30.00% - 30.00% 30.00% - Le Champs de Mais SC France 40.00% 40.00% - 40.00% 40.00% - Société du bois des fenêtres SARL France 20.00% 20.00% - 20.00% 20.00% - Step In SAS France 24.46% 0.00% 24.46% 24.46% 0.00% 24.46% Akmerkez Gayrimenkul Yatirim Ortakligi AS Turkey 46.92% 46.92% - 46.92% 46.92% - % of interest % of control List of deconsolidated companies at 12/31/2017 Country 12/31/2017 12/31/2016 12/31/2017 12/31/2016 Comments Corio SAS France 0.00% 100.00% 0.00% 100.00% Merged SSI Lillestrøm Torv AS Norway 0.00% 56.10% 0.00% 100.00% Disposed Phasmatidae Holding AB Sweden 0.00% 56.10% 0.00% 100.00% Disposed Steen & Strøm CenterDrift A/S Denmark 0.00% 56.10% 0.00% 100.00% Liquidation La Plaine du Moulin à Vent SCI France 0.00% 50.00% 0.00% 50.00% Liquidation Pivoines SCI France 0.00% 33.33% 0.00% 33.33% Liquidation Corio Lulin EOOD Bulgaria 0.00% 100.00% 0.00% 100.00% Disposed 128 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Statutory Auditors’ report on the consolidated financial statements 3 3.2 Statutory Auditors’ report on the consolidated financial statements This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the information concerning the Group presented in the management report. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Annual General Meeting of Klépierre, Opinion In compliance with the engagement entrusted to us by your Annual Independence General Meeting, we have audited the accompanying consolidated financial statements of Klépierre for the year ended December 31, 2017. We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, In our opinion, the consolidated financial statements give a true and 2017, to the date of our report and specifically we did not provide fair view of the assets and liabilities and of the financial position of any prohibited non-audit services referred to in Article 5 (1) of the Group as at December 31, 2017 and of the results of its operations Regulation (EU) No. 537/2014 or in the French Code of Ethics (Code for the year then ended in accordance with International Financial de déontologie) for Statutory Auditors. Reporting Standards as adopted by the European Union. The audit opinion expressed above is consistent with our report to Justification of assessments – the Audit Committee Key audit matters Basis for opinion In accordance with the requirements of Articles L. 823-9 and R. 823- 7 of the French Commercial Code (Code de commerce) relating Audit framework to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our We conducted our audit in accordance with professional standards professional judgment, were of most significance in our audit of the applicable in France. We believe that the audit evidence we have consolidated financial statements of the current period, as well as how obtained is sufficient and appropriate to provide a basis for our we addressed those risks. opinion. These matters were addressed in the context of our audit of the Our responsibilities under those standards are further described in the consolidated financial statements as a whole, and in forming our Statutory Auditors’ Responsibilities for the Audit of the Consolidated opinion thereon, and we do not provide a separate opinion on specific Financial Statements section of our report. items of the consolidated financial statements. Measurement of investment properties Risk identified Our response As at December 31, 2017, the Group’s carrying amount of investment We assessed management’s controls over data used for the valuation properties accounted at fair value amounted to €21,494 million (in respect of of investment properties and controls over management’s analysis €20,390 million as at December 31, 2016) with a change in fair value recognised of the variances in values in comparison with prior periods. in net profit for €836 million. The audit team, including our real estate valuation specialists, attended In addition, the fair value of investment properties held by joint ventures meetings with the appraisers to understand the methodology applied, the main and associates, which are accounted for using the equity method, amounted to assumptions underlying their valuations and more particularly, amongst €1,389 million (in respect of €1,425 million as at December 31, 2016) other inputs, market trends, recent market transactions, and market yields. as mentioned in Note 5.4.4 to the consolidated financial statements. We assessed the competence, independence and integrity of the third-party The Group’s investment property portfolio is composed of shopping centers appraisers. across sixteen countries, mainly in Europe. We performed procedures to reconcile the valuations concluded The determination of the fair value of investment properties requires significant by appraisers with the consolidated financial statements. judgement, due to a large number of assumptions/estimates such as market We performed analytical procedures comparing assumptions and fair values rent levels, expected capital expenditures, as well as prevailing market yields and on a year-on-year basis. We benchmarked the latest assumptions used to market transactions. For development assets, other factors such as projected relevant market information. We performed specific procedures on the largest costs to complete, leasing status and risks until completion are also considered. properties in the portfolio, where the valuation and variances were significant, The valuations retained by management are carried out by third-party appraisers and those where the assumptions used and/or year-on-year movement in values at six-month intervals. suggested a possible outlier versus market data for the relevant sector. Accordingly, the valuation of investment properties is considered to be When required, we planned further discussions with management. a key audit matter due to the significance of the item in the financial statements For assets not subject to appraisal managed at the head office, under our instruction, as a whole, combined with the level of judgement exercised for determining we involved component auditors in the performance of similar procedures. the fair value. Refer to Note 5.4. to the consolidated financial statements. Additionally, assessed the appropriateness of the disclosures in the consolidated financial statements in respect of investment properties. KLÉPIERRE 2017 REGISTRATION DOCUMENT 129

FINANCIAL STATEMENTS 3Statutory Auditors’ report on the consolidated financial statements Presentation and measurement of derivative financial instruments Risk identified Our response Klépierre has entered into various derivatives, mainly interest rate swaps We obtained an understanding of management’s controls over the valuation of and caps and cross-currency swaps, to decrease its exposure to movements derivatives and involved our internal specialists. in interest and currency exchange rates. We obtained an understanding of the valuation performed by management These derivatives, including those used in hedge accounting, are carried and recalculated, independently, the fair value for a sample of derivatives. at fair value for amounts on the balance sheet of €50.9 million (assets) and We assessed the hedging relationship documentation, effectiveness tests €30.5 million (liabilities). Hedge accounting is applied for most of the derivatives and accounting treatment. held by Klépierre; some derivatives negotiated in order to mitigate interest rate risks do not meet the hedge accounting criteria and We considered the appropriateness of the disclosures in the consolidated are therefore accounted for as trading instruments. financial statements in respect of financial derivatives and hedge accounting. Hedge accounting requires comprehensive documentation in compliance with accounting standards, in particular designation of hedged items and hedging instruments, hedged risk, prospective and retrospective measurement of hedge effectiveness. The risk for the consolidated financial statements consists in incorrect measurement and accounting treatment of derivatives due to the fact that the valuation is dependent on market assumptions and on the criteria to meet hedge accounting. As such, it is considered as a key audit matter. Refer to Note 5.11 to the consolidated financial statements. Verification of the information risks management systems and where applicable, its internal audit, pertaining to the Group presented regarding the accounting and financial reporting procedures. in the management report The consolidated financial statements were approved by the Executive Board. As required by law we have also verified in accordance with professional standards applicable in France the information pertaining to Statutory Auditors’ responsibilities the Group presented in the Executive Board’s management report. We have no matters to report as to its fair presentation and its consistency for the audit of the consolidated with the consolidated financial statements. financial statements Objectives and audit approach Report on other legal and Our role is to issue a report on the consolidated financial statements. regulatory requirements Our objective is to obtain reasonable assurance about whether the Appointment of the Statutory Auditors consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, We were appointed as statutory auditors of Klépierre by your Annual but is not a guarantee that an audit conducted in accordance with General Meeting held on June 28, 2006 for Deloitte & Associés and professional standards will always detect a material misstatement held on April 19, 2016 for Ernst & Young Audit. when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could th As at December 31, 2017, Deloitte & Associés was in the 12 year reasonably be expected to influence the economic decisions of users of total uninterrupted engagement and Ernst & Young Audit in taken on the basis of these consolidated financial statements. nd the 2 year. As specified in Article L. 823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance Responsibilities of Management on the viability of the Company or the quality of management of the and those charged with governance affairs of the Company. for the consolidated financial statements As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises Management is responsible for the preparation and fair presentation of professional judgment throughout the audit and furthermore: the consolidated financial statements in accordance with International > identifies and assesses the risks of material misstatement of the Financial Reporting Standards as adopted by the European Union and consolidated financial statements, whether due to fraud or error, for such internal control as management determines is necessary to designs and performs audit procedures responsive to those enable the preparation of consolidated financial statements that are risks, and obtains audit evidence considered to be sufficient and free from material misstatement, whether due to fraud or error. appropriate to provide a basis for his opinion. The risk of not In preparing the consolidated financial statements, management is detecting a material misstatement resulting from fraud is higher responsible for assessing the Company’s ability to continue as a going than for one resulting from error, as fraud may involve collusion, concern, disclosing, as applicable, matters related to going concern forgery, intentional omissions, misrepresentations, or the override and using the going concern basis of accounting unless it is expected of internal control; to liquidate the Company or to cease operations. > obtains an understanding of internal control relevant to the audit The Audit Committee is responsible for monitoring the financial in order to design audit procedures that are appropriate in the reporting process and the effectiveness of internal control and circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control; 130 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Statutory Auditors’ report on the consolidated financial statements 3 > evaluates the appropriateness of accounting policies used and the Report to the Audit Committee reasonableness of accounting estimates and related disclosures We submit a report to the Audit Committee which includes in made by management in the consolidated financial statements; particular a description of the scope of the audit and the audit > assesses the appropriateness of management’s use of the going program implemented, as well as the results of our audit. We also concern basis of accounting and, based on the audit evidence report, if any, significant deficiencies in internal control regarding the obtained, whether a material uncertainty exists related to events accounting and financial reporting procedures that we have identified. or conditions that may cast significant doubt on the Company’s Our report to the Audit Committee includes the risks of material ability to continue as a going concern. This assessment is based misstatement that, in our professional judgment, were of most on the audit evidence obtained up to the date of his audit report. significance in the audit of the consolidated financial statements of However, future events or conditions may cause the Company the current period and which are therefore the key audit matters that to cease to continue as a going concern. If the statutory auditor we are required to describe in this report. concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in We also provide the Audit Committee with the declaration provided the consolidated financial statements or, if such disclosures are not for in Article 6 of Regulation (EU) No. 537/2014, confirming our provided or inadequate, to modify the opinion expressed therein; independence within the meaning of the rules applicable in France > evaluates the overall presentation of the consolidated financial such as they are set in particular by Articles L. 822-10 to L. 822-14 of statements and assesses whether these statements represent the French Commercial Code (Code de commerce) and in the French the underlying transactions and events in a manner that achieves Code of Ethics (Code de déontologie) for statutory auditors. Where fair presentation; appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related > obtains sufficient appropriate audit evidence regarding the safeguards. financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these consolidated financial statements. Neuilly-sur-Seine and Paris-La Défense, March 7, 2018 The Statutory Auditors French original signed by Deloitte & Associés Ernst & Young Audit Joël ASSAYAH José-Luis GARCIA Bernard HELLER KLÉPIERRE 2017 REGISTRATION DOCUMENT 131

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 3.3 Corporate financial statements as of December 31, 2017 3.3.1 Income statement In €k Notes 12/31/2017 12/31/2016 OPERATING REVENUE Lease income 35,069 25,529 > Rents 27,111 20,934 > Re-invoiced charges to tenants 7,958 4,595 Write-back of provisions (and depreciation and amortization) & expense transfers 8,456 10,171 Other income 1,415 1,217 TOTAL I 44,941 36,917 OPERATING EXPENSES Purchases and external expenses -21,741 -17,872 Taxes and related -3,957 -761 Salaries and wages -2,613 -2,804 Social benefits charges -2,854 -6,686 Allowances for amortizations and provisions > On fixed assets and deferred expenses: allowances for amortizations -8,714 -6,472 > On fixed assets: allowances for depreciation -2,567 -923 > On current assets: allowances for depreciation -748 -408 > For contingencies and losses: allowances for provisions -2,043 -4,014 Other expenses -1,020 -968 TOTAL II -46,257 -40,907 OPERATING INCOME (I+II) 5.1 -1,317 -3,990 SHARE OF INCOME FROM JOINT OPERATIONS 5.2 Profits applied or losses transferred III 123,481 125,680 Losses borne or profits transferred IV -10,906 -47,975 FINANCIAL INCOME 5.3.1 From Investments 269,797 452,806 From other marketable securities and receivables from fixed assets 0 0 Other interests and financial income 8,285 11,635 Reversal of provisions and transfer of charges 266,266 520,883 Foreign exchange gain 580 4,060 Net income from disposal of marketable securities 0 35 TOTAL V 544,928 989,420 FINANCIAL EXPENSES 5.3.2 Allowance for amortizations and depreciations -179,086 -244,393 Interest and similar expenses -202,497 -243,398 Foreign exchange loss -12,559 -52 Net expenses from disposal of marketable securities -8 0 TOTAL VI -394,150 -487,842 NET FINANCIAL INCOME (V+VI) 150,778 501,578 NET INCOME FROM ORDINARY OPERATIONS BEFORE TAX (I+II+III+IV+V+VI) 262,036 575,294 NON-RECURRING INCOME On management transactions 0 0 On capital transactions 22,087 436,869 Write-back of provisions and transfer of expenses 18,842 882 TOTAL VII 40,929 437,751 NON-RECURRING EXPENSES On management transactions 0 0 On capital transactions -51,359 -436,764 Allowances for depreciation and provisions 0 0 TOTAL VIII -51,359 -436,764 NON-RECURRING INCOME (VII-VIII) 5.4 -10,430 987 EMPLOYEE PROFIT-SHARING (IX) IX 0 0 CORPORATE INCOME TAX (X) 5.5 X 18,143 -729 TOTAL REVENUE (I+III+V+VII) 754,278 1,589,768 TOTAL EXPENSES (II+IV+VI+VIII+IX+X) -484,529 -1,014,217 NET INCOME 269,749 575,552 132 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 3.3.2 Balance sheet 3.3.2.1 Assets 12/31/2017 12/31/2016 Depreciation In €k Notes Gross and provisions Net Net FIXED ASSETS Intangible assets 3.1 206,220 206,220 0 0 Set-up costs - - - - Research and development costs - - - - Concessions, patents and similar rights 18,304 18,304 0 0 Goodwill 184,564 184,564 0 0 Intangible assets in progress 3,352 3,352 - - Tangible assets 3.1 435,864 121,550 314,314 233,379 Land 85,035 14,889 70,146 50,911 Buildings and fixtures 263,835 102,113 161,722 132,202 > Structures 140,829 49,086 91,743 80,041 > Facades, cladding and roofing 35,419 14,242 21,177 16,002 > General and technical installations 60,187 26,844 33,343 26,824 > Fittings 27,400 11,941 15,459 9,336 Technical installations, plant and equipment 19 19 1 1 Other 83,346 4,529 78,817 47,816 Tangible assets in progress 3,628 - 3,628 2,449 Advances and prepayments - - - - Financial assets 3.2 15,517,954 656,183 14,861,771 14,255,669 Investments 3.2.1 9,781,364 579,581 9,201,784 8,258,627 Loans to subsidiaries and related companies 3.2.2 5,339,818 76,424 5,263,394 5,951,873 Other long-term investments 179 179 - - Loans 3.3.1 28,160 - 28,160 26,821 Other 3.3.2 368,433 - 368,433 18,348 TOTAL I 16,160,038 983,954 15,176,084 14,489,047 CURRENT ASSETS Advances and prepayments on orders 13,624 - 13,624 7,766 Receivables 3.4 33,188 4,034 29,154 116,097 Trade accounts and notes receivable 10,543 4,034 6,508 8,856 Other 22,646 - 22,646 107,241 Marketable securities 3.5 204,580 - 204,580 54,780 Treasury shares 50,812 - 50,812 48,697 Other securities 153,768 - 153,768 6,083 Cash & cash equivalents 91,934 - 91,934 215,079 Prepaid expenses 3.6 53,216 - 53,216 65,254 TOTAL II 396,542 4,034 392,508 458,977 Deferred expenses (III) 3.6 21,731 - 21,731 22,433 Loan issue premiums (IV) 3.6 18,474 - 18,474 15,051 Currency translation adjustment - assets (V) 3.7 2,584 - 2,584 8,045 GRAND TOTAL (I+II+III+IV+V) 16,599,369 987,988 15,611,382 14,993,552 KLÉPIERRE 2017 REGISTRATION DOCUMENT 133

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 3.3.2.2 Liabilities In €k Notes 12/31/2017 12/31/2016 SHAREHOLDERS’ EQUITY 4.1 Share capital (of which paid-in 440,098) 440,098 440,098 Additional paid-in capital (from share issues, mergers and contributions) 5,650,010 5,650,010 Positive merger variance 197,952 197,952 Positive canceled share variance 18,557 18,557 Revaluation variances - - Legal reserve 44,010 44,010 Other reserves 168,055 168,055 Retained earnings 104,971 91,393 NET INCOME 269,749 575,552 Investment subsidies - - Regulated provisions - - TOTAL I 6,893,402 7,185,626 PROVISIONS FOR CONTINGENCIES AND LOSSES 4.2 44,021 82,589 Provision for contingencies 43,660 82,308 Provision for losses 361 281 TOTAL II 44,021 82,589 DEBTS FINANCIAL DEBTS 4.3 8,570,571 7,662,130 Other bonds 6,036,234 5,739,563 Loans and borrowings and debts from credit institutions 133,718 25,403 Other loans and borrowings 2,400,619 1,897,164 TRADE ACCOUNTS AND NOTES RECEIVABLE 279 166 TRADE PAYABLES 32,936 28,889 Trade payables and related accounts 4.4 28,643 26,505 Social and tax liabilities 4.5 4,293 2,384 OTHER PAYABLES 29,619 9,032 Payables to fixed asset suppliers 167 3,482 Other 4.6 29,451 5,550 PREPAID INCOME 4.7 16,214 22,805 TOTAL III 8,649,618 7,723,022 Currency translation adjustment - liabilities (IV) 4.8 24,341 2,315 GRAND TOTAL (I+II+III+IV) 15,611,382 14,993,552 134 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 3.3.3 Notes to the corporate financial statements NOTE 1 SIGNIFICANT EVENTS 136 NOTE 4 NOTES TO THE FINANCIAL STATEMENTS: 1.1 Changes in debt 136 BALANCE SHEET LIABILITIES 148 1.2 Internal restructuring 136 4.1 Shareholders’ equity 148 1.3 Payment of dividends 136 4.2 Provisions for contingencies and losses 148 1.4 Disposal of Charras real estate assets 4.3 Loans and borrowings 149 in Courbevoie 136 4.4 Trade and other payables 150 1.5 Share buyback program 136 4.5 Social and tax liabilities 150 1.6 Acquisition of equity investments 136 4.6 Other liabilities 150 4.7 Prepaid income 150 NOTE 2 ACCOUNTING PRINCIPLES 4.8 Currency translation adjustment – liabilities 150 AND MEASUREMENT METHODS 136 2.1 Application of accounting conventions 136 NOTE 5 NOTES TO THE FINANCIAL STATEMENTS: 2.2 Measurement methods 136 INCOME STATEMENT 150 2.3 Mergers and similar transactions 138 5.1 Operating income 150 2.4 Receivables, debts and cash and cash equivalents 138 5.2 Share of income from joint operations 150 2.5 Marketable securities 138 5.3 Net financial income 151 2.6 Deferred expenses: loan issue costs 138 5.4 Non-recurring income 152 2.7 New recognition rules for forward financial 5.5 Corporate income tax 152 instruments and hedge transactions 139 2.8 Translation adjustment (assets and liabilities) 140 NOTE 6 NOTES TO THE FINANCIAL STATEMENTS: 2.9 Operating income and expenses 140 OFF-BALANCE SHEET COMMITMENTS 153 2.10 Employee benefits 140 6.1 Mutual commitments relating to interest rate 2.11 The tax credit for competitiveness hedging instruments 153 and employment (CICE) 140 6.2 Others Commitments 153 2.12 Tax regime adopted by the Company 140 NOTE 7 ITEMS CONCERNING RELATED COMPANIES 155 NOTE 3 NOTES TO THE FINANCIAL STATEMENTS: BALANCE SHEET ASSETS 141 NOTE 8 OTHER DISCLOSURES 155 3.1 Intangible assets and property, plant 8.1 Automatic cash centralization 155 and equipment 141 8.2 Employees 155 3.2 Financial assets 143 8.3 Loans and guarantees granted and set up 3.3 Other fixed assets 146 for corporate officers and Supervisory Board 3.4 Trade and other receivables 146 members 155 3.5 Marketable securities and treasury shares 147 8.4 Compensations paid to corporate officers 3.6 Prepaid expenses and deferred expenses 147 and to Supervisory Board members 155 3.7 Translation adjustment for assets 147 8.5 Post-balance sheet date events 155 NOTE 9 CONSOLIDATION INFORMATION 155 KLÉPIERRE 2017 REGISTRATION DOCUMENT 135

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 Note 1 Significant events 1.1 Changes in debt A technical loss of €557.8 million was recognized following the Corio SAS merger. This amount corresponds to the difference between the Klépierre raised circa €1.4 billion of new financing in both the bond transferred carrying net asset value of Corio SAS of €197.4 million and and the banking markets. These transactions mainly aimed at both the net book value of Corio SAS equities in the records of Klépierre SA replacing former debts which fell due during the first half and financing canceled for €755.2 million. This technical loss, justified by unrealized future development needs. They are detailed below: capital gains, was allocated in long-term financial investments for an In February 2017, Klépierre issued €500 million worth of new long-term amount of €526.7 million and in the accounts to tangible assets for notes (10 years) bearing a 1.375% coupon. Shortly after, this issuance an amount of €31.0 million. was complemented by a €100 million tap. This issuance allowed to cover the repayment of €615 million of 4% notes maturing in April 2017. 1.3 Payment of dividends In April 2017, Klépierre signed two revolving credit facilities (five years) On April 18, 2017, the shareholders’ meeting approved the payout for an aggregate amount of €200 million. Simultaneously, €200 million of a €1.82 per share dividend in respect of the 2016 fiscal year, and of more expensive and shorter lines was cancelled. In the meantime, proposed a cash payment. Cash dividend paid by Klépierre in 2017 agreements were found with two banks in order to extend €175 million totaled €562 million (excluding dividends for treasury shares). of undrawn facilities to 2022. At the end of June 2017, Klépierre received banking syndicate 1.4 Disposal of Charras real estate assets approval to extend the €850 million syndicated revolving credit facility in Courbevoie signed last year for an additional year. The new final maturity on this line is now July 2022. The Charras shopping centre located in Courbevoie was sold on In December 2017, Klépierre issued €500 million in new 15-year bonds. January 31, 2017 for a sale price of €13.7 million. The coupon was set at 1.625%. This issue covers the refinancing of the bond issue maturing in January 2018 for €291 million. 1.5 Share buyback program Klépierre also partially repurchased three existing bonds maturing On March 13, 2017, Klépierre announced a share buy-back program of in September 2019, February 2021 and March 2021 for a total of its shares up to an aggregate amount of €500 million. All repurchased €97 million. shares will be cancelled. At December 31, 2017, the number of shares 1.2 Internal restructuring repurchased was 9,761,424 for €350.0 million excluding fees and taxes. On March 13, 2017, Klépierre SA completed the merger with Corio SAS, 1.6 Acquisition of equity investments in order to enhance Group legal structure. On May 22, 2017, Klépierre acquired the shares of Nueva Condo The merger was carried out on the basis of net book values with Murcia, a company holding the assets of Nueva Condomina for retroactive accounting and tax effects as of January 1, 2017. €124.1 million. From tax perspective, this merger was completed under the On December 2017, Klépierre acquired the shares of Principe Pio preferential treatment for mergers provided in Articles 208-C and Gestion SA held by Corio Real Estate SL for €180 million and the 210-A of the French General Tax Code (corporate income tax). shares of Klécar Foncier España SLU held by Klécar Foncier Iberica SLU for €192.7 million. Note 2 Accounting principles and measurement methods 2.1 Application of accounting conventions 2.2 Measurement methods The corporate financial statements for the period ended December 31, 2.2.1 Fixed assets 2017, have been prepared in accordance with the general chart of accounts. Property, plant and equipment and intangible assets are recognized General accounting conventions have been applied in compliance with as assets when all the following conditions are met: the following principles: > it is probable that future economic benefit associated with the item > prudence; will flow to the entity; > independence of fiscal years; > their cost or value can be measured reliably. > compliance with the general rules applying to the preparation and At the recognition date, asset values are measured either at their cost presentation of corporate financial statements, and on the basis of acquisition or their cost of construction. of going concern. Financial interest relating specifically to development of fixed assets No changes were made to methods or estimations during the fiscal is included in their acquisition cost. year, except for the first application of the new rules for the recognition on financial instruments and hedge transactions (see notes 2.7 and 2.8 below). 136 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 2.2.2 Mergers goodwill (technical loss) accounting 2.2.3 Property, plant and equipment principles Recognized as a result of mergers or transfers of all assets and Definition and recognition of components liabilities measured at their book value, a technical, or “false”, loss Based on Fédération des Sociétés Immobilières et Foncières (French arises when the net value of the acquired company’s shares as stated Federation of Property Companies) recommendations concerning in the assets of the acquiring company exceeds the net book asset components and useful life, the component method is applied as contributed. follows: To determine whether the merger loss is “true” or “false”, it must be > for properties developed by the companies themselves, assets compared to the unrealized capital gains on assets recognized or not are classified by component type and measured at their realizable in the accounts of the acquired company less liabilities not recognized value; in the accounts of the acquired company where recognition is > where investment properties are held in the portfolio (sometimes not mandatory (e.g., pensions accruals, deferred tax liabilities) for long periods), components were identified depending the (Article 745-4 of the French General Accounting Code). type of assets: business premises, shopping centers, offices and Technical losses were presented under “Goodwill” until December 31, 2015. residential properties. Merger losses are accounted in accordance with the Regulation 2015- Four components have been identified for each of these asset types 06 (approved as of December 4, 2015). (in addition to land): Allocation of technical losses > structures; Pursuant to Article 745-5 of the French General Accounting Code, > facades, cladding and roofing; as of transaction date, the entity allocates the technical losses to the > general and technical installations (GTI); relevant transferred assets and recognized in the accounts of the > fittings. acquired entity: > firstly, to the identifiable assets transferred when the unrealized When applying regulations 2004-06 and 2002-10, investment capital gain can be reliably estimated; properties has been split by components using the following percentages (according to FSIF template): > the remainder (if any) is allocated to the goodwill related to the acquired company. Shopping centers Depreciable life Components properties (Straight Line) The underlying assets transferred may be comprised of intangible assets, property, plant and equipment, financial assets or current Structures 50% 35 to 50 years assets. Facades 15% 25 years GTI 25% 20 years Amortization of technical losses Fittings 10% 10 to 15 years Technical losses follow the same accounting treatment as the underlying asset to which they are allocated (Article 745-7 of the All component figures are based on assumed “as new” values. The French General Accounting Code). As a result: Company has therefore calculated the proportions of the fittings, technical installations and facade components on the basis of the > if the asset is amortized: the allocated technical losses must be periods shown in the table applied since the date of construction or depreciated at the same rate, namely over the remaining useful most recent major renovation of the property asset concerned. The life of this asset starting the merger date; proportion for structures is calculated on the basis of the proportions > on the other hand, if the asset is not amortized: no amortization previously identified for the other components. charge is recorded for the allocated technical losses. In accordance with the recommendations of the Fédération des Sociétés Immobilières et Foncières (French Federation of Property Impairment of technical losses Companies), the depreciable lives have been determined in such a As the technical losses are allocated for accounting purposes to the way as to obtain a zero residual value on maturity of the depreciation underlying assets transferred: schedule. > they must be included in the net book value of these assets for Depreciation is calculated on the basis of the useful lifespan of each impairment testing; component. > they must be impaired when the present value of the underlying The maintenance expenses involved in multi-year capital repairs asset falls below its net book value, plus the share of the losses programs or major refurbishments governed by legislation, regulations allocated. The impairment is set against the technical losses first. or the standard practices of the entity concerned must be recognized from the outset as distinct asset components, unless a provision has been recognized for capital repairs or major refurbishments. This convention is intended to cover those maintenance expenses whose sole purpose is to verify the condition and serviceability of installations and to carry out maintenance to such installations without extending their working life beyond that initially intended, subject to compliance with the applicable accounting recognition conditions. KLÉPIERRE 2017 REGISTRATION DOCUMENT 137

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 Principles of asset impairment 2.3 Mergers and similar transactions At each balance sheet and interim reporting date, the Company CNC recommendation 2004-01 of March 25, 2004, as approved on carries out an appraisal to determine any indication that an asset May 4, 2004, by the Comité de réglementation comptable (CRC), relating could have suffered a significant loss in value (Article 214-16 of the to the treatment of mergers and similar transactions states the rule French General Accounting Code). regarding positive or negative variances in respect of canceled shares. An asset is impaired when its actual value falls below its net book The accounting treatment for technical merger losses was changed by value. The actual value is the market value (appraised value excluding Regulation 2015-06 (approved by order of December 4, 2015). taxes on the balance sheet date) or the value in use (Article 214-1 of the French General Accounting Code), whichever is the higher. Negative variance The market value of the asset is determined by independent appraisers, A negative variance arising from these transactions must be treated with the exception of those assets acquired less than six months earlier, in the same way as a negative merger goodwill: whose market value is estimated as the cost of acquisition. > recognition of technical losses on the basis of the nature of the However, given the fact that these appraisals are, by their nature, underlying asset in a special account: intangible asset, property, estimates, it is possible that the amount realized on the disposal of some plant and equipment, financial asset, current asset; real estate assets will differ from the appraised value of those assets, even > recognition of the balance of the negative variance in financial where such disposal occurs within a few months of the balance sheet date. expenses. Assets covered by a contract of sale (mandat de vente) are appraised at their selling price net of exit expenses. Positive variance 2.2.4 Long-term financial investments The positive variance from these transactions must be treated in the same way as a positive merger variance. Any positive variance in the Equity investments are recognized at their cost of acquisition. percentage of earnings accumulated by the merged entity (since At year end, provisions for impairment of investments are booked the acquisition of the acquired company’s equity by the acquiring when inventory value is less than their carrying net value. The company) remaining undistributed must be shown in the financial inventory value of equities is equivalent to their value of utility, as income of the acquiring company. Any residual balance is recognized calculated to take into account the net asset value and the future as shareholders’ equity. cash flows. The net asset value of real estate companies is estimated on the 2.4 Receivables, debts and cash basis of external appraisals conducted by independent real estate and cash equivalents appraisers except for the assets under promise. Receivables, debts and cash and cash equivalents have been Management Company shares are valued at each fiscal year end by measured at par value. an independent appraiser. Trade receivables are estimated individually at each balance sheet Treasury shares acquired for the purpose of transfer to a vendor as date and interim reporting date, and a provision entered wherever part of an external growth transaction are depreciated if the average there is a perceived risk of non-recovery. stock market price for the last month of the fiscal year is lower than the acquisition value. 2.5 Marketable securities 2.2.5 Acquisition cost of fixed assets Marketable securities are recognized at their cost of acquisition net Transfer duties, fees, commissions and legal expenses are included in of provisions. the capitalized cost of the intangible and tangible assets (Articles 213-8 Provisions for impairment of treasury shares are taken when their and 213-22 of the French General Accounting Code). inventory value based on the average stock market price for the last The Company has exercised the option of recognizing the acquisition month of the fiscal year is lower than their existing book value. cost of long-term financial investments as expenses. Provisions are made under liabilities for stocks granted to employees as soon as it becomes probable that the stock options will be exercised 2.2.6 Eviction costs (continued service and performance conditions met and stocks likely to be exercised). The provision is recognized if the average purchase When a lessor terminates a lease prior to the expiration date, he must price exceeds the purchase price offered to employees. pay eviction compensation to the lessee. Where eviction compensation is paid as a result of major renovation 2.6 Deferred expenses: loan issue costs or reconstruction work on a property requiring the prior removal of tenants, the cost is included in total renovation costs. Expenditure that does not meet the combined criteria applying to Expenditure that does not meet the combined criteria applying to the the definition and recognition of assets must be recognized as an definition and recognition of assets and which cannot be allocated to expense. It is no longer possible to amortize these costs over several acquisition or production costs is recognized as an expense: eviction periods. costs paid to tenants during commercial restructuring is recognized CNC recommendation 2004-15 on assets dated June 23, 2004 does as an expense for the fiscal year. not apply to financial instruments and related expenditure, such as loan issue costs, insurance premiums and loan repayment premiums. 2.2.7 Marketing expenses Bond insurance costs and the commissions and fees relating to bank Marketing, re-marketing and renewal fees are recognized as expenses loans are spread over the full loan period. for the fiscal year. 138 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 2.7 New recognition rules for forward financial The hedge result follows the same classification as that of the hedged instruments and hedge transactions element and is therefore presented (PCG Art. 628-11): The principles of hedge accounting are stated by the French Chart > in the same item as that of the hedged element; of Accounts, the PCG (Art. 628-6 to 628-17 newly introduced by ANC > or otherwise sub-accounts are created for this purpose in the same regulation No. 2015-05 relating to forward financial instruments and income statement heading (operating, finance). hedge transactions). They apply to all hedges regardless of their Hedging costs (options premiums, upfront fees and other) are nature. recognized at the choice of the Company, by either staggering The application of ANC regulation No. 2015-05 is required for all them in the income statement over the hedge period, or deferring financial years started on or after January 1, 2017. and recording them as matching entries to the result of the hedged According to the PCG (Art. 628-6), a hedge transaction entails element. bringing together a hedged element and a hedging instrument for the The value in use of a foreign investment is classified as hedging at the purpose of reducing the risk of the unfavorable impact of the hedge equivalent of its carrying amount in foreign currency. exposure on the entity’s income, cash flows or shareholders’ equity. Hedging effects are taken into account in the calculation of impairment Hedge accounting is not optional (PCG, art. 628-11 and presentation losses on securities. note of ANC regulation 2015-05 §2.3). In the context of the first-time application of the new rules at Any transaction identified as a management hedge must be qualified January 1, 2017, relating to forward financial instruments on hedge as an accounting hedge, unless the qualification criteria of this transactions, the Company opted for the following elements: Regulation are not met. > classification in income in the heading in the sub-accounts created A transaction that does not (or no longer) qualify for hedge accounting for this purpose; follows the accounting treatment of an unhedged transaction, i. e. an > the hedging costs are staggered in the income statement over the isolated open position. period of the hedged element; If a hedging transaction has a notional amount greater than that of the > expenses or income on foreign exchange derivatives arranged hedged item, the hedging surplus is dequalified prospectively from the in connection with the hedging of foreign currency loans are date on which this over-hedging is confirmed. staggered over the hedging period to match the hedged element. The transactions for which the Company cannot fulfill the hedging As part of the implementation of the new hedge accounting rules, criteria defined above are considered as isolated open positions the value in use of the Turkish centers held by the foreign subsidiary (Art. 628-18). Akmerkez was classified as a hedged item. Impacts of the first-time application of the regulation The value in use, measured in dollars, is hedged by currency swaps on forward financial instruments in the same currency, and the positive exchange rate effect of €15.5 million was recorded in account 4787 “Valuation differences on The new rules must be applied retrospectively, i. e. as if they had cash instruments - Liabilities”, which has been taken into account always been applied. However, undertakings are authorised to limit in the calculation of the impairment loss on Akmerkez’ investments. their retrospective amendments only to transactions existing on the date of first application of the Regulation. Accounting treatment of transactions in isolated Concerning existing transactions, only hedging relationships through open position which three conditions are fulfilled on the date of the first-time Unwound losses and gains are the losses and gains realized at application are restated: maturity of the contract or while unwinding the Company’s position > the hedged element still exists; on the market. They are definitively acquired by the Company and > the hedge instrument still exists; are immediately booked: > the hedging relationship can be documented. > losses realized on account 666 “Financial exchange losses” (PCG, Art. 946-66); Accounting treatment of hedge transactions > losses realized on account 766 “Financial exchange gains” (PCG, Art. 947-76). Losses and gains realized on hedge transactions are recognized in Unrealized gains and losses correspond to fluctuations of the profit or loss to match the recognition method of gains and expenses instrument’s value. They are not definitively acquired, as the Company on this element. remains exposed to a trend reversal on the market for as long as the Expenses and gains on forward financial instruments (swaps) entered position is not unwound. into for the purpose of hedging the Company’s risk exposure to Value fluctuations are recorded in the balance sheet against the interest rate fluctuations are recognized in profit or loss at the same following transitory accounts: rate as the interest expense on the hedged debt. Fluctuations in the balance sheet value of unrealized gains and losses > under balance sheet assets for fluctuations that correspond to an on hedge transactions are not recognized in the balance sheet unless unrealized loss, in account 4786 “Evaluation difference on cash the recognition of these fluctuations allows a matching treatment with instruments – Asset”; the hedged element. > under balance sheet liabilities for fluctuations that correspond to Unrealized losses and gains on the hedge instruments arising as a an unrealized gain, in account 4787 “Evaluation difference on cash result of the difference between the market value of agreements instruments – Liability”; estimated at the end of the year and their par value are not recognized. > the counter entry is recorded in account 52 “Cash instruments”. KLÉPIERRE 2017 REGISTRATION DOCUMENT 139

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 By application of the prudence principle, unrealized gains are not allocated to the terminated lease and credited to income for the recognized in income (PCG Art. 628-18), regardless of the market on period in which it is recognized. which the instrument is traded. Unrealized losses lead to the establishment of a provision in 2.10 Employee benefits financial income to cover the amount of this unrealized capital loss in accounts 1516 “Provisions for losses on contracts” by debiting There are two types of plans: account 6865 “Allowances to financial provisions”. > defined contribution pension plans; In the context of the first-time application of the new rules at > defined benefit pension plans grouping long-term benefits and January 1, 2017 relating to forward financial instruments on post-employment benefits. transactions in isolated open positions, the Company has therefore reviewed the portfolio of financial instruments with a view to their In accordance with Recommendation No. 2013-02 of November 7, 2013 qualification. the pension commitments have been provisioned in full (preferred The application of these new rules on financial impacts has no impact method) in order to comply with the new disposals of the revised on shareholders’ equity due to a change of method. IAS 19 standard. The over-hedging on foreign exchange swaps covering the Turkish Under this method commitments are valued according to the same centers qualifies as an isolated open position, the foreign exchange disposals as recommended by the revised IAS 19 standard. gain was recognised in profit or loss in account 766. 2.11 The tax credit for competitiveness 2.8 Translation adjustment (assets and liabilities) and employment (CICE) Receivables and debts in foreign currencies are translated and The 3rd Amending Finance Law 2012 set up the CICE starting recognized in local currency based on the Banque de France’s last January 1, 2013, with the following main characteristics: exchange rate. > a 4% (6% for 2014) tax credit calculated per calendar year based When the application of the translation rate on the balance sheet date on compensation less than or equal to 2.5 SMIC paid starting causes the amounts in local currency previously recognized to be January 1, 2013; modified, the translation differences are recorded under translation > unless it is applied to taxes due, the credit will be reimbursable difference – assets, and translation difference – liabilities. within three years. Unrealized gains are not recognized in income but are recorded under The French 2017 Finance Law No. 2016-1917 Art. 72 set the rate at 7% balance sheet liabilities. In contrast, a provision for risks is recognized for fiscal year 2017. for unrealized losses. The CICE is recognized as an employee expense deduction. The regulations related to these receivables and debts are compared with the original historical values and result in the recognition of Klépierre benefits from the competitiveness tax credit stemming from foreign exchange gains and losses without set-off. its tax transparent subsidiary Klépierre management. The new rules on the financial instruments of transactions in isolated 2.12 Tax regime adopted by the Company open positions have led to the presentation of changes in unrealized gains and losses presented to accounts 4786 “Evaluation difference Following its option to apply the regime provided for by Article 11 of on cash instruments – Asset” and 4787 “Evaluation difference on cash the Finance Law of December 30, 2002, Klépierre SA is exempted instruments – Liability” (see note 2.7). from corporate income tax and hence shall follow the three following 2.9 Operating income and expenses distribution requirements: > distribution of 95% of profits from building lease transactions prior Rental income is recognized on a straight-line basis over the full to the end of the financial year following the year in which they duration of the lease agreement, building expenses are re-billed to were made; clients on payment, and interest is entered on receipt or payment. > distribution of 60% of capital gains made on disposals of buildings, At the end of the fiscal year, gains and expenses are adjusted by equity investments in companies covered by the provisions of the addition of accrued amounts not yet due and the subtraction of Article 8 of the French Tax Code (tax transparency) which purpose pre-posted non-accrued amounts. is identical to the one of a SIIC or stocks in subsidiaries subject to Accruals for building expenses are recognized as payables in corporate income tax, where such companies have elected to the “Suppliers – invoices to be received”. SIIC regime prior to the end of the second financial year following the year in which the gains were made; 2.9.1 Leases > distribution of all dividends received from subsidiaries electing to Rental income is recognized on a straight-line basis throughout the the SIIC regime during the fiscal year following the year in which full period of the lease. the dividends were received. Stepped rents and rent-free periods are recognized every fiscal year Taxable and exempted income are determined in accordance with by spreading the resulting increase or decrease in rental income over current and applicable legislation: the reference period. > direct allocation of expenses and income, wherever possible; The reference period adopted is the first firm lease term. > allocation of general expenses pro rata to the income of both sectors; 2.9.2 Early termination indemnities > allocation of financial expenses pro rata to the gross fixed assets Tenants who terminate their leases prior to the contractual expiration of both sectors. date are liable to pay early termination penalties. This revenue is 140 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 Note 3 Notes to the financial statements: balance sheet assets 3.1 Intangible assets and property, plant and equipment 3.1.1 Gross fixed assets Acquisitions, Reductions new by disposals, Gross values businesses and retirement Inter-item Gross values In €k at 12/31/2016 contributions of assets transfers Merger at 12/31/2017 INTANGIBLE ASSETS Set-up costs - - - - - - Other intangible assets 206,220 - - - - 206,220 > Technical loss (goodwill) 184,564 - - - - 184,564 > Other 21,656 - - - - 21,656 Total 206,220 - - - - 206,220 TANGIBLE ASSETS - NET VALUE Land 53,338 - -5,775 - 37,472 85,035 Structures 107,933 - -8,434 -1,465 42,794 140,828 Facades, cladding and roofing 22,883 - -2,782 14 15,304 35,419 General and Technical Installations 39,380 - -5,978 -448 27,233 60,187 Fittings 15,173 - -2,283 4,697 9,814 27,401 Construction and fittings in progress 2,449 3,978 - -2,798 - 3,629 Other property, plant and equipment 52,319 - - - 31,046 83,365 > Goodwill on land 47,800 - - - 28,647 76,447 > Goodwill on structures - - - - 2,399 2,399 > Other 4,519 - - - - 4,519 Total 293,475 3,978 -25,252 - 163,663 435,864 TOTAL GROSS FIXED ASSETS 499,695 3,978 -25,252 - 163,663 642 084 Details of goodwill on land and structures Underlying assets transferred in the merger Transactions Date or transfer of assets and liabilities Gross value Allowances Write-backs Net value Merger Centre Jaude 06/08/2015 Real estate asset (Centre Jaude shopping center) 46,342 46,342 Merger Carré Jaude 2 07/31/2015 Real estate asset (Carré Jaude 2 shopping center) 1,459 1,459 Merger Corio SAS 03/13/2017 Real estate asset (Caen Côte de Nacre shopping center) 27,083 27,083 Merger Corio SAS 03/13/2017 Real estate asset (Saint-Étienne – Centre Deux shopping center) 3,963 3,963 TOTAL 78,847 - - 78,847 The other intangible fixed assets correspond mainly to the unallocated Furthermore, the technical loss from this merger was allocated, part of the technical loss from the merger of Corio NV for a gross book according to the rules indicated in note 2.2.2, in “Other property, plant value of €184.6 million. This technical loss was fully impaired at the and equipment” to the following assets: end of fiscal year 2015. > €27.1 million to real estate asset Caen Côte de Nacre; The change in tangible assets related to merger corresponds to the > €4 million to real estate asset Saint-Étienne – Centre Deux. transfer of assets from CORIO SAS. Now Klépierre SA directly holds the following assets: Decreases through disposals mainly correspond to the disposal of > Orgeval; the Charras building for €24 million and the disposal of a plot of land situated at Vannes for €1.2 million. > Caen Côte de Nacre; The “Construction and fittings in progress” item mainly corresponds > Lot in Saint-Étienne – Centre Deux; to investment expenses linked to the renovation of the Jaude center. > Courbevoie Charras; > Marseille Grand Littoral; > Lots in Metz Saint-Jacques. KLÉPIERRE 2017 REGISTRATION DOCUMENT 141

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 3.1.2 Depreciations and amortizations Amortizations Other Amortizations In €k at 12/31/2016 Allowances Disposals movements Merger at 12/31/2017 INTANGIBLE ASSETS Set-up costs - - - - - - Other intangible assets 206,220 - - - - 206,220 > Technical loss (goodwill) 184,564 - - - - 184,564 > Other 21,656 - - - - 21,656 Total 206,220 - - - - 206,220 TANGIBLE ASSETS - NET VALUE Structures 27,893 2,981 -1,506 - 15,650 45,018 Facades, cladding and roofing 6,881 1,270 -1,058 - 7,149 14,242 General and technical Installations 12,556 2,528 -2,547 - 14,307 26,844 Fittings 5,837 1,590 -1,189 - 5,704 11,942 Other property, plant and equipment 4,504 44 - - - 4,548 > Goodwill on land - - - - - - > Goodwill on structures - 44 - - - 44 > Other 4,504 - - - - 4,504 Total 57,670 8,413 -6,300 - 42,810 102,594 TOTAL AMORTIZATIONS 263,890 8,413 -6,300 - 42,810 308,814 Depreciations Other Depreciations In €k at 12/31/2016 Allowances Disposals movements Merger at 12/31/2017 TANGIBLE ASSETS Land 2,427 401 -6,747 - 18,808 14,889 Structures - 2,166 -40 - 1,941 4,067 TOTAL DEPRECIATIONS 2,427 2,567 -6,787 - 20,749 18,956 TOTAL AMORTIZATIONS AND DEPRECIATIONS 266,317 10,980 -13,087 - 63,559 327,770 In 2017, the changes in depreciations are mainly explained by The change in the year related to the merger column corresponds the additional impairments of Metz Saint-Jacques buildings for to the depreciation of buildings resulting from the Corio SAS merger. €2.2 million and Vannes for €0.4 million, as well as a disposal of €4.2 million on the Charras building following its disposal. 3.1.3 Net fixed assets Net values Net increases Net reduction Inter-item Net values In €k at 12/31/2016 in allowances in write-backs transfers Merger at 12/31/2017 INTANGIBLE ASSETS Set-up costs - - - - - - Other intangible assets - - - - - - > Technical loss (goodwill) - - - - - - > Other - - - - - - Total - - - - - - TANGIBLE ASSETS - NET VALUE Land 50,911 -401 972 - 18,664 70,146 Structures 80,040 -5,147 -6,888 -1,465 25,203 91,743 Facades, cladding and roofing 16,002 -1,270 -1,724 14 8,155 21,177 General and Technical Installations 26,824 -2,528 -3,431 -448 12,926 33,343 Fittings 9,336 -1,590 -1,094 4,697 4,110 15,459 Construction and fittings in progress 2,449 3,978 - -2,798 - 3,629 Other property, plant and equipment 47,815 -44 - - 31,046 78,817 > Goodwill on land 47,800 - - - 28,647 76,447 > Goodwill on structures - -44 - - 2,399 2,355 > Other 15 - - - - 15 Total 233,377 -7,002 -12,165 - 100,104 314,314 TOTAL NET FIXED ASSETS 233,377 -7,002 -12,165 - 100,104 314,314 142 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 3.2 Financial assets > the recapitalization of subsidiaries mainly performed through the offsetting of advances receivables on the following companies: 3.2.1 Equity investments — Klépierre Nordica BV for €317.6 million by contribution in kind of advances held on Storm Holding Norway AS, In €k — SC Nueva Condo Murcia S.L.U for €50 million, Gross equity investments on opening 8,843,536 — Corio Italia Srl for €24.7 million, Acquisitions of equities 1,193,673 — Corio Real Estate RL for €22.7 million. > received in payment for contributions of buildings or shares to subsidiaries - The “Decrease in equities” item mainly includes: > purchases, capital increase and contributions 1,193,673 Decrease in equities -27,353 > the premium distributions and capital reductions of the following > Decreases, capital reductions and contributions -27,353 companies: Disposals and transfers of equities -755,225 — La Plaine du Moulin à Vent SCI for €21.9 million, > retirement of shares -755,221 > sales of shares -4 — Portes de Claye SCI for €5.5 million. Allocation of technical losses 526,733 The “Disposals and transfers of equities” item mainly includes: Gross equity investments on closing 9,781,364 > the cancellation of equities following the merger into Klépierre SA of Corio SAS for €755.2 million; The “Acquisitions of equities” item mainly includes: > the cancellation of equities following the liquidation of La Plaine > €281.6 million accounting book value of equities acquired through du Moulin à Vent SCI for €0.05 million. Corio SAS merger; The merger loss has been allocated to the underlying assets on the > acquisitions of the following securities: basis of the existing reliable capital gains as at January 1, 2017. The — Klécar Foncier España S.L.U for €192.7 million, technical loss from the Corio SAS merger has been allocated to the equities of former Corio SAS companies for €526.7 million in the — Principe Pio SA for €180 million, “Allocation of technical losses” item. — SC Nueva Condo Murcia S.L.U for €124 million; Provisions Provisions Provisions In €k at 12/31/2016 Allowances Write-backs Mergers at 12/31/2017 Financial assets Investments 584,909 95,502 -211,643 110,813 579,581 TOTAL PROVISIONS 584,909 95,502 -211,643 110,813 579,581 Changes in the item “Provisions for investments” are mainly due to: > write-backs ovf impaired shares of: > impairment of shares of: — Klépierre Nederland BV for €178.7 million, — Akmerkez Gayrimenkul for €37.6 million, — Corio Real Estate for €25.4 million, — Klépierre Grand Littoral SAS for €25.8 million, — Klépierre Management Espagne for €3.4 million, — Klé Projet 1 SAS for €7.4 million, — Klépierre Koln Holding for €2.2 million, — Centre Bourse SNC for €7.0 million, — Klépierre Creteil SA for €1.9 million. — Klépierre Berlin for €6.2 million; KLÉPIERRE 2017 REGISTRATION DOCUMENT 143

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 Financial information on subsidiaries and investments Shareholders equity other Financial information on subsidiaries than share Guarantees Loans and and investments Share capital & net % of Net income Pre-tax Gross book Net book and sureties advances Dividends In €k capital income interest at year end revenues value value given granted received 1. SUBSIDIARIES OWNED BY MORE THAN 50% Ayam SNC 3 - 90 491 - 8,029 8,029 - 1,957 - Bègles d’Arcins SCS 26,679 18,820 52 9,035 21,204 44,991 44,991 - 45,108 - Bègles Papin SNC 765 6,871 100 707 1,494 7,636 7,636 - 3,483 - Bresta I BV 23 20,885 100 3 - 21,088 20,911 - - - Caetoile SNC 3 60,865 90 6,028 10,347 152,582 152,582 - 5,539 5,614 Capucine BV 39,494 256,421 100 78,462 - 503,979 503,979 - 174,786 - Cécoville SAS 3,286 256,105 100 11,662 37,332 256,588 256,588 - 20,000 7,896 Centre Bourse SNC 3,813 - 100 338 3,963 47,419 32,068 - 20,586 - Centre Deux SNC 3 31,675 90 2,859 7,842 82,913 82,229 - - 2,967 Combault SNC 778 6,984 100 922 1,949 7,762 7,762 - 2,425 - Corio et Cie 503 10,128 100 1,469 - 40,205 40,205 - - 1,469 Corio Belegingen I BV 18 2,325 100 -16 - 2,348 2,327 - - - Corio Italia SRL 62,390 -15,451 100 -15,148 - 986,800 986,800 - 754,176 - Corio Real Estate SL 54,437 -124,665 100 133,252 20,460 262,059 191,299 - 104,282 - Dense SNC 3 19,284 90 1,653 6,348 83,010 83,010 - 14,572 2,176 Financière Corio SAS 3 - 100 -489 - 1,200 - - 40,675 2,697 Foncière de Louvain-la-Neuve SA 12,062 -28,734 100 2,615 - 12,061 12,061 - 49,460 - Galerie du Livre SAS 76 1,986 100 102 166 6,309 6,309 - - 173 Galeria Commerciale Klépierre SRL 1,560 39,301 100 1,164 4,678 41,052 41,052 - 2,800 - Galeries Drancéennes SNC 4 600 100 1,501 3,753 58,341 28,698 - 9,239 - Havre Colbert SNC 80 9,947 100 645 1,464 10,026 10,026 - 3,011 - Holding Gondomar 1 SAS 5,085 24,358 100 2,446 6,117 64,739 64,739 - 5,903 1,642 Holding Gondomar 3 SAS 835 6,432 100 541 - 8,021 8,021 - - 496 KLE 1 SAS 8,248 20,625 100 9,489 171 82,154 82,154 - - 10,016 Klecab SCI 450 1,350 100 107 440 1,800 1,800 - 1,492 - Klé Projet 1 SAS 3,754 25,163 100 -5,070 2,389 37,201 29,785 - 12,681 - Kleber Odysseum SCI 743 77,273 100 4,275 - 78,016 78,016 - 39,910 - Klécar Europe Sud SCS 292,107 -214 83 -2,147 - 242,449 242,449 - - - Klécar foncier Espana 250 57,709 100 4,599 12,228 192,735 192,735 8,760 - - Klécar France SNC 465,820 - 83 44,365 2,555 565,229 565,229 - - - Klécar Participations Italie SAS 20,456 2,058 83 4,122 - 17,587 17,587 - 50,850 1,045 Kléfin Italia SPA 15,450 74,206 100 -7,157 - 125,625 125,625 - 285,549 - Klémurs SCA 139,333 166,404 100 23,274 31,992 327,259 327,259 - - 9,335 Klépierre Alpes SAS 153 46,026 100 8,067 20,444 232,597 232,597 - 78,591 8,480 Klépierre Berlin GmbH 25 143,207 95 2,571 16,126 122,199 116,047 - 200,327 - Klépierre Berlin leasing GbmH 25 -1,144 100 -5,257 1,252 4,447 - - 13,644 - Klépierre Conseil SAS 1,108 5,214 100 330 1,163 7,934 7,934 - 1,276 - Klépierre Créteil SCI 21,073 17,768 100 1,931 5,330 75,624 43,705 - 25,072 - Klépierre Échirolles SNC 3 -641 100 -909 248 6,566 6,566 - 8,374 - Klépierre Grand Littoral SAS 8,427 -3,165 100 -70,829 19,704 130,008 - - 36,882 - Klépierre Finance SAS 38 4 100 -12 187 38 - - - 482 Klépierre Management Ceska Republica SRO 117 185 100 470 3,141 10,500 10,500 - - 604 Klépierre Management Deutschland GmbH 25 -12,212 100 74 9,853 25 - - - - Klépierre Management España SL 472 1,361 100 1,118 11,805 37,862 37,862 582 - - Klépierre Management Hellas SA 24 -7 100 -336 72 1,504 - - - - Klépierre Management Magyarorszag KFT 10 324 100 143 2,193 7,900 7,900 - - 646 Klépierre Management Polska SPZ0O 12 1,143 100 457 3,636 10,900 10,900 - - 264 Klépierre Management Portugal SPA 200 676 100 486 3,013 16,965 10,955 - - - Klépierre Management SNC 1,682 11,131 100 -4,744 99,157 136,473 136,473 1,895 - - Klépierre Massalia SAS 10,864 -199 100 -71 - 13,208 10,829 - 1,364 - 144 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 Shareholders equity other Financial information on subsidiaries than share Guarantees Loans and and investments Share capital & net % of Net income Pre-tax Gross book Net book and sureties advances Dividends In €k capital income interest at year end revenues value value given granted received Klépierre Nederland BV 136,182 1,463,693 100 -5,590 130 1,888,564 1,806,274 350,000 273,941 - Klépierre Nordica BV 377,640 297,175 100 -685 - 675,657 675,657 - 19,950 - Klépierre Plenilunio Socimi SA 5,000 -26,432 100 4,642 21,533 169,985 169,985 - 142,870 - Klépierre Procurement International SNC 10 - 100 2,596 6,346 10 10 - 3,615 - Klépierre Trading KFT 161 1,044 100 180 422 199 199 - - 969 Klépierre Vallecas 60 2,590 100 9,502 21,561 181,900 181,900 - 173,200 9,036 Klé Start SAS 5 - 100 -50 - 5 5 - 400 - Les Portes de Chevreuse SNC 2 -17,081 99 -293 - - - - 16,639 - LP 7 SAS 45 -30 100 -15 - 261 261 - 7 - Maya SNC 3 0 90 1,662 - 33,596 33,596 - 3,267 - Mob 0 -1,350 100 -21 116 4,104 4,104 - - - Nancy Bonsecours SCI 3,054 3,053 100 -81 - 6,565 5,816 - 1,835 - Newton SNC 3 -17,090 100 12,090 49 3 - - 5,540 - Nueva Condo Murcia SLU 6,949 106,381 100 4,513 15,983 174,068 174,068 - 45,645 - Paris Immobilier SAS 8 23 100 178 8 351 209 - - 14 Pasteur SCI 227 1,738 100 1,638 3,128 2,091 2,091 - 34,100 - Portes de Claye SCI 58,553 177,027 55 8,436 17,825 129,569 129,569 - - - Principe Pio 7,212 35,070 100 5,536 15,134 180,000 178,577 - - - Progest SAS 7,703 25,463 100 8,645 868 116,055 116,055 - 27,525 6,830 Reluxco International SA 730 6,938 100 9,328 - 122,080 9,975 - 152,818 - Sagep SAS 329 19,531 100 -2,679 3,472 28,004 18,784 - 50,394 - Saint-Maximin Construction SCI 2 - 55 39 45 524 203 - - - Sanoux Sci 14 -11,941 75 116 7,551 - - - - - SCOO SC 25,215 341,270 54 25,459 56,116 207,856 207,856 - - - Sécovalde SCI 12,189 115,929 55 23,005 47,052 92,482 92,482 - 64,608 - Soaval SCS 4,501 33,343 99 6,399 24,841 42,046 42,046 - 67,633 - Sodévac SNC 2,918 26,245 100 2,676 6,183 29,163 29,163 - 4,568 - TOTAL I 366,812 622,579 9,279,103 8,765,115 361,238 3,102,567 72,852 Shareholders equity other Financial information on than share Guarantees Loans and subsidiaries and investments Share capital & net % of Net income Pre-tax Gross book Net book and sureties advances Dividends In €k capital income interest at year end revenues value value given granted received 2. INVESTMENTS OF BETWEEN 10% AND 50% Akmerkez Gayrimenkul Yatirim Ortakligi AS 3,846 12,236 47 7,165 - 234,605 171,525 - 3,846 7,778 Bassin Nord SCI 103,889 41,634 50 -10,795 14,767 72,762 72,762 - 15,953 - Cecobil SCS 5,122 10,164 50 8,939 18,023 7,642 7,642 - 15,085 - Forving SARL 11 -19 26 -2 - 668 - - 345 - Klépierre Brand Venture SNC 330 - 49 2,434 12,855 490 153 - - - Klépierre Koln Holding GmbH 25 3,100 10 -107 -1 2,703 2,147 - - Klépierre Management Slovensko SRO 7 2 15 29 252 4 4 - - 3 Le Havre Lafayette SNC 525 9 50 4,542 7,386 1,702 1,702 - 7,604 - Le Havre Vauban SNC 300 5 50 174 1,411 463 463 - 2,801 - Odysseum Place de France SNC 97,712 - 50 8,462 20,981 49,004 49,004 - 44,681 - Plateau des Haies SNC 3 - 12 2,194 2,816 3,253 3,253 - 1,028 - Solorec SC 4,869 2,768 49 29,728 46,927 124,104 124,104 - 11,361 Ucgen Bakim Ve Yonetim Hizmetleri A 10 - - 16 - - - - Total II 52,763 125,416 497,415 432,759 - 102,704 7,781 GRAND TOTAL I + II 419,575 747,995 9,776,518 9,197,874 361,238 3,205,270 80,633 KLÉPIERRE 2017 REGISTRATION DOCUMENT 145

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 3.2.2 Loans to subsidiaries and related companies In €k 12/31/2017 12/31/2016 Advances on equity securities 5,110,878 5,745,482 Accrued Interest on advances 114,466 95,416 Share of net income 114,473 110,975 Impairment of receivables from equity investments -76,423 - TOTAL 5,263,394 5,951,873 Changes to the “Advances on equity securities” item are mainly due to: 3.3 Other fixed assets > increase in advances for the following companies: — Nueva Condo Murcia for €45.7 million, 3.3.1 Other Loans — Klépierre Vastgoed Ontwikkeling B.V. for €42.1 million, Loan corresponds to the equity loan in favor of Klépierre Plenilunio acquired with the purchase of Orion Columba Socimi shares on — Klépierre CZSRO for €26 million, March 26, 2015: €24.4 million reaching maturity on May 1, 2018. — Cécoville for €20 million; The interest accrued on this loan amounted to €3.7 million at > decrease of the following advances: December 31, 2017. — Corio Italia for €305.1 million, 3.3.2 Other long-term financial assets — Reluxco International SA for €89 million, In €k 12/31/2017 12/31/2016 — Les Portes de Chevreuse for €65.4 million, — Corio Real Estate for €22.7 million, Treasury shares 368,433 18,348 TOTAL 368,433 18,348 — Bassin Nord for €21 million, — Storm Holding Norway for of €17.9 million, The Company’s treasury shares, acquired to be transferred to the — Capucine BV for €13.7 million, vendor as part of an external growth transaction, totaled €18.3 million. — Klépierre Plenilunio SOCIMI SA for €10.5 million, The buyback of shares for cancellation amounted to €350 million at December 31, 2017. — Pasteur SCI for €8.7 million; > transfer of several shareholder current accounts and cash pooling 3.4 Trade and other receivables balances to advances for €264.38 million of which: Receivables amounted to €29.2 million, of which 6.5 million were trade — Klépierre Duisburg II GmbH for €70.7 million, receivables and €22.7 million miscellaneous receivables. Most trade — Unter Goldschmied Köln for €69.4 million, receivables have a term to maturity of less than one year. — Projekt Arnekenstrasse GmbH for €48.2 million, The breakdown of other receivables is presented as follows: — Klépierre Hildesheim Holding GmbH for €16.4 million, In €k 12/31/2017 12/31/2016 — Klépierre Dresden Leasing GmbH for €15 million, Tax receivables 18,931 18,025 — Klépierre Berlin Leasing GmbH for €13.6 million; > VAT 1,190 6,103 > Other taxes and duties 17,741 11,922 > the cancellation of the advance following the merger in Klépierre Other receivables 3,715 89,216 SA of Corio SAS for €428.3 million; > Currents accounts - 88,637 > an in-kind contribution of €317.6 million from the advances of > Other 3,715 579 Storm Holding Norway to Klépierre Nordica; TOTAL 22,646 107,241 > advances on equity securities recorded following the merger with Corio SAS and related to Les Portes de Chevreuse for €82 million, Tax receivables relate mainly to a refund of €16.3 million relating to Klépierre Alpes SAS for €78 million, Sagep SAS for €50 million, the 3% tax on dividends and to CICE research credits for 2014, 2015, Klépierre Grand Littoral for €36.7 million. 2016 and 2017 unused for an amount of €1.3 million. The item Impairment of receivables from equity investments Other receivables mainly correspond to works remaining to be corresponds mainly to provisions for Klépierre Grand Littoral for charged back to tenants for the renovation of Centre Jaude. €36.5 million, Les Portes de Chevreuse for €16.9 million and Klépierre Deutschland for €10.2 million. 146 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 The Other receivables due date details In €k Total Less than one year One to five years More than five years Tax receivables 18,931 17,675 1,256 - > VAT 1,190 1,190 - - > Other taxes and duties 17,741 16,485 1,256 - Other receivables 3,715 1,248 2,467 - > Currents accounts - - - - > Other 3,715 1,248 2,467 - TOTAL 22,646 18,923 3,723 - 3.5 Marketable securities and treasury shares > account 5021000000 treasury shares/stock options: Marketable securities amounted to €204.6 million of which: — 73,325 shares for the 2010 stock options plan, > 50.8 million of treasury shares held in connection with the share — 251,076 shares for the 2011 stock options plan, buyback program and stock option plans; — 1,732 shares for the 2014 bonus share plan, > 150 million in respect of term deposits; — 266,459 shares for the 2015 bonus share plan, > 3.8 million in short-term cash investments. — 303,000 shares for the 2016 bonus share plan, Information on treasury shares — 300,900 bonus shares allocated on April 18, 2017 as part of the Klépierre 2017 plan; At December 31, 2017, the total number of treasury shares is > 885,195 shares to cover external growth transactions were 12,256,688 shares (3.90% of all shares issued), with a net value of recognized in financial assets; €419.2 million (see notes 3.3.2 and 3.5). These treasury shares are allocated as follows: > 9,761,424 shares to the buyback of shares for cancellation; > account 5020000000 treasury shares: > 1,240,425 treasury shares as part of the market liquidity agreement were sold during the 2017 fiscal year. These transactions resulted — 231,347 shares as part of the market liquidity agreement for in a net loss of €2.4 million. regulating the share price, — 182,230 shares for the future stock options plan; 3.6 Prepaid expenses and deferred expenses In €k 12/31/2017 12/31/2016 Prepaid expenses 53,216 65,254 > Deferral of payment on swaps 52,794 64,836 > Other 422 418 Deferred expenses 21,731 22,433 > Bond costs 14,063 12,117 > Lender loan issue costs 7,668 10,316 Bond premiums 18,474 15,051 TOTAL 93,421 102,738 The increase in bond costs can be explained mainly by the costs of 3.7 Translation adjustment for assets new bonds issued in 2017. Translation adjustment for assets correspond to the revaluation of the USD draw-down from the 2015 syndicated loan for €1.5 million, USD commercial paper for €0.4 million, and the negative valuation of a swap in an isolated open position for €0.8 million. KLÉPIERRE 2017 REGISTRATION DOCUMENT 147

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 Note 4 Notes to the financial statements: balance sheet liabilities 4.1 Shareholders’ equity Allocation In €k 12/31/2016 of profit Distribution Others 12/31/2017 (a) 440,098 - - - 440,098 Share capital Additional paid-in capital from issues, contributions and merger premiums > Issue premiums 4,906,585 - - - 4,906,585 > EOC issue premiums 174,012 - - - 174,012 > Contribution premiums 259,318 - - - 259,318 > Merger premiums 310,095 - - - 310,095 Positive merger variance 197,952 - - - 197,952 Positive canceled share variance 18,557 - - - 18,557 Statutory reserve 44,010 - - - 44,010 Other reserves > Regulated reserves - - - - - > Other reserves 168,055 - - - 168,055 (b) Retained earnings 91,393 575,552 -572,128 10,155 104,971 Net income/loss for the year 575,552 -575,552 - 269,749 269,749 TOTAL 7,185,626 - -572,128 279,904 6,893,402 (a) Composition of share capital Ordinary shares 314,356,063 314,356,063 Par value 1.40 1.40 (in €) (b) The increase in retained earnings refers to the +€10.155 thousand of dividends relating to allocated treasury shares. In accordance with shareholders’ meeting resolution as of April 18, 2017, the profit for the financial year 2016 was distributed for €572.1 million. 10.2 million dividend related to treasury shares was allocated to retained earnings. 4.2 Provisions for contingencies and losses In €k 12/31/2017 Allowance Write-backs Mergers 12/31/2016 Other provisions for contingencies and losses 44,021 22,750 -67,014 5,697 82,589 TOTAL 44,021 22,750 -67,014 5,697 82,589 The allowances mainly correspond to a provision for risk on stock > reversal of provision for risks on swaps in isolated open position options and free shares for €10.2 million, and a allowance for for €10.9 million; contingencies on equity investments in Klépierre Grand Littoral for > reversal of provision on stock options and free shares for €9.4 million and in Sanoux for €2.5 million. €7.5 million; Write-backs of provisions mainly correspond to a reversal provision for: > reversal of provision for foreign exchange loss on the SEK loan > reversal of provision for losses on FX swaps for €15.9 million; for €5.7 million. > reversal of provision for risks on Corio Lulin’s equity for €13.7 million and on Klépierre Management Deutschland’s equity investments for €9.8 million; 148 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 4.3 Loans and borrowings In €k 12/31/2017 12/31/2016 Other bonds 6,036,234 5,739,563 > Principal debt 5,949,051 5,626,772 (a) > Accrued interest 87,183 100,726 > Principal debt intra-group (Poland) - 11,717 > Accrued interest intra-group (Poland) - 349 Loans and borrowings from credit institutions 133,718 25,403 > Credit facilities 83,382 - > Interest accrued on credit facilities 1,213 968 > Bank overdrafts 46,284 18,528 > Accrued interest on swaps 2,839 5,907 Other loans and borrowings 2,400,619 1,897,164 > Security deposits and guarantees received 4,964 3,537 > Cash-pooling 891,050 556,580 > Commercial paper 1,493,129 1,288,406 > Interest accrued on commercial paper 569 - > Debts on equity investments - - > Share of net income 10,906 48,640 TOTAL 8,570,571 7,662,130 (a) Coupon payable annually depending on the maturity date of the loan. At December 31, 2017, the main sources of borrowing were as follows: > bonds for a total amount of €5,949 million, including €1,100 million issued in 2017; > €1,493.1 million from a commercial paper line (guaranteed by a €1,500 million back-up line); > a syndicated loan opened in 2015 with €83.4 million used (maximum authorized contract of €850 million). The maturity dates of borrowings at December 31, 2017 were as follows: In €k Total Less than one year One to five years More than five years Other bonds 6,036,234 378,423 1,772,811 3,885,000 (a) (b) (c) > Principal debt 5,949,051 291,240 1,772,811 3,885,000 (a) > Accrued interest 87,183 87,183 - - > Principal debt intra-group (Poland) - - - - > Accrued interest intra-group (Poland) - - - - Loans and borrowings from credit institutions 133,718 133,718 - - > Credit facilities 83,382 83,382 - - > Interest accrued on credit facilities 1,213 1,213 - - > Bank overdrafts 46,284 46,284 - - > Interest accrued on swaps 2,839 2,839 - - Other loans and borrowings 2,400,619 2,395,655 - 4,964 > Security deposits and guarantees received 4,964 - - 4,964 > Cash-pooling 891,050 891,050 - - > Commercial paper 1,493,129 1,493,129 - - > Interest accrued on commercial paper 569 569 - - > Debts on equity investments - - - - > Share of net income 10,906 10,906 - - TOTAL 8,570,571 2,907,796 1,772,811 3,889,964 (a) January 2018: €291,240,000. (b) September 2019: €274,600,000, April 2020: €300,000,000, August 2020: €250,000,000, February 2021: €298,811,000, March 2021: €564,400,000, December 2022: €85,000,000. (c) April 2023: €750,000,000, November 2024: €630,000,000, October 2025: €255,000,000, February 2026: €500,000,000, February 2027: €600,000,000, May 2027: €50,000,000, September 2031: €600,000,000, December 2032: €500,000,000. KLÉPIERRE 2017 REGISTRATION DOCUMENT 149

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 4.4 Trade and other payables On average, suppliers are paid approximately 40 days from the invoice receipt date. 4.5 Social and tax liabilities 4.7 Prepaid income In €k 12/31/2017 12/31/2016 In €k 12/31/2017 12/31/2016 Personnel and related accounts 1,474 851 Prepaid income 16,214 22,805 Other taxes 2,819 1,533 > Deferral of payment on swaps 279 4,796 TOTAL 4,293 2,384 > Deferral of bond issue premiums 12,233 16,460 > Entry fees 267 104 In 2017, the “Other taxes” mainly corresponds to accruals for payroll > Other 3,435 1,445 taxes for an amount of €1.3 million and to the outstanding output VAT TOTAL 16,214 22,805 for €1.1 million. The issuance premium of bonds is straight-lined over the term of 4.6 Other liabilities bonds. Entry fees are straight-lined over the initial minimum period of the In €k 12/31/2017 12/31/2016 lease. The balance at December 31, 2017 stand to €0.3 million, profit and loss impact of the period stand to €0.1 million. (1) 30 249 Clients – Discounts Other prepaid income mainly corresponds to the outstanding balance (1) 29,421 5,301 Other to straight-line of the interest income on commercial paper for TOTAL 29,451 5,550 €1.3 million as well as of the income from capital expenditure invoiced (1) Less than one year. to tenants for €1.4 million. The latest is straight-lined during the firm lease term period for the amounts exceeding 0.4 million per building. The item “Other” mainly includes the current account with Bresta I to €23.4 million; 4.8 Currency translation adjustment – liabilities Currency translation adjustment for liabilities correspond to the revaluation of the hedge for the draw-down from the 2015 USD syndicated loan for €1.5 million, and USD commercial paper for €0.4 million and differences in the evaluation of swaps in isolated open position for €5.5 million, and an amount of €15.5 million corresponding to the foreign exchange realized on currency swaps hedging the USD exposure related to Akmerkez’s Turkish assets. Note 5 Notes to the financial statements: income statement 5.1 Operating income 5.2 Share of income from joint operations Operating income at December 31, 2017 was -€1.3 million, an increase This item amounted to €112.6 million at December 31, 2017 and mainly of €2.7 million compared to December 31, 2016. included: The change in operating revenue is explained by an increase in > €15.5 million dividends related to 2016 income received from the revenue of €9.5 million, mainly from the rental income from the Caen, limited partnerships Cecobil, Soaval and Bègles Arcins; Saint-Étienne, Marseille and Metz centers transferred to Klépierre SA > the Company’s share in the 2017 profit of SNC Klécar France following the merger with Corio SAS. for €36.8 million, SC SCOO for €13.7 million, SCI Solorec for €14.7 million and SCI Secovalde for €12.7 million; > the Company’s share in the 2017 loss of SCI Bassin Nord for €5.4 million and SNC Klépierre Management for €4.7 million. 150 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 5.3 Net financial income The Company recorded a net financial profit of €150.8 million at December 31, 2017 compared with €501.6 million profit at December 31, 2016. 5.3.1 Financial income In €k 12/31/2017 12/31/2016 Income from sale of securities - 35 (a) - 1,329 Income from interest rate swaps Income from equity investments 80,633 80,099 Positive variance from merger and canceled shares - 157,823 Interest on associates’ advances 189,164 214,884 (a) Interest on current accounts and deposits 1,233 4,200 Other revenue and financial income 7,052 6,106 Reversal of financial provisions 261,508 515,813 Transferred financial expenses 4,758 5,071 Foreign exchange gain 580 4,060 TOTAL FINANCIAL INCOME 544,928 989,420 (a) Income and expenses on swaps, borrowings and cash pools are netted. Income from equity investments correspond mainly to dividends > reversals of provisions for risks relating to equity investments for related to 2016 income and received during the period from the €11.8 million; subsidiaries: KLE 1, Klémurs, Cécoville, Klépierre Vallecas, Klépierre > reversal of the provision for exchange losses on currency swaps Alpes, Akmerkez Gayrimenkul and others (see note 3.2.1). for €16 million; Other revenue and financial income stand at €7.1 million and mainly > reversals of provisions for contingencies on swaps in isolated open include the spread of share premiums received on bonds for position for €11 million; €4.3 million and guarantee fees for €1.9 million. Reversals of financial provisions correspond to: > reversal of the provision for exchange loss on the SEK advance of €5.7 million; > write-backs of impairments of equity investments for €208.2 million; > reversal of provisions on treasury shares for €5.4 million. > write-backs of impairments of technical loss related to equity Transferred financial expenses on December 31, 2017 are composed investments for €3.4 million; mainly of bank commissions on bilateral loans and bond issues purchased during the year. 5.3.2 Financial expenses In €k 12/31/2017 12/31/2016 Interest on bonds 149,339 166,438 Interest on Polish bonds 14 2,051 Interest on associates’ advances - 154 (a) 913 5,096 Interest on loans from credit institutions Other bank interest - 1,977 Swap-related expenses(a) 34,701 - Interest on current accounts and deposits 1,704 9 Other financial expenses 15,834 67,673 Amortization allowance on bond premiums 2,267 2,941 Amortization allowance on loan issue fees 5,902 7,382 Allowances for financial provisions 170,917 234,070 Foreign exchange loss 12,559 52 TOTAL FINANCIAL EXPENSES 394,150 487,842 (a) Income and expenses on swaps, borrowings and cash pools are netted. The €19.1 million change in interest on bonds, including Polish bonds, > the decrease in interest following the repayment of the loan that was due to: matured and the partial redemption of bonds in the amount of > the increase in interest, due to the full-year effect, following the €26.9 million; transactions carried out in 2016 (Repayment and issuance of loans, > the decrease in interest on the Polish bonds in the amount of bond redemptions) in the amount of €2.2 million; €2 million following the redemption of certain bonds. > the increase in interest following two new debt issuances in the amount of €7.6 million; KLÉPIERRE 2017 REGISTRATION DOCUMENT 151

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 The €4.1 million change in the “Interest on loans from credit Allocations to financial provisions mainly include: institutions” item was due to: > €94.7 million for provision of impairment of securities; > a €1.3 million increase interest on credit lines; > €12.4 million for provision for risks on swaps for trading; > an €0.8 million decrease in interest on commercial paper; > €54.7 million for impairment of receivables related to investments; > and €4.6 million decrease following the repayment of the mortgage > €8.3 million for provision of treasury shares. loan in 2016. At December 31, 2017, net income on interest rate swaps corresponds to: Exchange losses correspond mainly to the exchange loss on the SEK advance of €7.4 million and the net loss on swaps of €3.5 million (loss > €15.6 million from interest rate swaps qualifying as hedges; of €5.4 million on foreign exchange swaps and net result of interest > the spread of swap contracts with a net charge of €50.3 million. rate swaps in isolated open position for €1.9 million), as well as the revaluation of bank accounts in foreign currency of €1.7 million. Interest on current accounts and deposits corresponds mainly to interest from the automatic cash pooling with Klépierre Finance for a net amount of €1.6 million. 5.4 Non-recurring income In €k 12/31/2017 12/31/2016 Income from disposal of investments properties -5,575 6,416 Income from disposal of equity investments -13,003 -1,350 Income from disposal of treasury shares 1,926 -4,960 Income from disposal of bond buybacks -12,620 - Other non-recurring income and expenses - - Write-back of provisions and transfer of expenses 18,842 881 TOTAL -10,430 987 The “Income from disposal of investment properties” item mainly These disposal losses have been compensated by the reversals of the includes the disposal losses from the sale of a plot of land situated in previously booked related impairments. Consequently “Write-back of Vannes (56) for €1.1 million and the disposal of the building Charras provisions and impairments” item corresponds to the write-back for in Courbevoie (92) for €4.5 million. impairment of Corio Lulin equities for €13.7 million and the write-backs The “Income from disposal of investment properties” item mainly for impairment of the Vannes assets for €1 million and Charras for includes disposal loss from the disposal of equities and the current €4.2 million. account of Corio Lulin on December 28, 2017. 5.5 Corporate income tax In €k 12/31/2017 12/31/2016 Corporate income tax and contributions 18,143 -729 TOTAL 18,143 -729 The “Corporate income tax and contributions” item mainly includes tax refunds receivable on the 3% contributions on dividends paid for €12 million and the late interest and default interest following a refund of €6.1 million obtained in 2016 as settlement for a tax dispute. 152 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 Note 6 Notes to the financial statements: off-balance sheet commitments 6.1 Mutual commitments relating to interest rate hedging instruments As of December 31, 2017, Klépierre SA holds a portfolio of interest rate The unrealized capital loss on interest rate hedging instruments at hedging instruments intended to hedge a proportion of current debt December 31, 2017 rises to €2.6 million (excluding accrued interest) and future debt on the basis of the total funding requirements and in which a part relates to swaps registered for €0.8 million (excluding corresponding terms set out in the Group financial policy. accrued interest). Firm Deals Firm deals In €k 12/31/2017 12/31/2016 Fixed-rate payer Klépierre – Variable-rate payer BNP Paribas and others - 200,000 Fixed-rate payer BNP Paribas and others – Variable-rate payer Klépierre 344,070 935,000 Trading hedging instrument – Extendable fixed-rate payer Klépierre 1,260,000 700,000 Trading hedging instrument – Cap – Cap-rate buyer Klépierre 1,200,000 1,000,000 Firm deals in currency In thousands 12/31/2017 12/31/2016 Fx forward USD 375,000 370,500 Impact on income Impact on income (reference capital 1-10 years) 12/31/2017 In €k Income Expenses Fixed-rate payer Klépierre – Variable-rate payer BNP Paribas and others 8,902 10,026 Fixed-rate payer BNP Paribas and others – Variable-rate payer Klépierre 22,835 5,608 In €k 12/31/2017 12/31/2016 Commitments given Commitments on purchases of securities and malls - - Commitments on sale promissory agreement - - Funding commitments given to credit institutions 372,080 447,931 Other commitments given 17,001 11,406 TOTAL 389,081 459,337 Commitments received Deposits received from tenants 1,020 854 Funding commitments received from credit institutions 1,473,489 1,761,595 Commitments to buy securities - - Commitments on sale on buildings - - Other commitments received - 8,500 TOTAL 1,474,509 1,770,949 6.2 Others Commitments Partners’ agreements in respect of Bègles Arcins Klépierre succeeded to the rights and obligations of the company SNC This agreement, which was entered into between Klépierre and Kléber La Pérouse in respect of this agreement following the transfer Assurécureuil Pierre 3 on September 2, 2003, contains provisions of all the latter’s assets and liabilities to Klépierre on July 4, 2012. relating to the governance of the company, and contains the usual Partners’ agreement between Klépierre and SCI Vendôme protections found in proposed share sales, as well as a dispute Commerces in respect of SCI Secovalde and SCI Valdebac resolution clause. Signed on October 25, 2007, this agreement provides for the usual Partners’ agreement between Klépierre and SCI Vendôme protections regarding sales project of equity shares to a third party Commerces in respect of SCS Cecobil (first refusal and total joint exit rights) and change of control of a Signed on October 25, 2007 following the transition of Cecobil to a partner. limited partnerships, this agreement provides for the usual protections regarding the sales project of equity shares to a third party (first refusal and total joint exit rights) and change of control of a partner. KLÉPIERRE 2017 REGISTRATION DOCUMENT 153

FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 This partners’ agreement amended on December 29, 2008 and majority, the disposal of all the shares or assets of Steen & Strøm, November 23, 2010, also includes SCI Valdebac since December 8, or a market flotation of the Company. 2010. For instance, in December 8, 2010 more than 99.99% of the Through deeds of adherence dated December 23, 2009, Storm ABP shares were transferred from SNC Kléber La Pérouse and SCI Holding B.V. and APG Strategic Real Estate Pool N.V. adhered to this Vendôme Commerces to SCI Secovalde. As a consequence, the partners’ agreement; partners’ agreement that only concerns SCI Valdebac, signed by SNC Kléber La Pérouse and SCI Vendôme on June 21, 2010, was terminated Through a deed of adherence dated September 30, 2011, Stichting on December 8, 2010. Depositary APG Real Estate Pool adhered to this partners’ agreement. Klépierre succeeded to the rights and obligations of the company SNC Shareholders’ agreement signed by Klépierre and Cardif Kléber La Pérouse in respect of this agreement following the transfer of all the latter’s assets and liabilities to Klépierre on July 4, 2012. Assurance Vie regarding SCI Portes de Claye Partners’ agreements between Klépierre, Klefin Italia, This agreement, signed on April 16, 2012, contains provisions governing relations between company shareholders. Finiper, Finiper Real Estate & Investment, Ipermontebello, It provides the usual protection in the event of sales project of Immobiliare Finiper and Cedro 99 in respect of Clivia company shares to third parties: With regard to Clivia, the pact dated December 14, 2007 initially > reciprocal pre-emption right; concluded for a period of 10 years was tacitly renewed for a further period of 10 years. In particular, this agreement provides for a right of > reciprocal total joint exit right; first refusal in the event of transfer of shares to third parties, as well as a right of joint exit, provisions relating to governance and majorities > total joint exit obligation in the event of majority shareholder plans required for the making of certain social decisions. to sell its full equity stake. It also contains minority shareholders’ right of first offer in the event Partners’ agreements between Klépierre and Stichting of a sale of assets by the Company. Pensioenfonds ABP in respect of the Swedish company The company Klécar France SNC succeeded to the rights and Nordica Holdco AB, and the Norwegian companies Storm obligations of the company KC 2 SNC in respect of this agreement Holding Norway AS and Steen & Strøm following the transfer of all the latter’s assets and liabilities to Klécar The shares in Steen & Strøm were acquired via Storm Holding Norway France SNC on June 5, 2012. AS, a company registered in Norway and wholly-owned by Nordica Furthermore, Klépierre succeeded to the rights and obligations of the Holdco AB, a company registered in Sweden. company Klécar France SNC in respect of this agreement following the This agreement was made on July 25, 2008 and an amendment made transfer by the latter of its stake in SCI Portes de Claye to Klépierre. on October 7, 2008. It includes the usual provisions to protect non- controlling interests: qualified majority voting for certain decisions, Partnership agreement between Klépierre, Klépierre purchase option in the event of deadlock and joint exit rights, as well Massalia and Lacydon SA relating to Massalia Invest as the following provisions: and Massalia Shopping Mall SCI > a one-year inalienability period applied to Steen & Strøm shares This agreement, signed on November 14, 2014, contains provisions from the date of acquisition; governing relationships between partners of the above companies, > each party has a right of first offer on any shares which the other particularly the corporate governance apparatus of Massalia Invest party wishes to transfer to a third party, subject to the proviso that and Massalia Shopping Mall SCI, the terms of assignment and liquidity where shares are transferred by one party (other than Klépierre of investment of partners in Massalia Invest (right of first refusal, tag- or one of its affiliates) to a Klépierre competitor (as defined in the along right, a change of control clause, option to purchase) and the agreement), the shares concerned will be subject to a right of first terms and main methods of funding of Massalia Invest and Massalia refusal and not a right of first offer; Shopping Mall SCI. > from the sixth year following acquisition, either party may request A amendment signed on September 27, 2017 provides for the adjustment a meeting of shareholders to approve, subject to a two-thirds of the management committee’s operating rules (vote) on the occasion of decisions concerning the shopping center’s food superstore. 154 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Corporate financial statements as of December 31, 2017 3 Partners’ agreement signed by the Klépierre group Directors and in particular the number of representatives of each with the main shareholders of Akmerkez (listed company shareholder on the Board. It also includes provisions regarding the in Turkey) majority requirements applicable to adopt decisions that must be submitted for the approval of the Board of Directors. This agreement signed in 2005 contains provisions regulating the relationship between partners, the composition of the Board of Note 7 Items concerning related companies In €k Amounts Advances and pre-payments on fixed assets - Net equity investments 7,779,844 Loan to subsidiaries and related companies 5,145,878 Loans 28,159 Advances and pre-payments to suppliers (current assets) - Trade accounts and notes receivables 3,458 Other receivables 339 Accruals - Subscribed capital called but not paid - Convertible bonds - Other bonds - Loans and borrowings from credit institutions - Other loans and borrowings 897,117 Advances and pre-payments received - Trade and other payables 8,928 Other liabilities 21,235 Operating income 334 Operating expenses 6,762 Financial income 484,017 Financial expenses 137,060 Note 8 Other disclosures 8.1 Automatic cash centralization 8.4 Compensations paid to corporate officers On November 30, 2000, Klépierre SA joined a cash pool managed by and to Supervisory Board members Klépierre Finance SAS. The latter was the subject of a new agreement Klépierre SA, the parent company of the Klépierre group, is a French dated April 5, 2017. corporation whose governance structure comprises an Executive At December 31, 2017, Klépierre SA owed €891.1 million to Klépierre Board and a Supervisory Board. Finance SAS. The amount of the gross remuneration paid to the corporate officers for 2017 is €1,887,157. 8.2 Employees The amount of directors’ fees granted to the members of the At December 31, 2017, the staff includes the two members of the Supervisory Board for the fiscal year 2017 totaled €665,989. The Executive Board and two employee. The Company is managed and annual allowance granted to the Chairman of the Supervisory Board administered by Klépierre Management SNC. for the fiscal year 2017 totaled €100,161. 8.3 Loans and guarantees granted and set up 8.5 Post-balance sheet date events for corporate officers and Supervisory Board In January 2018, Klépierre adjusted its fixed-rate position by setting up members a portfolio of interest rate hedges (caps) of €700 million. In addition, under the share buyback program, 761,867 shares were repurchased None. for an amount of €27.3 million. Note 9 Consolidation information The Klépierre SA corporate financial statements are fully consolidated in the Klépierre group. At December 31, 2017, the Klépierre group is consolidated under the equity method by Simon Property Group and APG which held respectively a 20.33% and a 13.49% stake in the equity of Klépierre (including treasury shares). KLÉPIERRE 2017 REGISTRATION DOCUMENT 155

FINANCIAL STATEMENTS 3Statutory Auditors’ report on the financial statements 3.4 Statutory Auditors’ report on the financial statements This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Annual General Meeting of Klépierre, Opinion Emphasis of matter In compliance with the engagement entrusted to us by your Annual We draw attention to Note 2.7 to the financial statements which sets General Meeting, we have audited the accompanying financial out the change in accounting principles related to the mandatory statements of Klépierre, for the year ended December 31, 2017. application, as of January 1, 2017, of the provisions relating to forward In our opinion, the financial statements give a true and fair view of the financial instruments and hedging options, in compliance with assets and liabilities and of the financial position of the Company as ANC Regulation no. 2015-05. Our opinion is not modified in respect at December 31, 2017 and of the results of its operations for the year of this matter. then ended in accordance with French accounting principles. The audit opinion expressed above is consistent with our report to Justification of assessments – the Audit Committee. Key audit matters In accordance with the requirements of Articles L. 823-9 and R. 823-7 Basis for opinion of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key Audit framework audit matters relating to risks of material misstatement that, in our We conducted our audit in accordance with professional standards professional judgment, were of most significance in our audit of applicable in France. We believe that the audit evidence we have the financial statements of the current period, as well as how we obtained is sufficient and appropriate to provide a basis for our addressed those risks. opinion. These matters were addressed in the context of our audit of the financial Our responsibilities under those standards are further described in statements as a whole, and in forming our opinion thereon, and we do not the Statutory Auditors’ Responsibilities for the Audit of the Financial provide a separate opinion on specific items of the financial statements. Statements section of our report. Independence We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, 2017, to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5 (1) of Regulation (EU) No. 537/2014 or in the French Code of Ethics (Code de déontologie) for Statutory Auditors. Valuation of equity investments Risk identified Our response As at December 31, 2017, Klépierre held equity investments for the amount of We obtained an understanding of management’s controls over data used for the €9,781 million, mainly in companies owning shopping centers, such amount valuation of investment properties underlying net asset values and controls over being considered as a significant item in the balance sheet. management’s analysis of the variances in values in comparison with prior periods. As detailed in Note 2.2.4 to the financial statements, impairment tests for the The audit team, including our real estate valuation specialists, attended meetings with equity investments are based on the net asset value and the future cash-flows the external appraisers to understand the methodology applied, the main assumptions of the equity investments, where the net asset value is estimated mainly on the underlying their valuations of the investment properties and more particularly amongst basis of the appraisal value of the underlying investment properties. other inputs, market trends, recent market transactions and market yields. Determining the fair value of investment properties requires significant We assessed the competence, independence and integrity of the third-party judgement due to the large number of assumptions/estimates of the underlying appraisers. investment properties such as market rent levels, expected capital expenditures, We performed analytical procedures comparing assumptions and fair values on as well as prevailing market yields and market transactions. For development a year-on-year basis of the investment properties underlying the net asset value. assets, other factors such as projected costs to complete for developments, We benchmarked the latest assumptions used to relevant market information. leasing status and risks until completion are also considered. The valuations We performed specific procedures on the largest properties in the portfolio, retained by management are carried out by third-party appraisers at six-month where the valuation and variances were significant, and those where the intervals. assumptions used and movement in values suggested a possible outlier Accordingly, the valuation of equity investments is considered to be a key audit versus market data for the relevant sector. When required, we planned further matter due to the significance of the item in the financial statements as a whole, discussions with management. combined with the judgement exercised for determining the net asset value. We recomputed the net asset values based on the valuation of the underlying investment properties taking into account the related transfer taxes. We assessed the need of recognition of impairment of equity investments by recalculating and comparing the carrying amount of the equity investments to their net asset value. 156 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Statutory Auditors’ report on the financial statements 3 Verification of the management report and of In preparing the financial statements, management is responsible the other documents provided to shareholders for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and We have also performed, in accordance with professional standards using the going concern basis of accounting unless it is expected to applicable in France, the specific verifications required by French law. liquidate the Company or to cease operations. Information provided in the Management Report The Audit Committee is responsible for monitoring the financial and in the other Documents provided reporting process and the effectiveness of internal control and to the Shareholders risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures. We have no matters to report as to the fair presentation and the The financial statements were approved by the Executive Board. consistency with the financial statements of the information given in the Executive Board’s management report and in the other documents provided to the Shareholders with respect to the financial position and Statutory Auditors’ responsibilities the financial statements. for the audit of the financial statements Report on Corporate Governance Objectives and audit approach We confirm the existence in the Supervisory Board’s Report on Our role is to issue a report on the financial statements. Our Corporate Governance of the information required by Articles objective is to obtain reasonable assurance about whether the L. 225-37-3 and L. 225-37-4 of the French Commercial Code (Code financial statements as a whole are free from material misstatement. de commerce). Reasonable assurance is a high level of assurance, but is not a Concerning the information given in accordance with the requirements guarantee that an audit conducted in accordance with professional of Article L. 225-37-3 of the French Commercial Code (Code de standards will always detect a material misstatement when it exists. commerce) relating to remunerations and benefits received by the Misstatements can arise from fraud or error and are considered members of the Executive Board and of the Supervisory Board and material if, individually or in the aggregate, they could reasonably be any other commitments made in their favor, we have verified its expected to influence the economic decisions of users taken on the consistency with the financial statements, or with the underlying basis of these financial statements. information used to prepare these financial statements and, where As specified in Article L. 823-10-1 of the French Commercial Code applicable, with the information obtained by your company from (Code de commerce), our statutory audit does not include assurance controlling and controlled companies. Based on this work, we attest on the viability of the Company or the quality of management of the the accuracy and fair presentation of this information. affairs of the Company. Regarding the information on factors that your Company considered As part of an audit conducted in accordance with professional could have a potential incidence in case of public takeover or swap standards applicable in France, the statutory auditor exercises bid, given in accordance with the requirements of Article L. 225-37-5 professional judgment throughout the audit and furthermore: of the French Commercial Code (Code de commerce), we have verified they are in accordance with the underlying documentation > identifies and assesses the risks of material misstatement of the provided to us. Based on this work, we have no matter to report on financial statements, whether due to fraud or error, designs and this information. performs audit procedures responsive to those risks, and obtains Other information audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material In accordance with French law, we have verified that the required misstatement resulting from fraud is higher than for one resulting information concerning the purchase of investments and controlling from error, as fraud may involve collusion, forgery, intentional interests and the identity of the shareholders and holders of the voting omissions, misrepresentations, or the override of internal control; rights has been properly disclosed in the management report. > obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the Report on other legal and circumstances, but not for the purpose of expressing an opinion regulatory requirements on the effectiveness of the internal control; > evaluates the appropriateness of accounting policies used and the Appointment of the Statutory Auditors reasonableness of accounting estimates and related disclosures made by management in the financial statements; We were appointed as statutory auditors of Klépierre by your Annual General Meeting held on June 28, 2006 for Deloitte & Associés and > assesses the appropriateness of management’s use of the going held on April 19, 2016 for Ernst & Young Audit. concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events As at December 31, 2017, Deloitte & Associés was in the 12th year or conditions that may cast significant doubt on the Company’s of total uninterrupted engagement and Ernst & Young Audit ability to continue as a going concern. This assessment is based nd in the 2 year. on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company Responsibilities of Management to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement and those charged with governance to draw attention in the audit report to the related disclosures in for the financial statements the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein; Management is responsible for the preparation and fair presentation > evaluates the overall presentation of the financial statements of the financial statements in accordance with French accounting and assesses whether these statements represent the principles and for such internal control as management determines underlying transactions and events in a manner that achieves fair is necessary to enable the preparation of financial statements that presentation. are free from material misstatement, whether due to fraud or error. KLÉPIERRE 2017 REGISTRATION DOCUMENT 157

FINANCIAL STATEMENTS 3Statutory Auditors’ report on the financial statements Report to the Audit Committee We also provide the Audit Committee with the declaration provided We submit a report to the Audit Committee which includes in for in Article 6 of Regulation (EU) no. 537/2014, confirming our particular a description of the scope of the audit and the audit independence within the meaning of the rules applicable in France program implemented, as well as the results of our audit. We also such as they are set in particular by Articles L. 822-10 to L. 822-14 of report, if any, significant deficiencies in internal control regarding the the French Commercial Code (Code de commerce) and in the French accounting and financial reporting procedures that we have identified. Code of Ethics (Code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that may Our report to the Audit Committee includes the risks of material reasonably be thought to bear on our independence, and the related misstatement that, in our professional judgment, were of most safeguards. significance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report. Neuilly-sur-Seine and Paris-La Défense, March 7, 2018 The Statutory Auditors French original signed by Deloitte & Associés Ernst & Young Audit Joël ASSAYAH José-Luis GARCIA Bernard HELLER 158 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Other information 3 3.5 Other information 3.5.1 Financial summary for the past five fiscal years (data provided under the terms of Article R. 225-102 of the French Commercial Code) In € 12/31/2017 12/31/2016 12/31/2015 12/31/2014 12/31/2013 TOPIC NAMES Capital at year-end (a) 279,258,476 279,258,476 Share capital 440,098,488 440,098,488 440,098,488 (a) Number of existing ordinary shares 314,356,063 314,356,063 314,356,063 199,470,340 199,470,340 Transaction and income for the fiscal years Pre-tax revenues 35,069,108 25,530,355 28,481,734 4,355,802 13,883,756 Earnings before tax, employee profit-sharing, amortization and provisions 158,692,858 311,977,949 706,703,461 669,668,321 151,277,480 Corporate income tax -18,142,909 729,300 -127,285 3,752,869 598,278 Earnings after tax, employee profit-sharing, amortization and provisions 269,749,180 575,552,047 -110,885,971 717,904,333 75,526,032 (b) 572,128,035 534,405,307 398,423,694 309,179,027 Dividends paid 616,137,883 Earnings per share Earnings before tax, employee profit-sharing, amortization and provisions 0.50 0.99 2.25 3.36 0.76 Earnings after tax, employee profit-sharing, amortization and provisions 0.86 1.83 -0.35 3.60 0.38 (b) 1.82 1.70 1.60 1.55 Net dividend per share 1.96 Personnel Average labor force employed during the fiscal year 3.75 3.0 0.5 Nil Nil Total payroll and employee benefits 1,887,157 2,435,419 25,601 - - (a) Capital increase following the exchange offer of January 8 and 16, 2015 made by Klépierre on Corio NV, followed by the crossborder merger of Corio NV by Klépierre d ated March 31, 2015. (b) Subject to shareholder approval at a general meeting April 24, 2018. 3.5.2 Acquisition of equity holdings 3.5.3 Average supplier payment period and movements in equity securities (data provided under the term impacting the corporate financial of Article L. 441-6-1 of the French statements of Klépierre SA Commercial Code) On May 22, 2017, Klépierre acquired the shares of Nueva Condo On average, suppliers are paid approximately 40 days from the receipt Murcia, a company holding the assets of Nueva Condomina for date. €124.1 million. As at December 31, 2017, Klépierre’s suppliers balances stand at On December 2017, Klépierre acquired the shares of Principe Pio €9.8 million to be paid no later than February 9, 2018. Gestion SA held by Corio Real Estate SL for €180 million and the shares of Klécar Foncier España SLU held by Klécar Foncier Iberica SLU for €192.7 million. KLÉPIERRE 2017 REGISTRATION DOCUMENT 159

FINANCIAL STATEMENTS 3Other information 3 UNPAID INVOICES RECEIVED AND ISSUED AT THE BALANCE SHEET DATE FOR THE YEAR IN WHICH THE TERM HAS EXPIRED Article D. 441-l.-1°: Article D. 441-l.-2°: Invoices received but not paid at the closing date Unpaid invoices issued at the closing date of the fiscal year for which the term has expired of the fiscal year for which the term has expired Total Total 0 day 1 to 30 31 to 60 61 to 90 91 days (1 day 0 day 1 to 30 31 to 60 61 to 90 91 days (1 day (optional) days days days and more and more) (optional) days days days and more and more) (A) Late payment instalments Number of invoices concerned 0 144 0 1,200 Total amount of invoices concerned (including VAT) - 2,823 6,997 20,418 1,639,961 1,670,198 0 201,791 38,441 28,869 6,038,268 6,307,369 Percentage of total purchases for the year (including VAT) 0% 0% 0% 0% 7% 7% Percentage of sales for the financial year (including VAT) 0.00% 0.46% 0.09% 0.07% 13.79% 14.41% (B) Invoices excluded from (A) relating to disputed or unrecognised debts and receivables Number of invoices excluded 5 0 Total amount of invoices excluded (including VAT) 5,256 0 (C) Reference payment terms used (contractual or legal term - Article L. 441-6 or Article L. 443-1 of the Commercial Code Payment terms used to * Contractual deadlines: 45 days * Contractual deadlines: 45 days calculate payment delays 3.5.4 Outcome of the share buyback program (data provided pursuant to Article L. 225-211 of the French Commercial Code) Existing stock-options plans Future Plan Plan Plan Stock Bonus Buyback In number of treasury shares Liquidity 2009 2010 2011 options shares Acquisitions program Total Position at December 31, 2016 155,831 26,620 109,405 290,291 208,485 852,625 885,195 0 2,528,452 Stock option plan adjustments(a) -10,312 -3,000 -26,255 39,567 0 Options exercised during the year -16,308 -36,080 -36,215 -20,101 -108,704 Purchases 1,315,941 9,761,424 11,077,365 Sales -1,240,425 -1,240,425 Position at December 31, 2017 231,347 0 73,325 251,076 182,230 872,091 885,195 9,761,424 12,256,688 (a) Updating of the number of beneficiaries to reflect employee turnover. During 2017 as whole, 11,077,365 shares were bought back at an average price per share of 35.78€ and 1,240,425 shares were sold at an average price per share of 35.40 euros. At December 31, 2017, Klépierre held 12,256,688 of its own shares (directly or indirectly) representing a total value of 419.20 million euros based on book value and 17.16 millions at par value. 160 KLÉPIERRE 2017 REGISTRATION DOCUMENT

FINANCIAL STATEMENTS Statutory Auditors’ report on the consolidated financial statements 3 KLÉPIERRE 2017 REGISTRATION DOCUMENT 161

162 KLÉPIERRE 2017 REGISTRATION DOCUMENT

4 SUSTAINABLE DEVELOPMENT 4.1 STRATEGY AND ORGANIZATION 164 4.4 ACT FOR PEOPLE 193 4.1.1 Issues and stakeholders 164 4.4.1 Visitor satisfaction 193 4.1.2 Act for Good® with Klépierre: 4.4.2 Health and well-being at the centers 194 a new CSR Strategy 167 4.4.3 Employees 195 4.1.3 Governance 169 4.4.4 Procurement and business ethics 202 4.1.4 Management system and tools 172 4.4.5 Philanthropy 205 4.1.5 Main achievements in 2017 173 4.1.6 2022 strategic plan 175 4.5 METHODOLOGY, CONCORDANCE TABLE AND DATA VERIFICATION 206 4.2 ACT FOR THE PLANET 176 4.5.1 Methodological note 206 4.2.1 Energy performance 176 4.5.2 Concordance tables 209 4.2.2 Climate change 180 4.5.3 Independent verifier’s report on 4.2.3 Circular economy 185 consolidated social, environmental and societal information presented 4.2.4 Building certification 189 in the management report 211 4.2.5 Sustainable mobility 190 4.3 ACT FOR TERRITORIES 191 4.3.1 Local employment and economic momentum 192 4.3.2 Taking part in local life and corporate citizenship 192 4.3.3 Involvement of stakeholders in development projects 193 KLÉPIERRE 2017 REGISTRATION DOCUMENT 163

SUSTAINABLE DEVELOPMENT 4Strategy and organization 4.1 Strategy and organization 4.1.1 Issues and stakeholders Engage in constructive dialog with stakeholders Klépierre has long believed in the link between economic performance Klépierre is convinced that the value created through the management and social environmental excellence. In 2002, the Group began to of its shopping centers benefits all its stakeholders and that it will report non-financial data and information with its financial results. play a part in the sustainable development of regions across Europe. The shopping centers designed, owned and managed by the Group Since then, Klépierre has developed its corporate social responsibility serve as veritable catalysts for their urban environments. They help (CSR) in accordance with two principles: transparency and rooting in change and stimulate these areas. They are economic engines, places operations management. for sharing time, sources of jobs and financial flows. This positive The requirement of transparency is continually being toughened as impact is inextricably linked to meeting the expectations of all Group Klépierre’s property portfolio expands geographically. The Group thus stakeholders. made every effort to consistently monitor as rapidly as possible its Commercial real estate is a capital-intensive sector given the amount non-financial performance across the 16 European countries in which of investment needed to purchase or develop shopping centers. The it currently operates, and the information published provides identical contribution of shareholders and financial partners, and consideration data on all its operations and shopping centers. for their expectations, are therefore also fundamental to the Group’s The rooting in operations management serves as a guarantee of the growth. effectiveness of Klépierre’s CSR policy. Previously known as “Good In addition, Klépierre works with other players in the shopping center Choices,” this policy, which has been renamed “Act for Good® with sector. This cooperation helps to promote shared practices and raise Klépierre,” is one of four pillars of the Group’s operating strategy, along awareness of and add value to the Group’s businesses. with Let’s Play®, Clubstore®, and Retail First®. Finally, the people who make up Klépierre are the number one Group The content of Klépierre’s new CSR strategy is outlined below in resource for enacting its commitments. Driven by the HR management section 4.1.2. processes, Klépierre’s teams also enjoy, through Klépierre University, dedicated training programs to allow them to continually adapt to the changing environment and to anticipate new operational requirements. 164 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Strategy and organization 4 The ecosystem of major stakeholders connected with the Group’s activities is detailed below: Public authorities Shareholders Economic Economic development and financial partners Contribution partners Service quality to urban planning Financial performance Promotion of innovative Social inclusion Strength and business continuity and virtuous partners and cultural promotion €79 million in local taxes Transparency Nearly €346 million (1) €23.8 billion in operational budgets and 80,000 property portfolio local jobs Employees Retailers Working conditions Quality of relations Diversity and anti-discrimination Support for new concepts measures Environmental dialog Recruitment, compensation and career growth 1,864 leases 1,264 employees signed in 2017 Voluntary associations Shopping center Shopping centers The Groups cultural customers sector and societal commitment Safety and security Promotion of segment Centers vectors of communication Customer experience initiatives and expression Innovative services Regulatory watch 60% of shopping centers 1.1 billion visitors Nearly 20 meetings having offered between European players a space use 16 countries on CSR in 2017 by a local initiative (1) Based on the average of 2016 planned operational budgets for Group centers in 10 countries. Excludes marketing budgets, taxes, management fees. KLÉPIERRE 2017 REGISTRATION DOCUMENT 165

SUSTAINABLE DEVELOPMENT 4Strategy and organization Update of the materiality matrix This process was, for the first time, done collaboratively through The Group’s broader goal to maximize its value creation requires it to a panel of internal and external stakeholders, which put together be as targeted as possible with its actions. This ambition to achieve the materiality matrix presented below. The 20-member panel value motivates Klépierre to identify all environmental, societal was comprised of representatives of Klépierre’s main stakeholders: and social issues and to focus on the most important ones; it also retailers, investors, human resources or CSR experts, scientists, NGOs, enables it to bring its actions in line with the recommendations of local public authorities, etc. It also included Group representatives: the French Grenelle 2 environmental law, the G4 guidelines of the members of the Executive Board, the Chief Operating Officer, two Global Reporting Initiative (GRI), and the sustainability best practices operational staff, and the team in charge of CSR. recommendations by the European Public Real Estate Association Methodology (EPRA). In 2013, Klépierre had undertaken an initial “materiality analysis” – a The internal and external stakeholders in the panel were given commonly used tool to identify and rank non-financial issues within a questionnaire covering 38 pre-identified issues to assess the an organization – which had brought to light the 20 environmental, materiality of these issues. The methodology used comprises two societal and social issues that have a material impact on the Group’s components: the importance of the issue and its classification as performance. a risk or an opportunity for the Company; these two components are combined to produce the final rating for each issue. To this Four years on, evolving issues, the speed of societal change but also end, participants rated the importance of the issues as follows: the Group’s growing ambition, led Klépierre to repeat the exercise. “very important,» «important,» «moderately important,» or «not very Thus, in 2017, the Group worked on updating its materiality analysis. important» (this accounted for 75% of the rating), and they ranked the top ten issues in terms of risks or opportunities for Klépierre (this represented 25% of the rating). The main risks and opportunities are represented in the materiality matrix below. This allows Klépierre to rank its issues and to think in terms of priorities: 1 Tenant relationships Partnerships with retailers Stakeholder dialogue Employees' health and safety Customer Health and safety Outsourcing and responsible Development and purchasing Local economic career path development Waste reduction and management Circular economy Customer Relationships Protection of personal data Quality of life at work Business ethics Sustainable mobility Governance Open Design & Innovation Accessibility of shopping centres Sustainable Territories Certification and labelling Client health and wellness Responsible Energy efficiency and External importance consumption models GHG emissions for a 2 degree Water consumption Responsible design Local quality of life Renewable energy Organisation & management practices Resilience to Transparent Compensation climate change and fair taxation and benefits Biodiversity Respect for human rights Volunteering Responsible products Diversity Financial accessibility and services of products Landscape Integration 0 0 Internal importance 1 166 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Strategy and organization 4 Results The CSR Panel identified the following as priorities for Klépierre: Issues comprising major risks Issues offering the greatest opportunities Business ethics Local economic development Respect for human rights Partnership with retailers Customer health and safety Dialog with stakeholders Outsourcing and responsible purchasing Renewable energy Governance Circular economy The Group’s commitments will be detailed throughout section 4 along Strategic goals for 2030, with the operational implementation of measures designed to manage specific commitments for 2022 these risks and to take advantage of these top opportunities. The Act for Good® with Klépierre strategy rests on three pillars: 4.1.2 Act for Good® with Klépierre: > Act for the Planet; a new CSR Strategy > Act for Territories; Four years after Good Choices®, the Group’s first structured CSR plan, > Act for People. Klépierre launched its new strategy in late 2017: Act for Good® with The first pillar, “Act for the Planet,” comprises the major environmental Klépierre. issues that Klépierre faces in carrying out its business activities. The Group’s positive contribution to environmental matters, which has A jointly developed strategy been acknowledged for many years, encouraged the Group to set its goals even higher. Over the last few years, Klépierre has achieved Once the materiality matrix had been updated, the Group continued promising environmental results it can draw on in order to speed up the process of dialog by asking the panel of stakeholders to jointly environmental innovation and differentiation across its industry. develop the new CSR strategy. The second pillar shows the importance of the Group’s local footprint, The goals were as follows: meet the expectations of stakeholders, in the form of the shopping centers that it owns and manages in 16 which are sometimes new; make CSR ever more pragmatic and more countries. Various local initiatives already existed; this pillar structures positively correlated with financial performance; structure the initiative them in order to give them visibility can become a source of progress and focus efforts on the key areas of impact; and put the spotlight on and ever higher goals. The “Act for Territories” pillar unifies and makes the Group’s approach and its countries and make it more meaningful it possible to fit local actions into the bigger picture. for employees. Finally, the third pillar, “Act for People,” is focused on visitors, The panel met in August 2017 at the Group’s head office in Paris for customers, employees and Klépierre’s clients’ employees. This human- a one-day discussion and brainstorming event. The discussions took focused pillar is directed at all the communities with which the Group place in two phases: a first one in which the Group representatives interacts, with the aim of placing value creation for all at the center listened to the stakeholders’ perceptions of the Group’s CSR actions, of its efforts. followed by a second one during which the Group submitted an outline Each of the three pillars is broken down into specific quantified for a new CSR strategy. commitments, with a five-year timeframe (2022) supplemented by Klépierre’s Executive Board participated in these discussions and in medium-term goals (2030). the joint development of the Act for Good® strategy, in particular by sharing its vision and goals for Klépierre as well as by outlining its commitment to developing and rolling out the new strategy. This collaboration made it possible to highlight four key themes for Klépierre, which naturally comprise the major commitments underpinning Act for Good®: climate change, sustainable construction, health and well-being, and local value creation. The draft new strategy was then discussed with all Country Directors, the representatives of the functions that are most directly affected as well as the internal CSR Committee, before being signed off by the Group’s expanded Executive Committee. The prior consultation of stakeholders was key to ranking the issues, committing to long-term change and deepening future cooperation. KLÉPIERRE 2017 REGISTRATION DOCUMENT 167

SUSTAINABLE DEVELOPMENT 4Strategy and organization Act for the Planet ION 203 BIT 0 AM AM 30 BIT 20 Turn promising In collaboration ION assets into an with our retailers, efficient property Act Contribute create portfolio that is a zero-waste carbon positive for a low-carbon to a circular business future economy 2022 ION COMMITMENTS 203 BIT 0 AM Support AM 30 the new trends BIT 0 in mobility I 2 to accelerate Innovate Develop Be recognized ON our customers’ for green a fully certified as a leading switch mobility company to sustainable portfolio in environmental modes of performance transportation Act for Territories ION BIT AM 0 03 Make our centers 2 a benchmark in local value creation Encourage local Be involved employment in the local around our centers community N 2022 20 ITIO COMMITMENTS 30 A MB M 0 A BIT 203 Involve local Pursue our Incorporate ION Jointly develop corporate the shopping stakeholders corporate responsibility centers in designing citizenship into our sphere of the future new developments initiative of influence 168 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Strategy and organization 4 Act for People TION 20 BI 30 AM AM 030 BIT 2 Make our centers ION a top destination Continuously Offer our Be recognized for local increase visitor as an exemplary communities satisfaction employees employer and promote a positive health and experience well-being 2022 TION COMMITMENTS 203 BI 0 A AM M 0 B 203 ITIO Put charity Be socially Promote ethics Promote more N at the heart concious in our communities ethical business of our strategy practices Details of the five-year commitments can be found in section 4.1.6 > Within the Management Committee of Klépierre, the CSR “2022 Strategic Plan” Their operational implementation is outlined Committee suggests to the Executive Board the elements of the topic by topic in this section. Internal governance, the related tools, Group’s CSR strategy, in particular the list of commitments and and the main performance drivers are also included. action plans; it reports to the Board on the results achieved. The CSR Committee brings together members of the Management Board, the Engineering and Sustainability, Human Resources and 4.1.3 Governance Communication Departments, as well as representatives of the Klépierre’s CSR commitments are firmly rooted in the Group’s other relevant directorates (operation of the shopping centers, organization. They are implemented across all countries and development, etc.). It met five times in 2017. supported by the roll-out of dedicated tools. They are also applied in Create momentum, define Group goals, the various external initiatives in which the Group participates. tools and processes Organization > The Engineering and Sustainability Department, established in 2016, brings together employees responsible for technical Klépierre’s sustainable development governance is well established. engineering in the centers, operational investments and It is organized according to the principle of becoming rooted in the sustainable development. Within this department there is a operations, and it reaches all the way to the highest level of the Sustainability team comprised of three employees. organization. Encompassing all the technical challenges facing the shopping Implementing strategic direction and monitoring progress centers and reporting to the Chief Operating Officer, it initiates and develops the Group’s environmental and societal policy. It also > Within the Supervisory Board, the Sustainable Development ensures it is implemented and circulated throughout Europe. Committee reviews the CSR process, discusses its developments > The Human Resources Department is central to the Company’s and is informed of the Group’s results in these areas; it reports to strategy contributing to its talent, skills and performance the Supervisory Board. It is composed of three members of the challenges in line with the Group’s values and social commitments. Board, as well as members of the Executive Board, the Director of the Legal Department and Human Resources, the Communication > The Group’s Communication Department coordinates the CSR Director and the Director of Engineering and Sustainability. It is process, with the Engineering and Sustainability Department chaired by Steven Fivel, General Counsel and Corporate Secretary as well as the Human Resources Department, which then relies of Simon Property Group, Klépierre’s leading shareholder. It met on the Country Departments so that the implementation of the three times in 2017. environmental, societal and social actions is completely effective. KLÉPIERRE 2017 REGISTRATION DOCUMENT 169

SUSTAINABLE DEVELOPMENT 4Strategy and organization Break down goals and implement actions Finally, the Group’s Act for Good® approach is systematically > In the 16 countries, management and the operational departments addressed in all communications intended for all employees. The break down Group goals and implement the policies that are Group’s Executive Board thus shares its vision, its ambition and its appropriate to their local environments. Each country then requirements in these areas in a clear and decisive manner. determines its annual action plan – in terms of investment and Since 2017, the implementation of the Act for Good® approach has management – for all the technical and sustainable development been part of the individual objectives of managers in all countries. issues regarding its performance level and targets, by applying Moreover, the key Act for Good® commitments have been the best practices guide for energy, waste, water and certification incorporated into the performance share allocation plans criteria for management. These action plans are then discussed at a special the Group’s main managers. annual meeting that brings together the whole European network, Awareness-raising efforts on sustainable development topics, before being presented to the Group’s Chief Operating Officer. especially environmental ones, were focused in 2017 on developing the > A network of some 30 correspondents covering all the local areas new strategy, raising employee and stakeholder awareness regarding in which we operate is in charge of carrying out local actions and CSR issues facing Klépierre, and the tools and approaches in place reporting on best practices. These correspondents work in close to improve the operational performance of the shopping centers in contact with the teams at the head office. the portfolio. Accordingly, since 2016, the Engineering and Sustainability The operational roll-out of the new strategy across all departments Department has been holding monthly meetings with each country as well as the implementation of the Act for Good® communications and a joint meeting with the representatives of the 16 countries. plan are scheduled for the opening months of 2018. These new regular meetings have made it possible to accelerate Training modules for the operational teams are also scheduled for the action taking, increase information-sharing and build stronger coming year. The goal is to remind trainees about the Group’s CSR cross-functional teams. In addition to these monthly meetings, issues that are directly linked to the daily operation of a shopping all representatives meet in person twice a year for two days of center and to stakeholder engagement. discussions, strategy setting and inter-country collaborative work. Innovate and re-examine the business Supervisory Board The Act for Good® approach aspires to be innovative. The issues addressed change quickly, as do available technologies and solutions; Sustainable that is why Klépierre has connected Act for Good® to its Klépierre ID Development open innovation platform. This platform, which was created in 2016, Committee has been redesigned, enhanced and introduced at the top of the organizational tree. Executive Board Klépierre ID was used to define nine strategic priorities for Klépierre in the area of innovation, all of which include initiatives and suggestions Communications Chief connected with Act for Good® (mobility, new services, new working Department Operating Officer methods) and one more specifically dealing with enabling the (coordination) communities around the shopping centers. Human Engineering Resources and Sustainability Each theme is coordinated by a cross-country multi-expertise team, Department Department CSR Committee and sponsored by a member of the Group’s Executive Committee. Operational pilots are up and running, in cooperation with selected partners (namely, start-ups and entrepreneurs). Employees Support functions Operations Development 170 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Strategy and organization 4 Industry initiatives and charters supported Charter for energy efficiency of tertiary buildings by Klépierre Launched at the end of 2013, it provides players in the real estate The Group’s environmental, societal and social commitments are sector with a framework for improving energy efficiency in their expressed via various associations and initiatives. property portfolios and for anticipating future regulatory obligations related to tertiary buildings’ energy performance. The Group has been Klépierre is an active member of the following national and a signatory of this Charter since November 2013 and signed up again international trade associations. The Group considers them in 2017 upon publication of the new version of the charter. strategic for its business; in several of them, it holds a position on the governance body and/or sits on their key committees, including Diversity Charter those dealing with sustainable development issues. A corporate Initiative launched in late 2004, this Charter expresses International Council of Shopping Centers (ICSC) the desire of companies to take steps to better reflect, in their workforces, the diversity of the French people and to also express The International Council of Shopping Centers has more than their commitment to non-discrimination, equal opportunity and 60,000 members in over 90 countries, fostering the promotion and improvement of their performance. The Group signed it on July 31, the development of shopping centers. 2010. European Public Real Estate Association (EPRA) Charter for Parenthood An organization that includes more than 200 real estate companies Enacted by the French Monitoring Agency for Parenthood in the that are listed in Europe, EPRA publishes recommendations Workplace (OPE), this Charter promotes better work-life balance and intended to ensure that the financial and non-financial disclosures has three objectives: move forward parenthood representations, create of publicly traded real estate companies are more detailed and more a favorable environment for working parents and respect the principle standardized. of non-discrimination in career development for such employees. The Group has been a signatory since April 29, 2009. French Council of Shopping Centers (CNCC) French trade organization uniting all players involved in the promotion The Palladio Foundation and development of shopping centers. Klépierre is involved among Klépierre is a founding member of the Palladio Foundation. other things in the Sustainable Development Commission, tasked with the oversight, sharing of best practice and the coordination of The Palladio Foundation was created in 2008, under the aegis of industry players. Fondation de France, to tackle the major issue of the 21st century, namely, how to build cities and living areas. It is a unique organization French Real Estate Association (FSIF) that energizes and brings together all sectors involved in addressing urban and real estate problems: public authorities, voluntary sector, The mission of the FSIF is to examine, promote and represent the researchers and the media. With a view to making cities as human, shared business interests of French real estate companies. livable and value-additive as possible, it works directly with those Moreover, Klépierre endorses other significant environmental, contributing at present or in the future to developing cities, by creating societal and social charters and initiatives. These commitments the necessary support tools for taking stock (Palladio Institute), reflect the priorities the Group has set for itself in terms of corporate preparing the transition (Avenir Palladio Center) and forecasting responsibility. (Palladio Research Center). By means of exchanges between managers and experts, students and trades, doctoral students and operational teams, each action the Foundation takes helps foster a Global Real Estate Sustainability Benchmark (GRESB) process of re-examination, open-mindedness and mutual enrichment. GRESB’s primary purpose is to assess the environmental and social Association pour le développement du Bâtiment performance of companies specializing in the real estate sector. Klépierre has participated in this benchmark since its beginning and Bas Carbone (BBCA) is also a member. The goal of the Association pour le développement du Bâtiment Bas United Nations Global Compact Carbone (BBCA) is to raise awareness of the urgency of reducing the carbon footprint of buildings and of promoting approaches that A signatory to the United Nations Global Compact since 2012, each help develop low carbon buildings. It is in particular working on BBCA year Klépierre reiterates its backing for this voluntary international certification, which went live in 2016. CSR initiative, and its commitment to the improvement process on the 10 universal principles promoted by the Global Compact (in terms of human rights, labor standards, the environment and the fight against corruption). In 2017, the Group reached the “advanced” level in this improvement process, thus affirming the maturity of its commitment and accomplishments. KLÉPIERRE 2017 REGISTRATION DOCUMENT 171

SUSTAINABLE DEVELOPMENT 4Strategy and organization 4.1.4 Management system and tools > At Group level: an environmental and societal report on each asset is presented to the Executive Board and to the Supervisory The Group uses tools and processes to handle environmental and Board’s Sustainable Development Committee: annually for all CSR societal issues, in order to make the CSR approach fully operational. reporting indicators and quarterly for the energy, water and waste These tools are identical across Europe and are organized into four performance indicators. For this second set of indicators, reporting groups for greater clarity internally: definitions, monitoring, analysis no longer applies only to the Group’s 70 largest assets, but to the and actions. entire property portfolio. In 2017, an environmental and societal monitoring tool for the centers Analysis was rolled out across the entire property portfolio. It is designed to CSR collect information on all centers in the property portfolio, to where dashboard > Comparative analyses possible automate reporting (by directly hooking up utility suppliers of centers for example) and to automatically generate real-time analyses of the > Identification of areas actual sustainable development performance of assets. for improvement g > Personalized n i r o t i n o s M goals n o ti fini e D CSR Social issues CSR reporting reporting manuals > Monthly monitoring for Social data are processed in an information system shared with all One protocol energy, water and waste on environmental > Quarterly reporting Group human resources players, thereby enabling standardized and to the Executive Board and societal issues and Supervisory Board structured management of the data, based on a single repository. and one on social > Annual reporting issues across the entire s n o i t c scope A This information along with the qualitative data are compiled every CSR quarter by the Group Human Resources Department in order to action plan > Group annual monitor social indicators, providing oversight of the performance theme targets and well-being of employees as well as monitoring Klépierre’s human > Operational application resources policy. The strategic indicators regarding the social aspects across the entire portfolio of the CSR approach are presented annually to the Executive Board and to the Sustainable Development Committee of Klépierre’s Supervisory Board. Definitions: CSR reporting manuals Analysis: CSR dashboard The set of indicators identified in environmental, societal and social The shopping center, country and Group performance dashboards matters and the data of which they are made up are clearly defined provide a clear view of the environmental and societal impact, make and communicated to the teams. These definitions are identical across it possible to identify areas for improvement, identify best practices all 16 countries in which the Group operates and all shopping centers. and thereby improve operational oversight. The performance These definitions are grouped into two reporting protocols: dashboards are presented and discussed annually with all the Country Departments. > one on the social aspects, sent to the Human Resources managers in each country, which includes both quantitative and qualitative Work that was started in 2016 to improve the monitoring dashboards data; for each shopping center continued in 2017. The new dashboards now consolidate the main technical and sustainable development > the other on environmental and societal aspects communicated management indicators of the center on a monthly basis. to each country and to each Group asset, which contains close to 120 data collected for each shopping center in the portfolio. In addition, these dashboards now include a comparative energy and water consumption and waste performance analysis for each center: These documents are updated every year to reflect developments in the business activities and in the regulations. > in comparison to the center itself, against the previous month; > in comparison to other centers in its benchmark category Monitoring: CSR reporting (grouping of shopping centers that are comparable from a technical perspective). Monitoring at Group level has intensified in recent years. Internal These two performance analyses are based on statistical models reporting in each country of environmental, societal and social that allow external impact data (weather, architectural, technical and performance increases year-on-year, more heavily involving the business) to be restated in order to assess the real performance of departments and operational teams. each center and therefore be able to set realistic and individual goals Environmental and societal issues for each center. > Within the shopping center: monitoring has become even more These dashboards have recently been automated and digitalized frequent. The teams working at each asset (center managers and within the environmental and societal tool developed in 2017. technical managers) monitor utilities consumption (energy and water) and waste production at least once a month. 64% of centers are also equipped with energy measurement systems that enable real-time control. There has been increasing use of such tools over recent years. 172 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Strategy and organization 4 Actions: CSR action plan 3 ACTING IN FAVOR OF A LOW-CARBON FUTURE The detailed performance analysis described above makes it possible 170 for the Engineering and Sustainability Department to identify areas for improvement at all levels and to identify at the beginning of the year: 166 160 > shared Group goals for the priorities for the year. Each country then implements them within its own organization, in line with the 150 155 most suitable local processes and regularly reports on them during 148 the year; 140 143 > proposed individual goals, by shopping center, for the largest areas 135 of impact (energy, water, waste). These goals are discussed with 130 each Country Department for possible readjustment in light of local conditions. Once jointly approved, these goals are implemented in 120 each center. Progress is monitored monthly. 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 All these goals are first approved by the internal CSR Committee Like-for-like basis carbon emissions (gCO e/visit, location based) 2 chaired by the Executive Board. In support of these action plans 2017, the share of maintenance works dedicated to sustainable development investments was analyzed for 3 INCREASING THE SHARE OF RENEWABLE ELECTRICITY the first time: 61% of the provisional budget for 2018 involved this IN ELECTRICITY CONSUMPTION type of investment. 100% 100% 4.1.5 Main achievements in 2017 90% Change in the main environmental, societal 80% and social KPIs 70% 60% 3 IMPROVING THE ENERGY EFFICIENCY OF THE PORTFOLIO 58% 60% (-40% BY 2022 VS. 2013) 50% 50% 40% 45% 44% 145 30% 135 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 125 135 Share of renewable electricity in electricity consumption current basis 122 (as a % of total consumption in the common areas) 115 119 Act for Good Objective 105 115 113 95 85 3 DEVELOPING A 100% CERTIFIED ASSET PORTFOLIO 75 81 100% 100% 65 95% 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 90% Like-for-like basis energy consumption (kWh/sq.m) 85% Act for Good Objective 80% 75% 75% 68% 70% 65% 65% 60% 51% 55% 50% 45% 36% 40% 35% 30% 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Share of certified shopping centers (in value) current basis Act for Good Objective KLÉPIERRE 2017 REGISTRATION DOCUMENT 173

SUSTAINABLE DEVELOPMENT 4Strategy and organization 3 ENSURING ACCESS TO TRAINING FOR ALL EMPLOYEES Leadership reaffirmed and lauded 100% Transparency is a key component of the Group’s sustainable 100% development approach. To this end, Klépierre fosters ongoing relationships with the non-financial rating agencies, as well as with 95% SRI (Socially Responsible Investment) analysts and investors, who 90% assess its sustainable development performance. 90% 85% 82% The indexes to which the Group belongs, the recognition received and the steady improvement in ratings over the past number of years 80% are all proof that the strategy in place and the measures taken have 75% been effective. 70% In 2017, the Group continued to be part of the major non-financial 70% 72% 71% indexes: DJSI World and Europe, FTSE4Good Europe and Global 65% Index Series, STOXX® Global ESG Leaders, Euronext Vigeo France 20, 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Eurozone 120 and World 120. Rate of access to training (a) Act for Good Objective In addition, Klépierre’s CSR performance won numerous awards in 2017: (a) For employees who have completed at least half a day of training during the year. > Klépierre is the only European real estate operator on CDP’s (formerly known as the Carbon Disclosure Project) “A list,” which 3 PROMOTING WELL-BEING IN THE WORKPLACE comprises global companies leading the fight against climate change; 2.6% > Klépierre was voted the top environmental performer of all listed 2.4% 2 European real estate operators, according to the ranking published .5% by RobecoSAM 2017; 2.2% 2.4% 2.0% 2.1% > Klépierre was awarded “Green Star” by the industry rating firm 2.0% GRESB; 1.8% 1.9% 1.6% > EPRA gave Klépierre a “Gold Award” in recognition of the strength of the Group’s 2016 non-financial reporting; 1.4% 1.2% > The Group received the “Happy Trainees” certification in 2017, from Choosemycompany in recognition of “management excellence and 1.0% motivation of interns and work-study trainees”; 2013 2014 2015 2016 2017 > The “Responsible Leader – GREEN category” award was won (a) Rate of absenteeism by the Group’s Head of Sustainable Development at the 2017 (a) Total number of days off work due to illness, workplace accidents and unjustified Trophées Les Échos Business. absences, divided by the average monthly workforce, in turn multiplied by 365. Long-term illnesses similar to a suspension of the employment contract are excluded. 174 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Strategy and organization 4 4.1.6 2022 strategic plan Act for Good® commitments 2022 target ACT FOR A LOW-CARBON FUTURE > Reduced energy consumption in the common areas (vs. 2013) -40% > Percentage of renewable energy in the electricity consumption of the common areas 100% > Number of shopping centers in the portfolio that are carbon positive Top 5 ANET > Certification of the Group’s climate strategy by the Science Based Targets Initiative Certification obtained STRIVE FOR A CIRCULAR ECONOMY > Percentage of waste diverted from landfill 100% > Percentage of shopping centers having engaged retailers in a circular economy approach 100% OR THE PLDEVELOP A FULLY-CERTIFIED PORTFOLIO T F > Percentage of centers with sustainable development certification 100% C > Percentage of new developments with BREEAM Construction certification (at least “Excellent”) 100% A > Percentage of new developments using wood from a certified forest during construction 100% INNOVATE TOWARDS GREEN MOBILITY > Percentage of shopping centers accessible by public transportation and equipped with charging stations for electric vehicles 100% INCREASE LOCAL EMPLOYMENT AROUND OUR CENTERS > Percentage of local service suppliers for the daily operations of our centers (local = regional and/or within 300 km) 100% > Percentage of centers having facilitated local employment 100% ORIESTAKE PART IN LOCAL LIFE > Percentage of centers having offered free of charge a space for use by a local initiative (at least once a year) 100% PURSUE A CORPORATE CITIZENSHIP INITIATIVE > Percentage of centers having organized a clothing/toys/furniture drive for a local charity 100% OR TERRIT> Percentage of centers having supported an in-house solidarity event organized by a retailer 100% INVOLVE LOCAL STAKEHOLDERS IN DESIGNING NEW DEVELOPMENTS T F > Percentage of development projects having included a locally agreed participatory initiative 100% C Percentage of development projects having suppliers sign a “sustainability charter” A > covering both procurement and construction site management 100% > Percentage of development projects having implemented a biodiversity action plan 100% CONTINUOUSLY INCREASE VISITOR SATISFACTION > Increase in Group’s Net Promoter Score (NPS) +3 points vs. 2018 > Percentage of customers’ questions posted on social networks responded to in less than one hour 100% PROMOTE HEALTH AND WELL-BEING IN THE CENTERS > Percentage of shopping centers promoting health and well-being 100% > Percentage of shopping centers offering dedicated services to the employees of their retailers 100% OFFER GROUP EMPLOYEES A POSITIVE EXPERIENCE > Rate of access to training for Klépierre employees 100% OR PEOPLE> Percentage of Klépierre employees covered by work-life balance measures 100% > Percentage of young graduates receiving personalized career guidance 100% T F > Percentage of employees contributing to co-building the Company’s future 100% C A SPREAD ETHICS IN OUR COMMUNITIES > Promotion of business ethics among 100% of employees and stakeholders 100% > Percentage of service providers selected based on CSR criteria 100% BE SOCIALLY CONSCIOUS > Percentage of Klépierre employees who been given the opportunity to participate to a charity program 100% > Signing of Group partnerships with NGOs dedicated to employability and/or family KLÉPIERRE 2017 REGISTRATION DOCUMENT 175

SUSTAINABLE DEVELOPMENT 4Act for the Planet 4.2 Act for the Planet 4.2.1 Energy performance Energy efficiency remains a priority for the Group. It is a major The Group consumed approximately 492 GWh in 2017 on a current indicator of the strength of the Group’s operational management basis. The Group’s energy bill was around 45 million euros. Close to and plays a major part in controlling costs both for the Group and two thirds of this energy is used in three regions: France-Belgium, for the retailers operating in its centers. The reasons that motivate Italy and Scandinavia. Klépierre to improve in this area are therefore both environmental and economic. By optimizing its consumption, both in terms of volume and sources of energy, Klépierre limits its environmental footprint and its exposure to energy price volatility. 3 ENERGY CONSUMPTION IN MWH AND ENERGY EFFICIENCY IN KWH/SQ.M AND KWH/VISIT 2017 current basis (98% coverage): 138 shopping centers and 5,027,646 sq.m EPRA: Elec-Abs – DH&C-Abs – Fuels-Abs – Energy-Int Central France- Europe The Group Belgium Italy Scandinavia Iberia & Turkey Netherlands(a) Germany Group coverage rate MWh 2015 109,675 103,902 87,514 53,832 84,625 16,815 27,144 483,508 98% 2016 95,526 101,516 88,716 46,261 77,587 15,574 25,358 450,538 97% 2017 123,616 118,791 81,537 44,432 87,465 11,981 24,423 492,245 98% kWh/sq.m 2015 121 147 105 150 122 107 99 123 98% 2016 109 144 108 147 115 101 92 118 97% 2017 106 150 121 126 125 125 88 121 98% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). Usage down 17% since 2013 on a like-for-like basis Energy use on a like-for-like basis was down from 431 to 359 GWh common areas by 40% compared with the 2013 baseline year. The between 2013 and 2017. This drop is found in all the Group’s regions, 17% reduction over the past four years, which represents a cumulated thereby illustrating the significant efforts of the last four years total of 72 GWh over that period, reaffirms the Group’s approach and to improve the energy efficiency of assets. The goal for 2022 with encourages it to continue its efforts. the Act for Good® strategy is to reduce energy consumption in the 3 ENERGY CONSUMPTION IN MWH AND ENERGY EFFICIENCY IN KWH/SQ.M 2017/13 like-for-like basis (75% coverage): 105 shopping centers and 3,702,432 sq.m EPRA: Elec-LfL – DH&C-LfL – Fuels-LfL – Energy-Int. Central France- Europe The Group Belgium Italy Scandinavia Iberia & Turkey Netherlands(a) Germany Group coverage rate MWh 2013 103,653 95,625 72,585 32,467 88,601 12,040 25,685 430,657 2014 89,932 87,792 65,508 30,829 78,298 10,437 24,542 387,338 2015 87,674 86,657 60,930 30,192 77,919 9,016 24,444 376,830 2016 77,850 85,129 62,309 29,981 74,366 9,106 22,677 361,416 2017 79,084 86,566 60,992 27,882 72,339 10,162 21,612 358,636 2017/16 2% 2% -2% -7% -3% 12% -5% -1% 2017/13 -24% -9% -16% -14% -18% -16% -16% -17% 75% kWh/sq.m 2013 137 159 120 146 137 125 101 135 2014 119 147 109 138 121 108 96 122 2015 116 146 100 135 121 94 96 119 2016 106 143 102 135 115 95 89 115 2017 108 146 100 122 112 106 84 113 2017/16 1% 2% -1% -10% -3% 12% -6% -1% 2017/13 -21% -9% -16% -16% -18% -16% -17% -16% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). 176 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for the Planet 4 Goal 100% renewable electricity France commits itself in turn! The Group is continuing its move to less carbon-intensive energy. 49% After Italy in 2016, France has renegotiated its electricity supply of final energy currently used by the Group is from renewable sources. contracts to gradually switch, in the course of 2018, all electricity Electricity from renewable sources now accounts for 60% of total supply contracts to 100% green electricity. electricity usage, representing close to 215 GWh. Klépierre undertakes to have 100% of the electricity used in common areas of these centers come from renewable sources by 2022. 3 PROPORTION OF ENERGY AND ELECTRICITY USAGE FROM RENEWABLE SOURCES 2017 current basis (98% coverage): 138 shopping centers and 5,027,646 sq.m Central France- Europe The Group Belgium Italy Scandinavia Iberia & Turkey Netherlands(a) Germany Group coverage rate Renewable energy 2015 11% 36% 78% 77% 30% 75% 21% 42% 98% 2016 12% 64% 75% 74% 23% 79% 22% 48% 97% 2017 19% 63% 78% 80% 32% 86% 19% 49% 98% Renewable electricity 2015 10% 44% 89% 86% 40% 100% 31% 50% 98% 2016 10% 78% 88% 85% 32% 100% 33% 58% 97% 2017 14% 75% 88% 85% 45% 99% 71% 60% 98% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). 3 ENERGY MIX ON A CURRENT BASIS 2017 current basis (98% coverage): 138 shopping centers and 5,027,646 sq.m EPRA: Elec-Abs – DH&C-Abs – Fuels-Abs Group MWh % Electricity from renewable sources 215,691 43.9% Electricity from non-renewable sources 145,294 29.6% Subtotal electricity 360,985 73.5% District heating/Energy from renewable sources District heating/Recovered energy District heating/Energy from fossil fuels 55,520 11.3% District cooling 15,407 3.1% Subtotal networks 70,927 14.4% Gas 58,711 11.9% Fuel oil 431 0.1% Bio-fuel 397 0.1% Subtotal fuels 59,539 12.1% TOTAL ENERGIES 491,451 100% Group coverage rate 98% KLÉPIERRE 2017 REGISTRATION DOCUMENT 177

SUSTAINABLE DEVELOPMENT 4Act for the Planet 3 ENERGY MIX ON A LIKE-FOR-LIKE BASIS 2017/15 like-for-like basis (75% coverage): 105 shopping centers and 3,702,432 sq.m EPRA: Elec-LfL – DH&C-LfL – Fuels-LfL 2017 2016 2015 2017/16 2017/15 MWh % MWh % MWh % % % Electricity 261,643 73.0% 278,014 76.9% 290,750 77.2% -5.9% -10% District heating 39,916 11.1% 32,919 9.1% 33,133 8.8% 21.3% 20.5% District cooling 10,480 2.9% 9,360 2.6% 9,371 2.5% 12.0% 11.8% Subtotal district networks 50,396 14.1% 42,279 11.7% 42,504 11.3% 19.2% 18.6% Gas 45,792 12.8% 39,708 11.0% 41,352 11.0% 15.3% 10.7% Fuel oil 409 0.1% 1,071 0.3% 1,666 0.4% -61.8% -75.4% Bio-fuel 397 0.1% 325 0.1% 539 0.1% 22.3% -26.3% Subtotal fuels 46,598 13.0% 41,105 11.4% 43,557 11.6% 13.4% 7.0% TOTAL ENERGIES 358,636 100% 361,416 100% 376,830 100% -0.8% -4.8% Group coverage rate 75% Ongoing decline in energy usage despite variable Energy conservation in the management climate conditions > Constant vigilance as to the operating hours: schedules of regular The energy performance presented in this report is not adjusted for visits to the shopping centers at night to check how the equipment climate factors. Presenting unadjusted results, also facilitate a clearer has been programmed were intensified in 2017. reading of the financial and environmental real benefits. > Adjustment of temperature settings to better reflect outside In 2016, a new stage in measuring the energy performance of the temperatures. centers was undertaken. First, consumption was restated for > Sharing of best practices: a manual of the best operational temperature fluctuations. The restatements can be used to compare practices was produced in collaboration with all the countries a center to its own performance over the years in order to identify and shared within the Group in 2016; it continued to be enhanced the best performing centers that could potentially provide new good and applied in 2017. These good practices are divided into the practices, but also to act and give particular attention to centers when two categories of management and investment and cover four their energy performance begins to worsen. A further improvement concerns: energy, waste, water, and certifications. Klépierre wants was undertaken in 2017 thanks to a multi-correlation analysis of to share these best practices with its partners to help them control external energy performance factors. This analysis made it possible their usage as closely as possible. to develop a new environmental tool in which consumption data will be restated from meteorological data other than the temperature > Development of real time energy management: in partnership with (luminosity, humidity etc.) and activity data of the shopping centers expert partners, the teams at the centers track and analyze usage (footfall, area, opening hours etc.). These features are currently being at centers in real time to cut response times at the building and installed on the environmental tool. thereby improve its performance. Mechanisms used to control usage Improvement of technical equipment In order to reduce its energy usage, Klépierre has four major > Replacement of the most energy-intensive equipment: cooling mechanisms that are operated in parallel. towers, mechanical linkages, ventilation pumps, etc. > Replacement of energy-consuming bulbs with LED wherever Accurate metering of consumptions relevant, lower-wattage bulbs, national directories of quality > Roll-out of real-time, usage by usage, equipment by equipment product suppliers. The replacement of lights jumped significantly metering systems across 64% of the property portfolio in value at in 2017. end-2017. These systems are made up of tens of meters per site > CO sensors: continued roll-out to reduce the airflow and optimize 2 and the information is automatically reported to the centers, the air treatment plants. Country teams and the Group. Roll-out of such equipment has continued in 2017 over all the Group countries with a 6% increase compared to 2016. > Increased monitoring at Group level with quarterly reporting to the Executive Board and to the Supervisory Board. 178 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for the Planet 4 Construction investments > When renovating during operation: overhauling of thermal > In the course of development: attention to building insulation and exchanges and recouping of heating or cooling, etc. In 2017, its compactness to improve thermal inertia, with particular focus a “renovation” checklist was drawn up, including all Klépierre on roofs, which account for the majority of energy loss. standards pertaining to technical equipment. These specifications mean that it is possible to, even before work begins, take on board the requirements that will ensure the simple and effective management of the future building. 3 PROPORTION IN VALUE OF CENTERS EQUIPPED WITH REAL-TIME ENERGY MEASUREMENT SYSTEMS 2017 current basis (98% coverage): 138 shopping centers and 5,027,646 sq.m Central France- Europe The Group Belgium Italy Scandinavia Iberia & Turkey Netherlands(a) Germany Group coverage rate 2015 53% 25% 95% 64% 43% 100% 0% 55% 98% 2016 55% 31% 100% 55% 41% 100% 0% 58% 98% 2017 63% 30% 100% 97% 69% 23% 28% 64% 98% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). 3 MORE THAN 30.6 MILLION EUROS IN CUMULATED SAVINGS SINCE 2013 The Group’s consolidated energy bill in 2017 was 32 million euros. The In Italy, cumulative savings totaled 8 million euros since 2013; this energy efficiency steps taken have a positive effect on the energy Group region has a more expensive average kWh price. All the regions budgets, generating savings of close to 30.6 million euros over the have seen their energy budgets fall by at least 20% in the last four past four years on a like-for-like basis, given that the energy rates are years. constantly increasing. In France and Belgium, cumulative savings were over 38% for the same Central Europe and Turkey recorded a 34% fall since 2013 in energy period. budgets. 3 SAVINGS FROM CHANGES IN ENERGY USAGE AND ENERGY COSTS 2017/13 like-for-like basis (75% coverage): 105 shopping centers and 3,702,432 sq.m Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia & Turkey Netherlands Germany Group rate MWh 2013 103,653 95,625 72,585 32,467 88,601 12,040 25,685 430,657 2015 87,674 86,657 60,930 30,192 77,919 9,016 24,444 376,830 2016 77,850 85,129 62,309 29,981 74,366 9,106 22,677 361,416 2017 79,084 86,566 60,992 27,882 72,339 10,162 21,612 358,636 2017/13 -24% -9% -16% -14% -18% -16% -16% -17% 2013 77 144 107 112 89 91 138 106 2015 85 142 105 111 86 96 136 107 2016 84 134 104 105 80 99 146 104 2017 63 119 102 102 72 73 86 90 75% € excl. VAT/ MWh 2017/13 -19% -17% -4% -9% -19% -19% -38% -15% 2013 8,010,572 13,732,640 7,770,556 3,632,962 7,868,557 1,091,627 3,534,298 45,641,212 2015 7,448,257 12,266,483 6,401,276 3,337,290 6,731,259 863,172 3,316,797 40,364,535 2016 6,557,778 11,404,353 6,480,208 3,151,757 5,930,582 901,337 3,308,190 37,734,205 2017 4,980,326 10,279,100 6,242,740 2,839,577 5,180,549 741,771 1,857,117 32,121,180 € excl. VAT 2017/13 -38% -25% -20% -22% -34% -32% -47% -30% CUMULATIVE SAVINGS IN € EXCL. VAT 5,632,730 8,057,598 5,078,973 1,718,422 6,815,042 882,727 2,399,039 30,584,531 In 2017, the Group undertook a strategic study of its energy supplies it possible to improve the quality of supply but also to generate across all the countries in which it operates. The study identified substantial savings. These initiatives started being implemented in a areas for significant improvement, country by country, that will make number of countries in 2017 and will be broadened in 2018. KLÉPIERRE 2017 REGISTRATION DOCUMENT 179

SUSTAINABLE DEVELOPMENT 4Act for the Planet Overall energy performance of the buildings, including tenants, assessed over 52 centers An environmental appendix is incorporated into new leases all over Europe. In addition, Klépierre already has access to information on the whole building energy usage, including tenants, at 52 centers, representing 36% of the property portfolio in value. 3 ENERGY CONSUMPTION IN MWH AND ENERGY EFFICIENCY IN KWH/SQ.M AND KWH/VISIT FOR THE WHOLE BUILDING Energy consumption in MWh and energy efficiency in kWh/sq.m and kWh/visit for the whole building on a current basis 2017 current basis (36% coverage): 52 shopping centers and 1,827,910 sq.m Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia (a) Germany Group & Turkey Netherlands rate Number of centers 8 3 13 3 23 2 0 52 MWh 16,311 10,634 51,909 9,402 87,465 10,321 0 186,042 Shared equipment % 71% 75% 43% 93% 41% 66% N/A 47% MWh 6,578 3,582 68,383 711 125,131 5,404 0 209,790 36% Tenant equipment % 29% 25% 57% 7% 59% 34% N/A 53% MWh 22,889 14,216 120,292 10,114 212,596 15,725 0 395,832 kWh/ Whole building sq.m 14 16 151 20 264 113 N/A 79 (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). The Group is working on a number of ways to further increase In addition to the assessment using the location-based method of cooperation with retailers, especially on environmental and energy the GHG Protocol, Klépierre is also publishing the same information matters. In the centers where full usage information is available, according to the market-based methods in order to improve the specific communication and awareness-raising measures are transparency of the performance indicators. put in place. These measures may take different forms and in any Quantifying CO emissions under Scope 3 gives a better idea of case require a good understanding of the technical and business 2 characteristics of each retailer. Klépierre’s broader carbon footprint and the effects of the activities of its stakeholders (retailers, visitors and providers in particular). More broadly, the vast majority of centers have already established In 2017, the emphasis has been on a better quantification of dialog with some or all of their tenants on environmental matters Scope 3. A carbon study was conducted so that the Group could through dedicated meetings (at 58% of properties in the portfolio) and better understand its footprint on the different scales included in written communication (80% of properties in the portfolio), particularly the enlarged Scope 3 in order to define relevant actions to reduce on their energy consumption. emissions but also to anticipate the effects of climate change and carbon emissions on Klépierre’s business. 4.2.2 Climate change The Group’s total energy usage plus leaks from the use of refrigerant gases resulted in the emission of 113,507 metric tons of CO e in 2017. Klépierre’s efforts to fight climate change are based on ongoing efforts A decline of 4,532 metric tons of CO 2 e was recorded compared to 2016. to reduce its greenhouse gas emissions and active planning on how 2 its assets will need to be adapted. Year-on-year changes on a current basis are mainly due to the various Accurate measurement of CO emissions under Scopes 1 and 2 of the disposals and acquisitions made by the Group over the past four years. GHG Protocol(1) 2 give Klépierre an accurate picture of its direct and indirect contribution to greenhouse gas emissions, as well as of its dependence on fossil fuels. 180 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for the Planet 4 3 GREENHOUSE GAS EMISSIONS IN TCO FROM ENERGY USAGE IN COMMON AREAS AND THE USE OF REFRIGERANT GASES 2E (SCOPES 1 AND 2) AND ENERGY USAGE IN TENANT AREAS (SCOPE 3) 2017 current basis (96% coverage): 138 shopping centers and 4,988,828 sq.m EPRA: GHG-Dir-Abs – GHG-Indir-Abs – GHG-Int 2017 2016 Central France- Europe The Belgium Italy Scandinavia Iberia & Turkey Netherlands Germany Group Group Gas 2,908 4,088 105 559 2,845 0 0 10,505 8,323 Fuel oil/Biofuel 6 290 106 0 0 0 0 401 270 Refrigerant gas 2,147 3,466 66 1,739 1,173 0 0 8,590 7,861 Direct emissions SCOPE 1 5,060 7,843 277 2,298 4,018 0 0 19,496 16,453 Electricity 4,185 32,661 2,041 12,624 23,691 4,873 5,020 85,094 93,889 Heating 1,435 0 1,676 0 4,003 312 1,060 8,485 7,268 Cold 259 0 64 0 0 13 96 431 427 Indirect emissions SCOPE 2 5,878 32,661 3,781 12,624 27,694 5,198 6,176 94,011 101,585 EMISSIONS SCOPE 1 + 2 10,938 40,504 4,058 14,922 31,712 5,198 6,176 113,507 118,039 Group coverage rate 96% 97% Tenant areas electricity 18,523 57,350 8,631 31,757 74,776 8,206 25,452 224,695 69,186 Tenant area gas 336 44 57 88 1,267 173 0 1,966 1,048 RELEVANT KNOWN (a) 18,859 57,394 8,688 31,845 76,043 8,379 25,452 226,661 70,234 EMISSIONS FROM SCOPE 3 Group coverage rate 36% 19% (a) 2017 data are not comparable with the 2016 data considering the broader Scope 3. 2017 2016 Central France- Europe The Belgium Italy Scandinavia Iberia & Turkey Netherlands Germany Group Group Gas 2,908 4,088 105 559 2,845 0 0 10,505 8,323 Fuel oil/Biofuel 6 290 106 0 0 0 0 401 270 Refrigerant gas 2,147 3,466 66 1,739 1,173 0 0 8,590 7,861 Direct emissions SCOPE 1 5,060 7,843 277 2,298 4,018 0 0 19,496 16,453 Electricity 2,810 16,728 4,145 8,254 20,243 0 4,460 56,640 59,076 Heating 1,435 0 1,676 0 4,003 312 1,060 8,485 7,268 Cold 259 0 64 0 0 13 96 431 427 Indirect emissions SCOPE 2 4,504 16,728 5,885 8,254 24,246 325 5,616 65,557 66,772 EMISSIONS SCOPE 1 + 2 9,564 24,571 6,162 10,552 28,264 325 5,616 85,053 83,225 Group coverage rate 96% 97% Tenant areas electricity 21,386 77,245 49,429 38,161 76,517 8,991 38,154 309,884 69,186 Tenant area gas 336 44 57 88 1,267 173 0 1,966 1,048 RELEVANT KNOWN (a) 21,723 77,289 49,486 38,250 77,784 9,164 38,154 311,850 70,234 EMISSIONS FROM SCOPE 3 Group coverage rate 36% 19% (a) 2017 data are not comparable with the 2016 data considering the broader Scope 3. The calculation of emissions included in Scope 2 of the first table usage) cannot be accounted at a zero emission factor. The ongoing complies with the “location-based” method in the GHG Protocol. The decline in CO2 emissions on a like-for-like basis thus reflects real emission factors used vary substantially from one Group country to energy saving measures, and is not artificially increased by purchasing (1) another . Central Europe and Italy thus generate close to two thirds so-called “green” electricity. of greenhouse gas emissions on a current basis. Klépierre pays close To be able to illustrate the efforts undertaken to supply electricity attention to the emission factors of the various energy sources and from renewable sources, Klépierre has widened its Group reporting favors the cleanest energies. to also calculate emissions according to the market-based method According to the “location-based method,” electricity from renewable that consists in applying emission factors from each of the energy sources (even though it represents 60% of the Group’s total electricity suppliers. (1) The emission factors used for electricity vary substantially from one country to another. For example, they are 60 times higher in Poland compared to Norway. Source: CO Emissions from Fuel Combustion (2013 Edition), IEA, Paris. CO emissions per kWh from electricity generation. 2 2 KLÉPIERRE 2017 REGISTRATION DOCUMENT 181

SUSTAINABLE DEVELOPMENT 4Act for the Planet 3 GREENHOUSE GAS EMISSIONS IN TCO E AND CARBON INTENSITY IN KGCO E/SQ.M AND GCO E/VISIT FROM ENERGY USAGE 2 2 2 IN COMMON AREAS AND SHARED EQUIPMENT, ON A CURRENT BASIS 2017 current basis (96% coverage): 138 shopping centers and 4,988,828 sq.m EPRA: GHG-Dir-Abs – GHG-Indir-Abs – GHG-Int Central Group France- Europe The coverage Location-based Belgium Italy Scandinavia Iberia (a) Germany Group & Turkey Netherlands rate tCO e 2015 8,761 37,932 5,289 15,121 37,686 5,485 7,459 117,733 98% 2 2016 7,438 36,799 5,748 13,136 34,845 5,221 6,990 110,178 97% 2017 10,938 40,504 4,058 14,922 31,712 5,198 6,176 113,507 96% kgCO e/sq.m 2015 10 54 6 42 54 35 27 30 98% 2 2016 9 52 7 42 52 34 25 29 97% 2017 9 48 6 40 54 74 22 28 96% gCO e/visit 2015 34 243 61 144 292 130 213 142 96% 2 2016 30 248 62 131 279 125 201 139 97% 2017 36 235 47 141 247 317 181 134 96% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). Central Group France- Europe The coverage Market based Belgium Italy Scandinavia Iberia (a) Germany Group & Turkey Netherlands rate tCO e 2016 4,913 20,536 6,463 7,649 29,148 552 6,104 75,364 97% 2 2017 9,564 24,571 6,162 10,552 28,264 325 5,616 85,053 96% kgCO e/sq.m 2016 6 29 8 24 43 4 22 20 97% 2 2017 8 29 10 28 48 5 20 21 96% gCO e/visit 2016 20 140 70 77 233 13 175 95 92% 2 2017 31 142 71 99 220 20 164 100 96% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). The Act for Good® strategy raises the ambition with the A 19% decline in emissions on a like-for-like basis commitment, in 2022, to have the five bigger shopping since 2013 centers of the portfolio being carbon positive. These centers are Field’s (Copenhagen, Denmark), Créteil Soleil (Paris area, On a pro forma like-for-like basis, emissions from energy usage in the France), Val d’Europe (Paris area, France), Porta di Roma (Roma, Italy) common areas and shared equipment in buildings have fallen 19% and Emporia (Malmö, Sweden). These five centers are considered as since 2013, representing a reduction of 21,165 metric tons of CO2e innovation pilots, positive results obtained are meant to be replicated in four years. There was a 19% decline in gCO e/visit at Group level. on the other shopping centers to aim the carbon neutrality of the 2 entire portfolio. 182 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for the Planet 4 3 GREENHOUSE GAS EMISSIONS IN TCO E AND CARBON INTENSITY IN KGCO E/SQ.M AND GCO E/VISIT 2 2 2 FROM ENERGY USAGE IN COMMON AREAS AND SHARED EQUIPMENT 2017/13 like-for-like basis (75% coverage): 105 shopping centers and 3,705,432 sq. m EPRA: GHG-Dir-LfL – GHG-Indir-LfL – GHG-Int Central Group France- Europe The coverage Location-based Belgium Italy Scandinavia Iberia & Turkey Netherlands Germany Group rate tCO e 2013 9,092 34,079 7,166 9,362 37,883 4,393 6,822 108,797 2 2015 7,045 31,628 4,626 8,672 34,686 3,083 6,696 96,435 2016 6,081 30,869 4,820 8,658 32,927 3,122 6,259 92,735 75% 2017 6,931 28,819 3,301 8,957 29,830 4,308 5,486 87,632 2017/16 14% -7% -32% 3% -9% 38% -12% -6% 2017/13 -24% -15% -54% -4% -21% -2% -20% -19% kgCO e/sq.m 2013 12 57 12 42 59 46 27 34 2 2015 9 53 8 39 54 32 26 30 2016 8 52 8 39 51 32 25 29 75% 2017 8 52 6 43 52 45 21 29 2017/16 1% 0% -21% 10% 1% 38% -14% 0% 2017/13 -30% -9% -48% 2% -12% -2% -21% -14% gCO e/visit 2013 42 254 113 127 338 432 222 166 2 2015 32 239 73 115 292 330 207 148 2016 28 237 75 112 277 346 196 143 75% 2017 32 227 52 113 244 482 175 135 2017/15 12% -4% -30% 1% -12% 39% -11% -6% 2017/13 -24% -10% -54% -11% -28% 12% -21% -19% Central Group France- Europe The coverage Market based Belgium Italy Scandinavia Iberia & Turkey Netherlands Germany Group rate tCO e 2016 3,693 18,312 5,807 5,150 27,376 318 5,491 66,147 2 2017 5,446 20,765 5,553 5,162 26,447 325 5,008 68,706 2017/16 47% 13% -4% 0% -3% 2% -9% 4% kgCO e/sq.m 2016 5.1 30.9 9.5 23.2 42.4 3.3 21.6 21 2 75% 2017 6.6 37.4 10.5 24.7 45.9 3.4 19.4 23 2017/16 30% 21% 10% 6% 8% 2% -10% 10% gCO e/visit 2016 17 146 90 66 230 35 172 103 2 2017 25 164 88 65 216 36 159 106 2017/16 44% 12% -2% -2% -6% 3% -7% 2% Develop awareness of the broader carbon footprint beyond the scope of direct responsibility Klépierre’s awareness of its impact in terms of greenhouse made by visitors to the shopping centers are the largest line items in gas emissions is not limited to the scope of the Group’s direct the Group’s Scope 3 and are therefore presented below in Klépierre’s (1) responsibility. The consumption of the retailers and the journeys broader carbon footprint . (1) Journeys by visitors were estimated asset-by-asset using an average distance of 10 to 22 km for a round trip journey depending on the type of asset and applying an emission factor specific to each mode of transportation according to the breakdown of visits. Emissions from retailer energy usage were estimated by extrapolating the CO impact of energy usage for 2 centers for which we have usage information on tenants across the entire property portfolio. Head office emissions include energy usage associated with French head office buildings. KLÉPIERRE 2017 REGISTRATION DOCUMENT 183

SUSTAINABLE DEVELOPMENT 4Act for the Planet 3 BROADER CARBON FOOTPRINT IN tCO E – SCOPES 1 TO 3 2 2017 current basis (96% coverage) : 138 shopping centers and 4 988 828 sq.m. EPRA: 6.5 85,094 56,640 10,906 8,590 8,917 189 Direct emissions Direct emissions from Other zero-valued Direct fugitive Indirect emissions Indirect emissions from fixed mobile combustion emissions(1) emissions related to related to steam, heating combustion sources engine sources electricity consumption or cooling consumption Scope 1 Scope 2 1,421,331 311,850 226,661 50,166 26,520 15,305 10,497 355 647 355 Emissions related Purchases Fixed Waste Business Investments Visitor Other Downstream Commuting to energy of products property assets travel and customer zero-valued leasing not included in and services transport (2) emissions “Direct GHG emissions” and “Indirect GHG emissions” categories Scope 3 Location based Market based (1) Other Scope 1 zero-valued emissions: direct emissions from processes excluding energy; direct emissions from biomass (soil and forestry). (2) Other Scope 3 zero-valued emissions: upstream goods transport; upstream leasing assets; downstream goods transport; use of products sold; end of life of products sold; downstream franchise; other indirect emissions. 3 PROPORTION OF EACH SCOPE IN THE TOTAL OF EMISSIONS Location-based 5% 94% Concrete actions to limit the impacts linked to Scope 3 have already Scope 2 Scope 3 been implemented (see section 4.2.1 “Energy Performance”). 1% The Group communicates with the retailers on environmental issues Scope 1 at over 87% of its property portfolio in value. In addition, 98% of Klépierre shopping centers are accessible by public transportation and, in 2017, 47% of visitors went to the centers by public transportation or by green modes of transportation (walking or cycling). 184 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for the Planet 4 To assess the indirvect emissions precisely, a carbon study was Increasing the number of sorting solutions conducted in 2016 to assess certain major items of Scope 3, The Group is endeavoring to increase the number of sorting solutions particularly visitor journeys and the upstream portion of retailers’ in order to grow the proportion of waste sorted on site and thereby activity (product manufacture and upstream freight). With the same reduce the overall processing cost. Over 30 different types of waste goal of precision for the Group’s carbon accounting, in 2017, Klépierre can thus be sorted at the best-performing centers. added some initially missing items (admittedly immaterial, but useful in achieving a comprehensive overall assessment of the various items) The measures taken at the centers are designed to emphasize the to its overall carbon footprint. environmental and financial benefits of on-site separation. They involve raising awareness among employees and working closely with Anticipating the adaptation required due retailers. The Group has great expertise available in this matter, for to the effects of climate change example in Scandinavia or in Germany where 100% recycling rates have been achieved thanks to highly sophisticated collection and Adapting to the effects of climate change presents some challenges separation systems. for the Group. Klépierre is ensuring it capitalizes on these experiences: the Group > The main impacts of this adaptation are financial. The actions best practices manual contains 12 operational illustrations of mentioned above all limit the consequences. They are designed exemplary practices in waste management. to reduce Klépierre’s dependence on fossil fuels and will enable the On average in Europe, 42% of waste is sorted directly at the centers, Group to guard against overly large fluctuations in energy costs. representing more than 29,000 metric tons in 2017. > The physical impacts are more limited, as Klépierre’s assets are located in the major cities in Europe. 3 WASTE SORTED AT THE CENTERS BY TYPE IN METRIC TONS Anticipating them involves dynamic risk management (see section 2017 current basis (93% coverage): 126 shopping centers 1.9.4 “Control measures addressing major risks”). Structural audits and 4,714,794 sq.m EPRA: Waste-Abs are systematically performed to warn of the impacts of extreme weather events (storms, heavy rainfall or snowfall, etc.) and the 2017 – Group In metric tons As % Group’s energy saving efforts will help it to protect itself against changes in average temperatures and higher heating or air 1. Cardboard 14,447 20.6% conditioning requirements. Finally, the Group’s property portfolio 2. Paper 4,401 6.3% is not really affected by drought (see next section 4.2.3 “Circular 3. Glass 672 1.0% economy”). 4. Hangers 37 0.1% > Possible regulatory changes associated with combating climate 5. Plastic 917 1.3% change are mainly examined by the dedicated working groups 6. Metals 216 0.3% within the professional organizations to which the Group belongs. 7. WEEE 48 0.1% 8. Pallets 21 0.0% 9. Food and organic waste 7,553 10.8% 4.2.3 Circular economy 10. Wood 522 0.7% 11. Batteries 9 0.0% Waste management 12. Bulbs and fluorescent tubes 4 0.0% 13. Other waste sorted 706 1.0% Klépierre aims for effective waste management by offering tailored Subtotal Waste sorted on site 29,553 42.1% sorting solutions for tenants and visitors, and then ensuring, with the Unsorted waste 40,630 57.9% service providers responsible for removing and processing the waste, TOTAL 70,182 100% that it reaches the proper destination. Group coverage rate 93% The operation of the Group’s shopping centers generated over 70,182 The percentage of waste recycled and recovered has risen since 2012. metric tons of waste. 99% of this waste was deemed non-hazardous. Klépierre will continue its actions to further limit the disposal of waste Bulbs, fluorescent tubes, electronic waste, electrical appliances and generated by the activities of the shopping centers and to increase paint constitute the bulk of the hazardous waste. They are separated recycling efforts. from other types of waste on site and processed through special recovery channels. The Act for Good® Action Plan provides that by 2022, 100% of waste will be diverted from landfill, meaning that it will be Klépierre is targeting food waste at its centers! recovered. In 2017, Klepierre signed a Europe-wide partnership with the start- Klépierre wants to give a new lease of life to waste and involve each up Too Good To Go. retailer in a circular economy approach. The goal is to go beyond mere Using its mobile app, Too Good To Go, restaurant chains can sell waste recycling, and instead turn it into a resource and give it a new the unsold food of the day. The unsold food is sold at rock-bottom lease of life. Cooperation with centers and retailers is thus essential prices, enhancing the affordability of products for shopping center to achieving this circular economy goal. visitors. Most of the properties in the portfolio are equipped with multi- A dozen centers in five countries have already committed and compartment bins in the common areas, also making it possible to proposed this option to their tenants. raise awareness about selective sorting among center visitors. Tenants are also made aware and ever-more frequent training on sorting waste is being given by technical directors of the centers. KLÉPIERRE 2017 REGISTRATION DOCUMENT 185

SUSTAINABLE DEVELOPMENT 4Act for the Planet (1) 3 PROPORTION OF WASTE RECYCLED AND RECOVERED 2017 current basis (92% coverage): 102 shopping centers and 4,009,731 sq.m Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia & Turkey Netherlands(a) Germany Group rate RECYCLED 2015 33% 39% 52% 32% 30% 0 0 37% 86% 2016 33% 42% 52% 33% 39% 37% 67% 39% 86% 2017 28% 38% 52% 38% 36% 65% 67% 42% 92% RECOVERED 2015 80% 48% 100% 60% 62% 1 1 75% 86% 2016 80% 48% 99% 59% 66% 99% 100% 75% 86% 2017 78% 68% 100% 59% 44% 97% 99% 75% 92% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). 3 BREAKDOWN OF WASTE BY DESTINATION 2017 current basi (94% coverage) s: 129 shopping centers and 4,740,614 sq.m EPRA: Waste-Abs Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia & Turkey Netherlands(a) Germany Group rate Recycled a 5,381 3,223 3,269 3,848 2,514 1,809 293 20,336 Reused b 245 1,196 0 0 309 0 0 1,750 Composted c 79 584 670 1,610 118 48 27 3,135 Subtotal recycled a+b+c 5,704 5,004 3,938 5,458 2,941 1,857 320 25,221 Incinerated e 5,642 0 4,559 470 865 845 148 12,530 94% Any other form of recovery f 970 3,513 898 0 129 0 100 5,611 Subtotal recovered a+b+c+e+f 12,317 8,516 9,395 5,929 3,935 2,702 568 43,562 Landfill + incinerated not recovered g 10,417 6,154 369 4,281 5,171 70 358 26,820 TOTAL IN METRIC TONS 22,734 14,671 9,765 10,209 9,106 2,772 926 70,182 (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). 3 CHANGE IN BREAKDOWN OF WASTE BY DESTINATION 2017/15 like-for-like basis (71% coverage): 96 shopping centers and 3,510,408 sq.m EPRA: Waste-LfL 2017 2016 2015 Group Group Group Group In metric In metric coverage In metric tons As a % tons As a % tons As a % rate Recycled a 14,640 30% 16,856 36% 15,998 35% Reused b 1,582 3% 37 0% 222 0% Composted c 2,771 6% 1,398 3% 605 1% Subtotal recycled a+b+c 18,993 39% 18,291 39% 16,824 37% Incinerated e 9,651 20% 8,207 17% 6,916 15% 71% Any other form of recovery f 5,138 11% 8,810 19% 10,245 23% Subtotal recovered a+b+c+e+f 33,781 69% 35,309 75% 33,985 75% Landfill + incinerated not recovered g 18,111 31% 11,909 25% 11,458 25% TOTAL 51,892 100% 47,218 100% 45,443 100% In 2017, significant work leading to higher precision in waste reporting > Another pilot on optimized waste management was also launched was conducted over the entire scope for greater transparency at the Claye Souilly center. regarding the destination of waste collected (which explains the > In addition to managing final waste, the Group also wants to trends in the tables above). promote and develop initiatives to breathe new life into it by Waste management at a center involves a large number of parties, and involving each tenant in a circular economy approach. The goal this is the main reason the Group wanted to involve its partners in the is to go beyond mere waste recycling, and instead turn it into a search for innovative solutions: resource and give it a new use. Cooperation between the Klépierre > Klépierre signed a partnership with Veolia, a recognized player in teams and the retailers is thus essential to achieving this circular waste management, to make the Val d’Europe center an innovation economy goal. test bed. Lasting some six months, this pilot was intended to combine Klépierre’s expertise in running shopping centers with Veolia’s expertise in waste management in order to jointly develop the solutions of the future. (1) The authorities are responsible for the collection of waste on certain sites in Italy, France, and Turkey. These sites are not included in the reporting because the Group does not have control over the final destination of the waste and does not receive any reports from the provider, which explains the 86% coverage rate.. 186 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for the Planet 4 Water consumption The Group’s shopping centers used 3.6 million m3 of water in 2017. The most significant variable in the water price is the cost of treating This figure includes tenant consumption because the Group knows waste water. The Group focuses its efforts on two areas: limiting the the usage of all buildings throughout Europe. amount of water used and monitoring the quality of wastewater. 3 WATER CONSUMPTION IN M3 3 AND WATER CONSUMPTION INTENSITY IN M /SQ.M AND L/VISIT 2017 current basis (93% coverage): 136 shopping centers and 4,918,367 sq.m EPRA: Water-Abs – Water-Int Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia & Turkey Netherlands(a) Germany Group rate m3 2015 871,834 1,321,695 373,200 310,059 685,390 22,055 125,856 3,710,089 85% 2016 846,199 1,281,014 391,130 220,780 657,244 58,726 126,798 3,581,890 90% 2017 949,813 1,101,426 358,163 337,018 665,408 26,345 118,636 3,556,809 93% 3 m/sq.m 2017 0.59 1.23 0.45 0.68 0.83 0.19 0.42 0.71 93% L/visit 2017 4.26 7.85 5.68 4.27 6.66 2.17 4.89 4.16 93% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). Very low risk of water stress The Group’s property portfolio is not very exposed to water stress. Over 95% of centers (in value) are not affected by this situation. Only eight centers are exposed in four countries (three in Turkey, one in Hungary, two in Italy and two in Spain). The other countries are not subject to this stress. For exposed centers, Klépierre has implemented special measures: the Group’s best practices guide provides recommendations for centers with a high risk of water stress. For the rest of the Group’s portfolio, the reduction of water consumption is still an operational objective for sites and is monitored. 3 PROPORTION OF CENTERS NOT EXPOSED TO WATER STRESS RISK IN 2017 (% IN VALUE) 2017 current basis (98% coverage): 138 shopping centers and 5,027,646 sq.m Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia & Turkey Netherlands Germany Group rate Unexposed 100% 88% 100% 91% 78% 100% 100% 95% Exposed (% in value) 0% 12% 0% 9% 22% 0% 0% 5% 98% Exposed (in number of centers) 0 2 0 2 4 0 0 8 Source: “Aqueduct” project of the World Resources Institute, Aqueduct’s global water risk mapping, overall risk. 3 The Group is also gradually rolling out automatic instantaneous 0.75 m /sq.m, 10% down over the past four years on a like-for-like basis measurement systems for water usage. The Group’s usage is down 10% over the past four years on a like- The use of water-saving materials, better management of green for-like basis. spaces with less water-hungry species or the recovery and reuse of rainwater are the main options explored for Klépierre’s buildings. The three largest usages in a shopping center (excluding tenant areas) are as follows: Best practice air-cooling towers in Warsaw > air conditioning equipment, in particular cooling towers; > In line with the Group’s best practices, the center at Sadyba, > toilets; which had to replace its air-cooling towers, switched to adiabatic cooling towers, improving safety (no more risk of > cleaning. legionella) as well as energy gains of over 60%, and water of Major efforts have been made over the past number of years to over 80%. improve the measurement of usage, in particular through the > The return on investment horizon calculated at the outset installation of many individual meters in order to have a more detailed of the project of 3.5 years, was measured in real operating analysis by store and by usage. conditions at less than 2 years. KLÉPIERRE 2017 REGISTRATION DOCUMENT 187

SUSTAINABLE DEVELOPMENT 4Act for the Planet 3 3 3 WATER CONSUMPTION IN M AND WATER CONSUMPTION INTENSITY IN M /SQ.M AND L/VISIT 2017/13 like-for-like basis (74% coverage): 88 shopping centers and 2,922,794 sq.m EPRA: Water- LfL – Water-Int. Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia & Turkey Netherlands Germany Group rate m3 2013 837,053 604,471 244,375 184,201 648,555 8,066 81,438 2,608,160 2015 781,427 583,871 251,438 185,016 642,698 10,276 91,202 2,545,928 2016 723,543 532,260 271,090 177,826 628,556 10,616 94,402 2,438,294 74% 2017 692,008 509,613 261,037 177,402 576,165 9,940 92,239 2,318,404 2017/16 -4% -4% -4% 0% -8% -6% -2% -5% 2017/13 -17% -16% 7% -4% -11% 23% 13% -11% 3 m/sq.m 2013 0.87 1.64 0.39 1.00 0.90 0.09 0.46 0.84 2015 0.82 1.60 0.39 1.00 0.90 0.12 0.52 0.82 2016 0.76 1.46 0.42 0.96 0.88 0.12 0.54 0.78 72% 2017 0.72 1.32 0.41 0.84 0.80 0.09 0.41 0.75 2017/16 -6% -10% -3% -13% -8% -25% -24% -4% 2017/13 -17% -20% 5% -15% -11% -1% -12% -10% L/visit 2013 3.84 7.84 3.86 5.65 5.53 9.53 3.66 4.90 2015 3.65 7.38 3.94 5.31 5.19 11.20 4.09 4.71 2016 3.41 6.83 4.20 5.02 5.09 11.13 4.28 4.54 74% 2017 3.71 6.48 4.13 4.84 4.71 10.55 4.15 4.51 2017/16 9% -5% -2% -4% -8% -5% -3% -1% 2017/13 -3% -17% 7% -14% -15% 11% 13% -8% Monitoring the quality of waste water > systematically considering the use of environmentally-friendly materials; Lastly, close attention is paid to the quality of waste water. The drainage systems are cleaned on a regular basis, and almost all of the > examining the origin of raw materials used, in particular wood for parking lots managed by the Group are equipped with oil separators which companies must prove that it is legally sourced. Klépierre in order to treat run-off before it reaches the public networks. On-site favors certification under the PEFCTM or FSC® programs. infiltration of rainwater may also be encouraged, in compliance with The Act for Good® strategy provides that by 2020, 100% of the authorized levels, in order to limit soil sealing. development projects will source certified wood during the construction phase. Natural resources At the Prado, which will open in Marseille in 2018, Klépierre is going even further by drawing on the Cradle to Cradle™ philosophy. It Strict and limited use of natural resources will thus become the first shopping center in France to apply this The use of natural resources (apart from fossil fuels and water) is methodology, which aims to encourage the use of recyclable or primarily concentrated in the building development phase. reusable materials while considering their future processing from the outset. The Group takes specific measures to limit their use. It works closely In addition to the materials, this approach rewards the integration with leading real estate developers that have structured environmental of environmental and social issues into the center’s design. The approaches. The use of natural resources is managed and verified canopy roof therefore allows for internal air to be renewed and for by means of well-established certifications, in particular the BREEAM optimal penetration of daylight. Hundreds of square meters of living certification with the Group targeting at least an “Excellent” rating for walls, terraces and beehives will house a diverse flora and fauna, and all new development projects. educational pathways will also be created. A carpooling system will be This management consists for instance of: implemented for the center’s employees. The center will be powered > paying special attention to “green building site” policies by energy from the heating loop created from the water treatment implemented by the developers; plant in the eco-district, therefore reducing the carbon impact and purchasing costs. > implementing strict environmental impact monitoring during the During the building operation phase, the teams are made aware of the construction phase; products and materials used. These criteria are used when selecting suppliers. A list of the least environmentally harmful products and materials is also appended to the cleaning framework agreement. 188 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for the Planet 4 Biodiversity and health quality 4.2.4 Building certification Respecting local biodiversity and the health quality Klépierre is obliged The environmental certifications favored by Klépierre are well-known to provide at its centers both require greater consideration of the in the real estate sector. They attest to the effectiveness of the natural environment and its desire to limit its environmental impact. measures taken, both during the building development phase and These concerns are incorporated into the Group’s development operational phase. projects and are also monitored throughout the life of its centers. Biodiversity studied as part of all developments Making the most of the complementarity of BREEAM and ISO 14001 Ecologists are routinely involved in development projects for new The Group currently favors three standards: BREEAM New assets or extensions of existing buildings. The ecologists’ reports Construction, BREEAM In Use and ISO 14001 during operation. are useful for a greater understanding of the surrounding natural environment and make it possible to better identify and preserve local These certifications give the Group a real complementary approach. flora and fauna. Their advice guides the architects and developers to Each standard has its own special features, making it possible to help them take into account existing ecosystems and select the most respond more closely to the needs expressed at Group level. appropriate plant species. > The ISO 14001 standard helps to really structure the environmental Taking these aspects into account forms part of the BREEAM New approach implemented at each asset. It drives the teams to Construction certification, especially the credits granted toward the become part of a continual improvement process, to monitor the “Land Use and Ecology” target. progress made, and to implement action plans to achieve the Green roofs are among the preferred options. The Emporia shopping stated goals. center in Malmö, Sweden, has a publicly accessible green roof covering > The BREEAM New Construction or In Use frameworks have over 27,000 sq.m. When renovating the roof of the Alexandrium center the advantage of exhaustively mapping the environmental in Rotterdam (the Netherlands), over 22,000 sq.m. of sedums were performances of a building (under development or in use). planted. Finally, the Prado project in Marseille will have a green roof under a glass canopy covering 4,200 sq.m. Local species are preferred Goal: 100% of assets with sustainable on these surfaces, and the use of invasive species is prohibited. development certifications Initiatives to encourage biodiversity In 2017, over 75% of the Group’s portfolio was certified in value, mainly at a majority of centers through the BREEAM and ISO 14001 certifications. The Act for Good® action plan provides that by 2022, 100% Since 2016, the La Gavia center in Madrid (Spain) also has ISO of development projects will implement a biodiversity action 50001 certification which provides a more precise assessment of plan. energy management. In 2017, a second Spanish center was awarded Klépierre’s impact on biodiversity is systematically considered for new certification: the Plenilunio center (Madrid, Spain). projects. It is also incorporated for existing shopping centers. The Group now wants to consolidate this level while renewing In 2017, 94% of centers took at least one action in favor of biodiversity: its current certifications. The objective of the Act for Good® plan for 2022 is twofold: to obtain at least a “sustainable > shelters to house bird nests; development” certification for existing centers and to guarantee that > Partnership with a school to raise awareness about biodiversity 100% of development projects will be certified at least BREEAM efforts; “Excellent” by 2022. > development of green areas: The priority remains to have the centers BREEAM In Use certified; however, for very small centers for which BREEAM certification is > presence of hives. less relevant, we are working on deploying an internal “sustainable development” certification. 3 INITIATIVES TO PROMOTE BIODIVERSITY 3 PROPORTION OF CENTERS CERTIFIED 2017 current basis (98% coverage): 138 shopping centers and 5,027,646 sq.m 2017 current basis (98% coverage): 138 shopping centers and 5,027,646 sq.m Group Number coverage Group of centers % in value rate Group coverage rate Environmental-friendly 2015 64.6% 100% management of green spaces 24 17% 2016 67.9% 100% Partnership with an 2017 75.4% 98% association and/or a school 5 4% 98% Biodiversity action plan 3 2% Wildlife shelters 12 9% Other initiatives 86 62% At least one action 130 94% KLÉPIERRE 2017 REGISTRATION DOCUMENT 189

SUSTAINABLE DEVELOPMENT 4Act for the Planet First Cradle to Cradle™ certification 4.2.5 Sustainable mobility in a shopping center! Klépierre will open a brand new shopping center in Marseille Developing transportation accessibility to centers in Spring 2018. All the materials and products used during and encouraging green forms of transportation construction were selected and used in accordance with the The proximity and accessibility to modes of transportation at shopping requirements imposed by the Cradle to CradleTM label; a first for centers are an integral part of Klépierre’s strategy. a commercial tertiary building! This label, which was established in 2010, deals with reusable Location, urban density and transportation offerings are key criteria products and ensures the proper use of materials, energy, water in selecting an investment. And the Group is also taking steps to and labor. increase and diversify the transportation solutions at existing centers. 45% of visitors either walk or take public transportation to the Klépierre centers. 26% of visitors use public transportation, reflecting 3 PROPORTION OF CENTERS CERTIFIED the strategic repositioning undertaken over the past number of years BY TYPE OF CERTIFICATION (% IN VALUE)(1) toward more central and better connected assets as well as the 2017 current basis (98% coverage): ongoing efforts regarding transportation options. 138 shopping centers and 5,027,646 sq.m EPRA: Cert-Tot As part of its latest customer satisfaction survey (see section 4.4.1 “Visitor satisfaction”), Klépierre integrated questionnaires on the Rentable Group accessibility of the centers in order to refine its data on journeys Number of floor area % in coverage by visitors. Based on the 26,466 responses obtained (all centers centers certified value rate combined), Klépierre was able to assess, among other things, the ISO 14001 48 2,018,359 36.3% car occupancy rate, which is 2.43 persons per vehicle on average. ISO 50001 2 140,702 4.0% The more detailed data will be used to refine the calculation of CO 2 Breeam in Use 34 1,355,285 35.2% emissions related to the greatest item in the Group’s carbon footprint, Other namely visitors’ journeys. certifications 1 72,766 1.2% AT LEAST ONE 98% OPERATIONAL CERTIFICATION 76 3,150,199 68.9% BREEAM NEW CONSTRUCTION 10 527,406 13.4% At least one certification 82 3,490,828 75.4% 3 BREAKDOWN OF VISITS BY TRANSPORTATION METHOD 2017 current basis (84% coverage): 125 shopping centers and 4,563,416 sq.m EPRA: 6.4 Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia & Turkey Netherlands(a) Germany Group rate Motorized 2015 57% 90% 53% 64% 40% 0 0 59% 92% transportation 2016 58% 91% 46% 62% 43% 22% 36% 59% 98% 2017 58% 90% 54% 64% 42% 41% 34% 55% 84% Public 2015 21% 6% 26% 20% 42% 0 0 24% 92% transportation 2016 21% 5% 31% 21% 39% 46% 45% 24% 98% 2017 21% 6% 26% 18% 32% 33% 46% 26% 84% Green 2015 22% 4% 21% 16% 18% 0 0 17% 92% transportation 2016 22% 4% 24% 17% 17% 32% 19% 17% 98% 2017 21% 4% 20% 18% 26% 26% 20% 19% 84% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). This desire to increase and diversify the transportation solutions Other modes of transportation, namely green or alternative are also available at Klépierre’s centers can be seen in the initial design stages, among the solutions considered. High-value added specialized with very early contact with the public authorities, and continues facilities are put in place whenever Klépierre’s analysis of the throughout the operation of the building. catchment area reveals an opportunity. 96% of the Group’s centers in value are accessible by public 95% of shopping centers in value are bike-friendly, and in particular transportation, with at least one stop located less than 500 meters all the Scandinavian, German and Dutch centers. In Utrecht, in the from an entrance and services at least every 20 minutes. All the sites Netherlands, the world’s largest indoor bike park with over 12,500 developed, extended or renovated since 2012 are accessible by public spaces is being built in tandem with the renovation of the Hoog transportation. Catharijne center. Similarly, charging stations for electric bikes and/or service areas for cyclists have become more common in Scandinavia. (1) This includes all centers certified during the year or whose certification was still valid in the reporting year (including those with certification undergoing administrative formalities). 190 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for Territories 4 Electric cars are also a major area of interest. 55% of parking facilities In 2017, the Le Gru shopping center in Turin signed a partnership at the Klépierre centers are adapted for such vehicles and equipped with Car2go. This company has a car-sharing offering built around with chargers for them, versus 28% in 2012. This number reflects short-term hire. A Car2go station was thus installed in the shopping highly varied maturity levels across countries. In Scandinavia and center’s car park, thereby allowing customers to rent a car right from the Netherlands, where electric car usage has exploded, 98% of the the facility. centers are equipped. In the other regions, Klépierre is anticipating Finally, to facilitate the arrival of visitors in vehicles and to enable demand while monitoring the market at a strategic level together with traffic to move more freely in centers, parking lots are increasingly the main players, and it plays a leading role in the national charging being equipped with guidance systems. Some 69,284 spaces in station network at its largest assets. Several of the Group’s centers can Europe had such systems at end-2016. also be accessed via electric car sharing programs, such as Autolib’ in the Greater Paris area. European cooperation with Tesla! Through Act for Good®, Klépierre commits to encouraging its visitors to switch to more sustainable modes of Klépierre and Tesla have set the basis for their future cooperation transportation. The Group thus projects that by 2022, in the form of a European framework agreement. In 2018, three 100% of its shopping centers will be accessible by public pilot French centers installed a “fast charging” station in their transportation and equipped with charging stations for electric parking lots, allowing users of Tesla vehicles to recharge them in vehicles. less than 30 minutes. In 2016, Klépierre partnered with Blue Solutions, a Groupe Bolloré Other pilots are being considered elsewhere in Europe. subsidiary, to equip its shopping centers with 100% electric utility vehicles. 22 vehicles were made available to safety and security personnel and therefore provide logistical support in 18 Klépierre centers in France. Manufactured in France, the Blue Utility is equipped with a globally unique technology, the LMP (Lithium Metal Polymer) battery, which allows it to travel 250 km without being recharged. 3 PUBLIC TRANSPORTATION AND ALTERNATIVE SOLUTIONS 2017 current basis (94% coverage): 133 shopping centers and 4,801,655 sq.m Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia & Turkey Netherlands(a) Germany Group rate Proportion in value of centers accessible by public transportation 2015 97% 86% 100% 100% 100% 100% 100% 97% 94% 2016 100% 86% 100% 100% 100% 100% 100% 98% 94% 2017 100% 86% 100% 100% 100% 100% 100% 96% 94% Proportion in value of centers with spaces reserved for cyclists 2015 93% 88% 100% 67% 97% N/A N/A 92% 94% 2016 95% 88% 100% 90% 100% 100% 100% 95% 94% 2017 95% 88% 100% 90% 100% 100% 100% 95% 94% Proportion in value of centers equipped with charging terminals for electric vehicles 2015 33% 24% 99% 40% 32% N/A N/A 47% 94% 2016 47% 24% 99% 41% 37% 96% 27% 54% 94% 2017 52% 32% 98% 60% 35% 92% 28% 55% 94% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). 4.3 Act for Territories Klépierre is convinced that the value created through its assets will It also involves significant dialog with a range of local players: generate a positive impact for all its stakeholders and that it will play > public authorities: they are present early in the development of a part in the sustainable development of regions across Europe. a shopping center, and afterward throughout its operation, to The shopping centers designed, owned and managed by the Group create conditions conducive to business activities that are in the serve as veritable catalysts for their urban environments. They help collective interest. 93% of centers met their local authorities in change and stimulate these areas. They are economic engines, places 2017; for sharing time, sources of jobs and financial flows. This positive impact is inextricably linked to meeting the expectations of all Group > voluntary associations: to create a stronger bond between the stakeholders. center and its local area; The success of a shopping center is based on two key players: the > the economic partners heavily involved in the life of centers: these retailers, i.e., Klépierre’s direct clients, and the visitors to the shopping include project managers, consultants or other partners during centers, i.e., the retailers’ customers and the driving force behind the the development and construction phase, or service providers performance of the assets. providing site cleaning, maintenance and security services day-in day-out. KLÉPIERRE 2017 REGISTRATION DOCUMENT 191

SUSTAINABLE DEVELOPMENT 4Act for Territories 4.3.1 Local employment and economic Many job fairs were also held at the centers. momentum The Villa Arena center (Amsterdam, The Netherlands) teamed up with the local town hall to provide year-round support for actions and Economic impact projects designed to encourage local employment. Shopping centers are an integral part of urban planning and fully Klépierre aims to replicate these initiatives across all its centers in contribute to the growth of their local areas. With over several million Europe, primarily by means of sharing of best practices. visitors per year, shopping centers underpin the urban fabric and The Group commits to ensuring that 100% of shopping create new focal points. The economic and local impact can be centers will contribute to local employment by 2022: through directly felt daily at the centers. The Group aims to advance them in the organization of a jobs fair, partnerships with local training order to reaffirm its role as a major player in city life. and employment centers for example. Significant local economic impact 4.3.2 Taking part in local life > Klépierre’s shopping centers generate close to 80,000 jobs(1), and corporate citizenship mostly at the retailers which operate in its centers or at the service providers retained by the Group. The development of the Group’s Aware of its broad footprint, Klépierre wants to be active in the local shopping centers thus provides major job creation opportunities. life surrounding all its sites. Its centers welcome thousands of visitors > The operating budgets of the centers total around 346 million daily and are a perfect vehicle for raising the profile of local projects (2) or associations. The Group encourages its centers and retailers to be euros . These funds are mostly redistributed locally to center good corporate citizens and makes every effort to remove barriers to service providers responsible for cleaning, safety and security achieving that goal at the centers. and maintenance. > The Group also paid 78.6 million euros in local taxes in 2018 across In 2017, almost 60% of centers provided space free of charge for use all its sites in Europe, with nearly half in France. by a local initiative at least once during the year. This represents 92 centers in total. 81% are in France. A leading role locally in terms of job creation Close to three fourths of the centers in questions offered space in their email to a charity such as Red Cross, Unicef, Amnesty International The Klépierre centers play a major role in terms of job creation or Food Bank. throughout their life. Local associations also got access to these free spots. The centers During the development of new assets, the teams foster close relations thus hosted sports clubs, student bodies, and arts associations. with recruitment agencies to promote local recruitment. Retailers The Group is involved in a variety of original initiatives such as hosting at the centers are encouraged to hire employees locally through a a local start-up incubator, or an organic market with local producer number of programs developed with public authorities and/or local stands. associations. As part of the Act for Good® strategy, Klépierre aims to In the Netherlands, a “BookSpot” was installed at the Hoog Catharijne promote its centers as a benchmark in terms of local value center (Utrecht) in partnership with the Books4Life foundation. creation. The Group seeks to further promote local It collects unsold books or former library books and makes them employment around its shopping centers. Klépierre is committed to available to the “BookSpots”. Center visitors can thus take these books using 100% local services providers by 2022 (a local provider is a free of charge and participate by giving books in turn. regional provider and/or one that is located within a maximum radius The Act for Good ® action plan provides that by 2022, 100% of of 300 km for the daily operations of the center). centers will provide space for use by a local initiative free of charge. These relationships continue throughout the life of the center and may take different forms. Consideration is also given to the use of Klépierre contributes to the circular economy and looks to give a outsourcing and service providers. Most of the jobs created as a result new lease of life to products that are sold in its centers. The Group of the purchase of services at shopping centers are created locally encourages the centers to launch such initiatives in cooperation with (see the “Purchasing” section). local organizations and associations. Its wants to make its visitors and partners more aware of more responsible consumption patterns. In 2017, 24% of centers undertook at least one local employment initiative (more than 50% in France). Many centers republished job Accordingly, in 2017, 44% of centers did at least one collection for a offers placed by the retailers, by means of physical display in the email, charitable organization. Millions of corks, eyeglass frames and items or via a dedicated website. of clothing were collected during the year. (1) Number of jobs estimated by extrapolating the employment intensity per sq.m by type of store. Source: Panorama Tradedimension, le Guide 2014 de la distribution, September 2013. (2) Excludes marketing budgets, taxes, management fees. 192 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for People 4 In Italy, for example, the Le Corti Venete center (Verona) even 4.3.3 Involvement of stakeholders partnered up with a local charity (Progetto Casa di Martino) to collect in development projects basic necessities and food every Monday. They collected eight metric tons of goods in 2017. Klépierre puts particular emphasis on development projects. Through The Act for Good ® action plan provides that by 2022, 100% the deployment of its strategy, the Group wants to involve its of centers will organize a clothing/toys/furniture drive for stakeholders from the outset of the project to co-build the shopping a local charity. centers of tomorrow. This is a unique opportunity to re-engineer the processes, innovate and build in a CSR approach before carrying out It is important for Klépierre to support the corporate citizenship efforts the project. of its tenants and to offer them the support and visibility they need for The Act for Good ® action plan provides that by 2022, 100% of their actions. Cooperation with the retailers is a win-win for all because development projects will plan a participatory approach. it makes it possible to jointly develop new initiatives and amplify the impact of actions. In 2017, 37% of centers supported a community initiative organized The Act for Good ® action plan provides that by 2022, 100% of by a retailer. development projects will have suppliers sign a "sustainability For example, in Portugal, the Parque Nascente center (Porto) charter" covering both procurement and construction site organized an event entitled “Combating poverty and social exclusion” management. in cooperation with the Jumbo retail chain. The center provided There were no major developments launched in 2017. Klépierre teams logistical support for this event, which lasted a week. only had few opportunities to involve stakeholders in development The Act for Good ® action plan provides that by 2022, 100% projects. of centers will support a community event organized by a retailer in their center. 4.4 Act for People 4.4.1 Visitor satisfaction > to identify visitor loyalty and the competitiveness of rivals; Klépierre would like to offer each visitor a shopping center experience > to measure visitor loyalty; that is suited to his or her needs. Convenience, accessibility, retail mix, > to learn their mode of transportation to the centers; friendliness and safety are key concepts in meeting the expectations of a public whose expectations are constantly evolving. > to ask about their expectations about services and events and their retailer preferences. Customer satisfaction is a key factor in measuring the attractiveness of a shopping center and customer satisfaction surveys are thus Questionnaires were also sent by e-mail to the Group’s customer indispensable tools for ensuring that the appropriate measures have database. There were 93 of these surveys in 2017. Their aims were been taken to meet visitor expectations. similar to those of the paper surveys: to measure customer satisfaction and the attractiveness of the centers. The Group’s Marketing Department therefore focused on creating targeted customer questionnaires. Visitors were surveyed directly 68% of French centers conducted visitor satisfaction surveys in 2017 in the shopping centers: 26 studies were thus carried out in 2017, and 65% set specific improvement goals for the results of visitor each comprising a panel of more than 1,000 visitors meaning that a satisfaction surveys. Klépierre places great importance on feedback total of over 26,000 people were surveyed across Europe. The survey from its visitors in order to continually improve customer experience. questionnaires were also harmonized throughout Europe, in order to At least one satisfaction survey has been carried out at 81% of obtain the most usable answers possible in all the countries in which shopping centers in value over the past two years. Klépierre operates. In parallel, Klépierre is gradually developing tenant satisfaction surveys The satisfaction surveys had a number of aims: (20.4% of centers did such surveys in 2017). > to measure center attractiveness; > to define visitor profiles; KLÉPIERRE 2017 REGISTRATION DOCUMENT 193

SUSTAINABLE DEVELOPMENT 4Act for People 3 VISITOR SATISFACTION SURVEYS 2017 current basis (98% coverage): 138 shopping centers and 5,027,646 sq.m Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia (a) Germany Group rate & Turkey Netherlands PROPORTION IN VALUE OF CENTERS WHICH HAVE CARRIED OUT AT LEAST ONE SATISFACTION SURVEY DURING THE LAST 24 MONTHS 2016 & 2017 68% 98% 81% 100% 68% 100% 87% 81% 98% NUMBER OF CUSTOMERS SURVEYED 2015 9,015 4,965 7,902 12,419 3,600 1,866 0 39,767 98% 2016 3,338 5,417 3,000 9,976 5,232 2,886 3,321 33,170 98% 2017 9,965 34,246 7,550 15,208 7,848 1,624 3,321 79,762 98% (a) Because of the major work underway in 2017, Hoog Catharijne was excluded from the reporting (the values, which are overly impacted, add noise to the country’s annual trends). The Clubstore® Charter This service, called #JustAsk, has given visitors: Clubstore® is one of the Group’s four operational pillars. It is a > better information about their shopping center (opening hours, process of improving the customer’s journey at each of the 15 stages special opening hours, events, etc.); identified by Klépierre. For these stages, which make up so many > better knowledge of the products available in the center (brands, points of contact with visitors, the Group has defined quality flagship products, current promotions, etc.); and standards for construction, equipment and behavior that constitute the Clubstore® charter applied in the Group’s shopping centers. All > personalized support (lost and found, complaints, etc.). Klépierre employees in direct contact with visitors have been trained #JustAsk has also allowed Klépierre to take visitor comments into in this approach, representing over 300 people. account to study ways to optimize their experience in centers, and The Clubstore® charter was developed on the basis of feedback from they can also give their opinions or ask questions via the “Contact us” those employees and an internal platform was launched at the end of section of all center websites. 2017 to continue the sharing of best practices between employees to In March 2018, a robot will be available 24/7 to answer all the nurture and optimize visitor hospitality standards. practical questions of Internet users concerning general information By 2022, the Group has set for itself the goal of increasing about shopping centers such as opening hours, the various services the average Net Promoter Score (NPS) of its centers by available, promotions, etc. 3 points vs. 2018. in the longer term, Klépierre plans to roll out a global and personalized shopping assistant in 2019. The #JustAsk service The Act for Good ® action plan provides that by 2022, 100% The penetration rate of social networks has reached 49% in of customers' questions will be responded to in less than Europe and Klépierre’s Facebook community has close to 4 million one hour. subscribers. As 55% of visitors to the Group’s centers say that Facebook Messenger is their preferred means of getting in touch 4.4.2 Health and well-being at the centers with its shopping centers, Klépierre has chosen to focus its efforts on that social network. Several hundred million people visit Klépierre’s shopping centers Its goal is to increase the overall satisfaction of its visitors by offering each year. These are also places where tens of thousands of people them a way to stay connected with the shopping center even when work every day. This is why the Group seeks to offer everyone a safe they are not visiting. and healthy environment and thus has an active policy in terms of The Group is committed to responding to its visitors via Facebook healthcare and well-being. Messenger in less than one hour during opening hours. A pilot for this First of all, shopping centers must have impeccable health quality. service was launched in November 2016 in three shopping centers Klépierre has identified three major components in this respect: and subsequently extended to 40 European centers. It is meant to be > health quality: 92% of the cleaning suppliers are certified, most deployed in 90 centers by April 2018. of them under ISO 14001, and their specifications include The results are very encouraging and have pushed the Group to products favored for improved health quality. The monitoring extend this approach. The number of questions asked on Facebook and maintenance of ventilation ducts are also highly regulated in has increased by 46% and a survey shows that 86% of internet users Europe; believe that getting a response via Facebook 24/7 facilitates their > the quality of the materials, coverings, facades, furniture: the Group consumption experience. strives to use healthy materials with low emissions of volatile organic compounds, and with low content of harmful substances. Asbestos and the monitoring of technical facilities are also covered by the Group’s risk management policy; 194 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for People 4 > air and water quality: the Group ensures that air inlets are free of 4.4.3 Employees major sources of pollution, and that a satisfactory amount of fresh air constantly comes into the centers. The risk of Legionnaires’ Klépierre provides its employees with a high-quality and stimulating disease is controlled via regular tests on the technical equipment. working environment to encourage their involvement and the continuous improvement of practices, both of which are essential Secondly, Klépierre runs healthcare and well-being promotional for the Group’s long-term success. In its new Act for Good® strategy, campaigns in its shopping centers. In 2017, 32% of its shopping centers Klépierre is more generally committed to offering its employees a ran at least one campaign in this area. Initiatives have varied according positive experience, with the same ambition as the one that governs to centers and countries. They relate both to the promotion of regular the optimization of the visitor experience. sporting activity (information on competitions or local sports events) and to meetings with healthcare or nutrition professionals. A working environment that promotes Many centers have hosted blood donation campaigns. A well-being communication and agility week was organized in the Campania center in Naples, Italy. As part of its Act for Good® strategy, Klépierre is aiming for Long-term and direct social dialog all shopping centers to be promoting healthcare and well- being by 2022. The Group believes that the quality of social dialog contributes to its Klépierre also involves its retail tenants in this approach by ensuring collective performance, its agility and the success of transformations. that they have the visibility and resources necessary for conducting The review of the materiality matrix strengthened this objective, which campaigns in this area. In 2017, 88% of centers ran at least one was already firmly embedded in the Group’s practices, by making sustainable development awareness campaign for their tenants. social dialog with stakeholders (including employees) a strong priority. In the vast majority of cases, these campaigns were disseminated Social dialog is built in the subsidiaries, with staff representatives and using newsletters sent to the tenants. Several centers also ran water company management. recycling awareness campaigns. In France, for example, social dialog in 2017 took the form of more than Lastly, the well-being of visitors to centers also involves a sense of 30 meetings with staff representatives and the negotiation of four security. Center safety and security is an absolute priority for Klépierre. collective bargaining agreements, including the collective bargaining 2017 was marked by an increased level of security, with the installation agreement on the right to turn off of May 10, 2017 and the agreement of perimeter protection at all centers. The teams were fully mobilized, on professional gender equality, signed on July 31, 2017. All employees allowing the shopping centers to continue welcoming the public in France can access these agreements from a dedicated page on against a backdrop of increased security measures. the HR intranet. In 2017, 96% of French centers were equipped with CSMS systems In the Netherlands, 15 meetings were held with the Works Council, (computer-based safety management systems). This system dealing in particular with the establishment of a new pension plan. ensures correct implementation of preventive actions and effective In each country in which it operates, Klépierre complies with management of incidents through traceability and information sharing the legal requirements in matters of freedom of association and (with the police, etc.). collective bargaining in order to maintain a constructive dialog with This responsiveness and level of security are the direct result of the all employees. In 2017, 64% of Group employees were covered by a steps taken over the past number of years to analyze risks more collective bargaining agreement. closely and better control them across all countries in which the Group Klépierre goes beyond fulfilling its obligations and structures new operates. The steps taken by the Group to ensure a high level of safety forms of social dialog in all countries, facilitating interaction. and security in its centers are described in section 1.9.4 “Control The Group is in favor of direct and transparent discussions between measures addressing major risks” of this registration document. executives and employees. In 2017, 83 French employees took part in a closed committee meeting with the Chairman of the Group’s Executive Board to discuss the Company’s strategy and the future of the sector. These twice-monthly “Let’s Chat” meetings are also held in the subsidiaries and attended by the Chairman of the Executive Board or locally with the Country Director. At Group level, a discussion session for the Group’s 150 top managers supplemented this with a Convention organized in June 2017, thereby fostering the sharing of the corporate culture and building pride. These measures are included in the action plan embarked upon by the Group’s Management in response to the results of the “You&Klépierre” engagement survey that was carried out in 2016. The three main improvement proposals put forward by employees have been implemented. KLÉPIERRE 2017 REGISTRATION DOCUMENT 195

SUSTAINABLE DEVELOPMENT 4Act for People Actions implemented following Commitment Survey “You&Klépierre” Improvement of internal communication channels > Group Top 150 Convention at Group level > Let’s Chat, twice monthly meetings of employees with the Chairman of the Executive Board in France and various countries > Roll-out of Workplace > Sourcing expeditions and employee innovation approach > Videos about Group businesses to promote the Group’s main sectors of activities both within and outside the Group Simplifying and streamlining exchanges between > Innovation project incorporating teams that act across the subsidiaries and the head office the subsidiaries and the head office > Reporting optimization workshop conducted by a member of the Group’s Executive Committee Acceleration of the talent management policy. > Mobility newsletter and sharing of employees’ experiences > Talent review > Roll-out of performance reviews, augmenting the assessment interviews These areas of improvement have been taken up by the subsidiaries In Scandinavia, the Work Environment Committee helped draw up as part of their action plan, and local responses such as country a health survey for all employees, which goes hand-in-hand with newsletters are planned. These are to be supplemented by more medical check-ups. 95% of employees participated in this program, specific actions directly linked to the expectations expressed by the which was run by a specialist provider. Additional measures and a teams, such as optimization of social benefits, improvement of the follow-up program were put in place, on an anonymous basis, for those working environment, training and personal development plans. for whom risks were identified. Quality of life at work for employees At end-2017, 75% of Group employees were covered by staff committees or representatives, in terms of health and safety at work. By focusing on the health and well-being of the teams, Klépierre The annual assessment of occupational risks aims to anticipate maintains a low level of absenteeism and gives them a high level of potential risks, monitor actions and recall procedures in France. A attention, encouraging their involvement and a high quality of service report is made to the Occupational Risks Committee which brings to customers. together multidisciplinary teams including internal audit and control Quality of life at work is included in the Group CSR materiality matrix and the HR Department. as one of the issues that have received a consensus from internal Local initiatives are deployed to offer greater flexibility to employees. and external stakeholders; the health and safety of employees is also Teleworking and flexible hours are offered under certain conditions, a major priority in the matrix. depending on the country. To reinforce its policy in favor of health and well-being in the workplace, the Group is committed to ensuring that 100% of Developing well-being at work its employees benefit from a measure to enhance their work- The tenth “Klécup”, the Group’s life balance by 2022. These commitments are made by the Group’s sailing race, gathered 48 employees extended Executive Committee. from 13 countries for three days of Ensuring a high-quality working environment requires awareness racing in Brittany. raising and training for all managers and their employees, as well In France, Klépierre is sponsor of as regular monitoring of procedures and actions to be taken and “Foulées de l'Immobilier”, a running initiatives for the well-being of the teams. event open to all professionals in The action plan to detect and prevent psychosocial risks continues. the sector. In 2017, the Klépierre Psychosocial risks awareness actions were also conducted among the teams won the first 1st connected members of the Group’s Executive Committee and the management of race challenge held during that the Spanish subsidiary before the deployment of training for managers event. A sports training program in 2018. and yoga classes are ongoing at This is in line with the actions taken since 2016 with, in particular, the the Paris head office, and massages setting up of a dedicated, free and anonymous psychological helpline are offered to employees in some provided by AXIS MUNDI in France, an independent expert. The same subsidiaries. Sports initiatives measure has been implemented in Turkey. between work colleagues are in place in most countries, at the initiative of both the Company or employees, thereby encouraging setting new The accountability of managers for team health and safety matters standards and team spirit. In some countries, the Company financially is also raised through training courses on employment law, delivered supports sporting activities. in France to managers in office and a part of the training of any new At the initiative of a few employees a connected race challenge was managers hired or promoted. launched in early January 2018: the “Let’s Sport Klépierre Challenge This approach is done in cooperation with staff representatives in the 2018”; each employee posts online, on Workplace, his or her race countries where they are present. For example, a collective bargaining performances, which are added up within a given country. agreement on the right to turn off has been signed in France with staff representatives. Applicable to all employees, it includes the proper use of digital communication tools. 196 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for People 4 In addition to sports, regular events are organized to encourage > the raising of awareness and the training of teams in health and meetings and convivial exchanges between employees: Happy Hours safety issues and occupational risks, with 2,419 hours allocated in or breakfasts at the head office, twice monthly Let’s Chat meetings 2017 to internal communications. with the Chairman of the Executive Board, annual evenings for employees in all countries, the Group Convention and seminars in the countries. These initiatives combine to keep the level of absenteeism and the 3 RATE OF ABSENTEEISM BY REGION number of workplace accidents at a low level. 2017 2016 These good results are also linked to: France-Belgium 1.9% 2.4% > the regular monitoring of the indicators at both the local and Italy 1.3% 1.3% consolidated levels; Scandinavia 1.7% 1.3% > the rigorous monitoring of action plans (in France); The Netherlands 1.8% 2.7% > the Group’s best practices, shared by all subsidiaries and, in Iberia 1.4% 2.3% particular, the constant monitoring of employee health and safety, Germany 5.2% 4.1% with regular internal and external audits, with all employees also Central Europe and Turkey 1.7% 1.2% benefiting from regular medical check-ups; GROUP 1.9% 2.0% Note: The absenteeism rate is calculated as follows: total number of days off work due to illness, workplace accidents and unjustified absences, divided by the average monthly workforce, in turn multiplied by 365. Long-term illnesses similar to a suspension of the employment contract are excluded. 3 SHORT-TERM ABSENTEEISM (<7 DAYS) 2017 2016 Number of days Number of days Rate lost per employee Rate lost per employee France-Belgium 0.3% 1.2 0.4% 1.3 Italy 0.7% 2.5 0.8% 3.0 Scandinavia 0.3% 1.3 0.4% 1.4 The Netherlands 0.4% 1.4 0.8% 3.1 Iberia 0.2% 0.5 0.1% 0.2 Germany 4.7% 17.2 0.6% 2.0 Central Europe and Turkey 0.4% 1.5 0.6% 2.1 GROUP 0.6% 2.1 0.5% 1.7 3 WORKPLACE ACCIDENTS The Group has set itself a goal that by 2022 100% of employees will be involved in building the future of the 2017 2016 business, in particular through innovation programs, Total number of workplace accidents 9 5 multidisciplinary workshops, sourcing or learning expedition programs, Workplace accidents resulting in time off work 2 1 and so on. Workplace accidents resulting in death 0 0 Initial steps have already been taken in this direction, both at the head Days off work due to workplace accidents 54 13 office and country levels. Frequency rate of workplace accidents 0.87 0.44 In that sense, there were new developments in the Group’s approach in Severity rate of workplace accidents 0.02 0.01 2017. It is organized around a network of 28 internal ambassadors from Occupational illnesses reported 0 1 10 subsidiaries and from virtually all of the Group’s businesses, who Note: for workplace accidents, accidents while commuting to/from work are excluded. work in workshops on nine issues facing the Group. The innovation The frequency rate of workplace accidents is the number of workplace accidents and implementation projects proposed by the nine workshops are resulting in time off work per million hours worked. The following formula is used: regularly presented to the Steering Committee, on which members of (number of accidents resulting in time off work/(235 x 7.8 hours x annual average the Group’s Executive Committee sit. workforce + overtime) x 1,000,000). The severity rate of workplace accidents is the number of days lost through time off work due to workplace accidents per thousand hours worked. The following formula In addition, there are local initiatives, such as in Turkey where an is used: (number of days off work following a workplace accident/(235 x 7.8 hours x ideas competition involving employees is held annually on themes annual average workforce + overtime)) x 1,000. connected with the Group’s operational challenges. In 2017, it was Fostering employee innovation on investment, with the discussions between the teams providing participants with a better understanding of the business. Fostering employee innovation and promoting their initiatives and achievements internally are top priorities shared by Group management. In addition to the personal development opportunity for each employee, this initiative boosts the quality of talent recruited, helps improve employee experience and contributes to the Group’s operational performance. KLÉPIERRE 2017 REGISTRATION DOCUMENT 197

SUSTAINABLE DEVELOPMENT 4Act for People Sourcing expeditions are undertaken locally (in France in partnership Permanent employment favored, 83% of new hires with “Journée de la femme digitale”, as part of the promotion of diversity) and at the Group level (VivaTech fair in Paris). A cross- on open-ended contracts disciplinary group of female employees with an interest in the The talent recruitment methods used by the Group take into innovation approach undertook a sourcing expedition at the 2017 account changes in recruitment practices and, in particular, the Journée de la femme digitale. They made presentations and took intensification of presence on social networks, the development the opportunity to promote the creation of an internal social network, of digital recruitment tools and presence on the school job forums. aimed at making it easier to operate as a more agile organization. Klépierre’s LinkedIn page subscribers have increased by 40% since This internal social network, January 1, 2017. The recruitment policy focuses on hiring recent Workplace by Facebook, has been graduates, mainly from leading engineering and business schools. rolled out across the Group since In addition to traditional recruitment approaches, “gamification” June 2017, thereby enriching the was tried through the HEC Business Game, where in 2017, Klépierre digital experience of employees. In just a few months, it has become sponsored the challenge “Reinventing the customer experience in a space for sharing individual and collective initiatives, experiences, a shopping center, in 2030.” achievements and successes, new ideas, etc., which connect virtually all of the Group’s employees permanently and instantly; in fact, 78% of The intern recruitment policy, with 84 interns hosted in 2017 in them have created their own accounts. They also contribute through France and Happy Trainees certification in 2017-2018, is a reflection focus groups dedicated to a Group project, country, business or of appreciation among students and in particular the quality of the ambition, such as Destination Food® or Let’s Play®. This is one support provided by the Company and notably by the managers. This example of the new collaborative working methods promoted by the certification, based on an anonymous satisfaction questionnaire sent Group. to interns, has been obtained from the first year of participation. 79% of interns responded. The excellence of every person to benefit collective performance Klépierre, an employer of choice on the market Talent recruitment is a key issue for Klépierre in achieving its ambitions, ensuring the baton is passed on and benefiting from the richness of the contributions and ideas of its employees. In addition to its strengths as a listed pan-European property company with a human size, the Group has had a talent management policy for several years, built around the offering of multi-country cross- disciplinary professional development programs. To this end, Klépierre relies in particular on recruitment practices In parallel and in line with the talent policy, which is focused on tailored to the requirements of recent graduates, local managerial offering attractive development pathways, the Group is continuing support, offering career development opportunities. the international work experience volunteer (VIE) recruitment process. In 2017, 100% of the VIEs were hired on open-ended contracts at the end of their assignments. 3 NUMBER OF NEW HIRES Training is an effective tool for on-boarding and developing skills, 2017 2016 thereby enabling employees joining the Group to acquire core knowledge about the Group’s businesses, build their network and GROUP 228 216 foster teamwork. Tailored on-boarding programs have thus been offered to new arrivals, to help them get up to speed with the 3 BREAKDOWN OF NEW HIRES Group’s organization and challenges. They include, depending on the (ALL CONTRACT TYPES BY REGION) country, shopping center visits, meetings with the heads of various departments or managers. 2017 2016 The participation of employees in welcoming new entrants as France-Belgium 70 75 ambassadors for their lines of business represents one of the elements Italy 23 6 of recognition and validation. Scandinavia 39 30 The Netherlands 15 27 Fostering employee development Iberia 16 23 Supporting the professional development of its employees is one Germany 19 5 of the pillars of Klépierre’s human resources policy, giving everyone Central Europe and Turkey 46 50 the opportunity to evolve and remain highly employable. It is also an GROUP 228 216 effective means of allowing teams to renew themselves and innovate International mobility counts as new hires, totaling 4 in 2017. to up their performance. Employee training is one of the keys to the organization's agility, enabling it to rapidly adapt to changes in the market and its competitive environment. Finally, it is one of the means of sharing the Group’s expertise and culture. 198 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for People 4 The development of employees and career paths was identified as one scope. Klépierre University reports to the Group's Human Resources of the high-risk internal issues in the Group’s CSR materiality matrix. Department. The team in charge of Klépierre University is in direct On the strength of this belief, the Group made a commitment contact with the human resources departments of each country. The to reach a 100% access to training rate for its employees by training needs identified by managers during the annual performance 2022. appraisals that they do with their employees are entered into the Group’s talent management tool and incorporated into the training plan. For several years, training has been organized around Klépierre The Group had a 90% rate of access to training in 2017, with an University, the Group's training school, which is international in average of 30 hours of training per trained employee. 3 RATE OF ACCESS TO TRAINING 2017 2016 GROUP 90% 82% 3 ACCESS TO TRAINING BY GENDER 2017 2016 Men Women Total Men Women Total Total number of training hours 16,607 17,987 34,595 14,101 15,940 30,041 Average hours of training per trained employee 33 28 30 29 27 28 Average hours of training per employee 32 24 27 25 21 23 RATE OF ACCESS TO TRAINING 95% 85% 90% 87% 77% 82% The increase in the rate of access to training in 2017 and in the Klépierre University's training catalog, which contains a range of number of hours is most marked at “Middle Management” and 130 courses, changes to keep pace with the Group’s challenges and “First Line Management” levels, which account for 32% of the total strategy. To meet the operational imperatives, short courses are workforce. 54% of training hours were conducted outside of France, a multiplying and the roll-out of online learning has accelerated (virtual 37% increase versus 2016. classroom, mobile learning, tutorials, etc.). These new formats make it possible to enhance the satisfaction of learners and their supervisors 3 NUMBER OF HOURS OF TRAINING PER TRAINED EMPLOYEE and to improve the effectiveness of apprenticeships. BY MANAGEMENT LEVEL In 2017, training programs were rolled out to accelerate the digitization 2017 2016 of the various businesses and help improve customer service. A total of 3,495 hours of marketing training were delivered, representing 10% Executive Management 23 20 of the total hours provided. Top Management 22 29 In line with the Group’s commitment to offer a high-quality working Middle Management 38 28 environment for its employees in terms of health, safety, and well- First Line Management 36 29 being in the workplace, employees received 2,419 hours of training on Non Management 28 27 these topics (occupational health, first aid, and fire safety, statutory AVERAGE 30 28 training such as technical accreditations for teams at the centers). Training is partly carried out in-house by employees, thus accelerating The training drive and the increased expertise offered by the Group the sharing of best practices and experience, the transmission of university to the various entities in the countries nevertheless leaves Group know-how and culture, through a rewarding process for room for creativity at a local level. Accordingly, the teams in Turkey employees. In 2017, 34,5% of training hours, (11 922 hours) were rolled out a training and knowledge-sharing platform. provided by internal trainers. There has been an “internal trainers” Staff development requires managerial support. group for a number of years which enjoys dedicated trainings and seminars for its own development. These employees cover a diverse Identifying high-potential employees, offering development range of training areas including asset management, marketing, opportunities, and proposing individual career paths are among the system utilization... main objectives of the Group’s human resources policy. KLÉPIERRE 2017 REGISTRATION DOCUMENT 199

SUSTAINABLE DEVELOPMENT 4Act for People A new system reinforcing managerial support has also been rolled For example, in 2017, a sales manager for the French subsidiary was out since the end of 2017 at Group level. The employee assessment promoted following three years with the Group to head of asset process is now divided into two phases: the first is a performance management for three Central European countries and the head review with a follow-up stage mid-year, and the second is dedicated of asset management for Iberia was promoted CEO of the Dutch to employee professional development. This second phase allows subsidiary. managers to more actively support their employee’s professional These examples demonstrate the Group’s desire to promote talented development (mobility, training, etc.). This new process, which is run young employees to high office. Thus, in 2017, the average age of by the Group’s Human Resources Department applies at every level members of the Group Management Team fell two years compared of the organization so that all employees benefit from it. It will give with 2016 to 46.5 years of age. rise to specific training, in addition to the training in the conduct of assessment interviews offered to all managers. During the most recent In general, this wide-scale mobility is underpinned by local policies to appraisal interview cycle in 2016-2017, 94% of Group employees, active support employees through dedicated training, mentoring or indeed and with open-ended contracts, had such an interview with their coaching. managers. This initiative is a response to the Group’s commitment that 3 INTERNAL MOBILITY 100% of recent graduates will benefit from a personalized career development support between now and 2022. 2017 2016 In support of this policy built around developing employees, in No. 100 85 particular through their career opportunities, in 2017 the Group % of permanent workforce 8% 7% extended the talent review to 250 employees at the highest Company's positions. This process, launched in 2016, aims to identify Compensation – tool for recognizing individual the employees who stand out by virtue of their development potential performance and their motivation to grow. The compensation policy represents a management tool for the The methodology used, which is the same across the Group, is Company’s strategy. It plays a role in recognizing individual and based on specific criteria. It enables an analysis of each employee’s collective performance, rewarding value creation by employees and performance, as recorded in the employee’s annual assessment driving growth in the Company’s results over the long-term. interviews, and the employee’s potential for development as seen by the employee’s supervisor. The process also includes discussions with Within the Group, compensation comprises the following components: the Group’s top managers to develop a shared vision of the talent > a base salary, the level of which is adjusted to the local jobs within the Company. It ends with a report to the Group’s Executive market, balancing a principle of reality and necessary room for Committee that allows the development of an action plan for the improvement for the best-performing employees; following year. Possible actions include assisting employees toward intra-group mobility. > a variable compensation portion rewarding individual performance; The deliberate employee career development policy involves > collective compensation in France, with profit-sharing and geographic or functional mobility, involving some 100 positions in incentive mechanisms, i.e., the sharing of the value created by the 2017, markedly up on 2016. All recruitment involving open-ended Company among employees; contracts is examined internally by HR managers with regard to > social benefits adapted to local practices. mobility opportunities. In this way, Klépierre offers talented recruits the option of growing by developing in-depth expertise, by taking In line with the objective of validating performance, to which Klépierre on responsibility, by consolidating their leadership by managing is committed, the salary increase procedure takes place annually cross-functional projects and by enhancing their ability to grow in a following an approach harmonized at the Group level and organized multi-cultural environment. This approach is a preferred route to top around collective decisions. management positions within the Group such as general management In addition, performance shares are awarded to the Group’s top of an entity. Mobility is widely promoted within the Company, for managers (9.5% of permanent employees in 2017) to promote an example in France, through the regular publication of a newsletter alignment of interests between the Group’s shareholders and its main detailing all available positions along with interviews with employees employees. promoting their business line. The visibility provided by this system allows the Group HR Department to favor internal candidates over Moreover, in the context of improving employee experience and outside recruitment. In 2017, 31% of mobilities and 40% of promotions reducing paper consumption, pay slips for all French employees have have benefited to employees under 35 years old. been electronic since 2017. 200 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for People 4 3 COMPENSATION 3 BREAKDOWN OF WORKFORCE BY WORK DURATION Average gross annual salary by region 2017 2016 Full time 1,163 92% 1,187 91% In euros 2017 2016 Part time 101 8% 115 9% TOTAL 1,264 100% 1,302 100% France Belgium 55,633 55,799 Italy 43,235 43,492 3 TURNOVER RATE BY REGION Scandinavia 74,093 75,375 Netherlands 73,305 74,917 2017 2016 Iberia 43,839 42,784 Germany 56,123 53,688 France-Belgium 8.8% 7.1% Central Europe & Turkey 28,222 26,708 Italy 4.3% 4.4% Scandinavia 20.8% 13.1% A dynamic human organization The Netherlands 25% 20.7% Iberia 11.2% 5.6% An organization that adapts to the changing challenges Germany 20.7% 5.5% Central Europe and Turkey 13.8% 17.7% facing the Group. GROUP 11.7% 9.4% As of December 31, 2017, the Klépierre Group directly employed 1,264 Note: the turnover rate is calculated as follows: ((total number of resignations+retire employees, including 97% on open-ended contracts, down 3% from ments+deaths)/ total workforce on open-ended contracts by 31/12/N). 2016. An organization that benefits from the diversity 3 BREAKDOWN OF WORKFORCE BY TYPE OF EMPLOYMENT of its teams CONTRACT The Group, present in 16 countries and their major cities, includes diversity on a daily basis as a key element in understanding its 2017 2016 environment and its customers. Open-ended For Klépierre, diversity is expressed primarily by the mix and contract 1,222 97% 1,257 97% coexistence of generations and nationalities. To enable the Group Fixed-term and each employee to benefit from this source of wealth, a more contract 42 3% 45 3% intense social dialog policy has been implemented. This approach TOTAL 1,264 100% 1,302 100% supplements the initiatives put in place by Klépierre University through multi-business and multi-country training events furthering Moreover, with the jobs market picking up and the Group’s reputation personal and collective improvement. growing, Klépierre's employees, known for their professionalism and This focus on diversity is primarily reflected in the professional gender their training, are increasingly tempted to switch employers. equality, which includes: The 11.7% turnover rate reflects this jobs market trend and the Group’s > equal pay. In France, for the third consecutive year, there was no stated HR policy to recruit talented young graduates by offering them situation that justified measures to close any wage gap between development opportunities. 77% of employees hired on open-ended men and women with the same position and responsibility. A review contracts are still with the Company after two years. of the gender pay gap, at equivalent responsibility and seniority, is done annually across around 80% of the Group’s workforce, in 3 BREAKDOWN OF DEPARTURES BY REASON order to take remedial measures where necessary; 2017 2016 > balanced gender representation in the Group’s main occupations (asset manager/leasing/center director), for which in France an Resignations 134 102 objective of increasing female recruitment has been adopted and Lay-offs 25 39 incorporated into the agreement on professional gender equality Negotiated departures 40 57 of July 31, 2017. Retirement 9 13 End of fixed-term contract 41 52 3 PROPORTION OF WOMEN WITHIN THE GROUP Other reasons 17 41 GROUP 266 304 2017 2016 Note: departures for “other reasons” include contract transfers, end of trial periods and deaths; no death was reported in 2017. Management 39% 36% Non Management 72% 71% 3 DISTRIBUTION OF WORKFORCE BY REGION GROUP 60% 59% 2017 2016 France-Belgium 39% 39% Italy 15% 14% Scandinavia 12% 12% The Netherlands 5% 5% Iberia 9% 10% Germany 5% 5% Central Europe and Turkey 15% 15% GROUP 100% 100% KLÉPIERRE 2017 REGISTRATION DOCUMENT 201

SUSTAINABLE DEVELOPMENT 4Act for People 3 PROPORTION OF WOMEN BY MANAGEMENT LEVEL Lastly, varied initiatives for people with disabilities, for example, in Italy, a pilot local partnership was set up to encourage the training 2017 2016 and ultimate employment of interns with disabilities. More broadly, Executive Management 6% 9% various Group subsidiaries use service providers that employ people Top Management 26% 29% with disabilities. The share of workers with disabilities as a proportion Middle Management 32% 28% of the total workforce increased significantly between 2016 and 2017. First Line Management 44% 40% Non Management 72% 71% 3 WORKERS WITH DISABILITIES AS A PROPORTION OF TOTAL GROUP 60% 59% WORKFORCE 2017 2016 3 RATIO OF AVERAGE SALARY (WOMEN TO MEN) BY MANAGEMENT LEVEL Number of workers with disabilities 18 15 % OF TOTAL WORKFORCE 1.6% 1.3% 2017 2016 Executive Management 1.17 1.04 4.4.4 Procurement and business ethics Top Management 0.97 0.88 Middle Management 0.70 0.83 First Line Management 0.88 0.87 Human rights and ethics Non Management 0.83 0.82 Major focus on respecting fundamental rights Focus on diversity also includes the promotion of equal opportunities Klépierre operates in 16 countries and, in line with its ethical and non-discrimination, which has been characterized by the following commitments, the same procedures are systematically applied in all actions: locations and to all Group employees. > in 2017 in France, the Group made a commitment to Passeport In addition, strict national and European Regulations and internal Avenir, whose mission is to help young people from underprivileged procedures ensure that human rights standards are respected. backgrounds succeed in their academic and professional lives in order to foster the emergence of a generation of different All Klépierre employees work in countries that have ratified the eight leaders, mobilizing businesses and higher education institutions. fundamental conventions of the International Labour Organization 28 employees provided individual sponsorship and support to (ILO) including the elimination of discrimination in the workplace, young people from underprivileged backgrounds in their post- respect for freedom of association and the right to collective baccalauréat studies; bargaining, the elimination of any form of forced or compulsory labor, > in Scandinavia, a public partnership pilot was launched to offer and the abolition of child labor. All the key suppliers and service internships to the long-term unemployed, as part of a work- providers operate in those same countries, this situation is thus also placement scheme, resulting in 5 internships in 2017. extended to the supply chain. The promotion of diversity also results in a balanced intergenerational A signatory to the United Nations Global Compact since 2012, mix: Klépierre renewed this commitment in 2017 and currently conducts a yearly review of the human rights situation, in tandem with > in 2017, 12% of employees were under 30 years old, 69% between correspondents in the countries in which it operates. This assessment 30 and 49 years old, inclusive, and 19% were over 50 years old. This which is done on the basis of the analysis tool developed by the Global breakdown, which reflects a younger age pyramid, illustrates the Compact, shows systematic respect for fundamental rights (in terms Group’s ability to build a bridge between the younger and older of occupational health and safety, working conditions, equal treatment, members, and to thereby ensure the transfer of knowledge within freedom of association and collective bargaining, non-discrimination, the Company; forced labor, etc.). The yearly review which is carried out with all Group > transfer of expertise initiatives are in place, in addition to Klépierre human resources correspondents is used to check the relevance of University. For example, in Scandinavia, mentoring is provided 6 the periodic reporting in place, the consistency and the development months before retirement, allowing the most senior employees to of local initiatives. It also serves as a means of reflection on the policies share their expertise and experience with a junior employee. to be implemented across the Group to permanently and uniformly improve its practices. 3 BREAKDOWN OF WORKFORCE BY AGE BRACKET The code of professional conduct, the basis 2017 2016 for employee involvement under 30 years of age 12% 9% The code of professional conduct demonstrates the Group’s 30-39 years of age 35% 37% commitment to ethics and human rights. The objective of this code 40-49 years of age 34% 34% is to make the Group’s commitments more understandable for its 50 years of age and over 19% 20% employees and its stakeholders and thus ensure better compliance. Training sessions were organized at its launch in most countries. The code is available online at the Klépierre website. In all countries, the Multiple initiatives have been implemented to support parenting. Code of Professional Conduct is given to employees upon their arrival Depending on the country, employees who are parents are offered in order to raise awareness of the procedures, of the importance of days in which they can bring the kids to work, assistance with the transparency of practices, and of respect for fundamental rights. childcare costs, paid leave when children are sick, paid maternity leave beyond the statutory minimum. 202 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for People 4 A comprehensive set of rules to ensure compliance A «purchasing» department to structure shopping with Group commitments center procurement A set of internal procedures and best practices govern the activities In order to ensure proper management of the operational risks in order to ensure respect for regulations and local customs and linked to purchasing and to optimize the performance of the Group to prioritize the customers’ interests. They supplement and clarify in this area, a department dedicated to this area was created in the the principles set out in the Code. Thus they define the rules to be first half of 2014. With a six-strong team, and in cooperation with followed in order to limit and prevent risk situations related to the external providers, its primary responsibilities, in descending order following issues: of importance, are to: > conflict of interests; > optimize the purchasing processes; > confidentiality and observance of professional secrecy; > secure, evaluate, and monitor a specific pool of so-called > financial communication and media; “approved” suppliers; > privileged information and insider trading; > improve the operational margin. > fight against money-laundering and the financing of terrorism; It pays close attention to the responsible and sustainable nature of purchasing. Its areas of activity cover the operating and non-recurring > adherence to rules governing corruption; expenses for shopping centers as well as marketing budgets and > no political funding; overheads. > delegations of authority and signing authority; Its activity follows two fundamental principles: > gifts and invitations, received by employees and offered to third > neutrality, to ensure objective, fair, ethical, and transparent parties; processes; > protection and utilization of Company assets; > consideration of the life-cycle cost of purchased products. > adherence to procedures applicable to invitations to tender; Since the integration of the Corio assets in 2015, the Purchasing Department optimizes purchases in all 16 countries where the Group > whistleblowing; is present. In order to achieve this, it created the following action plan for 2017: > health and safety; > implementation of a common Supplier Relationship Management > prevention of acts of discrimination and harassment, respect for system (SRM) across the countries; privacy; > creation of an international purchasing coordination; > environmental responsibility. > implementation of dedicated purchasing expertise in the countries. An improved whistleblowing and fraud-risk Operating expenses experience a high level of scrutiny monitoring system (1) A whistleblowing procedure is also in place throughout Europe In 2017, Klépierre purchased around 300 million euros of services available to all employees. and supplies for the operational management of its shopping centers owned and managed in Europe. These operating expenses are This system, outsourced and independent of the Company, is available especially scrutinized. They are overwhelmingly passed to tenants 24/7 by phone, e-mail, or via a dedicated website. Anonymity is put in in rental charges. This is an important responsibility in the Group’s place when this is permitted by local regulations. All employees are dealings with its retailers, and pushes it to continually increase the made aware of this system. transparency and effectiveness of its budget management. No breach or violation of the ethical rules was reported through this Looking to achieve savings is a constant endeavor. For example, in system in 2017. 2017 the French subsidiary provided: The Group is regularly subject to external fraud attempts such as CEO > the roll-out of the framework agreement governing security and fraud and computer hacking attempts. Hacking is now the subject of safety in the shopping centers, which represents the top expense increased vigilance using audit and protection tools. Internally, access item; is managed by the system through authorized profiles and employees > The launch of a call for tenders to centralize the waste are made aware of these subjects through ongoing accessible training management service in the shopping centers; modules. > the carrying out of a national call for tenders for multi-technical Responsible purchasing maintenance in the centers; The Group's relationships with its service providers and suppliers are > the renewed roll-out of the gas supply contract for the shopping governed by the same concern for probity and integrity. Klépierre centers. endeavors to extend its principles of responsibility to its value chain, The risks related to operating expenses lie in the atomization of the since it plays a key role in safety issues and in the quality of the purchasing process (order or supply) at each shopping center and in shopping experience offered to all of its customers, both retailers and the identification of the suppliers providing services that can impact visitors. the business continuity of the center. These risks are addressed in particular through more stringent selection and approval of service providers and the signing of framework agreements and continuous on-site monitoring. (1) Excludes marketing budgets, taxes, management fees KLÉPIERRE 2017 REGISTRATION DOCUMENT 203

SUSTAINABLE DEVELOPMENT 4Act for People Local service providers present daily in the centers Same diligence with regard to non-recurring expenses On average in Europe, 90% of the Group’s operating budgets consist Klépierre has developed the ClubStore® charter in order to re-examine (1) of five major categories of services : fluids (energy and water); general and map the customer journey and create a commercial environment operations; cleaning; maintenance; and security and safety. animated by a spirit of hospitality. At the end of 2015, the Purchasing A majority of suppliers and service providers involved in cleaning, Department launched a call for tenders to identify the best providers security, and maintenance have their teams in the shopping centers matching this Clubstore® charter from a number of angles: rest area on a daily basis. These services account for more than 60% of the (furniture, lighting, etc.), signage, reception, directory terminals, operating budgets in Europe. This makes the monitoring and control bathroom facilities, children’s areas (games, stickers, etc.). mechanisms easier. Adding in the budgets for energy and water The chosen solutions meet the Group’s requirements in the following established on markets that are strictly regulated in Europe, Klépierre areas: takes into account that its major purchasing categories are highly > control: products that fully comply with regulations and standards controlled. governing facilities open to the general public (ERPs); 3 BREAKDOWN OF OPERATIONAL BUDGETS > warranty: products carry a two-year warranty for parts, labor and OF SHOPPING CENTERS AND IDENTIFICATION call-out; OF THE MAIN SERVICES PROVIDED > safety and security: providers “analyzed” in terms of their financial 10% health, compliance with labor law and their level of dependence; Other 24% > negotiation: prices encompassing all services: fees, intellectual Safety and security property, licenses, equipment, etc.; 19% > sustainable development: external monitoring of the performance Energy and water of the European suppliers; > maintenance: the whole life cost aspect is considered with 3% 13% warranty extension and maintenance. Waste disposal Cleaning Development of significant additional revenue 9% 22% Since 2015, the Purchasing Department has helped the countries General operations Maintenance with their advertising contracts. Following Sweden, Italy, France and now Spain, the operating scope has risen from 300 to 600 digital advertising displays in 52 shopping centers in Europe. The teams on site are in charge of controlling and auditing the quality of the services provided. The procedures implemented at Group Selection and approval of service providers level are used to standardize these controls based on economic, environmental and social criteria. The approval of suppliers and providers (sourcing, assessment, and In 2016, a social and environmental performance analysis of the contracting) is standardized. The economic partners are selected Group's main suppliers was carried out. This study assessed around through an objective and fair tender process. The contracts signed 40 suppliers of varying sizes on the following criteria: environment, are not automatically renewed. The selection of accredited providers social, business ethics, and responsible purchasing. The average score incorporates increasingly more stringent sustainable development of Klépierre suppliers was 5.4 points higher than the average from a criteria, such as the implementation of machinery and systems that benchmark panel of 15,000 suppliers on the platform of the study are efficient in their consumption of electricity, water, supplies, or provider. other consumables, or raising awareness among employees about the influence of their behavior on the environment. These criteria In 2017, Klépierre worked on monitoring the performance of its have different weightings depending on the kind of service provided. European suppliers in accordance with its new CSR approach, in order Accreditation of providers has been strengthened in the main to engage its suppliers and subcontractors in a shared responsibility countries concerned and is gradually being centralized. Using fewer approach. providers makes it easier to carry out on-site controls. A special effort was in particular made in 2014 with regard to Christmas decorations. The selection of three providers in France, Spain and Portugal offers multiple economic (down 12% in costs), environmental (more than one million LED bulbs) and security (easier control of installations) advantages. (1) Based on the average of 2016 planned operational budgets for Group centers in 10 countries. Excludes marketing budgets, taxes, management fees. 204 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Act for People 4 Responsible practices Service providers holding a certification are preferred. Klépierre In order to help buyers in their day-to-day work, market leading tools believes that this ensures the implementation of more responsible were put in place to monitor and anticipate external partners. practices. Across Europe, 81% of the Group's key providers and suppliers have at least one certification, primarily ISO 9001 or 14001. The Group’s social and environmental commitments were The 80% target has thus been achieved since 2014. Klépierre now progressively incorporated into the contracts signed with suppliers wants to at least keep this level of certification. and service providers and in particular include the following items: In addition, the economic dependency rate of Klépierre service > economics: financial position, proportion of revenue achieved with providers does not exceed 22% and CSR clauses are included in the Group (< 25%), business ethics, etc.; all tender documentation. They require service providers to “raise awareness among their workforce regarding the environmental impact > environment: use of environmentally-sound products and of their behavior” as well as “employ machinery and systems that are materials, energy efficiency, waste management, establishment of efficient in their consumption of electricity, water, supplies or other innovative processes, etc.; consumables”. > social: measures against undeclared work, forced or child labor, A declaration regarding the combating of illegal work is also signed by working time and conditions, etc. all Klépierre service providers. It contains clauses forbidding all forms of undeclared work. 3 PROPORTION OF CERTIFIED KEY PROVIDERS 2017 current basis (98% coverage): 138 shopping centers and 5,027,646 sq.m Cleaning Security Maintenance Total Group coverage rate 2015 85% 78% 80% 82% 98% 2016 86% 75% 79% 80% 98% 2017 92% 76% 77% 81% 98% The main certifications are ISO 9001 (quality), ISO 14001 (environment) and OHSAS 18001 (occupational health and safety). On average, 15 hours per center were devoted to philanthropic “Supplier Day”, a seminar for a better understanding activities. An average of 17 sq.m per center was devoted to these of Europe in this event’s 2017 edition actions. Three years after creating the Purchasing Department, the Group With «Act for People,» one of the three pillars of its Act for Good® brought together its major providers with three objectives: policy, the Group wished to extend its philanthropic commitment and 1. Recognition: to review the implementation of common involve its employees. processes and risk management frameworks. Driven by local charitable activities and offered to 42% of 2. Ongoing improvement: “Work better together” (symbolic of the the teams, the Group has committed to giving 100% of employees the opportunity to take part in a charitable “live my life” role play organized at the centers), with the goal of activity by 2022. keeping the Group’s strategy aligned with that of its providers in order to play a part in the Group’s excellence and results. Among the actions already undertaken, for example, in France, the 3. Launch the proKure® purchasing platform: a comprehensive operation “Emballez vos samedis!” (“Wrap Up Your Saturdays”) was proposed to all employees at the Paris HQ and 65 of them voluntarily solution to manage supplier relations for business professionals wrapped the gifts of customers in the Île-de-France shopping centers (real estate managers, retailers), from contractual negotiations in aid of the CéKeduBonheur charity, which acts for the improvement to operational management of current expenses. of the daily lives of children in hospital. This totaled 264 hours of volunteer time. The Company supported this initiative by topping up Managed payment mechanisms the funds collected for the benefit of the Association. This initiative also allowed employees at the head office to engage in a shared The internal departments that select and approve suppliers and the experience with the teams. In addition, 72 kg of toys were collected departments that process payment are completely independent in France at the Paris head office in aid of the association Rejoué, from each other. This strict task allocation was reinforced with the which reconditions toys in a rehabilitation workshop for their sale or implementation of a new ERP tool. This tool, in place since 2008, is their gifting. operational across all regions. In Spain, actions are open to all employees. Firstly, once a month, volunteer employees distribute meals to disadvantaged families. 4.4.5 Philanthropy The meals are supplied by a food bank and, in 2017, 30 employees helped with the distribution. And, secondly, at Christmas, a luncheon As places for shopping, meeting, and leisure, shopping centers are was organized for children of disadvantaged families with gifts from the living areas. As such, they are naturally open to partners active in employees being handed out. 100% of employees helped with the local life, which may thus benefit from the high number of visitors at collection by either giving gifts or money to buy gift cards. Twenty the centers. The Group’s centers all over Europe host a wide range of employees attended the luncheon and helped hand out gifts to the events organized and supported by social organizations. 100 children present. 94% of centers have thus hosted one or more of these philanthropy initiatives. KLÉPIERRE 2017 REGISTRATION DOCUMENT 205

SUSTAINABLE DEVELOPMENT 4Methodology, Concordance table and data verification In Portugal, Klépierre has partnered up with the association Grace In the Czech Republic, 30 employees (i.e., over 80% of the workforce) and in the course of this partnership organized an action called “Giro.” were invited to participate in a beach volleyball tournament organized This volunteering, which is open to all employees, helped carry out an by JLL and open to all real estate companies in the country. The total action to prevent summer forest fires, a real scourge in Portugal. 30% amount of funds raised by this initiative was donated to charitable of employees are involved in this initiative. organizations. 3 PROPORTION IN VALUE OF CENTERS HAVING LED AT LEAST ONE PHILANTHROPY PARTNERSHIP 2017 current basis (98% coverage): 138 shopping centers and 5,027,646 sq.m Central Group France- Europe The coverage Belgium Italy Scandinavia Iberia & Turkey Netherlands Germany Group rate 2015 97% 100% 82% 100% 100% 96% 98% 2016 92% 94% 100% 75% 98% 64% 100% 92% 98% 2017 95% 100% 100% 96% 79% 70% 100% 94% 98% 4.5 Methodology, Concordance table and data verification 4.5.1 Methodological note > representativeness: the selected indicators are representative of the Group’s sites and activities; Rate of coverage and distribution of themes by scope > consistency: guarantees that the data comparison by region or year by year is pertinent; The environmental, societal and social management system is used > transparency: the assumptions made and the calculation methods to quantify and identify the main environmental, societal and social used are clearly defined; impacts of the Klépierre Group and its activities. The fundamental principles underlying this reporting are: > accuracy and reliability: records are kept at site levels and at the various consolidation levels to ensure data traceability. > relevance: the biggest sources of environmental and societal impact for each theme are taken into account; 3 RATE OF COVERAGE AND DISTRIBUTION OF THEMES BY SCOPE Klépierre Shopping centers “Managed portfolio” (a) % Klépierre property portfolio Value(a) % property portfolio Value 2015 22,127 100% 18,934 89.4% 2016 22,817 100% 20,664 94.4% 2017 23,013 100% 22,652 98,4% (a) Value in millions of euros, excluding duties. 206 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Methodology, Concordance table and data verification 4 Methodological note for environmental and societal indicators The environmental and societal management system takes into > Best Practices Recommendations on Sustainability Reporting account the recommendations made in the three leading frameworks published by the European Public Real Estate Association (EPRA); in Klépierre's industry at the international, European, and national > French Council of Shopping Centers (CNCC) – Industry CSR levels, namely: reporting guide. > Global Reporting Initiative Construction and Real Estate Sector Supplement (GRI 4 and GRI CRESS); 3 DETAIL ON UNITS OF MEASUREMENT FOR THE MAIN ENVIRONMENTAL INDICATORS Energy Climate change Water Waste COMMON AREAS AND SHARED EQUIPMENT Absolute value MWh of final energy tCO e 2 Common areas and heating and air conditioning shared equipment Intensity by area kWh/sq.m kgCO e/sq.m 2 sq.m common areas + sq.m rentable floor area served by heating and air conditioning shared equipment Intensity of use kWh/visit kgCO e/visit 2 Number of visits from the automatic counter systems at the doors WHOLE BUILDING Absolute value MWh of final energy tCO e m3 metric tons 2 Common areas and shared equipment + tenant areas 3 Intensity by area kWh/sq.m kgCO e/sq.m m/sq.m 2 sq.m common areas + sq.m occupied rentable floor area Intensity of use kWh/visit kgCO e/visit l/visit 2 Number of visits from the automatic counter systems at the doors Definition of scopes the property if the following conditions are met: a single third party managed the asset for the entire reporting period, the reporting Scopes manual has been deployed, controls and checks of the reported data The new CSR strategy plan of the Group launched in 2017 (Act For have been conducted with the same level of rigor as for the assets Good®) refocused its actions and its reporting on assets managed managed by the Group. If a shopping center has been acquired by by the Group. the Group and is managed by it, it is included in the scope from the first full year. Real estate development projects are not included in Those are in fact the shopping centers in which Klépierre has full the reporting during development and/or construction, until they are control over the impact and over the steps taken. completed and only from the first full year. Accordingly, in this document the Group has moved away from Within this scope, the technical details may vary slightly. Depending its traditional reporting on the “asset portfolio” and “managed on the situation, Klépierre may have full management of the electricity, portfolio” scopes and instead has only reported on the “managed but be charged by a third party (hypermarket, etc.) for its fuel usage. portfolio” scope. Moreover, the latter has been expanded, and all the The collection of waste may also be done by a third party such as shopping centers managed by Klépierre have been included in the a local authority on the basis of a subscription, etc. Situations can environmental and societal reporting tool that was deployed in 2017. vary greatly, and may therefore prevent the collection of reliable quantitative data. These methodological choices are guided by the “Managed Portfolio” scope will to communicate on reliable data. Centers for which Klépierre does not have exhaustive data on energy, waste or water are excluded from This scope, a subset of the previous one, is specific to the shopping the reporting. This explains the difference in coverage rate between center industry for operational reasons. indicators. It covers the centers that the Group managed over the entire reporting The “Managed Portfolio” scope accounted for 98% of the “Assets period. This scope extends to assets for which a third party managed Portfolio” scope at December 31, 2017. KLÉPIERRE 2017 REGISTRATION DOCUMENT 207

SUSTAINABLE DEVELOPMENT 4Methodology, Concordance table and data verification Management of the changes in scope Definitions and clarifications Acquisitions, disposals and developments (extensions and/or Energy efficiency and greenhouse gas emissions of the common areas developments) may change the reporting scope and influence the and shared equipment for heating and air conditioning: the energy 2 analysis of changes in indicators. intensity indicators expressed in kWh/m and kWh/visit measure A distinction between “current basis” and “like-for-like basis” applies exclusively the heating and air conditioning consumptions of the across the board to the indicators in the “Managed Portfolio” scope. common areas. They do not measure the whole energy usage of the shopping center because of a lack of comprehensive knowledge on Current basis the private areas consumption of the tenants. With respect to urban heating networks, the energy recovery rate The current basis is used to assess the CSR impact of the property generated by waste combustion and from the reuse of industrial heat portfolio over one year. It shows the effects of management, renovation is calculated for each shopping center. and arbitrage (sales and acquisitions) policies. Intensity of energy and water usage of the whole shopping center: the It includes all shopping centers at least 25%-owned by the Group floor areas used for calculation purposes are the combined common at 12/31/Y, including those which were subject to renovation or areas plus the combined GLA at December 31 of the reporting year. extensions during the reporting period, regardless of the GLA created. Article 225 of the Grenelle II Law: the two topics “land use and water Like-for-like basis consumption” and “water supply according to local constraints” are not addressed in this Document due to the low impact of the Group The like-for-like basis is used to assess changes in performance on these issues. across an identical scope over time. It reflects the Group’s ability to manage and optimize its asset portfolio. Methodological note for social indicators The like-for-like basis includes all the shopping centers owned and managed for at least 24 months. It is calculated on the basis of the 2013 Period and reporting scope scope, which is a like-for-like basis scope over four years. It excludes shopping centers acquired or completed as well as those that were not For all social indicators, the monitoring period used is the period from managed for the entire period. Centers that are subject to an extension January 1 to December 31 in year Y. that adds 20% or more GLA are excluded from the scope. The scope for collecting the data and reporting covers all Group Reporting periods and estimates subsidiaries at December 31, 2017 in which employees have an employment contract with the Group. The major factor to be taken into account is that two different Changes in scope are the result of acquiring new entities or disposing reporting periods are used depending on the indicator. This difference of existing entities. The employees of these entities are incorporated is caused by the Group’s desire to minimize the use of estimates and into or removed from the Klépierre reporting scope with effect from to make it possible to collect and consolidate real data. the month following the transaction date. Some of the usage data for energy, water and waste production is input on the basis of bills received with a certain time lag. In order Definitions and clarifications to reflect actual consumption, the Group decided to use a one-year Workforce: total number of employees at December 31, on open-ended rolling period for the indicators built on the basis of this data. and fixed-term contracts, regardless of the type of contract, number of For all indicators related to “energy,” “waste,” “climate change,” and hours worked and period of employment during the year. “water,” and one “transportation” indicator (proportion of visits by Average workforce: average number of employees at the end of each mode of transportation), the reporting period is from 10/1/Y-1 to month during the year. 9/30/Y. The specific scope for these indicators is therefore adjusted to exclude shopping centers which were not owned or managed between Average gross wages: sum of contractual fixed annual salaries 10/1/Y and 12/31/Y. of employees at December 31, based on full-time employment For water usage, the meter reading can be done a few days before or and excluding variable compensation, divided by workforce at after the dates defined in the protocol. The dates which are closest to December 31, excluding members of the Executive Board. the start and the end of the reporting period will be used. If needed, Turnover (modification of the calculation formula in 2017 as follows): the data will be adjusted to 365 days through extrapolation. the turnover formula is: ((total number of resignations+retirements+ deaths)/ total workforce on open-ended contracts by 31/12/N). Coverage rate The coverage rate gives an indication of the comprehensiveness of published data. The coverage rate is expressed as a percentage of the total value of shopping centers included in the reporting scope. 208 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Methodology, Concordance table and data verification 4 4.5.2 Concordance tables The tables below propose an analysis of the concordance between the information published by Klépierre in this Document and the main (European and Global) reporting standards for non-financial operations: the Global Reporting Initiative (GRI), the United Nations sustainable development goals and the EPRA Sustainable Best Practices of Reporting. Global Reporting Initiative G4 (2016) Name of GRI standard GRI G4 standard number Registration document Economic 200 Economic performance 201 4.1.4; 4.1.5 Market Presence 202 4.1.1 Indirect Economic Impacts 203 4.3 Procurement Practices 204 4.3 Anti-corruption 205 4.4.4 Anti-competitive Behavior 206 Environmental 300 Materials 301 4.2.4 Energy 302 4.2.1 Water 303 4.2.3 Biodiversity 304 4.2.3 Emissions 305 4.2.2 Effluents and Waste 306 4.2.3 Environmental Compliance 307 4.1.2 Supplier Environmental Assessment 308 4.4.4 Social 400 Employment 401 4.3; 4.4.3 Labor/Management Relations 402 4.4.3 Occupational Health and Safety 403 4.4.2; 4.4.3 Training and Education 404 4.4.3 Diversity and Equal Opportunity 405 4.4.3 Non-discrimination 406 4.4.3 Freedom of Association and Collective Bargaining 407 4.4.3 Child Labor 408 4.4.4 Forced or Compulsory Labor 409 4.4.4 Security Practices 410 4.4.2 Rights of Indigenous Peoples 411 Human Rights Assessment 412 4.4.4 Local communities 413 4.3 Supplier Social Assessment 414 4.4.4 Public Policy 415 Customer Health Safety 416 4.4.1 Marketing and Labeling 417 Customer Privacy 418 Socioeconomic Compliance 419 KLÉPIERRE 2017 REGISTRATION DOCUMENT 209

SUSTAINABLE DEVELOPMENT 4Methodology, Concordance table and data verification United Nations Sustainable Development Goals Commitment Registration document No poverty Zero Hunger Good health and well-being 4.3.2; 4.4.3 Quality education 4.3.3; 4.4.3 Gender equality 4.3.3; 4.4.3 Clean water and sanitation 4.2.4 Affordable and clean energy 4.2.1 Decent work an economic growth 4.3; 4.4.3 Industry, Innovation and Infrastructure 4.2.4; 4.3; 4.4.3 Reduced inequalities 4.4.4 Sustainable cities and communities 4.2.5; 4.3 Responsible consumption and production 4.2.3 Climate action 4.2.2 Life below water Life on land 4.2.4 Peace, Justice and Strong institutions Partnerships for the goals 4.3.2; 4.4.4 EPRA Sustainable Best Practices of Reporting (2017) Name of standard sBPR Number of standard sBPR Registration document Elec-Abs 302-1 4.2.1 Elec-LfL 302-1 4.2.1 DH&C-Abs 302-1 4.2.1 DH&C-LfL 302-1 4.2.1 Fuels-Abs 302-1 4.2.1 Fuels-LfL 302-1 4.2.1 Energy-Int CRE1 4.2.1 GHG-Dir-Abs 305-1 4.2.2 GHG-Indirect-Abs 305-2 4.2.2 GHG-Int 305-4 4.2.2 Water-Abs 303-1 4.2.3 Water-LfL 303-1 4.2.3 Water-Int CRE2 4.2.3 Waste-Abs 306-2 4.2.3 Waste-LfL 306-2 4.2.3 Cert-Tot CRE8 4.2.4 Diversity-Emp 405-1 4.4.3 Diversity-Pay 405-2 4.4.3 Emp-Training 404-1 4.4.3 Emp-Dev 404-3 4.4.3 Emp-Turnover 401-1 4.4.3 H&S-Emp 403-2 4.4.2; 4.4.3 H&S-Asset 416-1 4.4.2; 4.4.3 H&S-Comp 416-2 4.4.2; 4.4.3 Comty-Eng 413-1 4.3.2; 4.3.3; 4.3.4 Gov-Board 102-22 4.1.3 and elsewhere Gov-Selec 102-24 4.1.3 and elsewhere Gov-CoI 102-25 4.1.3 et ailleurs 210 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Methodology, Concordance table and data verification 4 4.5.3 Independent verifier’s report on consolidated social, environmental and societal information presented in the management report This is a free translation into English of the original report issued in the French language and it is provided solely for the convenience of English speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Shareholders, (1) In our quality as an independent verifier accredited by the COFRAC , 1. Attestation of presence of CSR Information under the number n° 3-1050, and as a member of the network of one of the Statutory Auditors of the company Klépierre, we present Nature and scope of the work our report on the consolidated social, environmental and societal We obtained an understanding of the Company’s CSR issues, based information established for the year ended on the December 31, 2017, on interviews with the management of relevant departments, a presented in the management report, hereafter referred to as the “CSR presentation of the Company’s strategy on sustainable development Information”, pursuant to the provisions of the article L. 225-102-1 of based on the social and environmental consequences linked to the the French Commercial Code (Code de commerce). activities of the Company and its societal commitments, as well as, where appropriate, resulting actions or programmes. Responsibility of the Company We compared the information presented in the management report It is the responsibility of the Management Board to establish a with the list provided in the article R. 225-105-1 of the French management report including CSR Information referred to in Commercial Code (Code de commerce). the article R. 225-105 of the French Commercial Code (Code de In the absence of certain consolidated information, we verified that commerce), in accordance with the protocols used by the Company the explanations were provided in accordance with the provisions (hereafter referred to as the “Criteria”), of which a summary is included in article R. 225-105-1, paragraph 3, of the French Commercial Code in the management report and available on request at the Company’s (Code de commerce). headquarters. We verified that the information covers the consolidated perimeter, Independence and quality control namely the entity and its subsidiaries, as aligned with the meaning of the article L. 233-1 and the entities which it controls, as aligned with Our independence is defined by regulatory requirements, the Code the meaning of the article L. 233-3 of the French Commercial Code of Ethics of our profession as well as the provisions in the article (Code de commerce). L. 822-11-3 of the French Commercial Code (Code de commerce). In addition, we have implemented a quality control system, including Conclusion documented policies and procedures to ensure compliance with ethical standards, professional standards and applicable laws and Based on this work, we confirm the presence in the management regulations. report of the required CSR information. Responsibility of the independent verifier 2. Limited assurance on CSR Information It is our role, based on our work: Nature and scope of the work > to attest whether the required CSR Information is present in We undertook four interviews with people responsible for the the management report or, in the case of its omission, that an preparation of the CSR Information, in charge of the data collection appropriate explanation has been provided, in accordance with process and, if applicable, the people responsible for internal control the third paragraph of R. 225-105 of the French Commercial Code processes and risk management, in order to: (Code de commerce) (Attestation of presence of CSR Information); > Assess the suitability of the Criteria for reporting, in relation to their > to express a limited assurance conclusion, that the CSR relevance, completeness, reliability, neutrality, and legibility, taking Information, overall, is fairly presented, in all material aspects, in into consideration industry standards, especially the sectorial according with the Criteria. recommendation; It is however not our responsibility to attest the compliance with > Verify the implementation of the process for the collection, other applicable legal provisions, in particular those pursuant to law compilation, processing and control for completeness and no. 2016-1691 of December 9, 2016, known as Sapin II (anti-corruption law). consistency of the CSR Information and identify the procedures Our verification work was undertaken by a team of five people for internal control and risk management related to the preparation between November 2017 and March 2018 for an estimated duration of the CSR Information. of seven weeks. We conducted the work described below in accordance with the professional standards applicables in France and the Order of May 13, 2013 determining the conditions under which an independent third-party verifier conducts its mission, and in relation to the opinion (2) of fairness, in accordance with the international standard ISAE 3000 . (1) Scope available at www.cofrac.fr. (2) ISAE 3000 – Assurance engagements other than audits or reviews of historical information. KLÉPIERRE 2017 REGISTRATION DOCUMENT 211

SUSTAINABLE DEVELOPMENT 4Methodology, Concordance table and data verification We determined the nature and extent of our tests and inspections For the other consolidated CSR information, we assessed their based on the nature and importance of the CSR Information, in relation consistency in relation to our knowledge of the Company. to the characteristics of the Company, its social and environmental Finally, we assessed the relevance of the explanations provided, if issues, its strategy in relation to sustainable development and industry appropriate, in the partial or total absence of certain information taking best practices. into account, if relevant, professional best practices formalised in the For the CSR Information which we considered the most important (1) CSR reporting sectorial Guide of the National Council of Shopping : > at the level of the consolidating entity, we consulted documentary Centre. According to this Guide, the environmental impacts (energy, sources and conducted interviews to corroborate the qualitative water and waste) of shopping centres are monitored for the volumes information (organisation, policies, actions, etc.), we implemented that are managed and procured (i.e. volumes used for common areas analytical procedures on the quantitative information and and private areas connected to the common network), except those verified, on a test basis, the calculations and the compilation of procured directly by tenants. the information, and also verified their coherence and consistency We consider that the sample methods and sizes of the samples that with the other information presented in the management report; we considered by exercising our professional judgment allow us to > at the level of the representative selection of sites and entities express a limited assurance conclusion; an assurance of a higher level (2) would have required more extensive verification work. Due to the that we selected , based on their activity, their contribution to necessary use of sampling techniques and other limitations inherent the consolidated indicators, their location and a risk analysis, in the functioning of any information and internal control system, the we undertook interviews to verify the correct application of the risk of non-detection of a significant anomaly in the CSR Information procedures and identify any potential omissions and undertook cannot be entirely eliminated. detailed tests on the basis of samples, consisting in verifying the calculations made and linking them with supporting Conclusion documentation. The sample selected therefore represents an average of 10% of the total energy consumption, 18% of the total Based on our work, we have not identified any significant misstatement workforce and 11% of the gross market value of the Group’s assets that causes us to believe that the CSR Information, taken together, has of the 2017 reporting scope. not been fairly presented, in compliance with the Criteria. Paris-La Défense, of March 5, 2018 French original signed by: Independent Verifier ERNST & YOUNG et Associés Eric DUVAUD Bruno PERRIN Partner, Sustainable Development Partner (1) KPIs (Environmental, societal and social): 2 Quantitative information: energy consumption and energy efficiency (in kWh/m and kWh/visit) of common areas and common heating and cooling equipment, the share of energy consumed from renewable sources, gas emissions from greenhouse effect (Scope 1 and 2 as well as Scope 3 assessment), the carbon intensity related to the energy consumed by the common parts and common equipment (in kgCO 2 e/m and gCO e/visit), the proportion of waste sorted on site as well as the share of recycled and recovered waste, water consumption and water consumption intensities (in m3 2 2 2 /m and in l/visit), total workforce, hiring and firing, rate of turnover, absenteeism and absenteeism rates for short-term occupational diseases, women’s share by management level, work accident frequency rate, average number of hours training per employee. Qualitative information: general environmental policy (organization, BREEAM assessment and certification procedures, employee training and information actions in the field of environmental protection), the circular economy (prevention, recycling, other forms of recovery and waste disposal), measures to reduce food waste, measures taken to improve energy efficiency and the use of renewable energies, measures taken to preserve or develop biodiversity, territorial impact (direct, indirect and induced jobs), employment (distribution of workforce, remuneration and their evolution by region), health and safety at work, occupational accidents and occupational diseases, training policies implemented, diversity and equality of opportunity and treatment (measures taken on gender equality, employment and integration of persons with disabilities, anti-discrimination policies and actions). (2) Environmental and Societal Indicators: eight shopping centers in France (MLV- Serris in Val d’Europe, Arcades in Noisy-le-Grand and Colombia in Rennes), in Hungary (Duna Plaza in Budapest) and in Italy (Shopville LeGru in Turin, Shopville Gran Reno in Bologne, Nave de Vero in Venice and Acquario in Vignate (Milan)). 212 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SUSTAINABLE DEVELOPMENT Methodology, Concordance table and data verification 4 KLÉPIERRE 2017 REGISTRATION DOCUMENT 213

214 KLÉPIERRE 2017 REGISTRATION DOCUMENT

5 CORPORATE GOVERNANCE REPORT 5.1 MANAGEMENT AND OVERSIGHT 5.2 COMPENSATION AND BENEFITS OF THE COMPANY 217 OF EXECUTIVE CORPORATE 5.1.1 Supervisory Board 217 OFFICERS 240 5.1.2 Special Committees 234 5.2.1 Compensation of Supervisory Board members 240 5.1.3 Executive Board 238 5.2.2 Compensation of Executive Board 5.1.4 Management bodies 239 members 241 5.2.3 Summary tables established based on AMF recommendations and the AFEP-MEDEF Code 256 5.2.4 Elements of compensation paid or allocated for fiscal year 2017 submitted to the vote of the General Meeting of April 24, 2018 259 KLÉPIERRE 2017 REGISTRATION DOCUMENT 215

CORPORATE GOVERNANCE REPORT 5 Pursuant to Article L. 225-68 of the French Commercial Code, the approached the various members of the Supervisory Board and the Supervisory Board has decided to present to the General Meeting of Executive Board to verify that the information presented herein is April 24, 2018 this corporate governance report, which includes the comprehensive and accurate. information referred to in Articles L. 225-37-3 to L. 225-37-5 of the The table below sets out the information required pursuant to French Commercial Code, and the Supervisory Board’s observations Articles L. 225-37-3 to L. 225-37-5 of the French Commercial Code on the report of the Executive Board and the financial statements for and specifies the sections of the Company’s registration document the fiscal year. The report is based on the preparatory work and due in which this information is presented. These sections, to which the diligence carried out by the Legal and Human Resources Department. reader is referred, are incorporated by reference in this report: In this context, the Legal and Human Resources Department reviewed the legislation applicable for the drafting of the report and Title of the section of the Company’s registration document presenting References information required by Articles (Page number of the Information required by Articles L. 225-37-3 L. 225-37-3 to L. 225-37-5 Company’s registration Themes to L. 225-37-5 of the French Commercial Code of the French Commercial Code document) Section 5.1.1.1 “Composition List of all offices and positions held in any company of the Supervisory Board” 218-227 by each corporate officer during the fiscal year Section 5.1.3.1 “Composition 238-239 of the Executive Board” List of agreements signed, directly or by proxy, between, on the one hand, one of the corporate officers or one of the shareholders with more than 10% of the voting rights of a company and, on the other, another company, Section 6.1.4.3 “Related party agreements” 277-278 of which the former owns, directly or indirectly, more than half of the capital, with the exception of agreements relating to ordinary transactions concluded under arm’s length conditions Explanation of the choice of one of the two modes Section 5.1 “Management and oversight of exercising general management stipulated in Article of the Company” 217 L. 225-51-1 of the French Commercial Code Section 5.1.1.2 “Operation of the Supervisory Composition, conditions of preparation and organization Board” 231-234 of the work of the Supervisory Board Section 5.1.1.3 “Work of the Supervisory Board in fiscal year 2017” Governance Description of the diversity policy applied to members of the Board of Directors with regard to criteria such as age, gender, qualifications and professional experience, Section 5.1.1.1 “Composition of the 228-231 and a description of the objectives of this policy, the ways Supervisory Board” in which it is implemented and the results achieved in the last fiscal year Limitations the Supervisory Board may place Section 5.1.1.2 “Operation of the Supervisory on the Executive Board’s powers Board”, sub-section “Role of the Supervisory 231-232 Board” Adherence to a Corporate Governance Code 217 Provisions of the Corporate Governance Code not applied Section 5.1 “Management and oversight 217 along with the reasons therefore of the Company” Location at which the Corporate Governance Code can 217 be consulted The arrangements regarding attendance Special arrangements regarding shareholder attendance of the Company’s General Meetings at the General Meeting can be found in Title V (“General Meetings”) 216 of the Company’s bylaws (available online at www.klepierre.com) Draft resolutions submitted to the General Meeting Section 6.2 “General Meeting 286-289 of April 24, 2018 of Shareholders” Section 5.2.1.1 “Compensation policy 240 Information on the compensation policy for Supervisory Board members” Compensation Section 5.2.2.1 “Compensation policy 241-252 for Executive Board members” Section 5.2.1.2 “Compensation 240-241 Information relating to the compensation of corporate of Supervisory Board members” officers Section 5.2.2.2 “Compensation of Executive 252-262 Board members” Table summarizing the delegations in force that have been approved by the General Meeting of Shareholders 6.1.1.2 “Delegations and authorizations in the area of capital increases, by application of Articles granted to the Klépierre Executive Board” 266 L. 225-129-1 and L. 225-129-2, and showing the use made of these delegations during the fiscal year Other Information about factors that may have an impact in the event of a public offering Information on factors that may have an impact is mentioned in note 8.2 “Liquidity risk” 109 and in the event of a takeover bid or public exchange offer to the consolidated financial statements 266-268 and in the “General Information on the capital” section 6.1.1 of this registration document Supervisory Board’s observations on the Section 6.2.3 “Report of the Supervisory report of the Executive Board to the Ordinary and Extraordinary 290-291 Board and the financial General Meeting” statements for the fiscal year 216 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 5.1 Management and oversight of the Company The Company has had the corporate form of a société anonyme (joint- prerogatives of the Supervisory Board, the balanced composition of stock corporation) with an Executive Board and Supervisory Board which safeguards the independence of the control and balance of since July 21, 1998. This mode of exercising general management was its powers. adopted as it provides a clear separation between the management The Company refers to the Corporate Governance Code for listed bodies of the Company and the oversight of this management, companies published by the French Association of Private Businesses which is provided by the Supervisory Board. This choice as to form (AFEP) and the French Employers Association (MEDEF) (the AFEP- of corporate governance structure has made it possible to retain a MEDEF Code). The AFEP-MEDEF Code may be consulted at the proactive and effective structure together with a flexible and rapid AFEP’s website at the following address: www.afep.com. mode of operation for the executive bodies, in accordance with the In accordance with the guidelines of the AFEP-MEDEF Code and in accordance with of Article L. 225-68 of the French Commercial Code, the table below indicates the recommendation of the above Code that is currently not adhered to and the reasons for this: AFEP-MEDEF Code guidelines Implementation Section 17.1 – Composition of the Committee responsible for compensation The Nomination and Compensation Committee has four members, two of whom It is recommended that this Committee be mainly composed of independent are independent, i.e., a 50% ratio of independent members. The Committee is Directors. chaired by an independent member. In this regard, it should be noted that the French High Committee for Corporate Governance stipulated in its report of October 2014 that a Compensation Committee made up of two members out of four remains compliant with the spirit of the Code as long as it is chaired by an independent member. Lastly, in order to strengthen Klépierre’s compliance with the AFEP-MEDEF Code, the Committee’s Chairman has been assigned a casting vote in the event of tied votes within the Committee. 5.1.1 Supervisory Board 5.1.1.1 Composition of the Supervisory Board Provision of the bylaws and internal rules of the Supervisory Board applicable to the composition of the Supervisory Board The Company’s bylaws and the internal rules of the Supervisory Board > ownership of Klépierre shares: each member of the Supervisory define the following principles: Board must hold at least 60 shares throughout his/her term of > number of Supervisory Board members: the Supervisory Board office; is composed of at least 3 members and no more than 12 members; > chairmanship and vice chairmanship of the Supervisory Board: > term of office of members of the Supervisory Board: the term the Supervisory Board elects a Chairman and a Vice Chairman of office is three years. However, the Ordinary General Meeting of from among its members. Shareholders may, by exception, elect one or more Supervisory Board members for a term of less than three years for the sole purpose of establishing a system of retirement by rotation such that only a proportion of the Supervisory Board members stands for re-election at any one time; KLÉPIERRE 2017 REGISTRATION DOCUMENT 217

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company Current composition As of the filing date of this registration document, the Supervisory Board consists of the following nine members: Committee membership Other Nomination Years of appointments and Board Sustainable Inde- in other listed Invest- Compen - develop- Date of first Term of member- Name Main function Nationality Age Gender pendence companies(a) ment Audit sation ment appointment appointment ship(b) Chairman of the David Simon, Board and Chief X 04/14/2015 Chairman Executive Officer American 56 M 1 Chairman 03/14/2012 2018 GM 6 of the Board of Simon Property Group, Inc. Co-founder of 12/11/2014 John GreenOak Real American 52 M X 0 X (with 12/11/2014 3 Carrafiell Estate Chairman effect from 2018 GM 01/15/2015) Béatrice de Director Southern Clermont- Europe, Global French 45 F X 1 X 04/19/2016 04/19/2016 2 Tonnerre Partnerships at 2019 GM Google 12/11/2014 Jeroen Managing Director Dutch 56 M 0 X X (with 12/11/2014 3 Drost of SHV Holdings N.V. effect from 2018 GM 01/15/2015) General Counsel Steven and Secretary of American 57 M 0 X X X 03/14/2012 04/14/2015 6 Fivel Simon Property Chairman 2018 GM Group, Inc. Senior Vice President of Stanley International American 47 M 0 X X X 04/14/2015 04/18/2017 3 Shashoua Development of 2020 GM Simon Property Group, Inc. Former Director France and Catherine Belgium of the French 53 F X 0 X X 12/20/2012 04/18/2017 5 Simoni European real Chairman 2020 GM estate funds of the Carlyle Group Rose-Marie Van Senior Advisor of 04/19/2016 Lerberghe, BPI Group French 71 F X 2 X X 04/12/2012 2019 GM 6 Vice Chairman Representative of Afammer (NGO) at the Florence United Nations French 58 F X 1 X 02/17/2016 04/18/2017 2 Von Erb Organization and 2020 GM former Managing Director of Adair Capital (a) The appointment held in the Company has not been taken into consideration in this calculation. (b) As of April 24, 2018, the date of the next General Meeting of Shareholders. 55 years 5 4 5 Average age of the members Independent Board Women members Foreign members of the Board at 12/31/2017 members of the Board of the Supervisory Board 218 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Biographies of Supervisory Board members David Simon Chairman of the Supervisory Board Chairman of the Investment Committee 56 years old – BS degree from Indiana University and MBA from Columbia University’s Graduate School of Business – American nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career David Simon is Chairman of the Board and Chief Executive Officer of Indianapolis-based Simon Property Group, Inc. He joined the organization in 1990. In 1993 he led the efforts to take Simon Property Group public. He became CEO in 1995. Before joining the organization, he was a Vice President of Wasserstein Perella & Co., a Wall Street firm specializing in mergers and acquisitions and leveraged buyouts. He is a former member and former Chairman of the National Association of Real Estate Investment Trusts (NAREIT) Board of Governors and is a former trustee of the International Council of Shopping Centers (ICSC). Number of Klépierre shares: 62 Current appointments as of December 31, 2017 Klépierre > Chairman of the Supervisory Board > Chairman of the Investment Committee Outside Klépierre > Director, Chairman of the Board and Chief Executive Officer: — Simon Property Group, Inc. (listed company) Appointments expired during the last five fiscal years Outside Klépierre > Director, Chairman of the Board and Chief Executive Officer: — Simon Property Group (Delaware), Inc. — The Retail Property Trust — M.S. Management Associates, Inc. > Chairman of the Board and Chief Executive Officer: — Simon Management Associates, LLC — CPG Holdings, LLC Board attendance rate in 2017 100% 100% Investment Committee attendance rate in 2017 KLÉPIERRE 2017 REGISTRATION DOCUMENT 219

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company John Carrafiell Chairman of the Audit Committee 52 years old – BA degree from Yale University – American nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career From 1987 to 2009, John Carrafiell was at Morgan Stanley: as Head of Real Estate Europe from 1995, a Managing Director from 1999, Global Co-Head of Real Estate from 2005, member of the Global Investment Banking Division Operating Committee from 2006 to 2007, and Global Co-Head and Co-CEO of Real Estate Investing from 2007. From 2009 to 2010, he was Founder and Managing Partner of Alpha Real Estate Advisors (UK). Since 2010 he has been a Co-Founder and Managing Partner of GreenOak Real Estate, a global real estate investment, management and advisory firm that has raised $8 billion of equity from institutional investors and has acquired (or managed) over $12 billion in real estate assets since 2011. Number of Klépierre shares: 60 Current appointments as of December 31, 2017 Klépierre > Chairman of the Audit Committee Outside Klépierre > Chairman: — Chelsea & Westminster Hospital NHS Foundation Trust Development Board (United Kingdom) — The Anna Freud National Centre for Children and Families Development Board (United Kingdom) — The Yale University School of Architecture Dean’s Council (United States) Appointments expired during the last five fiscal years Klépierre None Outside Klépierre > Director: — Grupo Lar (Spain) > Supervisory Board Member: — Corio N.V. (the Netherlands) Board attendance rate in 2017 89% 100% Audit Committee attendance rate in 2017 220 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Béatrice de Clermont-Tonnerre Member of the Sustainable Development Committee 45 years old – Graduate of Institut d’études politiques de Paris (Public Service Section) and École supérieure des sciences économiques et commerciales (MBA) – French nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career Béatrice de Clermont-Tonnerre was appointed, Southern Europe Director, Global Partnerships of Google in mid 2013. Prior to Google, she was Senior VP, Business Development at Lagardère (2008-2013). She has been Head of Interactive TV and co-Head of Programming at Canalsatellite – Groupe Canal+ (2001-2005). She began her career as a radio journalist before joining the Strategy Department of Lagardère in 1995 as an analyst in the High Technologies division. Number of Klépierre shares: 60 Current appointments as of December 31, 2017 Klépierre > Member of the Sustainable Development Committee Outside Klépierre > Vice Chairman of the Board of Directors: — Hurriyet (a Turkish listed company) Appointments expired during the last five fiscal years Klépierre None Outside Klépierre > Board Member of LaCie Board attendance rate in 2017 89% 100% Sustainable Development Committee attendance rate in 2017 KLÉPIERRE 2017 REGISTRATION DOCUMENT 221

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company Jeroen Drost Member of the Investment Committee Member of the Nomination and Compensation Committee 56 years old – Master in Economics and Master of Dutch Law – Dutch nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career In 1986, Jeroen Drost began his career with ABN AMRO in Amsterdam where he held several positions. Particularly from 1992 to 1994, he was the Head of Mergers and Acquisitions of Central and Eastern Europe. From 1995 to 1996, he worked as Head of Corporate Finance of Central and Eastern Europe. In 2000, he was the Director of Investment Banking and special finance of the Dutch division. Finally, from 2006 to 2008, he worked as Chief Executive Officer Asia at ABN AMRO Bank in Hong Kong. From 2008 to 2014, he was the Chief Executive Officer of NIBC Bank N.V. in The Hague. Between February 2015 and April 2016, he was the Chief Executive Officer of NPM Capital N.V. In April 2016, Jeroen Drost was appointed as Member of the Executive Board of SHV Holdings N.V., and, on October 31, 2016, he was appointed as CEO of SHV Holdings N.V. Number of Klépierre shares: 60 Current appointments as of December 31, 2017 Klépierre > Member of the Investment Committee > Member of the Nomination and Compensation Committee Outside Klépierre > Chief Executive Officer: — SHV Holdings N.V. (the Netherlands) > Supervisory Board Member: — Nutreco N.V. (the Netherlands) — Mammoet Holding B.V. (the Netherlands) — ERIKS N.V. (the Netherlands) > Non-executive member: — SHV Interholding AG (Switzerland) Appointments expired during the last five fiscal years Klépierre None Outside Klépierre > Managing Director: — NPM Capital N.V. (the Netherlands) > Chief Executive Officer: — NIBC Bank N.V., The Hague, (the Netherlands) > Director: — Nederlandse Vereniging van Banken (Dutch Bankers Association), (the Netherlands) — Nederlandse Participatie Maatschappij N.V. (Belgium) > Non-executive member of the Executive Board: — Fidea N.V. (Belgium) > Supervisory Board Member: — Dura Vermeer N.V. (the Netherlands) — AON Groep Nederland B.V. (the Netherlands) — NL Healthcare (the Netherlands) — NVDU Acquisition B.V. (the Netherlands) — Vanderlande Industries Holding B.V. (the Netherlands) > Member of the Supervisory Committee: — Vesteda (the Netherlands) Board attendance rate in 2017 78% 86% Investment Committee attendance rate in 2017 100% Nomination and Compensation Committee attendance rate in 2017 222 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Steven Fivel Chairman of the Sustainable Development Committee Member of the Nomination and Compensation Committee Member of the Investment Committee 57 years old – BS degree in Accounting from Indiana University and J.D. from The John Marshall Law School of Chicago – American nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career Steven Fivel began his career as Deputy Attorney General at the Office of the Attorney General of the State of Indiana. In 1988 he handled shopping center finance transactions, real estate development and re-development transactions, joint ventures and corporate transactions as an attorney. In 1997, he joined BrightPoint and occupied the functions of Executive Vice President, General Counsel and Secretary. In March 2011 he joined Simon Property Group as Assistant General Counsel and Assistant Secretary where he is in charge of Development and Operations, the Legal Department, and Operations within the Tax Department. Steven Fivel was appointed General Counsel and Secretary of Simon Property Group Inc. on January 1, 2017. Number of Klépierre shares: 62 Current appointments as of December 31, 2017 Klépierre > Chairman of the Sustainable Development Committee > Member of the Nomination and Compensation Committee > Member of the Investment Committee Outside Klépierre None Appointments expired during the last five fiscal years Klépierre > Chairman of the Supervisory Board of Klémurs Outside Klépierre None Board attendance rate in 2017: 100% 100% Investment Committee attendance rate in 2017: 100% Sustainable Development Committee attendance rate in 2017: 100% Nomination and Compensation Committee attendance rate in 2017: KLÉPIERRE 2017 REGISTRATION DOCUMENT 223

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company Stanley Shashoua Member of the Investment Committee Member of the Audit Committee Member of the Sustainable Development Committee 47 years old – BA degree in International Relations from Brown University and MBA in Finance from The Wharton School – American nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career Stanley Shashoua is Investments Director at Simon Property Group Inc. Previously, he was Managing Partner with LionArc Capital LLC, a private investment fund, which has invested in and managed on real estate and private equity transactions for a total amount of over 500 million USD since 2007. Prior to joining LionArc Capital LLC, Stanley Shashoua was a Partner with HRO Asset Management LLC where he was in charge of the acquisition and management of properties on behalf of institutional clients (he managed transactions representing over USD 1 billion and comprising 278,700 sq.m). He also worked at Dresdner Kleinwort Wasserstein. Number of Klépierre shares: 60 Current appointments as of December 31, 2017 Klépierre > Member of the Investment Committee > Member of the Audit Committee > Member of the Sustainable Development Committee Outside Klépierre > Director: — Simon Canada Management Limited (Canada) — Mitsubishi Estate Simon Co. Ltd (Japan) — Shinsegae Simon Co. Inc. (South Korea) — Genting Simon Sdn Bhd (Malaysia) — Premier Outlets de Mexico, S. de RL de CV (Mexico) — CPGOM Partners de Mexico, S. de RL de CV (Mexico) — Outlet Services HoldCo Ltd (Jersey) > Managing Partner: — Outlet Site JV Sarl (Luxembourg) — HBS Global Properties LLC (USA) — Aero Opco LLC (USA) Appointments expired during the last five fiscal years None Board attendance rate in 2017 100% 100% Investment Committee attendance rate in 2017 100% Sustainable Development Committee attendance rate in 2017 67% Audit Committee attendance rate in 2017 224 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Catherine Simoni chairman of the Nomination and Compensation Committee Member of the Sustainable Development Committee 53 years old – Engineering degree from the University of Nice (France) – French nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career For 14 years, Catherine Simoni was Director France and Belgium of the European real estate fund of the Carlyle Group, which she left in December 2014. She was previously a Director at SARI Développement, the Development division of Nexity, where she was responsible for implementing business plans on several major French office developments, including leasing and sale of such developments. Prior to SARI Développement, Catherine Simoni was a Manager at Robert & Finestate, a subsidiary of J.E. Robert Company, where she worked on transactions in real estate and real estate-backed loan portfolios in France, Spain, Belgium and Italy. Number of Klépierre shares: 60 Current appointments as of December 31, 2017 Klépierre > Chairman of the Nomination and Compensation Committee > Member of the Sustainable Development Committee Outside Klépierre None Appointments expired during the last five fiscal years Klépierre None Outside Klépierre > Managing Director France – The Carlyle Group Board attendance rate in 2017 100% 100% Nomination and Compensation Committee attendance rate in 2017 67% Sustainable Development Committee attendance rate in 2017 KLÉPIERRE 2017 REGISTRATION DOCUMENT 225

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company Rose-Marie Van Lerberghe Vice Chairman of the Supervisory Board Member of the Audit Committee Member of the Nomination and Compensation Committee 71 years old – Graduate of ENA (École nationale d’administration), of Institut d’études politiques of Paris and of École normale supérieure, graduate teaching in philosophy and undergraduate degree in history – French nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career Rose-Marie Van Lerberghe began her career as an Inspector at IGAS (General Inspectorate, Social Affairs) and then became Assistant Director for the defense and promotion of jobs at the French Labor Ministry. In 1986 she joined the Danone Group, where she was Group Director of Human Resources. In 1996 she became Executive Director in charge of employment and professional training at the French Ministry of Labor and Solidarity. She then became Executive Director of APHP (Public Assistance – Hospitals of Paris). From 2006 to 2011 she was Chairman of the Executive Board of Korian. From January 2010 to January 2014 Rose-Marie Van Lerberghe was a member of Conseil supérieur de la magistrature (the French High Council of the Judiciary). She is currently a member of the Council of the Order of the Legion of Honor. Number of Klépierre shares: 100 Current appointments as of December 31, 2017 Klépierre > Vice Chairman of the Supervisory Board > Member of the Audit Committee > Member of the Nomination and Compensation Committee Outside Klépierre > Director: — Bouygues (listed company) — CNP Assurances (listed company) — Fondation Hôpital Saint-Joseph > Chairman of the Board of Directors: — Champs-Élysées Orchestra led by Philippe Herreweghe Appointments expired during the last five fiscal years Klépierre None Outside Klépierre > Chairman of the Board of Directors: — Fondation Institut Pasteur > Director: — Air France — Casino, Guichard-Perrachon Board attendance rate in 2017 89% 100% Nomination and Compensation Committee attendance rate in 2017 100% Audit Committee attendance rate in 2017 226 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Florence Von Erb Member of the Audit Committee 58 years old – Graduate of HEC Paris, specializing in finance – French nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career Florence Von Erb began her finance career working at JP Morgan’s Paris, London and New York offices specializing in international securities markets. She held positions in the firm’s Treasury Department, Merchant Bank division, Latin America Debt Restructuring Unit and Equity Derivatives Group. In 2000, she joined Adair Capital, a New York-based investment management firm, where she served as Managing Director. She switched her focus to the not-for-profit world in 2004 when she became President and United Nations Representative of Make Mothers Matter International. In 2006, she co-founded Sure We Can Inc. Since 2014, she has been a member of the United Nations NGO Social Development Committee, the Commission on the Status of Women and the UN Family Committee, as well as serving as an Independent Director of Ipsos SA. Number of Klépierre shares: 150 Current appointments as of December 31, 2017 Klépierre > Member of the Audit Committee Outside Klépierre > Member of the Board of Directors: — Ipsos (listed company) — Ipsos Foundation Appointments expired during the last five fiscal years Klépierre None Outside Klépierre > Chairman: — Make Mothers Matter International > Co-founder: — Sure We Can Inc. > Member of the Board of Directors: — Fourpoints Board attendance rate in 2017 100% 100% Audit Committee attendance rate in 2017 KLÉPIERRE 2017 REGISTRATION DOCUMENT 227

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company Diversity policy shareholders and the market that its duties are carried out with the The Board’s diversity policy takes into account: necessary independence and objectivity. The Supervisory Board therefore ensures, when reviewing its composition and proposals for > a balanced representation of independent and non-independent appointment or re-appointment submitted to the General Meeting, members; that its members are diverse in terms of qualifications, age, gender, nationality, length of time on the Board and professional experience. > varied and complementary skills as reflected by the skills matrix presented below; Taking into account the elements set out below and the diversity criteria examined, the Supervisory Board considers that its current > gender balance; composition is satisfactory and that its members are active and > a strong international profile. assiduous. Nevertheless, it remains attentive to the fact that all possible improvements that could be in the interest of the Company Balanced composition or its development must be considered. At the date of filing of the Company’s registration document, the Various complementary skills are represented Supervisory Board is composed of nine members, namely: on the Supervisory Board > three members appointed upon the proposal of Simon Property The Supervisory Board believes that the skills of the members of Group: David Simon (Chairman of the Supervisory Board), Steven the Board are varied and complementary, with some members of Fivel and Stanley Shashoua; the Board having strategic skills and others financial skills or more > one member appointed upon the proposal of APG: Jeroen Drost; specific skills (communication, financial, social and legal, knowledge of the real estate or commercial sector, management experience). > five independent members (listed below). The diverse and complementary experience and expertise of the The Supervisory Board regularly reflects on the desirable balance of its members of the Supervisory Board means that they quickly gain a composition and that of the special committees in order to guarantee detailed understanding of Klépierre’s development challenges and that the Board is able to reach high-quality decisions. The skills matrix of the various members of the Board as of December 31, 2017 is shown below. Human International Real estate Managerial resources and Name experience sector Finance Retail experience governance Digital David Simon X X X X X X John Carrafiell X X X X X Béatrice de Clermont-Tonnerre X X X Jeroen Drost X X X X Steven Fivel X X X X X Stanley Shashoua X X X X X Catherine Simoni X X X X Rose-Marie Van Lerberghe X X X Florence Von Erb X X X The diversity of the Board’s composition is one of the Board’s strengths, A strong international profile and the Board ensures that it composition remains balanced at each renewal. The 2016 assessment of the Supervisory Board revealed that the With regard to the operation of the corporate bodies, the Company Board was very satisfied with the diversity of its composition. It concluded, not only looks at the application of the AFEP-MEDEF Code, but also among other things, that its members had complementary professional seeks to reflect the international environment in which the Group backgrounds and multiple skills ranging from finance, real estate, retail or conducts its business. The Supervisory Board therefore consists digital to human resources and governance. of three different nationalities (US, Dutch and French) and has five foreign members (David Simon, Jeroen Drost, John Carrafiell, Steven Gender balance Fivel and Stanley Shashoua). The Supervisory Board is composed of nine members, four of Proud of its international composition, the Supervisory Board wished whom (i.e., 44.45%) are women, a ratio exceeding the minimum 40% to propose to the General Meeting called to approve the financial stipulated in the French Commercial Code and the guidelines of the statements for fiscal year 2017 the renewal of the terms of office, for a AFEP-MEDEF Code. period of three years, of David Simon, John Carrafiell and Steven Fivel, whose professional backgrounds are mainly geared to international business (please refer to the “Changes in the composition of the Supervisory Board during fiscal years 2017 and 2018” section below) and to appoint Robert Fowlds, a British national, to replace Jeroen Drost. 228 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 A Board with a majority of independent members Conclusions of the review concerning the criterion of business relations between Klépierre and the members Summary of the procedure for qualifying of the Supervisory Board as an independent member of the Supervisory Board The business relationship review consists of two steps. First, the The Supervisory Board has adopted in full the definition of Nomination and Compensation Committee and then the Supervisory independence contained in the AFEP-MEDEF Code to determine Board review whether there is a business relationship. If it is the member independence. case, and in order to assess whether this relationship is significant or not, qualitative criteria (context, history and organization of the The status as independent member of the Supervisory Board is reviewed relationship, respective powers of the parties) and quantitative criteria annually by the Nomination and Compensation Committee on the basis (materiality of the relationship for the parties) are applied. of an analysis of the responses of the Supervisory Board members to an individual independence questionnaire sent to them in advance. At the date of filing of the registration document, the reviews carried The findings of the Nomination and Compensation Committee’s review out revealed that none of the members of the Supervisory Board had are then communicated to the Supervisory Board, which then reviews any business relationship with Klépierre. the situation of each member of the Supervisory Board. The conclusions of the Supervisory Board’s review are presented each year to the shareholders in the registration document. Conclusions of the review of all the independence criteria Following the annual review of the independence of the members of the Supervisory Board conducted on February 6, 2018, the Supervisory Board concluded that the following five members of the Supervisory Board, i.e., 55.55%, are independent: Explanation Béatrice de Rose- of exception to John Clermont- Catherine Marie Van Florence length-of-term Criteria for independence Carrafiell Tonnerre Simoni Lerberghe Von Erb criterion Not having held a position as employee or corporate officer Yes Yes Yes Yes Yes in the previous five years Having no simultaneous appointments Yes Yes Yes Yes Yes Having no business relations Yes Yes Yes Yes Yes Having no close family ties with an executive Yes Yes Yes Yes Yes Not having held the position of Statutory Auditor Yes Yes Yes Yes Yes in the previous five years Following the recommendation made by the AMF, a table showing the list of the Supervisory Board members considered independent, as at the date of this registration document, with regard to the Supervisory Board’s evaluation and the AFEP-MEDEF Code is given below. Independence of elected Board members with regard to the Supervisory Board’s evaluation the AFEP-MEDEF Code David Simon No No John Carrafiell Yes Yes Béatrice de Clermont-Tonnerre Yes Yes Jeroen Drost No No Steven Fivel No No Stanley Shashoua No No Catherine Simoni Yes Yes Rose-Marie Van Lerberghe Yes Yes Florence Von Erb Yes Yes KLÉPIERRE 2017 REGISTRATION DOCUMENT 229

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company With regard to the composition of the special committees the > 50% for the Nomination and Compensation Committee (in which proportion of independent members is as follows: the Chairman has the casting vote); > 75% for the Audit Committee (including the Chairman); > 50% for the Sustainable Development Committee. Changes in the composition of the Supervisory Board during fiscal years 2017 and 2018 Changes occurred in 2017 Departures/appointments/renewals occurred during fiscal year 2017 David Simon – Chairman N/A John Carrafiell N/A Béatrice de Clermont-Tonnerre N/A Bertrand de Feydeau Appointment expired at the end of the General Meeting of Shareholders of April 18, 2017 Jeroen Drost N/A Steven Fivel N/A Stanley Shashoua Term of office renewed for a period of three years by the General Meeting of Shareholders of April 18, 2017 Catherine Simoni Term of office renewed for a period of three years by the General Meeting of Shareholders of April 18, 2017 Rose-Marie Van Lerberghe N/A Florence Von Erb Term of office renewed for a period of three years by the General Meeting of Shareholders of April 18, 2017 Appointment of members of the Supervisory Board David Simon, John Carrafiell and Steven Fivel wished to apply for re- expiring in 2018 appointment. Given their skills and their contribution to the work of the Supervisory Board, the Supervisory Board decided to propose to The following appointments expire at the end of the General Meeting the General Meeting of April 24, 2018 the renewal of the terms of office called to deliberate on April 24, 2018: of these three members for a period of three years. They are also > the term of office of David Simon, member and Chairman of the expected to continue to sit on the special committees of which they Supervisory Board since 2012, also Chairman of the Investment are currently members. Jeroen Drost made it known that he would not Committee; be applying for re-appointment. APG has nominated Robert Fowlds, whose biography will be provided in the notice of meeting brochure > the term of office of John Carrafiell, member of the Supervisory for the Company’s General Meeting on April 24, 2018. Board since 2014 and Chairman of the Audit Committee; The Supervisory Board will appoint the Chairman of the Supervisory > the term of office of Jeroen Drost, member of the Supervisory Board immediately at the close of the General Meeting called Board since 2014, and member of the Investment Committee and to approve the renewal and appointment of the aforementioned the Nomination and Compensation Committee; and members. > the term of office of Steven Fivel, member of the Supervisory Board since 2012, Chairman of the Sustainable Development Committee and member of the Nomination and Compensation Committee. The table below summarizes the changes planned in 2018 to the composition of the Supervisory Board: Date Departure Appointment Renewal 24 avril 2018 Jeroen Drost Robert Fowlds David Simon John Carrafiell Steven Fivel Subject to the approval by the General Meeting of April 24, 2018 of the renewals and the appointment mentioned above, the Supervisory Board will continue to be composed as follows: Composition after the 2018 General Meeting of Shareholders Percentage of independent members 55.56% Percentage of female members 44.45% Percentage of Supervisory Board members of foreign nationalities 55.56% Conflict of interest – Convictions for fraud No conflict of interest, even potential, has been brought to the attention of the Supervisory Board. Moreover, the analysis carried out by the The internal rules of the Supervisory Board of the Company state Supervisory Board in early 2017 led it to believe that none of the members that the members of the Board must inform the Supervisory Board of were in a situation of even potential conflict of interest and that none of its any conflict of interest, potential or otherwise, with the Company and members had direct or indirect business relations with Klépierre. abstain from voting on the corresponding deliberations. Each year, this obligation is supplemented with the submission of a questionnaire setting out multiple possible examples of conflicts of interest and inviting all the members of the Supervisory Board to declare any situations that might represent a conflict of interest, even potential, with respect to Klépierre. 230 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Members of the Executive Board must seek the opinion of the The related policies and procedures are set out in a Stock Market Supervisory Board before accepting a new appointment in a listed Compliance Charter which is updated on a regular basis by the company, it being specified that no individual member of the Executive Business Ethics Department of the Klépierre Group (and specifically Board may hold more than two offices in listed companies, including in relation to the entry into force of the new EU Market Abuse foreign companies, outside the Group. Regulation). At the date of the submission of this registration document and to the knowledge of the Company, there is no conflict of interest between 5.1.1.2 Operation of the Supervisory Board the duties toward Klépierre of any member of the Executive Board The Supervisory Board of the Company has internal rules that set or of the Supervisory Board and their private interests and/or other forth the rules for its meetings, its powers and the distribution of duties. Furthermore: directors’ fees among members. The internal rules of the Supervisory > there are no family ties between members of the Executive Board Board may be consulted at the Company’s website: www.klepierre.com. and/or members of the Supervisory Board; > none of the members of the Executive Board and/or members of Role of the Supervisory Board the Supervisory Board have been convicted for fraud in the last The Supervisory Board exercises permanent oversight over the five years; management of the Company by the Executive Board. > none of them have been subject to bankruptcy, receivership or At any time of the year, it may carry out any such audits and controls liquidation in the last five years; as it may deem appropriate, and may obtain any such documents as > no conviction and/or official public sanction has been recorded it may deem useful to carry out its duties. against any member of the Executive or Supervisory Boards; The Supervisory Board: > none of them have been prevented by a court from acting as a > appoints and dismisses the members of the Executive Board by a member of an administrative, executive or supervisory body of an two-thirds majority; it sets their compensation; issuing company or from managing or running the affairs of an issuing company in the last five years; > appoints and dismisses the Chairman of the Executive Board and, > none of them have been convicted of fraud during the past five possibly, appoints among the members of the Executive Board, years. one or more Managing Directors and terminates, as applicable, their term of office; Insider trading prevention/Stock market compliance > receives a report from the Executive Board on the corporate business each time it deems it necessary and at least once per The Board has taken note of the rules to be applied regarding quarter; the prevention of insider trading, in particular those issued under > audits and checks the parent company financial statements and, European Market Abuse Regulation 596/2014, which came into force where applicable, the consolidated financial statements, prepared on July 3, 2016, and the recommendations of the French Financial by the Executive Board and presented by the latter within three Markets Authority (AMF), particularly in relation to periods during months following the fiscal year-end, along with a written report on which transactions on Klépierre’s shares are prohibited. the Company’s position and its business during the past fiscal year; Supervisory Board and Executive Board members, individuals with > presents to the General Meeting called to vote on the parent close personal ties to executives and other management personnel, company financial statements and, where applicable, on the are all required under current regulations to disclose any transactions consolidated financial statements, its comments on the Executive they make involving securities issued by the Company, and are Board’s report as well as on the financial statements for the fiscal prohibited from conducting any personal transactions in Klépierre year; securities during the following periods: > for 15 calendar days before the publication of the quarterly > calls the General Meeting of Shareholders, if necessary, and information with respect to the first and third fiscal quarters; determines its agenda; > for 30 calendar days before the publication of the press release > decides the transfer of the registered office within the same with respect to the annual or half-year financial statements; department or a neighboring department, subject to ratification by the next Ordinary General Meeting of Shareholders; > during the period between the date on which Klépierre comes into > authorizes related-party agreements, in accordance with Article possession of an item of information which, if it were made public, L. 225-86 of the French Commercial Code; could have a material impact on the price of the securities and the date on which this information is made public. > authorizes the sale of buildings by nature as well as the full or Executives are also only authorized to carry out transactions on partial sale of interest and creation of guarantees on the corporate Klépierre’s shares on the day after the publication of the quarterly properties. The Supervisory Board may, up to an amount it sets or half-year information concerned and, with regard to the annual for each of them, authorize the Executive Board to carry out the financial statements, three days after their publication. transactions referred to above; when a transaction exceeds the amount so set, the authorization of the Supervisory Board is The above-mentioned ban on trading has been extended to include required in each case. all employees with ongoing access to insider information. Lastly, The Chairman of the Supervisory Board grants the Executive Board employees may be identified as occasional insiders and as such his/her prior consent to the appointment of persons called to exercise be temporarily covered by the same ban during periods in which the position of permanent representative of the Company at the Board transactions may influence Klépierre’s share price. of Directors or Supervisory Board of another French listed company, except as far as companies dependent upon the Klépierre Group are concerned. KLÉPIERRE 2017 REGISTRATION DOCUMENT 231

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company It may decide the creation of committees tasked with studying the except for resolutions involving the verification and control of the issues that itself or its Chairman submit to their review for comment. annual and consolidated financial statements, for which the physical The Supervisory Board draws up rules of procedure governing the presence of at least half the members is legally required. ways in which it exercises its powers and grants authorizations to its Executives may attend meetings of the Board in an advisory capacity, Chairman. These include limitations on the Executive Board’s powers at the initiative of the Chairman, but no internal provision of the by means of thresholds, for which advance authorization by the Company mandates the attendance of the members of the Executive Supervisory Board is required for certain important decisions, pursuant Board at meetings of the Supervisory Board. As a result, some meetings to Article 16 of the bylaws. To this end: are held without the members of the Executive Board in attendance. > the Supervisory Board gives to the Executive Board its prior This is always the case when their compensation or issues related consent on the proposed allocation of the profits or losses for the to the composition and operation of the Executive Board are being past fiscal year; discussed. > the following decisions of the Executive Board are subject to the Meetings of the Supervisory Board are held in English and French, prior authorization of the Supervisory Board: with, at the request of any member of the Supervisory Board, a simultaneous translation into French and English by an interpreter. — transactions likely to affect the strategy of the Company and its Decisions are made based on a majority of votes cast by members Group, and to modify their financial structure and their scope present or represented. If votes are evenly split, the Chairman of the of activity, meeting holds the casting vote. — the issuances of securities, of any nature whatsoever, likely to A register of attendance signed by the members of the Supervisory entail a modification in the share capital, Board attending the meeting, in their name or for the other members — the following transactions to the extent that they each exceed of the Supervisory Board that they represent, is kept at the head office. €8,000,000 or its equivalent in any other currencies: A Supervisory Board member may give proxy by letter to another – the direct or indirect acquisition or sale of any assets member of the Supervisory Board to represent him or her at a meeting (including buildings by nature or holdings), with the exception of the Board. No member of the Supervisory Board may, during the of all transactions between Klépierre Group entities, same meeting, hold more than one proxy thus received. Proxies given by letter, or, as the case may be, by fax, must be attached to the – in case of dispute, the signing of any agreements and register of attendance. settlements, and the acceptance of any arrangement. However, a copy or an extract of the minutes of deliberation The Supervisory Board alone has the authority to amend its internal will constitute sufficient proof of the number of members of rules. the Supervisory Board in office as well as their attendance or representation at a meeting of the Supervisory Board. Meetings of the Supervisory Board The members of the Supervisory Board, and any person attending The Supervisory Board meets as often as the interests of the Company the meetings of the Supervisory Board, are bound by confidentiality require, at least four times a year, either at the head office or in any obligations with regard to the deliberations of the Board with respect other location. It is convened by the Chairman and examines any item to information that is of a confidential nature or presented as such included in the agenda by the Chairman or by a simple majority of the by the Chairman. Supervisory Board. Meetings of the Supervisory Board without the Meetings may be called by the Secretary of the Board by letter, executive corporate officers in attendance telegram fax or verbally. However, the Chairman of the Supervisory Board must call Board The Supervisory Board regularly meets without the executive meetings on a date that is not more than 15 days later if at least one corporate officers in attendance. This is the case, for example, member of the Executive Board or at least one third of the members when they are resolving upon their performance or compensation. of the Supervisory Board present a reasoned request to that effect. Discussions and informal contact between the members of the If the request goes unaddressed, those who submitted it may call the Supervisory Board, not attended by the Executive Board members, meeting themselves and determine the agenda. also take place on an ad hoc basis during each fiscal year. In practice, the Chairman generally strives to leave a period of seven Assessment of the Supervisory Board days between the notice of meeting and the Supervisory Board The Board periodically assesses its composition, organization and meetings. The Chairman also strives to take into account the agenda procedures, as well as those of its committees. The Board provides an constraints of members of the Supervisory Board so as to ensure update once a year in this regard and a formal assessment is carried the attendance of the largest number of members at each meeting. out at least every three years. When a meeting is convened, a folder containing all of the supporting documentation for the agenda is provided to the Board members on The conclusions of these assessments are reported on in the a secure platform for electronic Board meeting management. This registration document, so that the shareholders are kept informed platform can be accessed via an internet browser or tablet application. each year of the content of the assessments and any follow-up (see For the Supervisory Board to deliberate validly, at least half of its the section entitled “Evaluation of the Supervisory Board” below). members must be present. Members of the Supervisory Board may take part in the Board’s resolutions by video link or by any other means of telecommunication that allows them to be identified and ensures that they can participate, 232 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Training of Supervisory Board members Chairman also ensured that the Board members had appropriate Each Supervisory Board member may receive, when appointed and training to enable them to carry out their duties. throughout his/her term of office, training on the specific aspects of The Chairman of the Board also took part in the Group’s strategic work, the Company, its activities and its business lines. Board members are in collaboration with the Executive Board. The Chairman was also also offered legal training to enable them to clearly identify the general called upon to provide his knowledge of the sector, experience and or specific rights and obligations incumbent upon them, including, in vision in the service of the Board. This results in regular consultation particular, those resulting from legal or regulatory texts, bylaws, rules with the Executive Board on strategic and/or sensitive issues, of procedure and any other legally binding text. particularly those relating to the Group’s orientation and organization, During the year, the members of the Supervisory Board are invited significant external growth projects, major financial transactions or the to participate, depending on their availability, in visits to one or Group’s financial information. Furthermore, if certain decisions require more property assets (selected from among the most characteristic prior authorization by the Board, the Chairman may be called upon to assets in the property portfolio), accompanied by an operational staff assist the Executive Board in its preparatory work on these various member, in order to better understand the Company’s business lines. projects. Board members also receive a press review containing updates on Lastly, in some circumstances, the Chairman may from time to time the Group’s news as well as the economic or legal developments likely be required to represent the Group in contacts with its tenants, major to impact it. The members also receive specialized documentation shareholders, stakeholders or partners. presenting the different industry developments specific to Klépierre’s Furthermore, in accordance with the bylaws, in the absence of environment. the Chairman of the Supervisory Board the Vice Chairman of the Audit Committee members also receive, on appointment and at their Supervisory Board chairs the meetings of the Supervisory Board and request, information on specific accounting, financial or operational the General Meetings. aspects of the Company. A virtual library of relevant publications on compensation and 5.1.1.3 Work of the Supervisory Board governance is made available to members of the Nomination and in fiscal year 2017 Compensation Committee and is updated regularly. Members thus The Board met nine times in fiscal year 2017, with an average have easy access to reports and news from the French Financial attendance rate higher than 94%. The attendance rate by Supervisory Markets Authority (AMF), AFEP (the French large companies Board member is presented in the table below: association) and MEDEF (the French employers’ association), the High Committee for Corporate Governance, and the OECD, as well Individual attendance rate at as the voting policies of the main proxies and investors, benchmarks, Supervisory Board meetings and various studies by experts and specialists. David Simon, Chairman of the Board 100% Furthermore, a program primarily aimed at new Supervisory Board Bertrand de Feydeau 100%* members (it is being specified that this program is obviously open to John Carrafiell 89% other members of the Board, if they wish to participate) is deployed Béatrice de Clermont-Tonnerre 89% when they take office, with the purpose of meeting the following Jeroen Drost 78% objectives: Steven Fivel 100% > facilitate their acquisition of knowledge about the Group’s data; Stanley Shashoua 100% Catherine Simoni 100% > know the Group’s specific business lines (such as development, Rose-Marie Van Lerberghe 89% construction, leasing or marketing, etc.); Florence Von Erb 100% > know the Group’s organization; * Percentage calculated on the basis of the number of meetings until the position was terminated (at the end of the General Meeting of April 18, 2017). > facilitate access to useful information for the smooth exercise of their term of office. The main points debated during these meetings were: This program primarily entails exchanges with different operational > the Group’s activities and finances: staff. In this context, meetings are organized with a select number of Group executives: members of the Executive Board, the Investment — the parent company and consolidated financial statements as Director, the Deputy CFO, the Development Director, the CEO of December 31, 2016, of France and Belgium Shopping Centers; the Legal and Human — the June 30, 2017 interim consolidated financial statements, Resources Director, one or several country Directors. The new Board members are also given Diligent Board Books — the appropriation of profit proposed at the General Meeting training to allow them to familiarize themselves with the Board’s case of April 18, 2017, monitoring tool. — the management documents used for budgeting and forecasting purposes, Role of the Chairman of the Supervisory Board — the Executive Board’s quarterly business review, In addition to the duties assigned to him/her by law, the Chairman of — the update of the 2017 budget, the Board oversees the proper operation of the Board. In particular, the Chairman of the Board ensures that there is a culture of openness — the adoption of the 2018 budget, and transparency within the Board, so that its discussions are clear — monitoring of the ongoing acquisition, disposal and development and well-informed. Specifically, in 2017, as in previous fiscal years, the projects, Chairman of the Board ensured that the Board members received adequate information before each Board meeting so that the — review of the Group’s financial position (revalued net assets, discussions and resolutions were effective. Where necessary, the debt); KLÉPIERRE 2017 REGISTRATION DOCUMENT 233

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company > authorizations granted to the Executive Board: The Board also noted that the presence of recently appointed — the authorization granted annually to the Executive Board to members enabled the Board to benefit from the new perspectives issue guarantees and endorsements, contributed by these members. — authorizations for investments and/or developments in France As the Board had requested, strategic reports were regularly and abroad, presented to it, specifically focusing on different geographical areas. — authorizations for divestments in France and abroad, Klépierre’s activities in the previous period were systematically reviewed at each Board meeting, as well as its financial policy, and — related-party agreement authorizations, the members particularly welcomed the fact that the presentations — authorizations regarding financing; were made from a strategic point of view. > corporate governance: Several informal meetings have also been held between the Executive Board and certain Board members, at their request, on technical or — proposal for re-appointment of members of the Supervisory one-off matters requiring more detailed explanations, enabling these Board, members to improve their understanding of the Group’s activities. Generally speaking, regular communication and exchange was — membership of the Board and special committees, established between the Board members and Executive Board — update on the procedures of the Board and the special members in order to perfect the information provided to Board committees, members about the Group and its activities. — situation and compensation of the Executive Board members, Regarding the effective contribution of each member to the work of total amount of directors’ fees; the Board, the Board noted that the discussions were of high quality and took place in the framework of an open, calm dialog that allowed > preparation for the 2017 Annual General Meeting of Shareholders; each member to express his/her point of view. > the 2017 bonus share allocation plan; The Board particularly noted the significant contribution of the > a review of policy on equality in terms of career advancement and Chairman to Board proceedings, in terms of his involvement, regular pay for all employees and between men and women; attendance of meetings, expertise and skills in the sector. In particular, the operation of the Board’s committees was appreciated, and it was > various presentations of Group strategy by geographical area. believed that they had played their full part by facilitating the decision- At Board meetings, the Committee Chairmen present the analysis and making process within the Board, through their preparatory work and provide the recommendations from the Committees on topics that fall the quality of the reports. The assiduousness of the Supervisory within their remit. Board’s members was also stressed. The Supervisory Board again asked for a regular presentation of the Evaluation of the Supervisory Board Group’s activity by geographical area by the operational managers of each area. It also asked for certain information sent to the committees to As previously mentioned, each year, the Board discusses its be provided to it (in particular, the benchmarking carried out by external operation and conducts a formal evaluation of its operation and advisors concerning the compensation of the corporate officers). those of its special committees. As required by the AFEP-MEDEF Code, this involves checking that the agenda for the Board’s work covers the scope of its duties, that important questions are 5.1.2 Special Committees prepared and discussed in a satisfactory manner, and evaluating the In order to carry out its tasks, the Supervisory Board has set up actual contribution of each member to the Board’s work and their special committees, whose reports are sent to the Supervisory Board involvement in deliberations. before its meetings. Similarly, the presence of recently appointed In this regard, Klépierre’s Supervisory Board was formally assessed for members is likely to allow the Board to benefit from the new insight the two consecutive fiscal years of 2015 and 2016, enabling feedback provided by the latter. Within its area of expertise, each Committee from the most recently appointed Board members to be analyzed. issues proposals, recommendations and opinions, where required, and These formal assessments were conducted through a questionnaire reports on its duties to the Supervisory Board. sent to the members of the Supervisory Board. This questionnaire The Committees are: included 25 questions with a scoring scale and also invited the > the Investment Committee; members to write qualitative comments on different topics. Members were also asked to express an opinion on the composition of the > the Audit Committee; Board and Committees, the number of meetings of these bodies, the preparation and holding of meetings, the role and performance > the Nomination and Compensation Committee; of their tasks by Special Committees, and generally, the quality and > the Sustainable Development Committee. effectiveness of debates. For fiscal year 2016, the evaluation showed that the members of the Supervisory Board had expressed overall satisfaction concerning the operation of the Board and that of its Committees. The Board members noted that the points for improvement mentioned for fiscal year 2015 (the time taken to send documents to Board members and the time spent on strategic subjects or matters related to Group activities) had been taken into account. In particular, the Board was very satisfied with the diversity of its composition. It believed that its members had complementary profiles and multiple skills spanning finance, real estate, retail, digital, human resources and governance. 234 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 5.1.2.1 Investment Committee — Germany (Cologne) – Disposal of Roncalli, Composition of the Investment Committee — Spain (Valencia) – Disposal of Gran Turia, — The Netherlands (Utrecht) – Disposal of the Hoog Catharijne This Committee has at least three and no more than six members hotel, chosen by the Supervisory Board from among its members. — Discussions of potential divestments; The table below shows the composition of the Committee as of the > Investments: filing date of this registration document as well as the changes with respect to composition that occurred during the fiscal year: — Spain (Murcia) – Acquisition of the Nueva Condomina Name Changes that occurred during the fiscal year shopping center, David Simon, Chairman N/A — Spain – Acquisition of the 5% equity investment held by ADIF in Principe Pio Gestion S.A., Bertrand de Feydeau Term of office expired at the end of the General Meeting of April 18, 2017 — Discussions of potential investments; Jeroen Drost > Development/redevelopment: Steven Fivel N/A Stanley Shashoua — France (Montpellier) – Odysseum, Operation of the Investment Committee — France (Grenoble) – Grand’Place, The Committee meets at least twice a year on the understanding — France – Créteil Soleil, that the calendar of its meetings is set by the Board. However, the — Discussions of potential developments/redevelopments. Committee may meet at the request of at least two of its members. The members of the Committee may participate in Committee 5.1.2.2 Audit Committee meetings by videoconference or by any other means of telecommunication which allows their identification and guarantees Composition of the Audit Committee their actual attendance. For it to be able to deliberate validly, at least half of the Committee’s This Committee has at least three and no more than six members members must be present. One Committee member cannot be chosen by the Supervisory Board from among its members. represented by another. The table below shows the composition of the Committee as of the Meetings of the Committee are held in English and French, with, at the filing date of this registration document as well as the changes with request of any member of the Committee, a simultaneous translation respect to composition that occurred during the fiscal year: into French and English by an interpreter. Name Changes that occurred during the fiscal year Work of the Investment Committee John Carrafiell, Chairman Stanley Shashoua N/A Duties Rose-Marie Van The role of this Committee is to consider potential investments and Lerberghe disposals proposed to it before they are formally authorized by the Florence Von Erb Supervisory Board. To this end, it reviews the real estate, commercial, The proportion of independent members was 75%, including the legal and financial aspects of the transactions. In particular, it ensures Chairman. that these transactions are consistent with the strategy and satisfy the In accordance with the report of the Working Group of the French investment criteria of the Klépierre Group. Before issuing a favorable Financial Markets Authority (AMF) on the Audit Committee, the opinion, the Investment Committee may, if needed, ask for additional Supervisory Board has determined the criteria to be taken into information about or recommend changes in some or all of the real account to determine whether a person has a particular skill in estate, commercial, legal or financial aspects. financial and/or accounting matters, particularly with regard to listed Work of the Investment Committee in 2017 companies. To this end, the Board takes into account a person’s professional experience and/or academic training. In 2017, the Investment Committee met seven times, with an average In light of their professional experience in particular, all members of attendance rate of 97%. the Audit Committee are considered by the Board to have particular The main matters addressed related to: competence in financial matters. > Divestments: Operation of the Audit Committee — France (Strasbourg) – Disposal of La Vigie, The Committee meets at least twice a year on the understanding — France – Disposal of 16 Buffalo Grill restaurants, that the calendar of its meetings is set by the Board. However, the Committee may meet at the request of at least two of its members. — France (Valence) – Disposal of Victor Hugo, The members of the Committee may participate in Committee — France (Hérouville-Saint-Clair) – Disposal of a real estate meetings by videoconference or by any other means of complex, telecommunication which allows their identification and guarantees their actual attendance. For it to be able to deliberate validly, at least half of the Committee’s members must be present. One Committee member cannot be represented by another. KLÉPIERRE 2017 REGISTRATION DOCUMENT 235

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company Meetings of the Committee are held in English and French, with, at the • their recommendations and the follow-up work carried out, request of any member of the Committee, a simultaneous translation – by reviewing how the regulatory internal control obligations into French and English by an interpreter. apply; Work of the Audit Committee > reporting to the Supervisory Board on (i) the conduct of its engagements (ii) the results of the statutory audit engagement, Duties how this engagement contributed to the integrity of the financial information and its role in the process; The Committee is tasked by the Supervisory Board with: > immediately informing the Supervisory Board of any difficulties > reviewing and assessing the financial documents issued by the encountered. Company and with monitoring the process of preparing financial The following people attend the Committee meetings: the Chairman of information and, where appropriate, issuing recommendations to the Executive Board, the members of the Executive Board (including safeguard its integrity; the Chief Financial Officer), representatives of the Statutory Auditors. > monitoring the effectiveness of: The Deputy Chief Financial Officer, the Head of Accounting and the > the Company’s external audit: Director of Internal Control also attend the meetings. – by issuing a recommendation to the Supervisory Board on the The Audit Committee may also, in accordance with its internal rules, Statutory Auditors proposed for appointment at Klépierre’s hear any person it wishes, including all external experts, ask the Annual General Meeting in accordance with the applicable Executive Board to conduct any hearing and give it any information regulations, that it requests. – by monitoring the performance by the Statutory Auditors Work of the Audit Committee in 2017 of their engagement, in the light of any observations and The Audit Committee met three times in fiscal year 2017, with an conclusions stated by the Haut Conseil du Commissariat attendance rate of 100%. Its work focused mainly on: aux Comptes (French regulatory body for Statutory Auditors) following the controls conducted in accordance with the law, > reviewing the annual and interim parent company and consolidated and by reviewing with the Statutory Auditors every year: financial statements, reviewing material subsequent events and their • their work programs, impact and reviewing off-balance sheet commitments and risks; • the conclusions they drew on the basis of their work, > reviewing the annual and interim parent company and consolidated financial statements, reviewing material subsequent events and their • their recommendations and the follow-up work carried out, impact and reviewing off-balance sheet commitments and risks; – by making sure that the Statutory Auditors satisfy the > analyzing accounting changes in the context of first-time independence requirements applicable to them, application of the fair value method; – by taking the requisite measures pursuant to Article 4-3 > monitoring key indicators; of Regulation (EU) 537/2014 and by ensuring that the > monitoring financial ratios; requirements of Article 6 of said regulation are met. To this end, the Audit Committee will discuss with the Statutory > monitoring expertise and expert methodology; Auditors the evidence supporting their compliance with the requirements in terms of the length of appointments, > conducting a tax review of the Group; prohibited services and caps on fees, > reviewing the accounting treatment of the share buyback program; – by approving the provision to the Group, either in France or > allocating goodwill from the Corio acquisition; elsewhere, by the Statutory Auditors or members of their network, of non-statutory audit services as provided for in the > the impact of the new IFRS 9 and 15; applicable internal procedure, and in particular after analyzing > reviewing capital gains on disposals; the threats to the independence of the Statutory Auditors and the safeguards applied by them, > the engagements of the Statutory Auditors and the fee budget – by taking receipt of the supplemental report to the Statutory proposed for fiscal year 2018; Auditors’ audit report and by discussing with them the issues > reviewing the audit conclusions issued by the Statutory Auditors, raised in this report; their budget for 2017 and their declaration of independence; > Klépierre’s internal control and risk management systems, > reviewing 2017 actions by internal control (risk management, and internal audit function concerning procedures for the internal audit, and ethics) and approval of its 2018 action plan; preparation and processing of accounting and financial > reviewing the Sapin 2 Law. information: – by evaluating internal control, risk management and internal audit systems with Klépierre’s internal control managers, – by reviewing with them: • the work programs and plans of action in relation to internal controls, • the conclusions drawn on the basis of the work performed and actions taken, 236 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 5.1.2.3 The Nomination and Compensation > the composition of the special committees; Committee > the evaluation of the Supervisory Board’s operation; Composition of the Nomination and Compensation > directors’ fees; Committee > the succession plan of the executive corporate officers (review, monitoring); This Committee has at least two and no more than five members chosen by the Board from among its members. > the situation of the Executive Board members and determination of their compensation (and, particularly, clarification of the financial The table below shows the composition of the Committee as of the consequences of the likely termination of the employment contract filing date of this registration document as well as the changes with of Jean-Michel Gault when his term of office as an Executive Board respect to composition that occurred during the fiscal year: member ceases, and changes to his employment contract); Name Changes that occurred during the fiscal year > defining the compensation policy; Bertrand de Feydeau, Term of office expired at the end > the review of a 2017 bonus share allocation plan; Chairman of the General Meeting of April 18, 2017 Catherine Simoni, Catherine Simoni was appointed Chairman > changing the performance conditions applicable to the bonus Chairman of the Nomination and Compensation Committee shares allocated after 2017; on April 18, 2017 > establishing a comprehensive schedule of work to be completed Jeroen Drost in 2018. Steven Fivel N/A Rose-Marie Van As part of its work related to the composition of the Supervisory Board Lerberghe and special committees, the Committee takes account of diversity, independence, skills, equal gender representation, age and years The proportion of independent members is 50%, including the of service on the Board criteria prior to proposing to the Board the Chairman, who has the casting vote in the event of a tied vote. renewals of terms of members or the appointments of new members to the Board or its committees. Operation of the Nomination and Compensation Committee 5.1.2.4 The Sustainable Development Committee The Committee meets at least once a year on the understanding that the calendar of its meetings is set by the Board. However, the Composition of the Sustainable Development Committee may meet at the request of at least two of its members. Committee The members of the Committee may participate in Committee This Committee has at least two and no more than four members meetings by videoconference or by any other means of chosen by the Board from among its members. telecommunication which allows their identification and guarantees their actual attendance. The table below shows the composition of the Committee as of the filing date of this registration document as well as the changes with For it to be able to deliberate validly, at least half of the Committee’s respect to composition that occurred during the fiscal year: members must be present. One Committee member cannot be represented by another. Name Changes that occurred during the fiscal year Meetings of the Committee are held in English and French, with, at the Steven Fivel, Chairman request of any member of the Committee, a simultaneous translation Béatrice de into French and English by an interpreter. Clermont-Tonnerre N/A Stanley Shashoua Work of the Nomination and Compensation Committee Catherine Simoni Duties The proportion of independent members is 50%. This Committee is tasked by the Supervisory Board to prepare Operation of the Sustainable Development Committee recommendations for the Board concerning the nomination and compensation of Executive Board and Supervisory Board members The Committee meets at least twice a year on the understanding and the compensation policy of the Chairman and Vice Chairman that the calendar of its meetings is set by the Board. However, the of the Supervisory Board and the members of the Executive Board Committee may meet at the request of at least two of its members. (including grants of performance shares or stock subscription or The members of the Committee may participate in Committee purchase options). meetings by videoconference or by any other means of telecommunication which allows their identification and guarantees Work of the Nomination and Compensation their actual attendance. Committee in 2017 For it to be able to deliberate validly, at least half of the Committee’s It met six times during fiscal year 2017, with an average attendance members must be present. One Committee member cannot be rate of 100%. represented by another. Its work focused mainly on: Meetings of the Committee are held in English and French, with, at the > the governance of the Supervisory Board; request of any member of the Committee, a simultaneous translation into French and English by an interpreter. > the renewal of the terms of office of some members of the Supervisory Board; KLÉPIERRE 2017 REGISTRATION DOCUMENT 237

CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company Work of the Sustainable Development Committee Work of the Sustainable Development Committee in 2017 Duties It met three times during fiscal year 2017, with an average attendance rate of 100%. This Committee is tasked by the Board with: Its work focused mainly on: > cataloging the principal categories of risk to which Klépierre’s > the Group’s environmental, social and societal performance; business is exposed; > the presentation of digital initiatives; > monitoring the plan of action created to contend with these; > the Group’s strategy in relation to security in the shopping centers; > reviewing the Klépierre Group’s contribution to sustainable development. > the results of the main indicators and non-financial rating agencies; > defining a new CSR strategy. 5.1.3 Executive Board 5.1.3.1 Composition of the Executive Board As of the filing date of this registration document, the Executive Board consists of two members: > Jean-Marc Jestin, Chairman of the Executive Board; and > Jean-Michel Gault, member of the Executive Board and Deputy CEO of Klépierre. Biographies of Executive Board members(1) Jean-Marc Jestin Chairman of the Executive Board 49 years old – A graduate of HEC – French nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career Jean-Marc Jestin has been Chairman of the Klépierre Executive Board since November 7, 2016, after serving as Chief Operating Officer and member of the Klépierre Executive Board since October 18, 2012. Previously, Jean-Marc Jestin held a number of positions in real estate companies. He was Chief Financial Officer and then Chief Operating Officer of the pan-European platform Simon Ivanhoe from 1999 to 2007. He then joined the Unibail-Rodamco International teams, acting as Deputy Chief Investment Officer in charge of acquisitions, sales and M&A transactions. Jean-Marc Jestin started his career in 1991 at Arthur Andersen in an audit role where he contributed to the development of the Real Estate Practice. > Date of first appointment as member of the Executive Board: October 18, 2012 > Date of first appointment as Chairman of the Executive Board: November 7, 2016 > Start and end dates of appointment: June 22, 2016 – June 21, 2019 Number of Klépierre shares: 63,627 Current appointments as of December 31, 2017 Klépierre Appointments in several subsidiaries* Outside Klépierre None Appointments expired during the last five fiscal years None * No compensation in the form of directors’ fees or other is paid or due under the appointments exercised at the level of the Group’s subsidiaries. (1) In accordance with EC Regulation 809/2004 of April 29, 2004, this section does not include Klépierre subsidiary companies in which the corporate officers are also, or have been in the previous five years, a member of a governing, management or supervisory body. 238 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 Jean-Michel Gault Member of the Executive Board 57 years old – A graduate of École supérieure de commerce de Bordeaux – French nationality Business address 26, boulevard des Capucines – 75009 Paris (France) Career Jean-Michel Gault has served as Deputy CEO of Klépierre since January 1, 2009. He has been a member of the Executive Board since June 1, 2005. Jean-Michel Gault joined Klépierre in 1998 as Chief Financial Officer, after a 10-year career in the Paribas Group. In 2009, his role was expanded to include the Office Property division. In this role, he supervised Klépierre’s merger with Compagnie Foncière for which he was acting as Chief Financial Officer within the Real Estate Investment division of Paribas. Previously, he was Head of Financial Services and then appointed Chief Financial Officer at Cogedim, a Paribas subsidiary at that time. Jean-Michel Gault began his career with GTM International (Vinci Group) as a financial controller. > Date of first appointment: June 1, 2005 > Start and end dates of appointment: June 22, 2016 – June 21, 2019 Number of Klépierre shares: 43,905 Current appointments as of December 31, 2017 Klépierre Appointments in several subsidiaries* Outside Klépierre None Appointments expired during the last five fiscal years None * No compensation in the form of directors’ fees or other is paid or due under the appointments exercised at the level of the Group’s subsidiaries. 5.1.3.2 Operation of the Executive Board 5.1.4 Management bodies The Executive Board is appointed by the Supervisory Board for The Executive Board is backed by a Corporate Management three years. The members of the Executive Board may be removed, Team which meets every two weeks to prepare the decisions of in accordance with the law and the Company’s bylaws, by the the Executive Board in the field of operations, finance, information Supervisory Board or by the General Meeting of Shareholders. systems, legal, human resources and more generally, any other The Supervisory Board elects one of the Executive Board members as corporate subject. its Chairman. The Chairman carries out his or her duties throughout The Corporate Management Team comprises the following members: his or her term as a member of the Executive Board. The Chairman of the Executive Board represents the Company in its relations with > the Executive Board; third parties. > the Director of Human Resources and of the Legal Department; The Executive Board meets as often as the Company’s interests > the Chief Operating Officer; require. These meetings are held at the head office or at any other venue as indicated in the notice of meeting. > the Deputy Chief Financial Officer; At least half of the Executive Board members must be present for > the Chief Development Officer; proceedings to be considered valid. Decisions are adopted by the > the Chief Investment Officer; majority of votes of members present and represented. The Executive Board is vested with the most extensive powers to act on the > the Chief Communications Officer; Company’s behalf in all circumstances. It exercises these powers > the Group Head of Leasing; within the limits of the corporate purpose, subject, however, to those expressly attributed by law and the bylaws to the Supervisory Board > the Group Head of Marketing; or General Meetings of Shareholders. > the Group Head of Design, Architecture & Mall Conception; Under the control of the Supervisory Board, it must, in particular: > the France CEO. > present the Supervisory Board with a report on the Company’s business at least once every quarter; Furthermore, in order to strengthen the collaborative participation of the different countries in the Group, the Executive Board also > present the Supervisory Board with the annual financial relies on a Group Management Team comprising all members of statements, and where applicable, the consolidated financial the Corporate Management Team as well as all country managers. statements for audit and control, within three months of each The Group Management Team meets once every quarter to receive reporting date; from the Executive Board the Group’s guidelines in the field of strategy > communicate the management documents used for budgeting and and innovation and to a) share information about the operational forecasting purposes as well as an analysis report, within eight performance of the countries and progress made on development days of their completion and within four months of the start of the projects, b) discuss the organization projects, procedures and tools, reporting period at the latest. and c) share best practices and innovations. KLÉPIERRE 2017 REGISTRATION DOCUMENT 239

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers 5.2 Compensation and benefits of executive corporate officers 5.2.1 Compensation of Supervisory Board The fiscal year 2018 utilization of the annual total of €700,000 is members expected not to exceed €688,000 maximum, taking into account the nine-member size of the Supervisory Board at the end of the General Meeting of April 18, 2017: 5.2.1.1 Compensation policy for Supervisory > €132,000 to be distributed among the relevant Board members Board members for service as Chairman of the Supervisory Board, Vice Chairman This section is subject to the approval of the Ordinary General of the Supervisory Board, Chairman of the Audit Committee, Meeting of April 24, 2018. Such approval is sought in the context of Chairman of the Investment Committee, Chairman of the specific resolutions (resolution 12 in the case of the compensation Nomination and Compensation Committee or Chairman of the policy for members of the Supervisory Board). Sustainable Development Committee, i.e., €22,000, for the fixed portion, per office as Chairman or Vice Chairman; The remuneration of members of the Supervisory Board consists only > €332,000, to be distributed among the Board members for service of directors’ fees paid by Klépierre, the maximum amount of which as Supervisory Board members, of which: is voted on by the General Meeting and the distribution of which is decided upon by the Supervisory Board. — €108,000, for the fixed portion, distributed among the Board In compliance with the AFEP-MEDEF Code, the distribution rules for members, directors’ fees include a fixed portion and a variable portion, which — €224,000, for the variable portion, based on the actual is the major portion, calculated based on actual attendance at the attendance of members at Board meetings; meetings. > €224,000, to be distributed among the relevant Board members for In accordance with Article 17, paragraph 1 of the Company’s bylaws, service as members of one or more Committees, for the variable the General Meeting sets the total amount of the directors’ fees portion, based on the actual attendance of members at meetings allocated to the Supervisory Board members for their work during of the Committees to which they were appointed. the fiscal year. This total amount set by the Ordinary and Extraordinary General Meeting of April 19, 2016 was €700,000. This amount will 5.2.1.2 Compensation of Supervisory be maintained for subsequent fiscal years until a General Meeting’s Board members decision to the contrary. Directors’ fee payments are made annually and occur after The total amount of directors’ fees for fiscal year 2017 was €688,000 determining the variable portion due to each Supervisory Board (including €448,000 for the variable portion). member. In accordance with the compensation policy for Supervisory Board Supervisory Board members can also be reimbursed for all reasonable members described above, the total amount of directors’ fees paid costs and expenses arising from the exercise of their duties, subject for fiscal year 2017 was €665,989. to providing the supporting documentation required. 240 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 The compensation of Supervisory Board members was structured as shown in the table below: 3 TABLE 3 – DIRECTORS’ FEES AND OTHER COMPENSATION RECEIVED BY NON-EXECUTIVE CORPORATE OFFICERS Gross amounts paid in 2016 Gross amounts paid in 2017 Gross amounts paid in 2018 (for 2015) (for 2016) (for 2017) Other Other Other In € Directors’ fees compensation Directors’ fees compensation Directors’ fees compensation David Simon 58,614 – 75,071 – 100,161 – (a) 52,089 – – – – – Dominique Aubernon John Carrafiell 22,717 – 46,972 – 63,868 – (b) Béatrice de Clermont-Tonnerre – – 21,503 – 41,868 – Bertrand de Feydeau 49,923 – 90,849 – 28,661 – Jeroen Drost 24,295 – 45,786 – 65,393 – Steven Fivel 56,233 – 78,643 – 104,343 – (c) 42,036 – 15,991 – – – Bertrand Jacquillat (d) François Kayat 11,169 – – – – – Stanley Shashoua 25,332 – 45,786 – 70,706 – Catherine Simoni 23,050 – 31,279 – 71,651 – (e) 333 – – – – – Philippe Thel Rose-Marie Van Lerberghe 33,346 – 50,564 – 74,813 – (f) Florence Von Erb – – 27,383 – 44,525 – TOTAL 399,137 – 529,827 – 665,989 – (a) Resignation with effect from December 11, 2015. (b) Appointment with effect from April 19, 2016 – no directors’ fees for fiscal year 2015. (c) End of term: April 19, 2016. (d) End of term: April 14, 2015. (e) Resignation with effect from January 15, 2015. (f) Co-optation on February 17, 2016 – ratification by the Klépierre Shareholders’ General Meeting of April 19, 2016 – no directors’ fees for fiscal year 2015. 5.2.2 Compensation of Executive Board > determine the amount of short-term variable compensation on the members basis of performance criteria established at the beginning of the previous year; In accordance with paragraph 24.1 of the AFEP-MEDEF Code, the > establish the performance criteria and the calculation method for compensation policy and all compensation and benefits allocated to variable compensation for the coming year; each executive corporate officer are determined by the Supervisory Board, acting on the recommendation of the Nomination and > determine the amount granted for long-term incentives and the Compensation Committee. attached performance criteria. To do so, the Nomination and Compensation Committee and then The Supervisory Board then determines its compensation policy, the Supervisory Board take into account all of the various elements on the recommendation of the Nomination and Compensation that comprise it and the balance between these elements by using Committee, taking into account the principles of the AFEP-MEDEF transparent and intelligible principles. Code: exhaustiveness, balance between the components of the compensation, comparability, consistency, clear rules and moderation. The Company fully complies with the AFEP-MEDEF Code guidelines on compensation. The Supervisory Board also takes into account whether Executive Board members are entitled to severance pay when establishing its 5.2.2.1 Compensation policy for Executive Board compensation policy for Executive Board members. members In addition, throughout the year the Nomination and Compensation Committee regularly monitors the different performance criteria set for This section is subject to the approval of the Ordinary General establishing variable compensation and long-term incentive. Meeting of April 24, 2018. Such approval is sought in the context of The Supervisory Board, on the recommendation of the Nomination resolutions specific to each Executive Board member (resolution 13 and Compensation Committee, also endeavors to ensure that the in the case of the Chairman of the Executive Board and resolution 14 compensation of Executive Board members respects the criteria in the case of Executive Board members). stated below. Principles and criteria in determining the compensation of Executive Board members At the start of each year, the Nomination and Compensation Committee performs a general review of the different components of the compensation in order to: > analyze the level of relevance of annual fixed compensation, taking into account events that affect the Company and other compensation components; KLÉPIERRE 2017 REGISTRATION DOCUMENT 241

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Summary Indicative timeline showing the steps required in determining the compensation of Executive Board members Schedule Post General Meeting for one From June of year Y-1 of the shareholders year to February of year Y From February of year Y April of year Y of year Y Leader Nomination and Supervisory Board Executive Board General Meeting Nomination and body Compensation Committee of shareholders Compensation Committee Work Discussion of the Supervisory Board With respect of the Submission to the Report on the General completed compensation of each decisions concerning long-term incentive General Meeting of the Meeting of year Y member of the Executive the compensation of of the year, effective compensation elements (including analysis of Board, in particular: each Executive Board allocation to the paid to each Executive the meaning of the 1) G eneral structure: member (including members of the Board member for year vote on the say on pay review and assessment in particular the fixed Executive Board, Y-1 (as part of the resolutions, analysis of the relevance of the annual compensation, based on the allocation non-binding say on pay) of comments from general structure of the annual variable decided by the Submission to the investors and proxy compensation compensation and the Supervisory Board shareholders’ vote of advisors) 2) Fix ed annual long-term incentive), the compensation policy compensation: analysis on the basis of applied by Klépierre for of the fixed annual recommendations year Y compensation level by the Nomination Submission to the 3) Annual v ariable and Compensation shareholders’ vote of other compensation: Committee compensation elements — determination of Observation of (for example, authorization the amount of performance levels to issue long-term short-term variable attained for the incentive such as stock compensation due long-term incentive options or performance for year Y-1 on the reaching maturity shares, or likewise to basis of performance a vote under the rules criteria established applicable to related-party at the beginning of agreements) year Y-1 — determination of the applicable performance criteria and the short-term variable compensation for year Y 4) L ong-term incentive: — setting the total amount that may be allocated to Executive Board members — determination of the performance criteria to be applied to the current share allocation plan for year Y 5) Benefits in kind 6) Analy sis of applicable governance regulations and changes regarding this matter (for example, numerous analyses carried out as part of the introduction, by the Sapin II Law, of the say on pay relating to the compensation policy applied by Klépierre) Goals Retain the talent sought Define a close link between performance and compensation Arrive at a compensation structure that all stakeholders consider balanced and satisfactory Promote long-term growth and commitment of Group employees, while ensuring a convergence of interests for the shareholders and employees Means Use of specialized, independent, and prominent experts mobilized Study of different panels (for which the Committee regularly ensures relevance) Meeting with investors and the proxy advisors Legal Department Human Resources Department Unifying Exhaustiveness, balance between the compensation elements, comparability, consistency, clear rules and moderation principles 242 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 Compensation must attract and retain people The performance criteria used to determine the compensation of with the best skills corporate officers are financial, operational and non-financial. Certain criteria are shared by Executive Board members because they reflect Adequate compensation, both fixed and variable, is essential to attract, the Company’s performance under the leadership of those executives. retain and motivate the best talent and thus guarantee the growth Other criteria are specific to each Executive Board member, which are of the Company. The compensation offered should be in line with determined based on their areas of activity. market practices for comparable companies. In order to ensure this, in compliance with the benchmark principal recommended by the AFEP- These criteria are regularly reviewed by the Nomination and MEDEF Code, the Nomination and Compensation Committee ensures Compensation Committee as well as by the Supervisory Board, in the regular appointment of various specialized and independent order to check whether they still reflect the Company’s strategy experts to undertake studies based on panels of companies of a and current position, the idea being to avoid retaining obsolete or similar size or companies that operate in the same activity sector as inefficient criteria while, in parallel, retaining a stability essential to Klépierre and that have a comparable international exposure. long-term performance assessment. Compensation must be based on performance, Compensation takes into account areas of responsibility in line with the interests of Klépierre and of its In accordance with paragraph 24.1.2 of the AFEP-MEDEF Code, shareholders the compensation of executive corporate officers is based on work In its compensation policy and in accordance with paragraph 24.1.2 performed, results obtained, responsibility assumed and the duties of the AFEP-MEDEF Code, the Company ensures that executive entrusted to the executive corporate officers. Changes in the size corporate officer compensation is aligned with the interests of of the Group and, consequently, areas of responsibility, influence Klépierre and of its shareholders. executive compensation and the Company’s competitive positioning if they are especially significant, result in structural changes and cause The compensation policy is thus primarily designed to reward the a profound change to the Company. performance of executive corporate officers, making it possible to align the interests of executive corporate officers with those of Compensation takes into account the Group’s social, Klépierre and of its shareholders. Accordingly, executive corporate societal and environmental goals officer compensation is very preponderantly subject to performance conditions, be it for the short-term variable portion or for the allocation Both the short-term variable portion and the long-term variable of performance shares. These performance conditions make it portion include non-financial criteria regarding social, societal and possible to evaluate how executive corporate officers create value environmental issues which are set in line with the Group’s goals in over various time frames. order to foster sustainable environmentally friendly development for the long term. KLÉPIERRE 2017 REGISTRATION DOCUMENT 243

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers EXECUTIVE BOARD MEMBERS’ COMPENSATION STRUCTURE Presentation of the main elements of Executive Board members’ compensation The compensation of each Executive Board member consists of three main elements: > a fixed component, determined on the basis of the responsibilities assumed by each of the members of the Executive Board, which must be sufficiently competitive to attract and retain the best talent; > a short-term variable component that links Executive Board members to the Group’s short-term performance; and > a long-term incentive component to best align the interests of the beneficiaries with those of shareholders in order to create value over the long term. Variable compensation (short-term variable and long-term incentive) play a decisive role in the determination of compensation structure. It represents nearly two thirds of the total compensation (fixed, short-term variable compensation and long-term incentive) of Executive Board members in respect of a year, with fixed compensation representing about one third of the total of such compensation. For instance, for 2017, the respective weight of each of these elements was as follows: Jean-Marc Jestin 28% Fixed compensation 36% Long-term incentive 36% Short-term variable compensation Jean-Michel Gault 27% Fixed compensation 38% Long-term incentive 35% Short-term variable compensation 244 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 The compensation of each Executive Board member includes the The Supervisory Board, on a recommendation from the Nomination following elements: and Compensation Committee, has determined the fixed annual compensation of the Executive Board members for 2018 as follows: a) Annual fixed compensation > fixed annual compensation for the Chairman of the Executive The Nomination and Compensation Committee, by applying a Board: raised from €500,000 to €650,000; benchmark principle from the AFEP-MEDEF Code, decided to study > compensation of the Deputy CEO, Executive Board member: raised regularly the practice of companies comparable in size and activities from €400,000 to €440,000. to Klépierre to verify (i) the adequacy of Executive Board member compensation with regard to the Group’s size and to Board members’ The Board’s target is to by 2019, when the Executive Board next experience as well as (ii) the competitiveness of the compensation comes up for reappointment, and subject to the approval of the offered to Executive Board members vis-à-vis comparable companies. compensation policy for each of the members of the Supervisory After having recognized the lack of competitiveness of the Klépierre Board by the General Meeting, set the fixed annual compensation of Executive Board members’ fixed compensation compared to Executive Board members at a level that is considered reasonable and (1) close to the average of the median values for fixed compensation paid compensation offered in comparable companies , the Nomination to executives in the companies in the two samples studied, namely and Compensation Committee and the Supervisory Board have, in €750,000 for the Chairman of the Executive Board and €480,000 for the last few years, taken steps to restore it to the appropriate level by the Deputy CEO, Executive Board member. This fixed compensation introducing fixed annual compensation which is appropriate to the will then remain unchanged for the full term of the Chairman and experience and scope of responsibilities of Executive Board members of Executive Board members (i.e., until 2022) subject to any major as well as consistent with the market. changes within the Group and its environment. A gradual approach was decided upon in order to avoid a significant The Supervisory Board will continue to ensure that the fixed change in fixed compensation between one fiscal year and the next. compensation of Executive Board members is competitive compared The finding of the studies undertaken by Towers Watson in 2017 to companies of comparable size or that are involved in the same on the following panels showed that the fixed compensation of business, and will regularly check that the panels studied to this end Executive Board members remained below the median fixed annual are relevant, while also taking into account each member’s experience compensation of the corporate officers of the companies in the and their scope of responsibility. samples studied (in line with the findings of the benchmarking work The Board will also continue to ensure, when determining the fixed done in 2015 and 2016): compensation of Executive Board members, that the compensation > the panel of SBF 120 companies (comprising (i) the 10 CAC 40 package offered to the latter remains relevant and consistent with the companies with the lowest market capitalization, (ii) the 20 Next 20 median of the aforesaid samples. companies and (iii) the 10 SBF 80 companies with the highest If a new Executive Board member is appointed, his/her fixed annual market capitalization), and compensation will be determined by the Supervisory Board in > the panel of companies with comparable activities (STOXX® Europe compliance with existing market practices for the exercise of duties 600 – Real Estate). of the same nature and in line with the Klépierre compensation policy. It was in particular found that in the case of the fixed compensation b) Short-term variable compensation of the Chairman of the Executive Board, the difference vis-à-vis the median fixed annual compensation of the corporate officers of the Short-term variable compensation rewards executive performance companies in the samples studied is still significant. for year Y-1 and aims to establish a link between the interests of As announced in the registration document filed with the French executives and the Group’s operational strategy over the period in Financial Market Authority (AMF) on March 9, 2017, it has decided question pursuant to paragraph 24.3.2 of the AFEP-MEDEF Code. to pursue the policy of restoring their fixed annual compensation This compensation is determined by the achievement of clear and to the appropriate level. Therefore, the Board of Directors, at the ambitious targets, which are decided at the beginning of the year by recommendation of the Nomination and Compensation Committee, the Supervisory Board on the recommendation of the Nomination and decided: Compensation Committee (details and weighting of the qualitative > that the fixed compensation level of members of the Executive targets are communicated to Executive Board members at the Board, and more particularly, the fixed compensation of the beginning of the year but are not made public at this stage for Chairman of the Executive Board, was not commensurate with the confidentiality reasons – they are, however, made public after the fact). skills and scope of responsibilities of the executive team; The results are evaluated after the end of the fiscal year on the basis > that the current compensation of members of the Executive Board of the consolidated financial statements for that fiscal year and the could not be considered as a key factor for retaining executives; evaluation of the performance of each member of the Executive Board by the Supervisory Board. > that the quality of the executive team and its involvement in the Company’s development were key success factors for the Group; > that it was therefore necessary to make a significant effort to align their compensation with that of the market, and thus find a long- term solution to this situation. (1) For historical reasons, Executive Board members’ compensation was set at relatively low levels, and over time has lost its correlation with Klépierre’s size. In effect, Klépierre was, formerly, a BNP Paribas subsidiary, in which the compensation of the Executive Board members was determined in consistency with the compensation policy applicable to BNP Paribas group executives. Following the sale by BNP Paribas of its stake, initiated in March 2012 and ended in November 2015, Klépierre became a non-controlled company, whose strategic positioning has noticeably evolved, as seen in the refocusing of its portfolio on large-scale core assets. KLÉPIERRE 2017 REGISTRATION DOCUMENT 245

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Short-term variable compensation will be determined based on the following two types of components: Component type Component weighting Component description Justification of component choice Quantitative component The quantitative portion of variable The quantitative component The financial indicator chosen is particularly compensation is capped at 80% of measures Klépierre’s performance in relevant for a real estate company like Klépierre as fixed annual compensation. relation to a target net current cash it enables the following to be measured: In addition, a floor has been set flow per share. > changes in income using internal growth and at a minimum of 95% of the target. The net current cash flow per share external growth effects; Achieving the target net current cash target for fiscal year 2018 is €2.59. > efficiency of cost management (operating flow per share that is announced costs and financial costs), or even; by Klépierre to the market grants > tax exposure of current transactions. entitlement to 55% of the fixed It is one of the main indicators that the Company annual compensation. communicates to the market biannually for each six-month period. The net current cash flow per share growth momentum and the regularity thereof are fundamental parameters for the valuation of the Klépierre stock. At each publication of net current cash flow per share, a reconciliation with the EPRA Earnings per share is also published. The quantitative component is applied identically to the Executive Board members because it measures their performance as an executive team, since the Executive Board is intended to operate as a group of peers. Qualitative component The qualitative portion of variable The qualitative portion of variable The qualitative component individually measures compensation is capped at 50% of compensation is measured by the performance of each member of the Executive fixed annual compensation. applying several criteria, according to Board on the basis of specific targets, attributed the profile of each Executive Board to each of the Executive Board members on member, and for 2018 is based the basis of their particular area of involvement around the following areas: for the relevant year. > development/investments; These specific targets are decided by > management of financial the Supervisory Board for the relevant year transactions; according to the priorities set by the Board, > social and environmental on the recommendation of the Nomination and responsibility*; Compensation Committee and are communicated > the Company’s image. to Executive Board members. * With the understanding that the selected criteria applied are different from those applied in the assessment of the condition related to Klépierre’s CSR performance for the purpose of the long-term incentive. In total, therefore, the short-term variable compensation paid The performance conditions are established by the Supervisory to Executive Board members is capped at 130% of their fixed Board, on the recommendation of the Nomination and Compensation annual compensation, i.e., at the low end of what was found in the Committee, based on ambitious goals, and they are evaluated at the aforementioned Towers Watson study. end of a period of three years after their allocation. These performance In accordance with Article L. 225-82-2 of the French Commercial conditions apply to all allocations made under these plans. Code, the variable annual compensation due in respect of fiscal year At the General Meeting held on April 19, 2016, Klépierre was authorized 2018 will be paid after the Ordinary General Meeting of Klépierre’s to allocate performance shares, including those benefiting the shareholders held in 2019 to approve the 2018 financial statements, Executive Board members. and in the case of each Executive Board member, is contingent upon The plan regulations that will be implemented in 2018 will include a its approval by that Meeting. (1) three-year vesting period (except for early exercise) and a two-year c) Long-term incentive holding period for French beneficiaries and a four-year vesting period (except for early exercise)(1), with no holding period, for non-French Since 2012, the Supervisory Board has allocated performance shares beneficiaries. to executive corporate officers and the chief executives of the Group, In accordance with the AFEP-MEDEF Code guidelines, all final vesting under the authorization granted by the General Meeting. In accordance of all performance shares is subject to service and performance with the AFEP-MEDEF Code guidelines, performance shares are not conditions for all beneficiaries, assessed over a three-year period (with reserved solely for executive corporate officers. The general policy the level of fulfillment of performance conditions being assessed once for the distribution of performance shares is discussed each year by at the end of the three-year period). the Nomination and Compensation Committee, which then makes recommendations to the Supervisory Board. Beginning in 2018, the vesting of performance shares will be subject The purpose of these allocations of performance shares is to to the achievement of four performance criteria comprising financial, encourage the achievement of the Group’s operational and financial non-financial and operational criteria, which will be evaluated over a targets and thus enable an increase in the resulting creation of value three-year period. for shareholders. They encourage the executive corporate officers and the senior management of the Group to have a long-term view of their shares, thereby engendering loyalty and promoting the alignment of their interests with the corporate interests of the Company and the interests of the shareholders. They involve a large group of beneficiaries (representing around 9.5% of employees). (1) Death or disability of the beneficiary, transactions resulting in a change in control, delisting. 246 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 Weighting of conditions Justification in the total of performance Nature of conditions Indicator used Calculation method used vesting condition choice Service condition Service of the beneficiary concerned N/A 100% of the N/A within the Group until the end of the total allocation vesting period Should the beneficiary leave before expiration of the term for evaluating the performance share performance criteria, preservation of the profits for the performance shares is subject to the decision of the Board and is justified. With respect to Executive Board members, the Supervisory Board will only admit a partial lifting of the service condition according to a prorata temporis vesting principle, and performance conditions will continue to apply until the end of the vesting period Performance Condition Total shareholder return (TSR – change Calculated from the average 10% of the total This criterion enables conditions linked to in share price + dividend) on Klépierre of the 40 share prices prior allocation assessment of the return for Klépierre’s shares to the anniversary date (as the shareholder based on absolute compared with the average stock price performance and performance of 40 share prices prior to dividends received. the date of allocation) Its weighting must nevertheless be limited insofar as it is mainly linked to Klépierre’s share price performance, something that is not solely influenced by the Company’s intrinsic operating performance, but by macroeconomic developments that may be unrelated to the Company’s business. Condition Comparison with the performance 30% of the total This criterion enables the linked to the of a panel of peers allocation return for the Klépierre Klépierre (Unibail-Rodamco SE, CityCon OYJ, shareholder to be compared share’s Eurocommercial Properties, Deutsche with the return for relative Euroshop, Wereldhave NV, Mercialys, shareholders of companies performance Vastned Retail NV, Carmila, Immobiliare primarily operating shopping Grande Dis, Atrium European Real Estate) centers. Condition Change over three years in net rental Calculation of the average 40% of the total This criterion is an linked to income on the basis of the annual allocation operational criterion directly Klépierre’s trend of the net rental linked to the business of the internal income communicated by Company, which will measure performance the Group in the context the Company’s performance of its annual consolidated based on the net rental financial statements over income trend. the last three fiscal years preceding the reference date Condition > GRESB rating: Klépierre must Application of a 20% of the total This criterion reflects linked to be among the top five and be rated performance grid, found allocation Klépierre’s desire to unite its Klépierre’s “5 stars” on page 248 of Klépierre’s employees and executives CSR > Level of achievement of certain 2017 registration in terms of social and performance targets in the CSR road map document environmental concerns in line with Klépierre’s five-year CSR road map. KLÉPIERRE 2017 REGISTRATION DOCUMENT 247

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers The number of performance shares that may be definitively vested to the beneficiaries concerned is calculated using the following performance grid: Nature of performance Assessment of the requirements for the chosen conditions Performance % of shares delivered(a) performance conditions Condition linked to Klépierre’s ≤16.5% 0% The percentage of shares allocated is zero when the absolute performance (10%) 20% 33.3% increase in the TSR is less than or equal to 16.5%. 22.5% 50% Achievement of the maximum target implies TSR 25% 66.7% growth of 30% or more. 27.5% 83.3% Exceeding 30% threshold does not result in an over-allotment of shares, as the allotment is capped ≥30% 100% at 10% of the number of shares initially allocated. Condition linked to the Index -1% 0% Even if the Klépierre share’s performance is equal Klépierre share’s relative Index 33.3% to the index, only 33.33% of the shares will be obtained. performance (30%) Index +1% 50% To achieve the maximum target, the share must perform Index +2% 66.7% at a rate 3% above the index. Index +3% 100% Exceeding the index threshold by +3% does not result in an over-allotment of shares, as the allotment is capped at 50% of the number of shares initially allocated. Condition linked to Klépierre’s <1% 0% Even if the growth of the net rental income is equal to 1%, internal performance (40%) 1% 30% only 30% of the shares will be obtained. ≥3% 100% To achieve the maximum target, the increase must be above or equal to 3%. Exceeding the threshold by 3% does not result in an over-allotment of shares, as the allotment is capped at 40% of the number of shares initially allocated. Conditions linked to Klépierre’s GRESB rating: Klépierre must be 8% GRESB (Global Real Estate Sustainable Benchmark) is an CSR performance (20%) among the top five and be rated organization that evaluates the social and environmental “5 stars” performance of real estate companies. The goal is to Reducing the Group’s energy 3% rank among the top five companies in its category and consumption to obtain a “5-star” rating. Goal(c) 30% reduction CSR targets are described in more detail in the CSR Shopping centers with a 3% strategy as described on page 175, which sets targets for sustainable development each of the adopted themes, a goal to be achieved within certification a five-year horizon. Goal(c) 80% of shopping centers The targets of the plan in question take into account Shopping centers contributing 3% the progression expected within three years which to local employment is part of the overall goal of the five-year CSR strategy Goal(c) 70% of shopping (see below). centers having taken at least The shares are vested only if the conditions are fulfilled. one measure during the year There is no award if earnings fall below the target. intended to promote local employment(b) Employees receiving training 3% Goal(c) 94% of employees (a) If the result obtained is between two thresholds, the number of performance shares vested is calculated by linear interpolation. (b) Including: the organization of an employment forum, partnerships with a local employment organization, partnership with an association supporting employment/integration, publication of jobs available at the center on the center’s website and/or through posting, etc. (c) The target goals will be adjusted in future performance action plans based on the goals set in the CSR strategy. Adjustment to the performance conditions applicable Based on the work of the Nomination and Compensation Committee, to performance share plans being established from 2018 the Supervisory Board felt it was necessary to make evolve the performance conditions for reasons that are set out in more detail In June 2017, Klépierre undertook a review for the purpose of revisiting below. the structure of long-term incentives and overhauling performance conditions, with the assistance of specialist consulting firms. Indeed, In this respect, the Supervisory Board endeavored to identify the Board wished to introduce innovative criteria linked to Klépierre’s performance conditions that reflect the Group’s policy in terms of CSR performance, considered by the Board as particularly important long-term compensation, namely: in the context of the Group’s long term strategy, in order to motivate > conditions primarily based on internal performance indicators, and ensure the involvement of the Group’s management in the improvements in which depend on the work put in by the implementation of this strategy. management teams and their results, built around an approach Furthermore, these criteria aim at the implementation of measures designed to create value over the long term; affecting different professions in the Group which contribute to the performance and, therefore, involve all teams. In addition, in the context of its thoughts on the introduction of new criteria, the Board concluded that previous plans were no longer satisfactory in terms of long-term compensation goals. It in particular became apparent that the performance criteria of the previous plans did not reflect the actual economic and operational performance of the Group (notably, significant growth of the net current cash flow per share, higher than the initial objectives) and did not serve to motivate, retain and attract talent within the Group, even though the Group’s operational performance had improved significantly over the same period. 248 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 > understandable and demanding conditions, which are evaluated Use of a more appropriate panel, comprising operators in over a three-year period, in order to avoid windfall effects; the same sector as Klépierre, for the relative performance > varied conditions, which differ from those applicable to short-term criterion variable compensation and which are for the most part assessed Beginning in 2018, the panel used to test the relative performance based on financial and quantitative criteria along with criteria condition evaluated on the basis of TSR will be comprised of correlated with the environmental or social issues facing the Group. competitors in the shopping center sector, which are thus faced with The following adjustments are accordingly considered: comparable issues and business cycles. > a reduction in the weighting accorded to the absolute performance Until now, this assessment has been made by comparing the change criterion evaluated on the basis of TSR; in the Klépierre share price with that of the FTSE EPRA/NAREIT Eurozone index, an index that tracks all Eurozone real estate listed > the use of a more appropriate panel, comprising operators in the companies. However, this index is no longer suitable owing to a same sector as Klépierre, for the relative performance criterion; significant change in its composition. > an increase in the weighting accorded to the internal performance The weight of shopping center real estate companies in this index criterion based on the net rental income trend on a like-for-like has been falling steadily in the last few years. While these companies basis; represented 56% of the index in August 2012, they accounted for no > the introduction of a CSR criterion. more than 29% in December 2017. At the same time, the weight of other real estate categories such as the residential sector, has kept on A reduction in the weighting accorded to the absolute rising, from 11% in August 2012 to nearly 40% of the FTSE EPRA/NAREIT performance criterion Eurozone index now, driven by the significant growth of German residential companies. Beginning in 2018, the weighting of the absolute performance criterion, Yet the stock market performance of companies specialized in the based on TSR, will be reduced to 10%. housing sectors depend on factors that are very different from those This change echoes the recommendations made by certain key at work in the shopping centers sector. The same applies to the office investors to limit the weighting of the stock market criterion sector (14% of the index in December 2017). Real estate for housing used absolutely insofar as it is primarily influenced by external is in fact very dependent on regulatory factors in particular, while macroeconomic factors, unconnected with the work of the offices are more sensitive to the level of employment, and shopping management teams or their performance. centers to the level of consumption, inflation, and competition from e-commerce retailers. 3 FTSE EPRA/NAREIT EUROZONE INDEX WEIGHTINGS TRENDS SINCE 2012 60% 50% 40% 30% 20% 10% 0% / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / Offices Residential Shopping centers Diversified This is the reason behind the proposal to now assess Klépierre’s weighted index would therefore consist of the following securities: stock market performance with respect to the FTSE EPRA/NAREIT Unibail Rodamco SE, CityCon OYJ, Eurocommercial Properties, Eurozone index limited to companies that can be considered as true Deutsche Euroshop, Wereldhave N.V., Mercialys, Vastned Retail N.V., Klépierre peers, namely commercial real estate companies. The equi- Immobiliare Grande Dis, Atrium European Real Estate and Carmila. KLÉPIERRE 2017 REGISTRATION DOCUMENT 249

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Increase in the weight accorded to the internal performance The goals set out in the 2018 plan are in line with the goals set for the criterion based on the net rental income trend same criteria in the five-year CSR strategy. Thus: The internal criterion weighting, which measures the trend in net > reducing the Group’s energy usage: the 30% goal assessed at the rental income over three years, will be increased from 20% to 40%, 2018 plan horizon is in line with the five-year 40% target; insofar as this criterion seems particularly good at assessing the > shopping centers obtaining sustainable development certification: Company’s business growth and the efforts of the teams to increase the 80% goal assessed at the 2018 plan horizon is in line with the rental income (on a like-for-like basis) and thereby maximize returns five-year 100% target; from the real estate assets within the Group’s property portfolio. Rental income growth on a like-for-like basis includes: > shopping centers contributing to local employment: the 70% goal assessed at the 2018 plan horizon is in line with the five-year 100% > reversion (increase in guaranteed minimum rent at lease renewal) target; which reflects the Group’s capacity to integrate the best retailers > employees receiving training: the 94% goal assessed at the 2018 in its centers and to optimize the rental value of available spaces; plan horizon is in line with the five-year 100% target. > vacancy reduction; and In addition, please see pages 271 and following of this registration > optimum management of the expenses of shopping centers. document for more information concerning the performance conditions and the applicable achievement level for plans with a Net rental income growth on a like-for-like basis should be at least 3% vesting date prior to the date of this registration document. on average over the three years preceding the share allocation date for the criterion to be considered as fully met. Specific rules applicable to corporate officers This is actually a very ambitious growth target considering that the Allocation limits Group renews, on average, only 8% of all its leases every year. The General Meeting of April 19, 2016 capped the number of shares The ambitious nature of the target can be measured in the light of that can be awarded at 0.5% of the share capital for a period of past performance, that of Klépierre or of its main competitors. 38 months and, within this limit, capped the number of shares that (1) can be awarded to members of the Executive Board at 0.2% of the In fact, based on Klépierre’s results since 2005 , the performance share capital. criterion has been met in only five fiscal years, i.e., in one out of every two years for the 2007 to 2016 period (2007 being the first year for In accordance with the compensation policy approved by the calculating three-year averages). If we only take the years after the Supervisory Board, annual allocations made to members of the 2008 crisis into consideration, the criterion has been met in only two Executive Board may not represent more than 125% of the short-term fiscal years, i.e., in one out of three for the 2011-2016 period. compensation (fixed annual compensation plus target short-term By taking account of the results of Klépierre’s main competitors since variable compensation) for the previous year for Executive Board 2012(2), 56% of them have reported average growth of their net rental members. income(3) on a like-for-like basis exceeding 3% for the 2012-2014 Holding obligation period, 33% for the 2013-2015 period and only 33% for the 2014-2016 period. Pursuant to Article L. 225-197-1 of the French Commercial Code as developed in the AFEP-MEDEF Code, the Supervisory Board set the Introduction of a CSR criterion holding obligation for members of the Executive Board as follows: the In addition to the three above-mentioned criteria, which make it members of the Executive Board are required to hold in registered possible to (i) assess shareholder returns having regard to the form a number of shares equivalent to 50% of the gain on acquisition stock price performance and dividends received, (ii) compare this net of tax and expenses when the shares are delivered until their return with that of Klépierre’s competitors and (iii) evaluate, from appointment ends. The members of the Executive Board are thus an operational perspective, the Company’s performance in terms encouraged to hold a large and increasing number of shares. of the trend in net rental income, the Supervisory Board felt that it In accordance with the AFEP-MEDEF Code, this amount will be would be beneficial to factor in the achievement of the Group’s CSR reviewed and set by the Supervisory Board in light of the situation of commitments in the performance measurement systems in light of each executive corporate officer periodically and at least every time the importance of CSR challenges for Klépierre. they are reappointed. Because of these stringent holding requirements In fact, Klépierre defined a new CSR strategy beginning in 2018 and imposed on members of the Executive Board, the Supervisory Board set itself ambitious goals along with a certain number of priorities to does not require them to buy shares from their own capital at the time achieve as part of a five-year plan. The achievement of these priorities the performance shares are delivered. will be assessed annually by an independent third-party organization. Other restrictions In this regard, the Supervisory Board would like to introduce the following fourth performance condition: (i) Klepierre must be among In accordance with the AFEP-MEDEF Code, the members of the top five and be rated “5 stars,” reserved for the best performers the Executive Board have undertaken not to enter into hedging and (ii) the achievement within three years of the priorities of the transactions until the end of the holding period imposed by the Group’s CSR strategy as set out in the above table. performance share plans. (1) For the years prior to 2013, the Company calculated like-for-like growth for its rental income on the basis of its gross income only. In addition, for purposes of comparability, the calculations were made over the entire period by retaining just the shopping centers portfolio which represents, since 2013, more than 95% of the value of the property portfolio. (2) These companies are the real estate companies listed in continental Europe and holders of the property portfolios of the largest shopping centers. Unibail Rodamco, Wereldhave, Eurocommercial, Deutsche Euroshop, Citycon, Mercialys, Vastned, Immobiliare Gran Dis and Atrium. Carmila was excluded from the sample considering its recent market flotation which is an obstacle to obtaining data prior to 2017. (3) Based on the like-for-like net rental income as published by the companies, by retaining just the portfolio of shopping centers where the data is available. 250 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 d) Other elements of compensation For Jean-Michel Gault: On October 19, 2017, the Supervisory Board amended the currently suspended employment contract of Jean-Michel On-boarding package Gault in order to (i) record the latter’s agreement not to claim severance The awarding of an on-boarding package may be decided, in an amount exceeding two years of the last fixed and variable annual exceptionally, by the Supervisory Board to promote the arrival of a compensation received in his capacity as an Executive Board member new executive coming from a group outside Klépierre. (including for the termination of his employment contract) and (ii) establish a non-statutory severance mechanism in the event of Jean-Michel Gault’s The payment of this package, which can take different forms, is forced departure. These amendments are subject to the approval of designed to offset the loss of benefits to which the executive had been Klépierre’s General Meeting of April 24, 2018 (5th resolution). entitled. In compliance with Article 24.3.4 of the AFEP-MEDEF Code, The forced departure cases eligible for the compensation mechanism if such a package is granted, it must be explained and the amount will include all forced departure cases except for forced departure in the be made public at the time it is set, even in the case of payment by event of serious misconduct or gross misconduct and in the event of non- installments or deferred payment. renewal of the Executive Board member’s term of office or resignation. Severance package The amount of the non-statutory severance provided will be limited to two years of the last fixed and variable annual compensation For Jean-Marc Jestin: On February 2, 2017, the Supervisory Board received in his capacity as Executive Board member (less any authorized the establishment of a compensation mechanism in the event amount paid for any legally mandated severance or severance due of Jean-Marc Jestin’s forced departure from Klépierre. This mechanism under a collective bargaining agreement that Jean-Michel Gault was approved by the General Meeting of April 18, 2017 (5th resolution). may otherwise receive under his employment contract). Jean-Michel The forced departure cases eligible for the compensation mechanism Gault’s agreement not to claim severance in an amount exceeding include all forced departure cases except for forced departure in the two years of the last fixed and variable annual compensation received event of serious misconduct or gross misconduct and in the event of in his capacity as an Executive Board member (including for the non-renewal of the Executive Board member’s term of office. termination of his employment contract) allows the Company to contain the indemnification risk linked to any termination of the latter’s In the event of Jean-Marc Jestin’s forced departure, he could, pursuant employment contract, by limiting the indemnification to two years to this mechanism, receive severance payment in an initial amount of under all circumstances. Note that on the date of this registration one year’s annual compensation, calculated by reference to the last document, the amount of severance due under a collective bargaining fixed and variable compensation paid as at the date of termination; agreement to which Jean-Michel Gault may be entitled in case of on the understanding that this initial amount will be liable to increase the termination of his employment contract represents €551,395, i.e., on a linear basis according to Jean-Marc Jestin’s length of service as 7.3 months of his fixed and variable compensation due for fiscal year a corporate officer (on a basis of one month per one additional year 2017. of service with effect from January 1, 2017), subject to a maximum of Signing this amendment did not lead to any payment in favor of two years’ compensation, in accordance with the AFEP-MEDEF Code. Jean-Michel Gault. In terms of performance conditions, severance payment may only be The payment of the non-statutory severance will be moreover subject paid in the event that: to the achievement of the same performance conditions as applicable > in at least two of the three full fiscal years preceding the year of to Jean-Marc Jestin. termination of his term of office, Jean-Marc Jestin received or is Finally, in accordance with the AFEP-MEDEF Code, no severance will entitled to receive overall variable annual compensation (that is to be owed if the beneficiary is entitled to full retirement benefits, within say quantitative + qualitative) representing a sum equal to at least six months after termination of his functions. 90% of his fixed compensation (the maximum being 130%); and > the quantitative part of the variable annual compensation must, Any severance for the termination of the position of a future Chairman as a minimum, have been paid in an amount equal to the target or member of the Executive Board will be calculated in accordance in the two fiscal years taken into account for the purposes of with Article L. 225-90-1 of the French Commercial Code and may not consideration of the foregoing condition. For information, the net exceed two years of the last fixed and variable compensation paid to current cash flow per share target for fiscal year 2018 (leading to said corporate officer. a qualitative variable compensation of 55%) is €2.59. Exceptional compensation Finally, in accordance with the AFEP-MEDEF Code, no severance will The distribution of exceptional compensation is not part of the be owed if the beneficiary is entitled to retirement benefits under a general compensation policy except in very specific circumstances, supplementary pension plan, within six months after termination of in compliance with Article 24.3.4 of the AFEP-MEDEF Code. his functions. In compliance with Article L. 225-82-2 of the French Commercial Code, if it is decided to grant this compensation, its payment will, in any case, be subject to prior approval by the General Meeting. For 2018, no exceptional compensation will be paid to Executive Board members. KLÉPIERRE 2017 REGISTRATION DOCUMENT 251

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Other benefits document, Jean-Michel Gault has a supplementary pension plan for With respect to the benefits of all kinds: senior executives of Compagnie Bancaire. This plan is capped and has been closed since December 31, 2000. > the members of the Executive Board have a corporate vehicle at their disposal; 5.2.2.2 Compensation of Executive Board members > they receive the same provident fund insurance and healthcare Summary tables based on the AMF recommendations and the benefits plan as other Group employees in France. The amount AFEP-MEDEF Code guidelines are presented on page 256 and of annual contributions paid by the Company for this purpose is following of this registration document. immaterial and totals €6,348.72 (€3,144.36 for Jean-Marc Jestin and €3,204.36 for Jean-Michel Gault); a) Determination of the compensation > they are insured for loss of employment through the GSC. of Jean-Marc Jestin, Chairman of the Executive Board, Note that no loans or guarantees have been granted to Klépierre in accordance with the principles described corporate officers or Supervisory Board members. in paragraph 5.2.2.1 No payment of directors’ fees for offices held within the Fixed compensation Group For fiscal year 2017, the fixed compensation of Jean-Marc Jestin was Starting in 2015, the members of the Executive Board no longer receive €500,000. directors’ fees for their participation in various Group companies. The methods for determining the level of the fixed annual compensation No deferred variable compensation/Long-term variable for Executive Board members are detailed in section 5.2.2.1 a) of the registration document. compensation Klépierre compensation policy does not include the payment of any Short-term variable compensation deferred variable compensation or long-term variable compensation. Jean-Marc Jestin’s short-term variable compensation for fiscal year 2017 was set by the Supervisory Board meeting of February 6, 2018, on No defined benefit pension plan/No defined contribution the proposal of the Nomination and Compensation Committee, after pension plan applying the criteria set at the beginning of 2017 and that are shown The members of the Executive Board do not have any defined in the tables below. benefit pension plan nor any defined contribution pension plan. They It should be noted that, in accordance with the AFEP-MEDEF Code receive the same AGIRC supplementary pension plan as other Group guidelines, Jean-Marc Jestin was not present during the deliberations managers. In addition, as mentioned on page 262 of this registration of the Supervisory Board regarding his compensation. 3 QUANTITATIVE COMPONENT, CAPPED AT 80% OF FIXED ANNUAL COMPENSATION (represents 61.5% of the maximum total short-term variable compensation) Themes that triggered Achievement for the setting of targets Target fiscal year 2017 Financial indicator Net current cash Thresholds The quantitative component is indexed to the target announced €2.48 flow per share reached to the market in February 2017 of €2.37 per share target The minimum has been set at 95% of the target and the cap at 80% of fixed annual compensation As a % of fixed from 0% to 80% 80% salary 2017 QUANTITATIVE TOTAL (as a % of fixed salary) 80% The 2017 quantitative component corresponds to a year of exceptional performance for Klépierre which significantly outperformed its net current cash flow per share target. 252 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 3 QUALITATIVE COMPONENT, CAPPED AT 50% OF FIXED ANNUAL COMPENSATION (represents 38.5% of the maximum total short-term variable compensation) Themes that triggered the setting of targets Targets Main achievements Achievement for fiscal year 2017 Disposals, acquisitions, Conduct of transactions > Continuation of the Group’s non-core assets disposal After examination of the main developments in compliance with the strategy: total amount of around €400 million achievements, the Supervisory budget > Acquisition of the Nueva Condomina (Spain) center for Board decided, on the Target weight: 30% €233 million recommendation of the Nomination > Delivery of the Val d’Europe extension (17,000 sq.m) and Compensation Committee, > Continuation of developments in line with the budget that the target attained was 100%, (Marseille Prado, Hoog Catharijne – these two centers corresponding to 15% obtained awards for the quality of their design) of Jean-Marc Jestin’s fixed compensation Social and environmental Improvement of non- > Definition of a new CSR strategy, with a five-year action After examination of the main responsibility financial rating criteria plan encompassing the different aspects (environmental, achievements, the Supervisory Target weight: 40% social, societal), deployed at European level and designed Board decided, on the collaboratively (establishment of a panel of external recommendation of the Nomination stakeholders from different countries) and Compensation Committee, > Deployment of a range of measures to encourage that the target attained was 100%, employee commitment, such as: corresponding to 20% — Let’s chat: informal bimonthly meetings between of Jean-Marc Jestin’s fixed Group employees in different countries compensation — Workplace: creation of a sharing and working space for Group employees via “Workplace by Facebook”, to unify the teams within the Group — streaming of videos of the Group’s businesses highlighting the expertise of employees — on-boarding and monitoring program for interns and work-study trainees. Obtaining the 2017 “Happy Trainees” certification of Choosemycompany: excellence in management and motivation of interns and work-study trainees > Expansion of Klépierre’s leadership in the main global benchmark non-financial indexes. Klépierre won numerous awards in 2017: — Klépierre ranked on the “A” list of the Carbon Disclosure Project (CDP), which recognizes companies leading the fight against climate change — MAPIC trophies rewarding excellence, innovation and creativity: the Hoog Catharijne center ranked in the category of best urban commercial project and the Prado center ranked in the category of best future commercial center — RobecoSAM 2017 ranking: best environmental performance of listed European companies — GRESB ranking (Global Real Estate Sustainability Benchmark): Klépierre obtained the Green Star Award — EPRA SBPR Gold Award (Sustainability Best Practices Recommendations) recognizing the quality of non-financial reporting The Company’s image Deployment of initiatives > Deployment of several marketing/digital initiatives that After examination of the main to contribute to have contributed to enhancing the image of Klépierre achievements, the Supervisory developments in this area shopping centers and their footfall: Board decided, on the Target weight: 30% — new Let’s Play advertising campaign in 117 centers recommendation of the Nomination and 14 countries and Compensation Committee, — event strategy: 15-20 events by center by year that the target attained was 100%, resulting in an average +4% boost to traffic growth. corresponding to 15% A few examples: of Jean-Marc Jestin’s fixed — Nickelodeon tour in 22 centers in France, the compensation Netherlands and the Czech Republic — Black Friday deployed in 113 centers and in 13 countries — Back To School - EMOJI license in nine French centers — digital platform: deployment of 99 new websites in 11 countries. 2017 web traffic: +4% — launch of the “#Just Ask” service available on all digital devices: customer questions from centers are answered in less than one hour — enhancement of the open-innovation platform: Microsoft, Orange & Retailers partnerships 2017 QUALITATIVE TOTAL (as a % of fixed salary) 50% 2017 TOTAL (quantitative + qualitative, as a % of fixed salary) 130% For fiscal year 2017, the variable compensation of Jean-Marc Jestin amounted to €650,000. KLÉPIERRE 2017 REGISTRATION DOCUMENT 253

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Long-term incentive In a decision dated February 2, 2017, the Supervisory Board authorized, The methods for determining the level of the fixed annual on the recommendation of the Nomination and Compensation compensation for Executive Board members are detailed in Committee, the allocation of 35,000 shares to Jean-Marc Jestin section 5.2.2.1 a) of the registration document. for the 2017 Plan, which was established by the Executive Board on April 18, 2017. Short-term variable compensation These shares are fully subject to performance conditions, in Jean-Michel Gault’s short-term variable compensation for fiscal year accordance with the rules described in section 6.1.3.3. 2017 was set by the Supervisory Board meeting of February 6, 2018, on the proposal of the Nomination and Compensation Committee, after b) Determination of the compensation applying the criteria set at the beginning of 2017 and that appear in of Jean-Michel Gault, Deputy CEO, member the tables below. of the Executive Board, by application of the It should be noted that, in accordance with AFEP-MEDEF Code principles described in paragraph 5.2.2.1 recommendations, Jean-Michel Gault was not present during the deliberations of the Supervisory Board regarding his compensation. Fixed compensation For fiscal year 2017, the fixed compensation of Jean-Michel Gault was €400,000. 3 QUANTITATIVE COMPONENT, CAPPED AT 80% OF FIXED ANNUAL COMPENSATION (represents 61.5% of the maximum total short-term variable compensation) Themes that triggered Achievement for the setting of targets Target fiscal year 2017 Financial indicator Net current cash Thresholds The quantitative component is indexed to the target announced €2.48 flow per share reached to the market in February 2017 of €2.37 per share The minimum has been set at 95% of the target and the cap at 80% of fixed annual compensation As a % of fixed from 0% to 80% 80% salary 2017 QUANTITATIVE TOTAL (as a % of fixed salary) 80% The 2017 quantitative component corresponds to a year of exceptional performance for Klépierre which significantly outperformed its net current cash flow per share target. 254 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 3 QUALITATIVE COMPONENT, CAPPED AT 50% OF FIXED ANNUAL COMPENSATION (represents 38.5% of the maximum total short-term variable compensation) Themes that triggered the setting of targets Targets Main achievements Achievement for fiscal year 2017 Achievement of the Achievement of financial > Extension of the average duration of debt beyond six After examination of the main expected synergies and synergies years (+0.2) while reducing its cost (-30 basis points) and achievements, the Supervisory search for efficiencies Target weight: 50% increase in the group’s coverage rate (+12 basis points) Board decided, on the > The liquidity level remains above two billion and allows the recommendation of the Nomination Group to cover its funding requirements for the next three and Compensation Committee, years at a lower cost (-€1 million) that the target attained was 100%, > The above achievements were facilitated by the successful corresponding to 25% completion of several financial transactions: of Jean-Michel Gault’s fixed — bonds issued on very favorable terms for the Company compensation — bond redemptions — interest-rate hedge transactions — arrangement of credit lines — arrangement of a (multi-currency) European cash pool > Restructuring of the Spanish portfolio: entry of the Maremagnum and Meridiano centers in the SOCIMI regime (equivalent of the SIIC regime) > Financial restructuring in Scandinavia and in France > Implementation of the share buyback program (9.7 million shares bought back as of 31/12/2017) > Implementation of the risk management tool in shopping centers The Company’s image Deployment of initiatives > Maintenance of the company’s A- credit rating After examination of the main to contribute to > EPRA BPR Gold Award (Best Practices Recommendations) achievements, the Supervisory developments in this area recognizing the quality of non-financial reporting Board decided, on the Target weight: 50% > Organization of the agreement covering the Group’s top recommendation of the Nomination 150 executives and Compensation Committee, > Chairman of the EPRA Audit and Reporting Committee that the target attained was 92%, corresponding to 23% of Jean-Michel Gault’s fixed compensation 2017 QUALITATIVE TOTAL (as a % of fixed salary) 48% 2017 TOTAL (quantitative + qualitative, as a % of fixed salary) 128% For fiscal year 2017, the variable compensation of Jean-Michel Gault was €512,000 . Long-term incentive In a decision dated February 2, 2017, the Supervisory Board authorized, These shares are fully subject to performance conditions, in on the recommendation of the Nomination and Compensation accordance with the rules described in section 6.1.3.3. Committee, the allocation of 30,000 shares to Jean-Michel Gault for the 2017 Plan, which was established by the Executive Board on April 18, 2017. KLÉPIERRE 2017 REGISTRATION DOCUMENT 255

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Summary Changes in total compensation of the Executive Board members As the graph below demonstrates, the total compensation of the Executive Board members is mainly composed of a portion subject to financial and non-financial performance conditions (short-term variable + long-term incentive). These conditions are defined in consistency with the Group’s desire to promote long-term growth and commitment of Group employees, while ensuring a convergence of interests for the shareholders and employees. 643,650 551,700 Long-term incentive 525,600 525,600 Short-term variable compensation Fixed compensation 650,000 503,472 447,899 512,000 391,807 500,000 371,700 400,000 2016* 2017** 2016 2017 Jean-Marc Jestin, Jean-Michel Gault, Chairman of the Executive Board Member of the Executive Board * Jean-Marc Jestin was Chief Operational Officer, member of the Board. ** Jean-Marc Jestin became Chairman of the Executive Board on November 7, 2016. 5.2.3 Summary tables established based on AMF recommendations and the AFEP-MEDEF Code 3 TABLE NO. 1 – SUMMARY OF COMPENSATION IN STOCK OPTIONS AND SHARES AWARDED TO EACH EXECUTIVE CORPORATE OFFICER (in €) Jean-Marc Jestin – Chairman of the Executive Board 2016 2017 Compensation due for the fiscal year (itemized in Table 2) 921,882 1,170,178 Value of options granted during the fiscal year – – Value of performance shares granted during the fiscal year 525,600 643,650 TOTAL 1,447,482 1,813,828 Jean-Michel Gault – Deputy CEO, member of the Executive Board 2016 2017 Compensation due for the fiscal year (itemized in Table 2) 848,779 933,928 Value of options granted during the fiscal year – – Value of performance shares granted during the fiscal year 525,600 551,700 TOTAL 1,374,379 1,485,628 256 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 3 TABLE NO. 2 – TABLE SUMMARIZING COMPENSATION OF EACH EXECUTIVE CORPORATE OFFICER (in €) 2016 2017 Jean-Marc Jestin – Chairman of the Executive Board Amount due Amount paid Amount due Amount paid (a) (a) Fixed compensation 391,807 391,807 500,000 500,000 (b) (c) (d) Short-term variable compensation 503,472 360,675 650,000 503,472 Exceptional compensation – – – – Directors’ fees – – – – (e) Benefits in kind 14,031 14,031 20,178 20,178 (f) Others 12,572 12,572 0 0 TOTAL 921,882 779,085 1,170,178 1,023,678 (a) The fixed compensation paid to Jean-Marc Jestin corresponds (i) to the pro rata addition of his fixed annual compensation of €378,000 as Chief Operating Officer and Executive Board member for the period January 1, 2016 to November 7, 2016 (inclusive) and (ii) his fixed annual compensation of €472,000 as Chairman of the Executive Board for the period November 8, 2016 (inclusive) to December 31, 2016. (b) Jean-Marc Jestin’s variable compensation for fiscal year 2016 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on pages 242-243 of the 2016 registration document filed with the French Financial Markets Authority (AMF) under number D.17-0143. (c) Jean-Marc Jestin’s variable compensation for fiscal year 2015 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on pages 81 and 82 of the 2015 registration document filed with the French Financial Markets Authority (AMF) under number D.16-0131. (d) Jean-Marc Jestin’s variable compensation for fiscal year 2017 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on pages 252 and 253 of the 2017 registration document. (e) Corresponds to provision of a Company car, to contributions paid by the Company for Jean-Marc Jestin to remain in the provident fund insurance and healthcare benefits plan for Group employees, and to provision of insurance covering loss of employment via the GSC. (f) Corresponds to employee savings and incentive plans under corporate agreements. The amount due in year Y is an estimate based on the amount paid in year Y for year Y-1. This amount is determined, with regard to the profit-sharing plans, according to the legal formula and, with regard to incentive plans, on the basis of changes in the rents managed by Klépierre. Pursuant to the National Collective Agreement of the Real Estate Industry, Jean-Marc Jestin also received a €188 seniority bonus. 2016 2017 Jean-Michel Gault – Deputy CEO, member of the Executive Board Amount due Amount paid Amount due Amount paid Fixed compensation 371,700 371,700 400,000 400,000 (a) (b) (c) Short-term variable compensation 447,899 333,900 512,000 447,899 Exceptional compensation – – – – Directors’ fees – – – – (d) 16,231 16,231 21,928 21,928 Benefits in kind (e) 12,949 12,949 0 0 Others TOTAL 848,779 734,780 933,928 869,828 (a) Jean-Michel Gault’s variable compensation for fiscal year 2016 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on page 244 of the 2016 registration document filed with the French Financial Markets Authority (AMF) under number D.17-0143. (b) Jean-Michel Gault’s variable compensation for fiscal year 2015 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on page 81 of the 2015 registration document filed with the French Financial Markets Authority (AMF) under number D.16-0131. (c) Jean-Michel Gault’s variable compensation for fiscal year 2017 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on pages 254 and 255 of the 2017 registration document. (d) Corresponds to provision of a Company car, to contributions paid by the Company for Jean-Michel Gault to remain in the provident fund insurance and healthcare benefits plan for Group employees, and to provision of insurance covering loss of employment via the GSC. (e) Corresponds to employee savings and incentive scheme under corporate agreements. The amount due in year Y is an estimate based on the amount paid in year Y for year Y-1. This amount is determined, with regard to the profit-sharing plans, according to the legal formula and, with regard to incentive plans, on the basis of changes in the rents managed by Klépierre. Pursuant to the National Collective Agreement of the Real Estate Industry, Jean-Michel Gault also received a €565 seniority bonus. 3 TABLE NO. 3 – DIRECTORS’ FEES AND OTHER COMPENSATION Not applicable. 3 TABLE NO. 4 – STOCK SUBSCRIPTION OR PURCHASE OPTIONS GRANTED DURING THE FISCAL YEAR TO EACH EXECUTIVE CORPORATE OFFICER BY THE COMPANY AND BY ALL GROUP COMPANIES Not applicable. 3 TABLE NO. 5 – STOCK SUBSCRIPTION OR PURCHASE OPTIONS EXERCISED DURING THE FISCAL YEAR Only the plans mentioned in the tables below were exercised during the fiscal year: Jean-Marc Jestin – Chairman of the Executive Board Number of options exercised during the fiscal year Exercise price Plan: N/A None N/A Jean-Michel Gault – Deputy CEO, member of the Executive Board Number of options exercised during the fiscal year Exercise price 2010 Plan (with performance condition) 7,500 €22.31 KLÉPIERRE 2017 REGISTRATION DOCUMENT 257

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers By way of further information, the table below indicates the exercise price of the options granted to Jean-Marc Jestin and Jean-Michel Gault as corporate officers, which have become exercisable during the fiscal year: Number of shares Jean-Marc Jestin – Chairman of the Executive Board Availability date exercisable Exercise price Plan: N/A N/A None N/A Number of shares Jean-Michel Gault – Deputy CEO, member of the Executive Board Availability date exercisable Exercise price Plan: N/A N/A None N/A 3 TABLE NO. 6 – PERFORMANCE SHARES AWARDED DURING THE FISCAL YEAR TO EACH EXECUTIVE CORPORATE OFFICER Value of shares based Number of shares on method used in the End of End of granted during consolidated financial vesting holding Performance Beneficiary Plan date the fiscal year statements period period conditions Jean-Marc Jestin 2017 plan 35,000 €643,650 April 18, April 18, These shares are fully Chairman of the authorized 2020 2022 subject to performance Executive Board February 2, conditions, in accordance 2017 by the with the rules described Supervisory Board in sections 5.2.2.1 and and implemented 6.1.3.3. For a description April 18, 2017 of these performance by the Executive conditions, see pages Board 273 and 274 of this registration document. Value of shares based Number of shares on method used in the End of End of granted during consolidated financial vesting holding Performance Beneficiary Plan date the fiscal year statements period period conditions Jean-Michel Gault 2017 plan 30,000 €551,700 April 18, April 18, These shares are fully Deputy CEO, member authorized 2020 2022 subject to performance of the Executive Board February 2, conditions, in accordance 2017 by the with the rules described Supervisory Board in sections 5.2.2.1 and and implemented 6.1.3.3. For a description April 18, 2017 of these performance by the Executive conditions, see pages Board 273 and 274 of this registration document. 3 TABLE NO. 7 – PERFORMANCE SHARES THAT BECAME AVAILABLE TO EACH EXECUTIVE CORPORATE OFFICER Beneficiaries Plan Number of shares that became available during the fiscal year Vesting Conditions Jean-Marc Jestin N/A 9,151 Yes Jean-Michel Gault N/A 27,454 Yes Note in addition that senior executives are bound to a holding obligation under Article L. 225-197-1 of the French Commercial Code as specified in the AFEP-MEDEF Code. For further information, the chart below indicates the number of performance shares granted to the members of the Executive Board as corporate officers, whose vesting period ended during the fiscal year: Beneficiaries Plan Due date of the vesting period Number of shares definitively granted Jean-Marc Jestin 2014 Plan 03/10/2017 1,208 Jean-Michel Gault 2014 Plan 03/10/2017 1,208 258 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 3 TABLE NO. 11 Compensation or benefits due or Compensation related Employment Supplementary conditionally due on termination or to non-competition agreement pension plan change of function clause Yes No Yes No Yes No Yes No Jean-Marc Jestin Chairman of the Executive Board Start of term(a): 06/22/2016 End of term(a): 06/21/2019 X X X X Jean-Michel Gault Deputy CEO Member of the Executive Board Start of term(a): 06/22/2016 (a) (b) (c) (d) End of term : 06/21/2019 X X X X (a) As member of the Executive Board. (b) Historically, Jean-Michel Gault exercised his corporate office as an Executive Board member for free and received compensation for his employment contract. In order to allow him to fully undertake his assignment as Executive Board member, the Supervisory Board, on the recommendation of the Nomination and Compensation Committee, has decided to suspend his employment contract for the duration of his corporate office, with effect from July 1, 2016. (c) Jean-Michel Gault is eligible for the supplementary pension plan for executives of the former Compagnie Bancaire, which provides for an additional pension at the time of retirement with a maximum annual amount of €7,122. (d) The General Meeting is called to approve the provision of such compensation. 5.2.4 Elements of compensation paid or allocated for fiscal year 2017 submitted to the vote of the General Meeting of April 24, 2018 5.2.4.1 Elements of compensation paid or allocated to Jean-Marc Jestin, Chairman of the Executive Board, for the fiscal year ended December 31, 2017 Elements of compensation Amounts Comments Fixed annual compensation €500,000 In accordance with the compensation policy of the Executive Board’s members described in section 5.2.2.1 of this registration document, the 2017 fixed annual compensation of Executive Board members (a), in order to re-establish was subject to an increase compared to the 2016 fixed annual compensation (b) that the fixed annual compensation was not in line its competitiveness, to the extent that it turned out with that offered to executives of comparable companies. It is important to note that, even after the increase, there is still a significant difference compared to the median fixed annual compensation of corporate officers of the samples analyzed. Annual variable €650,000 The Supervisory Board decided that the variable compensation of Jean-Marc Jestin for fiscal year 2017 may vary compensation between 0% and 130% of his fixed annual compensation and will be determined in the following manner: > from 0% to 80% of fixed annual compensation based on net current cash flow per share. This financial indicator, which measures changes in income using internal growth and external growth effects, efficiency of cost management (operating costs and financial costs) and tax exposure of current transactions, is particularly relevant for a real estate company like Klépierre; and > from 0% to 50% of fixed annual compensation, based on the following themes and targets set for 2017: (i) disposals, acquisitions, developments, (ii) social and environmental responsibility, (iii) image of the Company. On the basis of the work of the Nomination and Compensation Committee, the Supervisory Board of February 6, 2018 has set the following: > 80% of the fixed annual compensation the amount of the variable share of 2017 compensation due for achieving the quantitative target; and > 50% of the fixed annual compensation the amount of the variable share of 2017 compensation due for achieving the qualitative targets; corresponding to €650,000. Details of the achievement rate for the quantitative and qualitative criteria are presented on pages 252 and 253. of the Company’s registration document. Note that the payment of this compensation is subject to the approval of the General Meeting of April 24, 2018. Deferred variable None No deferred variable compensation compensation Long-term variable None No long-term variable compensation compensation Exceptional compensation None No exceptional compensation KLÉPIERRE 2017 REGISTRATION DOCUMENT 259

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Elements of compensation Amounts Comments Performance shares €643,650 Allocation of performance shares is discussed in relation to the total annual compensation of an executive corporate officer while ensuring that the interests of shareholders are respected. The shares are allocated as part of annual plans, whose terms are set at pre-determined times. Summary of the main characteristics of the 2017 Plan > Plan authorized on February 2, 2017 by the Supervisory Board and implemented April 18, 2017 by the Executive Board. Note that an authorization for this was granted by the General Meeting of April 19, 2016, in the eighteenth resolution. > 35,000 shares granted to Jean-Marc Jestin representing: — €643,650, on the basis of a valuation of performance shares in accordance with IFRS; — 11.25% of the total allocation carried out under this plan for all beneficiaries concerned; — 0.01% of the Company’s share capital. > Grant subject to three performance conditions (absolute, relative, and internal), assessed over a three-year period for which the performance grid is shown on page 274 of the Company’s registration document: — total shareholder return on Klépierre stock (TSR: change in share price + dividends): for 30% of shares allocated; — performance of Klépierre stock relative to the FTSE EPRA Eurozone index: for 50% of shares allocated; — average change in net rental income, net of indexation, on a like-for-like basis: for 20% of shares allocated. > Other conditions — Service condition. — Obligation to hold in registered form a number of shares equivalent to 50% of the gain on vesting net of taxes and charges calculated during the delivery of the shares until his term of office expires. Stock subscription or None No allocation of stock subscription or purchase options purchase options Directors’ fees None No directors’ fees Value of benefits of all kinds €20,178 Provision of Company car Contributions paid by the Company for Jean-Marc Jestin to remain in the provident fund insurance and healthcare benefits plan for Group employees Insurance for loss of employment via the GSC Severance None On February 2, 2017, the Supervisory Board authorized the establishment of a compensation mechanism payment in the event of Jean-Marc Jestin’s forced departure from Klépierre. This mechanism was approved by the General Meeting of April 18, 2017 (5th resolution). The forced departure cases eligible for the compensation mechanism include all forced departure cases except for forced departure in the event of serious misconduct or gross misconduct and in the event of non-renewal of the Executive Board member’s term of office. In the event of Jean-Marc Jestin’s forced departure, he could, pursuant to this mechanism, receive severance in an initial amount of one year’s annual compensation, calculated by reference to the last fixed and variable compensation paid as at the date of termination; on the understanding that this initial amount will be liable to increase on a linear basis according to Jean-Marc Jestin’s length of service as a corporate officer (on a basis of one month per one additional year of service with effect from 01/01/2017), subject to a maximum of two years’ compensation, in accordance with the AFEP-MEDEF Code. In terms of performance conditions, severance may only be paid in the event that: > in at least two of the three full fiscal years preceding the year of termination of his term of office, Jean-Marc Jestin received or is entitled to receive overall variable annual compensation (that is to say quantitative + qualitative) representing a sum equal to at least 90% of his fixed compensation (the maximum being 130%), and > the quantitative part of the variable annual compensation must, as a minimum, have been paid in an amount equal to the target in the two fiscal years taken into account for the purposes of consideration of the foregoing condition. For information, the net current cash flow per share target for fiscal year 2018 is €2.59. Finally, in accordance with the AFEP-MEDEF Code, no severance will be owed if the beneficiary is entitled to retirement benefits under a supplementary pension plan, within six months after termination of his functions. Non-compete benefit None No non-compete benefit Supplementary pension None Jean-Marc Jestin does not benefit from the supplementary pension plan but is eligible for the same AGIRC plan supplementary pension plan as other Group managers. Other None (a) For fiscal year 2016, the Supervisory Board decided, on the recommendation of the Nomination and Compensation Committee, to set the following fixed annual compensation: — fixed annual compensation for the Chairman of the Executive Board: €472,000; — fixed annual compensation of the COO, member of the Executive Board: €378,000. (b) — Panel of SBF 120 companies (comprising (i) the 10 CAC 40 companies with the lowest market capitalization, (ii) the 20 Next 20 companies and (iii) the 10 SBF 80 companies with the highest market capitalization); and — Panel of companies with comparable activities (STOXX® Europe 600 – Real Estate). 260 KLÉPIERRE 2017 REGISTRATION DOCUMENT

CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 5.2.4.2 Elements of compensation paid or allocated to Jean-Michel Gault, Executive Board member, for the fiscal year ended December 31, 2017 Elements of compensation Amounts Comments Fixed annual €400,000 In accordance with the compensation policy of the Executive Board’s members described in section 5.2.2.1 compensation of this registration document, the 2017 fixed annual compensation of Executive Board members was subject to (a), in order to re-establish its competitiveness, an increase compared to the 2016 fixed annual compensation (b) to the extent that it turned out that their fixed annual compensation wasn’t in line with that offered to executives of comparable companies. Annual variable €512,000 The Supervisory Board decided that Jean-Michel Gault’s variable compensation for fiscal year 2017 may vary compensation between 0% and 130% of his fixed annual compensation and will be determined in the following manner: > from 0% to 80% of fixed annual compensation based on net current cash flow per share. This financial indicator, which measures changes in income using internal growth and external growth effects, efficiency of cost management (operating costs and financial costs) and tax exposure of current transactions, is particularly relevant for a real estate company like Klépierre; and > from 0% to 50% of fixed annual compensation, based on the following themes and targets set for 2017: (i) achievement of synergies expected and search for efficiencies, (ii) image of the Company. On the basis of the work of the Nomination and Compensation Committee, the Supervisory Board of February 6, 2018 has set the following: > 80% of the fixed annual compensation the amount of the variable share of 2017 compensation due for achieving the quantitative target; and > 48% of the fixed annual compensation the amount of the variable share of 2017 compensation due for achieving the qualitative targets; corresponding to €512,000. Details of the achievement rate for the quantitative and qualitative criteria are presented on pages 254 and 255 of the Company’s registration document. Note that the payment of this compensation is subject to the approval of the General Meeting of April 24, 2018. Deferred variable None No deferred variable compensation compensation Long-term variable None No long-term variable compensation compensation Exceptional compensation None No exceptional compensation Performance shares €551,700 Allocation of performance shares is discussed in relation to the total annual compensation of an executive corporate officer while ensuring that the interests of shareholders are respected. The shares are allocated as part of annual plans, whose terms are set at pre-determined times. Summary of the main characteristics of the 2017 Plan > Plan authorized on February 2, 2017 by the Supervisory Board and implemented April 18, 2017 by the Executive Board. Note that an authorization for this was granted by the General Meeting of April 19, 2016, in the eighteenth resolution. > 30,000 shares granted to Jean-Michel Gault representing: — €551,700, on the basis of a valuation of performance shares in accordance with IFRS; — 9.64% of the total allocation carried out under this plan for all beneficiaries concerned; — 0.009% of the Company’s share capital. > Grant subject to three performance conditions (absolute, relative, and internal), assessed over a three-year period for which the performance grid is shown on page 274 of the Company’s registration document: — total shareholder return on Klépierre stock (TSR: change in share price + dividends): for 30% of shares allocated; — performance of Klépierre stock relative to the FTSE EPRA Eurozone index: for 50% of shares allocated; — average change in net rental income, net of indexation, on a like-for-like basis: for 20% of shares allocated. > Other conditions — Service condition. — Obligation to hold in registered form a number of shares equivalent to 50% of the gain on vesting net of taxes and charges calculated during the delivery of the shares until his term of office expires. Stock subscription None No allocation of stock subscription or purchase options or purchase options Directors’ fees None No directors’ fees Value of benefits €21,928 Provision of Company car of all kinds Contributions paid by the Company for Jean-Michel Gault to remain in the provident fund insurance and healthcare benefits plan for Group employees Insurance for loss of employment via the GSC KLÉPIERRE 2017 REGISTRATION DOCUMENT 261

CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Elements of compensation Amounts Comments Severance pay None On October 19, 2017, the Supervisory Board amended the currently suspended employment contract of Jean-Michel Gault in order to (i) record the latter’s agreement not to claim severance in an amount exceeding two years of the last fixed and variable annual compensation received in his capacity as an Executive Board member (including for the termination of his employment contract) and (ii) establish a non-statutory severance mechanism in the event of Jean-Michel Gault’s forced departure. These amendments are subject to the approval of Klépierre’s General Meeting of April 24, 2018 (5th resolution). The forced departure cases eligible for the compensation mechanism include all forced departure cases except for forced departure in the event of serious misconduct or gross misconduct and in the event of non-renewal of the Executive Board member’s term of office or resignation. The amount of the non-statutory severance provided will be limited to two years of the last fixed and variable annual compensation received in his capacity as Executive Board member (less any amount paid for any legally mandated severance or severance due under a collective bargaining agreement that Jean-Michel Gault may receive under his employment contract). Jean-Michel Gault’s agreement not to claim severance in an amount exceeding two years of the last fixed and variable annual compensation received in his capacity as an Executive Board member (including for the termination of his employment contract) allows the Company to contain the indemnification risk linked to any termination of the latter’s employment contract, by limiting the indemnification to two years under all circumstances. Note that as of the date of this report, the amount of severance due under a collective bargaining agreement to which Jean-Michel Gault may be entitled in case of the termination of his employment contract amounts to €551,395, i.e., 7.3 months of his fixed and variable compensation due for fiscal year 2017. Signing this amendment did not lead to any payment in favor of Jean-Michel Gault. In addition, payment of the non-statutory severance will be subject to achieving performance conditions identical to the conditions applicable to Jean-Marc Jestin, namely: > in at least two of the three full fiscal years preceding the year of termination of his term of office, Jean-Michel Gault must have received or must have been entitled to receive global variable annual compensation (that is to say quantitative + qualitative) representing a sum equal to at least 90% of his fixed compensation (the maximum being 130%), and > the quantitative part of the variable annual compensation should, as a minimum, have been paid in an amount equal to the target in the two fiscal years taken into account for the purposes of consideration of the foregoing condition. Finally, in accordance with the AFEP-MEDEF Code, no severance will be owed if the beneficiary is entitled to claim full retirement benefits, within six months after termination of his functions. Non-compete benefit None No non-compete benefit Supplementary €7,122 Jean-Michel Gault has a supplementary defined-benefit pension plan for senior executives of the former Compagnie pension plan Bancaire that provides for additional pension with a maximum amount determined on the basis of reference compensation and seniority as of December 31, 2000. This maximum amount is capped (subject to the application of an increase based on the growth rate of the AGIRC’s point value) at €7,122, and no increase of the conditional rights can be acquired based on seniority or increase of compensation after December 31, 2000. This plan has been closed since December 31, 2000. Jean-Michel Gault’s compensation package takes these benefits into account. Apart from this, Jean-Michel Gault is entitled to the same AGIRC supplementary pension plan as other Group managers. Other None (a) For fiscal year 2016, the Supervisory Board decided, on the recommendation of the Nomination and Compensation Committee, to set the fixed annual compensation of the Deputy CEO, member of the Executive Board at €371,700. (b) — Panel of SBF 120 companies (comprising (i) the 10 CAC 40 companies with the lowest market capitalization, (ii) the 20 Next 20 companies and (iii) the 10 SBF 80 companies with the highest market capitalization); and — Panel of companies with comparable activities (STOXX ® Europe 600 – Real Estate). 262 KLÉPIERRE 2017 REGISTRATION DOCUMENT

KLÉPIERRE 2017 REGISTRATION DOCUMENT 263

264 KLÉPIERRE 2017 REGISTRATION DOCUMENT

6 SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6.1 SHARE CAPITAL AND SHAREHOLDING 266 6.2 GENERAL MEETING OF 6.1.1 General information SHAREHOLDERS 281 on the share capital 266 6.2.1 Report of the Executive Board 6.1.2 Change in share capital – to the Ordinary and Extraordinary Breakdown of share capital General Meeting 281 and voting rights 268 6.2.2 Text of the resolutions proposed 6.1.3 Stock purchase options to the Ordinary and Extraordinary and performance shares 271 General Meeting 286 6.1.4 Significant contracts 276 6.2.3 Report of the Supervisory Board to the Ordinary and Extraordinary 6.1.5 Statutory Auditors’ report on General Meeting 290 related party agreements and 6.2.4 Description of the treasury commitments 279 share buyback program 290 KLÉPIERRE 2017 REGISTRATION DOCUMENT 265

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6Share capital and shareholding 6.1 Share capital and shareholding 6.1.1 General information on the share capital 6.1.1.1 Share capital – Type of shares As of December 31, 2017, the share capital totaled €440,098,488.20, divided into 314,356,063 fully paid-up shares, each with a par value of €1.40. In accordance with Article 28 of the Company’s bylaws, each share confers a single vote. The shares may be in registered or bearer form, at the shareholder’s discretion. The share capital may be modified under the conditions provided by law. 6.1.1.2 Delegations and authorizations granted to the Klépierre Executive Board As of the date of this registration document, the Executive Board held the following delegations or authorizations pursuant to various decisions made by the General Meetings of Shareholders on April 19, 2016 and on April 18, 2017: Delegations or authorizations granted by the General Meeting of Shareholders of April 19, 2016 Utilization during fiscal year Purpose of the resolution Maximum amount Duration 2017 Authorization to issue bonus shares to employees and 0.5% of share capital 38 months with Allocation of 310,900 bonus corporate officers effect from shares representing 0.09% of the April 19, 2016 share capital (18th resolution) Delegations or authorizations granted by the General Meeting of Shareholders of April 18, 2017 Utilization during fiscal year Purpose of the resolution Maximum amount Duration 2017 Authorization for the Company to buy back its own Maximum program amount: 10% of 18 months with effect Purchase of 9,761,424 shares shares capital and €1,728,958,330 from April 18, 2017 during fiscal year 2017 Maximum purchase price: €55 per (15th resolution) share with par value of €1.40 Authorization to reduce share capital by canceling 10% of capital in a 24-month period 26 months with effect None treasury shares from April 18, 2017 (16th resolution) Capital increase with preferential subscription rights Maximum nominal amount: €90 million 26 months with effect None by issue of shares and/or securities conferring rights and €1.2 billion for negotiable debt from April 18, 2017 to receive shares of the Company or of its subsidiaries securities (17th resolution) and/or securities that confer entitlement to receive (a) allocations of negotiable debt securities Capital increase without preferential subscription rights Maximum nominal amount: €40 million 26 months with effect None by issue of shares and/or securities conferring rights and €800 million for negotiable debt from April 18, 2017 to receive shares of the Company or of its subsidiaries securities (18th and and/or securities that confer entitlement to receive 19th resolutions) allocations of negotiable debt securities, through a (a)(b) public offering or private placement Increase in the number of securities to be issued in the At the same price as that chosen for 26 months with effect None event of a capital increase with or without preferential the initial issue, within the periods and from April 18, 2017 subscription rights(a) limits specified by applicable legislation (20th resolution) (c) at the date of the issue Capital increase without preferential subscription rights Up to 10% of capital 26 months with effect None by issue of shares and/or securities conferring rights from April 18, 2017 to receive shares to remunerate contributions in kind (21st resolution) granted to the Company in the form of shares and/or securities conferring rights to receive shares(a) Capital increase by incorporation of premiums, reserves, €100 million 26 months with effect None profits or other items(a) from April 18, 2017 (22nd resolution) (a) Maximum overall nominal amount of the share capital increases, whether immediate and/or future, that may be carried out pursuant to the authorizations granted to the Executive Board: €100 million (24th resolution) (to this nominal amount may be added the nominal amount of the additional shares to be issued, to preserve the rights of holders of securities conferring rights to receive shares). Maximum overall nominal amount of negotiable debt securities: €1.2 billion (24th resolution). (b) Private placement: issues cannot exceed the limits provided by the regulations applicable at the date of the issue (currently, 20% of the share capital per year, pursuant to Article L. 225-136-3 of the French Commercial Code). (c) Currently, within 30 days of the close of the subscription period and subject to a maximum of 15% of the initial issue, pursuant to Article R. 225-118 of the French Commercial Code. 266 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS Share capital and shareholding 6 6.1.1.3 Dividends The dividends distributed for the last five fiscal years are as follows: Fiscal year 2012 2013 2014 2015 2016 Number of shares 199,470,340 199,470,340 (a) 314,356,063 314,356,063 Net dividend €1.50 €1.55 €1.60 €1.70 €1.82 Net amount distributed €299,205,510.00 €309,179,027.00 €398,423,693.56 €534,405,307.10 €572,128,034.66 (a) The dividend of €1.60 consisting of (i) an interim dividend in a total amount of €181,518,009.40, or €0.91 per share (based on a total number of shares of 199,470,340 as at December 31, 2014), the shares going ex-dividend on January 8, 2015 and the interim dividend being paid in cash on January 12, 2015; and (ii) a final dividend to the shareholders representing an additional distribution of €216,905,684.16, or €0.69 per share (on a total number of shares of 314,356,063), the shares going ex-dividend on April 17, 2015 and the final dividend being paid in cash on April 21, 2015. Unclaimed dividends must be paid to the French government after a period of five years has elapsed as of the payment date. Shares held by the Company do not confer entitlement to dividends. 6.1.1.4 Share capital and stock market Shares All the Company’s capital share stock is traded on the Euronext Paris market (compartment A). 2013 2014 2015 2016 2017 (a) Market capitalization (in €m) 6,719 7,127 12,885 11,740 11,526 Number of shares traded (daily average) 174,513 197,549 719,370 623,557 654,615 SHARE PRICE (in €) > High 34.94 37.75 47.69 43.17 38.13 > Low 28.79 31.09 35.29 34.56 32.24 > Last 33.68 35.73 40.99 37.35 36.67 (a) Last quotation of the year. Source: Bloomberg. Trading volume over the last 18 months (in number of shares and amount of equity traded) High Low Number of shares traded Amount of equity traded (in €) (in €) (in €) 2016 September 42.84 40.10 10,324,825 424,920,285 October 40.45 37.27 11,592,261 445,047,538 November 36.91 34.61 14,045,510 497,643,281 December 37.35 34.56 14,353,135 514,943,648 2017 January 37.60 34.81 12,713,192 455,553,458 February 36.19 35.00 14,355,407 511,825,539 March 36.62 34.54 22,704,634 815,584,541 April 37.53 34.60 14,149,542 517,366,996 May 37.58 36.04 14,683,288 540,645,646 June 38.13 35.89 13,226,705 492,106,017 July 35.69 34.38 13,276,503 467,330,163 August 34.66 33.19 13,527,202 458,259,126 September 34.29 32.54 11,876,929 396,239,991 October 34.15 32.24 11,497,988 380,601,045 November 35.07 33.68 13,500,479 467,165,396 December 36.67 34.78 14,687,965 523,689,898 2018 January 37.32 35.53 18,736,026 679,821,046 February 35.79 33.13 17,219,747 585,102,490 Source: Bloomberg. Dilutive instruments No dilutive instruments have been issued. Developments relating to delegated authorities and authorizations granted to the Executive Board appear on page 266 of this registration document. KLÉPIERRE 2017 REGISTRATION DOCUMENT 267

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6Share capital and shareholding 6.1.1.5 Bonds Issue date Due date Currency Outstanding nominal Coupon ISIN code (a) Eurobond issues listed on the Paris stock exchange (EMTN) 04/07/2010 – 04/14/2010 04/14/2020 EUR 300,000,000 4.625% FR0010885582 03/14/2011 03/14/2021 EUR 564,400,000 4.75% FR0011019397 05/21/2012 05/21/2027 EUR 50,000,000 4.23% FR0011255280 09/17/2012 09/17/2019 EUR 274,600,000 2.75% FR0011321405 01/28/2015 – 11/06/2014 11/06/2024 EUR 630,000,000 1.75% FR0012477206 FR0012283653 04/17/2015 04/17/2023 EUR 750,000,000 1.00% FR0012674661 10/22/2015 10/22/2025 EUR 255,000,000 2.125% FR0013030038 02/19/2016 02/19/2026 EUR 500,000,000 1.875% FR0013121753 09/27/2016 – 09/29/2016 09/29/2031 EUR 600,000,000 1.250% FR0013203825 02/16/2017 – 02/27/2017 02/16/2027 EUR 600,000,000 1.375% FR0013238045 12/11/2017 12/13/2032 EUR 500,000,000 1.625% FR0013300605 (a) Eurobond issues listed on the Amsterdam stock exchange (EMTN) 08/10/2010 – 08/03/2010 08/10/2020 EUR 250,000,000 5.448% XS0531584984 20/10/2010 22/01/2018 EUR 291,240,000 4.625% XS0550979842 12/13/2012 – 12/06/2012 12/13/2022 EUR 85,000,000 3.516% XS0864386825 02/28/2013 – 02/21/2013 02/26/2021 EUR 298,811,000 3.25% XS0896119384 (a) The EMTN (Euro Medium Term Notes) prospectuses are available on Klépierre’s website (www.klepierre.com), “Finance” section. 6.1.2 Change in share capital – Breakdown of share capital and voting rights 6.1.2.1 Five-year change in share capital Dates Nature of increase Number of shares issued Premium Share capital 05/21/2012 Payment of dividend in the form of shares 9,822,100 €203,906,796.00 €279,258,476.00 01/15/2015 Share capital increase(a) 96,589,672 €3,456,461,412.52 €414,484,016.80 (b) 01/19/2015 Share capital increase 10,976,874 €420,030,083.61 €429,851,640.40 (c) 03/31/2015 Share capital increase 7,319,177 €2,913,689,402.20 €440,098,488.20 (a) Issue of ordinary shares of the Company to pay for shares tendered during the initial offer period of the public exchange offer initiated by the Company in respect of shares of Corio, at an exchange rate of 1.14 Klépierre shares for 1 Corio share. (b) Issue of ordinary shares of the Company to pay for Corio shares tendered during the offer’s post-acceptance period, at an exchange rate of 1.14 Klépierre shares for 1 Corio share. (c) Issue of ordinary shares of the Company to pay for Corio shares tendered in the merger between Klépierre and Corio, at an exchange rate of 1.14 Klépierre shares for 1 Corio share. 6.1.2.2 Changes in share capital breakdown and voting rights over the last three fiscal years To the Company’s knowledge and on the basis of the crossing threshold, the share capital breaks down as follows: Position at December 31, 2015 Position at December 31, 2016 Position at December 31, 2017 % of % of voting % of % of voting % of % of voting % of theoretical rights % of theoretical rights % of theoretical rights Number of share voting exercisable Number of share voting exercisable Number of share voting exercisable shares capital rights in GMs shares capital rights in GMs shares capital rights in GMs Simon Property Group 63,924,148 20.33% 20.33% 20.52% 63,924,148 20.33% 20.33% 20.50% 63,924,148 20.33% 20.33% 20.99% APG Group 42,417,173 13.49% 13.49% 13.62% 42,417,173 13.49% 13.49% 13.60% 42,417,173 13.49% 13.49% 13.93% BlackRock 15,818,671 5.03% 5.03% 5.08% 15,687,310 99% 4.99% 5.03% 15,785,108 5.03% 5.03% 5.18% Employees 166,751 0.06% 0.06% 0.05% 328,123 0.10% 0.10% 0.11% 348,224 0.11% 0.11% 0.11% Float 189,130,787 60.17% 60.17% 60.73% 189,470,857 60.29% 60.29% 60.76% 182,119,986 57.93% 57.93% 59.79% Treasury shares 2,898,533 0.92% 0.92% – 2,528,452 0.80% 0.80% – 9,761,424 3.11% 3.11% – TOTAL 314,356,063 100% 100% 100% 314,356,063 100% 100% 100% 314,356,063 100% 100% 100% To the Company’s knowledge, there have been no material changes Employee share ownership since December 31, 2017 in the share capital or voting rights ownership. There are no agreements entitling the employees to a share of the issuer’s capital. To the Company’s knowledge, no other shareholder holds, directly or indirectly, alone or in concert, more than 5% of its share capital or voting rights. 268 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS Share capital and shareholding 6 Shareholders’ agreements II – Transfers of securities To the Company’s knowledge, no agreement existed as of The Shareholders’ Agreement includes the following commitments December 31, 2017, the implementation of which could result in a with regard to transfers of Klépierre securities, which are still in force change of control at a later date. as of the date of this registration document: At the time of the agreement concluded on July 29, 2014 between Right of first refusal Klépierre and Corio, Simon Property Group (“SPG”), BNP Paribas SA (“BNPP”), Klépierre’s reference shareholders, and the Dutch After the Completion Date, (i) the APG Group undertook to give the foundation (stichting) Stichting Depositary APG Strategic Real SPG Group, and (ii) the SPG Group undertook to give the APG Group, Estate Pool, represented by its management company APG Asset a right of first refusal that may be exercised in respect of the entirety Management N.V. (“APG”), Corio’s reference shareholder, each of the securities offered at the price proposed by the selling entity acting directly or through affiliates (respectively, the “SPG Group”, among the SPG or APG Groups (the “Seller”), within a period of five the “BNPP Group” and the “APG Group”, and together, the business days from the date of receipt of the notice. “Parties”), signed a shareholders’ agreement (the “Shareholders’ This right of first refusal applies in the event of a transfer of Klépierre Agreement”) to organize their relationship as Klépierre shareholders. securities to a third party, on the understanding that the concept of The agreement was published by the AMF as required by law, in its “transfer” is designed to be wide enough to include any transfer of the decision 214C2161 of October 16, 2014. right of ownership, immediately or in the future, as well as any division The Shareholders’ Agreement entered into force on January 15, 2015, of legal and beneficial ownership, any form of security or trust and any the date of settlement/delivery of the public exchange offer (the derivative transaction. “Completion Date”). However, the following transactions are excluded from the right of To the Company’s knowledge, the provisions of the Shareholders’ first refusal: (i) the tendering of securities in a public takeover bid Agreement are no longer applicable to the BNPP Group, since its stake for the Company; (ii) sales on the market (in the form of block sales, in Klépierre fell below 5% in November 2015. market placements or similar procedures); (iii) derivative contracts providing for settlement in cash; (iv) issues of indexed debt securities; I – Klépierre’s Governance and (v) loans of securities and other transactions for the temporary transfer of ownership (a “Market Transaction”). Representation at the Supervisory Board By way of exception, the right of first refusal will in any event be The Shareholders’ Agreement provides for the SPG and APG Groups applicable in the case of Market Transactions referred to in (i), (iii) and to be represented at Klépierre’s Supervisory Board pursuant to (v) above, and in the case of a Market Transaction with an identified reciprocal commitments to vote in favor of the representatives third party, provided that the transfer is made to a competitor of presented by each Party at General Meetings and on the Supervisory SPG, as well as in the case of a Market Transaction (in the form of a Board (solely for appointments by way of co-option). placement) representing 7.5% or more of Klépierre’s capital and voting rights. In the case of Market Transactions in the form of a sale on the It is agreed that among the Supervisory Board members, three market or of a placement below this threshold, or in the case of Market members will be SPG Group representatives (including the Chairman Transactions referred to in (iv) above, they shall be conducted in good of the Board who will have a casting vote) and one will be an APG faith in order to avoid the transfer of a substantial part of the stake Group representative. The Supervisory Board must have at least five whose sale is contemplated, to a competitor of SPG. independent members within the meaning of the AFEP-MEDEF Code, In the case of Market Transactions in respect of which the right of appointed by Klépierre’s General Meeting of Shareholders. first refusal is applicable, the period of five days referred to above is In the event that the SPG Group’s stake falls below the lowest of the reduced to three business days. following three thresholds: 13.6% of the total number of Klépierre Finally, each party undertakes to ensure that sales take place in an shares, or the BNPP Group’s or APG Group’s stakes in the Company: orderly fashion so as not to disrupt the market in Klépierre securities. (i) the number of representatives of each Party on the Supervisory The Shareholders’ Agreement is for a term of 10 years. It may, among Board will then be determined pro rata according to their other things, be terminated at any time as regards a Party in the event respective stakes in Klépierre; and that such Party comes to own less than 5% of Klépierre’s share capital (ii) the Chairman of the Board will no longer be appointed on a and voting rights. proposal from the SPG Group. Under the terms of the Shareholders’ Agreement, SPG and APG Representation at the Supervisory Board committees declared that they were not acting in concert as regards Klépierre (within the meaning of Article L. 233-10 of the French Commercial The Shareholders’ Agreement provides that the Supervisory Board Code), this being a fundamental and decisive condition of signature will be assisted by the following special-purpose committees: the of the Shareholders’ Agreement, and they also undertook not to act Audit Committee, the Nomination and Compensation Committee, the in concert. Sustainable Development Committee and the Investment Committee. The Shareholders’ Agreement also provides for the composition of the 6.1.2.3 Legal and/or statutory disclosure thresholds Investment Committee with mutual voting commitments on the part According to Article 7 of the bylaws, any individual or legal entity, of the SPG Group and APG Group for that purpose: the signatories acting alone or in concert with others, that acquires at least 2% of will each have a right to have their representatives on the Supervisory the Company’s share capital (or any multiple thereof) is required to Board appointed as members of the Investment Committee. inform the Company of this fact by means of registered letter with acknowledgment of receipt setting out the number of shares held, and to do so within five trading days of the disclosure threshold trigger date. KLÉPIERRE 2017 REGISTRATION DOCUMENT 269

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6Share capital and shareholding If the 10% threshold of the Company’s capital is directly or indirectly Unless they have been disclosed in accordance with the conditions set exceeded (i.e., ownership of 10% or more of the rights to the dividends out above, the shares exceeding the disclosure threshold subject to paid by the Company), any shareholder other than an individual is the declaration requirement will be stripped of voting rights at General required to indicate in its disclosure threshold declaration whether Meetings of Shareholders where the failure to declare is brought to the or not it is a Taxpaying Shareholder (as defined in Article 31 of the attention of the Meeting or where one or more shareholders together bylaws). Should such shareholder declare that it was not a Taxpaying holding 2% or more of the Company’s share capital ask the Meeting Shareholder, it would have to substantiate such claim whenever so to do so. This withdrawal of voting rights will apply to all General requested by the Company and provide the Company with a legal Meetings of Shareholders held within two years of the date on which opinion from an internationally reputed tax law firm, on the Company’s the appropriate declaration is duly made. request. Any shareholder other than an individual who informs the All parties are also required to inform the Company, in accordance with Company that it has directly or indirectly exceeded the 10% threshold the procedures and time schedules set out above, if their shareholding of the Company’s capital must promptly notify the Company of any falls below any of the thresholds referred to above. change in its taxation status that may cause it to acquire or lose the status of Taxpaying Shareholder. The table below sums up the legal and/or statutory disclosure threshold declarations, as received by the Company during fiscal year 2017: Number of shares Date of the letter Disclosure threshold held after disclosure of notification sent Capital disclosure Voting rights disclosure trigger date threshold trigger to the Company threshold trigger threshold trigger BNP Paribas Investment February 15, 2017 6,480,323 February 17, 2017 Up (2.06%) Up (a) Partners SA September 4, 2017 6,170,135 September 5, 2017 Down (1.96%) Down September 5, 2017 5,209,609 September 6, 2017 Down (1.66%) Down (b) BlackRock Inc. March 6, 2017 15,724,528 March 7, 2017 Up (5.00%) Up (5.00%) March 7, 2017 15,716,080 March 8, 2017 Down (4.99%) Down (4.99%) March 8, 2017 15,727,373 March 9, 2017 Up (5.00%) Up (5.00%) March 9, 2017 15,705,423 March 10, 2017 Down (4.99%) Down (4.99%) April 10, 2017 15,753,145 April 11, 2017 Up (5.01%) Up (5.01%) April 11, 2017 15,594,449 April 12, 2017 Down (4.96%) Down (4.96%) April 26, 2017 15,785,108 April 27, 2017 Up (5.02%) Up (5.02%) Standard Life Investments March 21, 2017 6,248,473 March 24, 2017 Down (1.98%) Down (1.98%) (Holdings) Limited Crédit Agricole SA (for Predica, a August 2, 2017 6,278,258 August 3, 2017 Down (1.99%) Down (1.99%) subsidiary of CA Assurances, itself August 17, 2017 5,904,853 August 18, 2017 Down (1.88%) Down (1.88%) a subsidiary of Crédit Agricole SA) (a) Acting on behalf of companies over which it exercises control within the meaning of Article L. 233-3 of the French Commercial Code (with the exception of BNPP IP Argentina, TEB Asset Management and BNPP IP Italia). (b) Acting on behalf of customers and funds, which it manages. 6.1.2.4 Transactions by corporate officers and similar individuals in Company securities (Article L. 621-18-2 of the French Monetary and Financial Code) Transactions reported by corporate officers and similar individuals to the French Financial Markets Authority during fiscal year 2017 were as follows: Total amount Declarer Nature of transaction Description of securities (in €) Jean-Michel Gault Exercise of stock options Stock options 167,325 Sale Shares 285,170 270 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS Share capital and shareholding 6 6.1.3 Stock purchase options 6.1.3.2 Overview of past stock purchase and performance shares option plans Stock purchase options have a lifespan of eight years and can be 6.1.3.1 Option and performance share exercised on one or more occasions from the fourth anniversary allocation policy following their date of allocation, subject to service and performance conditions. Options and performance shares allocated to executive corporate Details of the various plans in effect are listed below: officers and employees are a long-term motivating factor that aligns the interests of executives with the interests of shareholders for Conditions common to all plans creation of value in the long term. Prior to 2012, the Company implemented several stock purchase Performance condition option plans for the benefit of its executives and some of its employees. However, since 2012, the Company has given preference to performance The stock option plans implemented prior to 2012 include, since shares. Since stock purchase options have a lifespan of eight years, the 2009, in addition to a service condition, a performance condition for options that were allocated will be exercisable until 2020. the members of the Executive Board (100% of their allocation) and for the other members of the Executive Committee (50% of their Beneficiaries of allocations allocation). The exercise price for the stock purchase options has not been discounted. The beneficiaries of these plans are executives, whose allocations are The performance condition is based on the performance of the made in accordance with executive corporate officer compensation Klépierre share relative to the EPRA Eurozone index (Code no. EPEU) policy, and other particularly dedicated Group employees, whose for the first four years of the plan. loyalty it is necessary to encourage. As a result, the list of beneficiaries changes every year, as does the number of shares allocated to each The performance condition is measured on four occasions (once at beneficiary. the end of each of the first four years of the plan). Each measurement taken affects a quarter of the stock purchase options in question. Allocation by the Supervisory Board > If Klépierre share performance is lower than the index’s by These allocations are made pursuant to the AFEP-MEDEF 20% or more, the corresponding stock purchase options lapse recommendations and occur every year during the same calendar automatically. periods. The calendar period was changed in 2015 in order to take > Should the Klépierre share underperform by between 0% and into account the new number of employees resulting from the merger 20%, the exercise price of the stock purchase options increases with the Corio Group and has remained unchanged since that time. proportionally from 5% to 20%. Cap in the number of performance shares offered > Should the Klépierre share outperform the index, all stock purchase options are allocated, and the exercise price remains the same. Pursuant to the AFEP-MEDEF Code, the Supervisory Board defines All of these measurements were performed for each of the three plans the maximum percentage of performance shares that can be allocated in effect, and the stock purchase option exercise prices for the various to the members of the Executive Board (currently 0.2% of the share plans are listed in Table 8 on page 272. capital over a period of 38 months from the General Meeting of Shareholders of April 19, 2016, and this percentage is part of the overall percentage of 0.5% of the share capital authorized by that General Service condition Meeting of Shareholders over the same period). The exercise of stock purchase options is allowed only for beneficiaries The number of performance shares allocated individually to still with the Company at that date, barring exceptional cases of members of the Executive Board must be previously approved by maintenance of rights as described in the rules for the relevant plan. the Supervisory Board after recommendation by the Nomination and Compensation Committee, and it is determined with regard to the corporate executive officer’s total annual compensation. No hedging arrangements In accordance with the AFEP-MEDEF Code, the members of the Executive Board have not made any hedging arrangement with regard to the options and performance shares granted to executive corporate officers. KLÉPIERRE 2017 REGISTRATION DOCUMENT 271

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6Share capital and shareholding Number of stock purchase options allocated 2010 Plan for each plan in force On June 21, 2010, the Executive Board adopted a plan to offer 493,000 stock purchase options to 170 beneficiaries, some of whom 2009 Plan were subject (see above) to performance conditions (2010 Plan). On April 6, 2009, the Executive Board adopted a plan to offer 2011 Plan 481,000 stock purchase options to 162 beneficiaries, some of whom were subject (see above) to performance conditions (2009 Plan). On May 27, 2011, the Executive Board adopted a plan to offer 606,000 stock purchase options to 211 beneficiaries, some of whom were subject (see above) to performance conditions (2011 Plan). 3 TABLE 8 – AMF/AFEP-MEDEF CODE RECOMMENDATIONS – HISTORICAL DATA OF STOCK SUBSCRIPTION OR PURCHASE OPTIONS GRANTED – INFORMATION ON STOCK PURCHASE OPTIONS 2009 Plan 2010 Plan 2011 Plan Without With Without With Without With performance performance performance performance performance performance conditions conditions conditions conditions conditions conditions Executive Board meeting date April 6, 2009 April 6, 2009 June 21, 2010 June 21, 2010 May 27, 2011 May 27, 2011 Total number of shares that may be subscribed or 377,750 103,250 403,000 90,000 492,000 114,000 purchased o/w shares that may be subscribed or purchased by – 65,000 – 65,000 – 78,000 corporate officers Jean-Marc Jestin – – – – – – Jean-Michel Gault – 30,000 – 30,000 – 36,000 Start date for exercising options April 6, 2013 April 6, 2013 June 21, 2014 June 21, 2014 May 27, 2015 May 27, 2015 Expiration date April 5, 2017 April 5, 2017 June 20, 2018 June 20, 2018 May 26, 2019 May 26, 2019 (a) €22.60 Between €22.31 Between €27.94 Between Subscription or purchase price €22.60 and €22.31 and €27.94 and (b) (b) (b) €27.12 €26.77 €30.73 Exercise conditions (for plans that contain more See above See above See above See above See above See above (c) than one tranche) Number of shares subscribed at December 31, 2017 324,250 92,938 292,375 58,300 195,924 28,500 Total number of stock subscription or purchase 53,500 10,312 69,000 0 124,500 6,000 options canceled or lapsed Stock subscription or purchase options outstanding 0 0 41,625 31,700 171,576 79,500 at the fiscal year-end (a) The purchase price corresponds to the round off average of the first prices rated at the 20 trading days preceding the date of allotment. (b) The purchase price varies depending on the performance of the Klépierre share versus the EPRA Eurozone Index. At each measure, if the performance of the Klépierre share is 20 points lower or more than that of the index, the corresponding options will automatically lapse and it will no longer be possible to exercise them. (c) The lock-up period for the options granted was set at four years with effect from the date of allotment and their life at eight years. 3 TABLE 8 BIS – AMF/AFEP-MEDEF CODE RECOMMENDATIONS – OPTIONS TO SUBSCRIBE OR PURCHASE SHARES GRANTED TO THE TOP 10 EMPLOYEES NOT HOLDING CORPORATE OFFICE/OPTIONS VESTED DURING THE YEAR BY THE TOP 10 EMPLOYEES NOT HOLDING CORPORATE OFFICE WHOSE NUMBER OF SHARES BOUGHT IS THE HIGHEST Total number of shares Average granted/Total number of weighted shares bought price 2009 Plan 2010 Plan 2011 Plan Options granted during the fiscal year to the 10 employees who received the highest number of shares in this manner – – – – – Options exercised during the fiscal year by the 10 employees who purchased the highest number of shares in this manner 56,125 25.1 9,000 24,000 23,125 272 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS Share capital and shareholding 6 6.1.3.3 Performance share plans allocated since 2012 Conditions common to all plans adopted prior Overview of plans adopted prior to December 31, 2017 to December 31, 2017 2012 Plan Share vesting period and holding period On October 23, 2012, the Executive Board adopted a plan for > Principle applicable to vesting period: the allocation of shares 260,200 shares for 66 beneficiaries (2012 Plan) representing, on the becomes definitive and delivery is made in the form of Company basis of the Company’s share capital at December 31, 2017, a maximum shares at the end of a vesting period set by the Executive Board. potential dilution of 0.083%, whose main features are as follows: In accordance with the authorization of the General Meeting of > allocation is subject to the performance (for 24 beneficiaries) and Shareholders, the vesting period cannot be less than three years. service (for all beneficiaries) conditions described above; > Principle applicable to the holding period: following the vesting > beneficiaries are subject to either a three-year vesting period period, beneficiaries are required to hold said shares for a period of after which the shares must be held for at least two years (France two years. Where the vesting period for all or part of an allocation Plan), or to a vesting period of four years with no holding period is at least four years, the Executive Board may not impose any (International Plan). holding period for the relevant shares. > Plans established by the Supervisory Board: on the basis of The performance condition of the plan was measured on October 23, the above principles, the Executive Board established “3+2” plans 2015. Under the absolute performance condition (30% of shares), (three-year vesting period and two-year holding period) for French 100% of shares were vested. Under the relative performance condition tax residents and “4+0” plans (four-year vesting period and no (70% of shares), 87.88% of shares were vested. holding period) for those tax residents in other jurisdictions. 2013 Plan Service condition On February 25, 2013, the Executive Board adopted a plan for The vesting of the shares requires the service of the beneficiary within 255,000 shares for 51 beneficiaries (2013 Plan) representing, on the the Group until the end of the vesting period, barring exceptional basis of the Company’s share capital at December 31, 2017, a maximum cases of maintenance of rights under the conditions described in the potential dilution of 0.081%, whose main features are as follows: rules for the relevant plan. > allocation must be subject to the performance and service Should the beneficiary leave before expiration of the term for conditions described above; evaluating the performance share performance criteria, preservation > beneficiaries are subject to either a three-year vesting period of all or part of the profits for the performance shares is subject to after which the shares must be held for at least two years (France the decision of the Supervisory Board and must be substantiated. Plan), or to a vesting period of four years with no holding period With respect to the Executive Board members, the Supervisory Board (International Plan). will only admit a partial lifting of the service condition according to a The performance condition of the plan was measured on February 24, prorata temporis vesting principle. 2016. Under the absolute performance condition (30% of shares), Performance conditions 100% of shares were vested. Under the relative performance condition (70% of shares), 20.32% of shares were vested. Performance conditions are determined by the Executive Board after consultation of the Nomination and Compensation Committee 2014 Plan and the Supervisory Board. They are identical for all beneficiaries of On March 10, 2014, the Executive Board adopted a plan for performance shares. 255,500 shares for 61 beneficiaries (2014 Plan) representing, on the The performance conditions for the various plans are based on the basis of the Company’s share capital at December 31, 2017, a maximum following criteria: potential dilution of 0.081%, whose main features are as follows: > absolute performance of the Klépierre share (total shareholder > allocation must be subject to the performance and service return: change in share price + dividend) – this condition applies conditions described above; to 30% of the shares; > beneficiaries are subject to either a three-year vesting period > performance of the Klépierre share relative to a peer group – this after which the shares must be held for at least two years (France condition applies to 70% of the shares until the 2016 Plan then to Plan), or to a vesting period of four years with no holding period 50% since the 2016 Plan; (International Plan). > applicable since the 2016 Plan, internal performance assessed The performance condition of the plan was measured on March 9, via an operational criterion directly linked to the business of the 2017. Under the absolute performance condition (30% of shares), Company: the average change over three years of net rental 16.11% of shares were vested. Under the relative performance condition income, net of indexation, on a like-for-like basis – this condition (70% of shares), 0% of shares were vested. applies to 20% of the shares until the 2018 Plan. KLÉPIERRE 2017 REGISTRATION DOCUMENT 273

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6Share capital and shareholding 2015 Plans On May 4, 2015, the Executive Board adopted two plans, dated May 4, > beneficiaries are subject to either a three-year vesting period 2015 and July 6, 2015 (2015 Plans) for, respectively, 287,559 shares for after which the shares must be held for at least two years (France 64 beneficiaries and 2,400 shares for two beneficiaries representing, Plan), or to a vesting period of four years with no holding period on the basis of the Company’s share capital at December 31, 2017, a (International Plan); maximum potential dilution of 0.092%, whose main features are as > performance grid: follows: > allocation must be subject to the performance and service conditions described above; Absolute performance: 30% weighting Relative performance: 70% weighting Performance % of shares delivered Performance % of shares delivered ≤ 16.5% 0% Index -1% 0% 20% 33.3% Index 33.3% 22.5% 50% Index +1% 50% 25% 66.70% Index +2% 66.7% 27.5% 83.30% Index +3% 100% ≤ 30% 100% If the result obtained is between two thresholds, the number of performance shares vested is calculated by linear interpolation. 2016 Plan On May 2, 2016, the Executive Board adopted a plan for 324,500 shares > beneficiaries are subject to either a three-year vesting period for 107 beneficiaries (2016 Plan) representing, on the basis of the after which the shares must be held for at least two years (France Company’s share capital at December 31, 2017, a maximum potential Plan), or to a vesting period of four years with no holding period dilution of 0.10%, whose main features are as follows: (International Plan); > allocation must be subject to the performance and service > performance grid: conditions described above; Absolute performance: 30% weighting Relative performance: 50% weighting Internal performance: 20% weighting Performance % of shares delivered Performance % of shares delivered Performance % of shares delivered ≤ 16.5% 0% Index -1% 0% >1% 0% 20% 33.3% Index 33.3% 1% 30% 22.5% 50% Index +1% 50% ≥3% 100% 25% 66.70% Index +2% 66.7% 27.5% 83.30% Index +3% 100% ≥ 30% 100% If the result obtained is between two thresholds, the number of performance shares vested is calculated by linear interpolation. 2017 Plan On April 18, 2017, the Executive Board adopted a plan for > beneficiaries are subject to either a three-year vesting period 310,900 shares for 116 beneficiaries (2017 Plan) representing, on the after which the shares must be held for at least two years (France basis of the Company’s share capital at December 31, 2017, a maximum Plan), or to a vesting period of four years with no holding period potential dilution of 0.09%, whose main features are as follows: (International Plan); > allocation must be subject to the performance and service > performance grid: conditions described above; Absolute performance: 30% weighting Relative performance: 50% weighting Internal performance: 20% weighting Performance % of shares delivered Performance % of shares delivered Performance % of shares delivered ≤ 16.5% 0% Index -1% 0% >1% 0% 20% 33.3% Index 33.3% 1% 30% 22.5% 50% Index +1% 50% ≥3% 100% 25% 66.70% Index +2% 66.7% 27.5% 83.30% Index +3% 100% ≤ 30% 100% If the result obtained is between two thresholds, the number of performance shares vested is calculated by linear interpolation. 274 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS Share capital and shareholding 6 3 TABLE 9 – AMF/AFEP-MEDEF CODE RECOMMENDATIONS – HISTORICAL DATA OF BONUS SHARES GRANTED – INFORMATION ON PERFORMANCE SHARES 2013 Plan 2014 Plan 2015 Plan 2016 Plan 2017 Plan Executive Board 02/25/2013 03/10/2014 05/04/2015 05/02/2016 04/18/2017 meeting date Total number 255,000 255,500 289,959 324,500 310,900 of performance shares granted o/w allotted to corporate officers > Jean-Marc Jestin 30,000 25,000 32,353 30,000 35,000 > Jean-Michel Gault 30,000 25,000 32,353 30,000 30,000 Vesting date France Plan: France Plan: France Plan: France Plan: France Plan: 02/25/2016 03/10/2017 05/04/2018 05/02/2019 04/18/2020 International Plan: International Plan: International Plan: International Plan: International Plan: 02/25/2017 03/10/2018 05/04/2019 05/02/2020 04/18/2021 End of holding period France Plan: France Plan: France Plan: France Plan: France Plan: 02/25/2018 03/10/2019 05/04/2020 05/02/2021 04/18/2022 International Plan: International Plan: International Plan: International Plan: International Plan: 02/25/2017 03/10/2018 05/04/2019 05/02/2020 04/18/2021 Performance condition Performance conditions Performance conditions Performance conditions Performance conditions Performance conditions assessed based on two assessed based on two assessed based on two assessed based on assessed based on criteria: criteria: criteria: three criteria: three criteria: > Total Shareholder > TSR of the > TSR of the > TSR of the > TSR of the Return (TSR) Klépierre share; Klépierre share; Klépierre share; Klépierre share; on the Klépierre > performance of the > performance of the > performance of the > performance of the shares; Klépierre shares Klépierre shares Klépierre shares Klépierre shares > performance of the relative to the FTSE relative to the FTSE relative to the FTSE relative to the FTSE Klépierre shares EPRA Eurozone EPRA Eurozone EPRA Eurozone EPRA Eurozone relative to the FTSE Index. Index. Index; Index; EPRA Eurozone > internal > internal Index. performance performance assessed via the assessed via the average change average change over three years of over three years of net rental income, net rental income, net of indexation, net of indexation, on a like-for-like on a like-for-like basis. basis. Number of shares vested 108,334 9,935 0 0 0 at 12/31/2017 Total number of shares 146,666 243,833 23,500 21,500 10,000 canceled or lapsed Shares outstanding 0 1,732 266,459 303,000 300,900 at the fiscal year-end KLÉPIERRE 2017 REGISTRATION DOCUMENT 275

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6Share capital and shareholding 6.1.4 Significant contracts 6.1.4.1 Significant financing contracts Year 2016 Year 2017 Credit facility agreement of January 14, 2016 Credit facility agreement of May 1, 2017 > Purpose: credit facility agreement of up to €350 million. > Purpose: credit facility agreement of up to €100 million. > Lenders: BECM, BNP Paribas, ING, Société Générale. > Lender: ABN AMRO. > Terms of repayment: in full at maturity on January 14, 2021. > Terms of repayment: in full at maturity on May 1, 2022 in the > Interest: interest is indexed to three-month Euribor, plus a fixed absence of the exercise of the two extension options of one year margin and a utilization fee. each. > Interest: interest is indexed to three-month Euribor, plus a fixed Mortgage loan agreement of June 23, 2016 margin and a utilization fee. (Massalia Shopping Mall) > Purpose: credit facility agreement of up to €133.5 million. Credit facility agreement of May 5, 2017 > Lenders: La Banque Postale, Crédit Agricole Alpes Provence, Crédit > Purpose: credit facility agreement of up to €100 million. Agricole Corporate and Investment Bank, BNP Paribas. > Lender: HSBC. > Terms of repayment: €3 million on September 30, 2018 (VAT > Terms of repayment: in full at maturity on May 5, 2022. credit), then €130.5 million at maturity on June 23, 2026. > Interest: interest is indexed to three-month Euribor, plus a fixed > Interest: interest is indexed to three-month Euribor plus a fixed margin and a utilization fee. margin. Renegotiation of credit facility agreement on April 28, 2017 Credit facility agreement of July 25, 2016 > Purpose: renegotiation of credit facility agreement of up to > Purpose: credit facility agreement of up to €100 million. €75 million. > Lender: Mizuho Bank Limited (Paris branch). > Lender: Société Générale. > Terms of repayment: in full at maturity on July 25, 2021. > Terms of repayment: in full at maturity on April 28, 2022. > Interest: interest is indexed to three-month Euribor, plus a fixed > Interest: interest is indexed to three-month Euribor, plus a fixed margin and a utilization fee. margin and a utilization fee. Update of the “Euro Medium Term Notes” issue program Renegotiation of credit facility agreement on May 9, 2017 > Purpose: determination of a legal framework to allow the rapid > Purpose: credit facility agreement of up to €100 million. issue of a great variety of bonds. > Lender: Royal Bank of Scotland. > Maximum amount: €7 billion. > Terms of repayment: in full at maturity on May 9, 2022 in the > Place of listing: Paris. absence of the exercise of the two extension options of one year > Governing Law: French. each. > Dealers: BNP Paribas, Banca IMI, Barclays, BBVA, Crédit Agricole > Interest: interest is indexed to three-month Euribor, plus a fixed CIB, CM-CIC Securities, Deutsche Bank, Den Norske Bank, margin and a utilization fee. Goldman Sachs, HSBC, ING, JP Morgan, Merrill Lynch, Morgan Update of the “Euro Medium Term Notes” issue program Stanley, Natixis, RBS, Société Générale, UBS, Oddo. > Program rating: A-. > Purpose: determination of a legal framework to allow the rapid issue of a great variety of bonds. Several euro-denominated fixed-rate issues of varying maturities > Maximum amount: €7 billion. (10 to 15 years) totaling €1.1 billion were launched in 2016 under this program. > Place of listing: Paris. > Governing Law: French. 276 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS Share capital and shareholding 6 > Dealers: ABN Amro, BNP Paribas, Banca IMI, Barclays, BBVA, BofA > Purpose: sale of property. Merrill Lynch, Crédit Agricole CIB, Citigroup, CM-CIC Securities, > Amount: share price calculated on the basis of the value of an Deutsche Bank, DnB NOR Markets, Goldman Sachs International, asset at NOK 1.928 billion (around €212.9 million, exchange rate as HSBC, ING, JP Morgan, Mediobanca, Mizuho Securities, Morgan of November 30, 2016). Stanley, Natixis, NatWest Markets, Société Générale, UBS Investment Bank, Oddo. Year 2017 > Program rating: A-. Several euro-denominated fixed-rate issues of varying maturities Purchase of Nueva Condomina (10 to 15 years) totaling €1.1 billion were launched in 2017 under this Date of agreement: May 22, 2017 program. > Parties: Klépierre and BNP. 6.1.4.2 Material contracts – Investments > Purpose: Purchase of SC Nueva Condomina. and disposals > Amount: €124,100,000. Only transactions exceeding €100,000,000 are included in this section. 6.1.4.3 Related-party agreements Year 2016 Completion by the Supervisory Board of the annual examination of agreements authorized pursuant to Article L. 225-86 of the French Commercial Code which continued to be performed during fiscal Sale of 100% of the shares in the companies that own the year 2017. Torp shopping center (Sweden) In the context of their annual examination of related-party agreements, Date of agreement: November 7, 2016 the members of the Supervisory Board have reviewed the agreements previously authorized which continued to be performed during fiscal > Parties: Steen & Strøm Holding AB (seller) and Thon Retail year 2017. Properties AB (buyer). The Supervisory Board observed that at its meeting of September 25, > Purpose: sale of property. 2017, it had authorized the amendment of the three loans which had > Amount: share price calculated on the basis of the value of an been granted to Storm Holding Norway AS as follows: asset at SEK 1.285 billion (around €131.5 million, exchange rate as > maturity date of the loans: note that these loans have a maturity of November 30, 2016). period of 15 years, as from their signing; Sale of 100% of the shares in Asane Storsenter DA > and that, considering the insertion of this note, it had been decided (Norway), owner of the Asane Center shopping center that these three loans now constitute standard agreements made under normal market conditions. Date of agreement: November 7, 2016 Accordingly, at its annual review of the related-party agreements, > Parties: Steen & Strøm AS (49,9%) and Nordea Liv Norge As (50.1%) the Supervisory Board renewed the analysis that it made on (sellers) and Olav Thon Eiendomsselskap ASA and Gardermoen September 25, 2017, thus confirming that the three loans mentioned Park AS (buyers). above are standard agreements made under normal market conditions. 3 RELATED-PARTY AGREEMENTS PREVIOUSLY AUTHORIZED WHICH CONTINUED TO BE PERFORMED IN 2017 Date of the authorization Regulated agreement Parties to the agreement granted by the Supervisory Board Date Purpose October 3, 2008 October 6, 2008 Intra-group loan granted as part of the Steen Nordica Holdco AB and Stichting Depositary APG & Strøm transaction Real Estate Pool assuming the rights of APG Real Estate Pool N.V., the latter itself assuming the rights of Stichting Pensionfonds ABP November 30, 2015 December 18, 2015 Intra-group loan agreement as part of the Oslo Klépierre and APG Strategic Real Estate Pool N.V. Center acquisition (parent companies of the shareholders of Nordica Holdco AB) to Nordica Holdco AB April 19, 2016 April 21, 2016 Designation of Klépierre as tax representative in Simon Property Group, Simon KP I S.à.r.l. and France of Simon KP I S.à.r.l. and Simon KP II S.à.r.l., Simon KP II S.à.r.l with a guarantee payable on first demand and for an unlimited amount in favor of Klépierre granted by Simon Property Group KLÉPIERRE 2017 REGISTRATION DOCUMENT 277

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6Share capital and shareholding 3 RELATED-PARTY AGREEMENTS AUTHORIZED IN 2017 Date of the authorization Related-party agreement Parties to the agreement granted by the Supervisory Board Date Purpose February 2, 2017 February 2, 2017 Arrangement of a severance payment mechanism Jean-Marc Jestin in the event of forced departure of Jean-Marc Jestin from Klépierre October 19, 2017 November 21, 2017 Amendment of the currently suspended work Jean-Michel Gault contract of Jean-Michel Gault in order to (i) insert in the contract his decision not to solicit any severance payment exceeding two years of the last fixed and variable compensation received as a member of the Executive Board (including under the termination of his employment contract) and (ii) to set up an extra-legal severance payment mechanism in case of the forced departure of Jean-Michel Gault. These amendments will allow Klépierre to comply with investor expectations and with the AFEP-MEDEF Code, by capping the amount of severance payments that may be due (including under the employment contract) to two years of the gross annual compensation. Such mechanism is described in section 6.2.1, pages 282 and 283 of the 2017 registration document and will be submitted to the vote of the General Meeting to be held on April 24, 2018 (commitments referred to in Article L. 225-90-1 of the French Commercial Code) December 14, 2017 December 28, 2017 Acquisition by Klépierre of 100% of the capital Klépierre – Klécar Foncier Iberica SL, a subsidiary that of Klécar Foncier Espana SL (a Klécar Europe is 0.36% owned by Klépierre and 99.64% by Klécar Sud subsidiary), which holds the Spanish assets Europe Sud, which is owned by Klépierre (83%) and of Meridiano and Oviedo for a price equal to the CNP (17%) NAV of the company holding said assets and calculated on the basis of a maximum asset value of €195.3 million (excluding duties, taxes and expenses) 278 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS Share capital and shareholding 6 6.1.5 Statutory Auditors’ report on related party agreements and commitments This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Annual General Meeting, In addition, it is specified that, having regard to the automatic In our capacity as Statutory Auditors of your Company, we hereby reactivation of Mr. Jean-Michel GAULT’s employment contract in the report to you on related party agreements and commitments. event of termination of his functions as a corporate officer, he may, in certain circumstances, ask to have his salaried functions terminated The terms of our engagement require us to communicate to you, based within six months of the date of termination of his corporate office. on information provided to us, the principal terms and conditions of those agreements and commitments brought to our attention or which Terms and conditions we may have discovered during the course of our audit, as well as the This non-contractual payment would be subject to the achievement of reasons justifying why they benefit the Company, without expressing performance conditions identical to those applicable to Mr. Jean-Marc an opinion on their usefulness and appropriateness or identifying such JESTIN (Chairman of the Executive Board), and would only be made other agreements and commitments, if any. It is your responsibility, in the event that: pursuant to Article R. 225-58 of the French Commercial Code (Code de commerce), to assess the interest involved in respect of the > in at least two of the three full fiscal years preceding the year of conclusion of these agreements and commitments for the purpose termination of his term of office, Mr. Jean-Michel GAULT received of approving them. or was entitled to receive global variable annual remuneration (that Our role is also to provide you with the information provided for is to say quantitative and qualitative) representing a sum equal in Article R. 225-58 of the French Commercial Code (Code de to at least 90% of his fixed remuneration (the maximum being Commerce) in respect of the performance of the agreements and 130%); and commitments, already authorized by the Annual General Meeting and > the quantitative part of the variable annual representation would having continuing effect during the year, if any. have to be paid, as a minimum, in an amount equal to the target We conducted our procedures in accordance with the professional in the two fiscal years taken into account for the purposes of guidelines of the French Institute of Statutory Auditors (Compagnie consideration of the foregoing condition. nationale des commissaires aux comptes) relating to this engagement. In any event, the amount of the additional termination fee would be These guidelines require that we verify the consistency of the limited to two years of his last fixed and variable annual compensation information provided to us with the relevant source documents. received as a member of the Executive Board (less any amount paid in respect of the legal or contractual compensation to which Mr. Jean- Agreements and commitments submitted Michel GAULT might otherwise be entitled). for approval to the Annual General Meeting Reasons justifying why the Company benefits Agreements and commitments authorized from this agreement during the year Your Supervisory Board gave the following reasons: Pursuant to Article L. 225-88 of the French Commercial Code, the > Your Supervisory Board considers that it is in the interest of following agreements and commitments, previously authorized by Klépierre to proceed with the amendment of Mr. Jean-Michel your Supervisory Board, have been brought to our attention. GAULT’s employment contract, which was currently suspended, in order (i) to record the waiver on his right to claim any 1. With Mr. Jean-Michel GAULT, Executive Board member severance payment higher than two years of his latest fixed and variable annual compensation as Executive Board member Nature and purpose (including as a consequence of the termination of his employment Your Supervisory Board, held on October 19, 2017, on the recommen- agreement) and (ii) to put an additional termination fee in place dation of the Nomination and Compensation Committee (Comité in the event of the forced departure of Mr. Jean-Michel GAULT. des nominations et des rémunérations), decided to amend the These amendments would allow Klépierre to comply with the employment contract of Mr. Jean-Michel GAULT, which was currently expectations of investors and with the Afep-Medef Code, by suspended, to include: capping the amount of the severance payments liable to be due (including in respect of the employment contract) to two years of > a waiver on his right to claim any severance payment higher than gross annual remuneration. 2 years of his latest fixed and variable annual compensation as Executive Board member (including as a consequence of the 2. With Klécar Europe Sud, in which Klépierre termination of his employment agreement); and holds an 83% stake > the principle of an additional termination fee in case of forced Nature and purpose departure from the Group (that is to say, in the event of his revocation as member of the Executive Board and the subsequent Your Supervisory Board, held on December 14, 2017, authorized the termination of his employment contract within one year thereafter acquisition of the entire share capital of Klécar Foncier España SL, a upon Klépierre’s initiative). For the avoidance of doubt, the subsidiary of Klécar Foncier Iberica SL, itself owned by Klécar Europe following would not constitute a forced departure: non-renewal Sud. Klécar Foncier España SL owned the Spanish Meridiano and of his office as a member of the Executive Board, departure due Oviedo assets. to gross or willful misconduct, resignation, or in the event that Mr. Jean-Michel GAULT is entitled to receive full retirement Terms and conditions benefits within six months after termination of his functions or The acquisition of Klécar Foncier España SL by Klépierre is authorized keeps some other functions within the Klépierre Groupe. at a price equal to the NAV of the Company, calculated on the basis of an asset value of €197,21 million (including duties), €191,4 million of which for Meridiano. KLÉPIERRE 2017 REGISTRATION DOCUMENT 279

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6Share capital and shareholding Reasons justifying why the Company benefits In accordance with the Afep-Medef Code, no termination benefits will from this agreement be owed if the beneficiary has the possibility of receiving retirement benefits under a supplementary pension plan, within six months after Your Supervisory Board gave the following reasons:. termination of his functions. > The Supervisory Board considered that it was in the interest of 2. With Nordica Holdco AB, in which the Klépierre Group Klépierre to authorize the acquisition of Klécar Foncier España SL in order to arrange for that company to enter the Socimi regime, indirectly holds a 56.1% stake which among other things required the company to be wholly Agreement no 1 owned. agreements and commitments previously approved Nature and purpose by the Annual General Meeting On October 3, 2008, your Supervisory Board approved the granting of an open-ended inter-group loan to Nordica Holdco AB bearing Pursuant to Article R. 225-57 of the French Commercial Code (Code annual fixed interest of 6.5%. The interest rate was reduced to 4.7% de commerce), we have been informed that the performance of the as of January 1, 2014, in accordance with the interest rate adjustment following agreements and commitments, previously approved by the mechanism stipulated in the agreement. Annual General Meeting during previous fiscal years, continued during Terms and conditions the year. This loan was granted on October 6, 2008. As at December 31, 2017, 1. With Mr. Jean-Marc Jestin, Chairman of the loan balance totaled €68,952,563.08 and the interest recorded in the Executive Board respect of the fiscal year amounted to €3,565,701.83. Nature and purpose Agreement no 2 Establishment of a compensatory mechanism in the event of Nature and purpose Mr. Jean-Marc JESTIN’s forced departure from Klépierre. On November 30, 2015, your Supervisory Board authorized an Terms and conditions open-ended intercompany loan, granted by your Company and APG Strategic Real Estate Pool NV to Nordica Holdco AB and bearing The amount of termination benefits that would be paid to Mr. Jean- annual fixed interest of 3.2%. This interest rate will be adjusted starting Marc JESTIN will be calculated progressively, based on his seniority as from the fifth anniversary date of the signature of the contract. corporate officer of your Company. The initial amount is equal to one year of annual remuneration, calculated by reference to the last fixed Terms and conditions and variable remuneration paid on the termination date. This initial This loan was granted on December 18, 2015. As at December 31, 2017, amount will increase on a straight-line basis based on Mr. Jean-Marc the loan balance totaled €19,196,911.77 and the interest recorded in the JESTIN’s seniority as a corporate officer of your Company, at the rate respect of the fiscal year amounted to €636,963.85. of one month per year of additional seniority starting from January 1, 2017. In any event, the amount of termination benefits which would 3. With Simon Property Group, shareholder holding more be paid to Mr. Jean-Marc JESTIN in the event of forced departure than 10% of the voting rights of your Company through may not exceed twice his annual gross remuneration (including fixed and variable remuneration) received in respect of his corporate office Simon KP I SARL and Simon KP II SARL during the last twelve months, Moreover, with respect to performance conditions, termination benefits Nature and purpose may only be paid if: Your Supervisory Board, on April 19, 2016, appointed your Company > Mr. Jean-Marc JESTIN received or was entitled to receive, during as the tax representative of Simon KP I SARL and Simon KP II SARL. at least two of the last three fiscal years preceding the year in Terms and conditions which his corporate office terminates, annual overall variable remuneration (i.e., quantitative and qualitative) representing The tax representative ended on May 12, 2017. In accepting this role an amount equal to at least 90% of his fixed remuneration (the as tax representative, your Company did not incur or bear any costs. maximum being 130%); and > the quantitative part of the annual variable remuneration has been paid in an amount equal, at the very least, to the objectives set during the last two fiscal years taken into consideration in the previous condition. Paris-La Défense and Neuilly-sur-Seine, March 7, 2018 The Statutory Auditors Deloitte & Associés Ernst & Young Audit Joël ASSAYAH José-Luis GARCIA Bernard HELLER 280 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS General Meeting of Shareholders 6 6.2 General Meeting of Shareholders 6.2.1 Report of the Executive Board to the Ordinary and Extraordinary General Meeting Dear Shareholders, We have called this Ordinary and Extraordinary General Meeting to > Appointment of Robert Fowlds as member of Supervisory Board. submit the following draft resolutions for your approval: > Approval of the element of compensation paid or granted to Jean- > Approval of the annual financial statements for the fiscal year Marc Jestin for the fiscal year ended December 31, 2017. ended December 31, 2017. > Approval of the elements of compensation paid or granted to > Approval of the consolidated financial statements for the fiscal Jean-Michel Gault for the fiscal year ended December 31, 2017. year ended December 31, 2017. > Approval of the compensation policy for members of the > Appropriation of the profit for the fiscal year ended December 31, Supervisory Board. 2017 distribution of €1.96 per share by means of distribution of > Approval of the compensation policy for Chairman of the Executive distributable earnings, reserves and merger gains. Board. > Approval of the transactions and agreements referred to in Article > Approval of the compensation policy for members of the Executive L. 225-86 of the French Commercial Code. Board. > Approval of the commitments referred to in Articles L. 225-86 and > Delegation of authority to the Executive Board, for a period of L. 225-90-1 of the French Commercial Code in relation to Jean- 18 months, to trade in the Company’s shares. Michel Gault. > Renewal of David Simon’s term of office as a member of the > Delegation of authority to the Executive Board, for a period of Supervisory Board. 26 months, to reduce the share capital by canceling treasury shares. > Renewal of John Carrafiell’s term of office as a member of the > Powers for formalities. Supervisory Board. > Renewal of Steven Fivel term of office as a member of the Supervisory Board. KLÉPIERRE 2017 REGISTRATION DOCUMENT 281

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6General Meeting of Shareholders Resolutions to be submitted to the Ordinary Shareholders’ Meeting Resolutions 1 and 2 – Approval of the parent 2017. The General Meeting is reminded that only the following new company and consolidated annual financial agreements, which have been duly authorized by the Supervisory statements Board in accordance with Article L. 225-68 of the French Commercial Code, and which were concluded during the last fiscal year, are Having regard to the management report of the Executive Board and submitted to this Meeting: the reports of the Statutory Auditors, the General Meeting is asked to > With Klécar Europe Sud: approve the parent company financial statements for fiscal year 2017, showing a profit of €269,749,179.69, and the consolidated financial — Klécar Europe Sud is now 83%-owned by Klépierre and statements for fiscal year 2017, showing a result of €1,497,787,389.86. 17%-owned by CNP. This company had been used as a vehicle The General Meeting is also asked to record that the parent company to purchase Spanish and Greek Carrefour shopping centers in financial statements for the fiscal year ended December 31, 2017 2000. In 2014, most of the Spanish shopping centers owned by do not report any non-deductible expense or charge as defined in Klécar Europe Sud were sold to Carmila. Article 39-4 of the French General Tax Code. — Currently, Klécar Europe Sud owns only six assets totaling Details of the parent company and consolidated financial statements €215.3 million (gross asset value as of December 2017), appear in Klépierre’s 2017 registration document filed with the French including the Méridiano center located close to Tenerife in Financial Markets Authority, which is available on Klépierre’s website. Spain. Likewise, the Statutory Auditors’ Report on those financial statements — The related-party agreement pertains to Klépierre’s direct and the Management Report of the Executive Board appear in purchase of the company that owns the Meridiano center Klépierre’s 2017 registration document. (in which Klépierre already holds indirectly an 83% stake) for €195,300,000, which corresponds to market value. We propose that you approve Resolution 1 and Resolution 2 — This transaction is in Klépierre’s corporate interest as it enables presented to you. Klépierre to request SOCIMI tax status (the Spanish equivalent of SIIC tax status) and take advantage of tax rules that are more Resolution 3 – Appropriation of the profit for fiscal conducive to increasing the organization’s dividends. year 2017 and setting the dividend — In the wake of this transaction, Klépierre is expected to acquire The results for fiscal year 2017 represent distributable earnings of all of CNP’s stake in the shares owned by Klécar Europe Sud. €269,749,179.69 and retained earnings of €104,971,191.82 for a total of > With Jean-Michel Gault: €374,720,371.51 in distributable earnings. — In a press release published by Klépierre on April 3, 2017, the It is proposed to appropriate the entirety of these distributable Company reminded readers that Jean-Michel Gault did not earnings and to charge €168,054,580.11 to the “Other reserves” line receive any severance pay for his term of office, and that his item and €73,362,931.86 to the “Merger gains” line items and pay a employment contract, which was suspended in July 2016, dividend of €1.96 per share. does not entitle him to receive any severance pay other than If the General Meeting accepts this appropriation, shareholders will compensation due under applicable laws and the collective receive, for each Klépierre share owned: bargaining agreement. In the same press release, the Company specified that “the Nomination and Compensation Committee > €0.68 charged to earnings exempt from corporate income tax and the Supervisory Board will be reassessing Jean-Michel (dividend paid under the French real estate investment trust Gault’s situation regarding potential severance pay in 2017”. (“SIIC”) tax rules); Klépierre carefully analyzed Jean-Michel Gault’s situation as > €1.28 charged to earnings subject to corporate income tax. part of this commitment made to shareholders, mentioned In the event of express, irrevocable and global election for taxation at above. After an in-depth review, the Nomination and the progressive income tax rate for all income covered by the flat tax Compensation Committee proposed to revise Jean-Michel («PFU»), the 40% tax abatement under Article 158-3(2) of the French Gault’s current suspended employment contract to include: General Tax Code will apply only to the dividend on earnings subject – a waiver by Jean-Michel Gault to request any compensation to corporate income tax. for more than two years from the last annual fixed and The dividend must be paid within nine months of the fiscal year-end. variable compensation received as a member of the Executive The shares will go ex-dividend on April 26, 2018 and the dividend will Board (including compensation for the termination of his be paid in cash on April 30, 2018. employment contract); and If shares are disposed of between the date of the General Meeting – the principle of non-statutory compensation in the event of and the payment date, the rights to the dividend will vest to the forced departure from the Group (meaning if he is removed shareholder who owns the shares on the day before the date on which from office as a member of the Executive Board and Klépierre the shares go ex-dividend. subsequently terminates his employment contract within the year). The amount of this non-statutory compensation We propose that you approve Resolution 3 presented to you. will be limited to two years from the last annual fixed and variable compensation received as a member of the Executive Resolutions 4 and 5 – Approval of related-party Board (less any amount paid for any legally mandated compensation or compensation due under a collective agreements bargaining agreement that Jean-Michel Gault could have The General Meeting is asked to approve each of the agreements otherwise received). referred to in Article L. 225-86 of the French Commercial Code that was duly authorized by the Supervisory Board during fiscal year 282 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS General Meeting of Shareholders 6 The following events will not qualify as forced departure: non- The Supervisory Board that met on October 19, 2017 found that it renewal of term of office as a member of the Executive Board, was in Klépierre’s interest to revise Jean-Michel Gault’s employment termination due to gross negligence or willful misconduct, contract to enable Klépierre to comply with the expectations of resignation, or the event in which Jean-Michel Gault became investors and the AFEP-MEDEF Code by capping the amount of eligible to claim full retirement benefits within six months of the severance pay to be due (including pay due under the employment termination of his term in office or continued performing other contract) to two years of gross annual compensation. As a result, functions within the Group, in accordance with the AFEP-MEDEF upon a unanimous vote and, in accordance with Articles L. 225-86 and Code. L. 225-90-1 of the French Commercial Code, the Supervisory Board In addition, payment of the non-statutory compensation will authorized the revision of Jean-Michel Gault’s employment contract be subject to achieving performance conditions identical to in accordance with the proposal submitted to the Supervisory Board the conditions applicable to Jean-Marc Jestin, and could only by the Nomination and Compensation Committee. take place if: The fifth resolution requires this amendment to be submitted to the – in at least two of the three full fiscal years preceding the year General Meeting for approval. of termination of his term of office, Jean-Michel Gault received We propose that you approve Resolution 4 and Resolution 5 or is entitled to receive total variable annual compensation presented to you. (that is to say quantitative + qualitative) representing a sum equal to at least 90% of his fixed compensation (the Resolutions 6, 7, 8 and 9 – Terms of office maximum being 130%); and of members of the Supervisory Board – the quantitative part of the variable annual compensation must, at minimum, have been paid in an amount equal to It is proposed that the General Meeting: the target in the two fiscal years taken into account when > renews David Simon’s term of office as a member of the reviewing the previous condition. Supervisory Board for a period of three years; Note that as of the date of this report, the amount of the statutory > renews John Carrafiell’s term of office as a member of the severance pay to which Jean-Michel Gault may be entitled in case Supervisory Board for a period of three years; of termination of his employment contract amounts to €551,395, i.e., 7.3 months of his fixed and variable compensation due for fiscal year > renews Steven Fivel’s term of office as a member of the Supervisory 2017. Signing this amendment did not lead to any payment in favor Board for a period of three years; of Jean-Michel Gault. > appoints Robert Fowlds as a member of the Supervisory Board for a period of three years. 1. The Supervisory Board at December 31, 2017 The members of Klépierre’s Supervisory Board have various skills that improve the quality of the Board’s deliberations in the context of the decisions that it is called upon to take. The Supervisory Board currently comprises the following nine members: Date of first End of term Main function Age appointment of office David Simon Chairman of the Board of Directors and Chief Executive Officer of Simon 56 2012 2018 Property Group, Inc. John Carrafiell Founding partner of GreenOak 52 2014 with effect from 2018 January 15, 2015 Jeroen Drost Chief Executive Officer of SHV Holdings NV 56 2014 with effect from 2018 January 15, 2015 Béatrice de Clermont-Tonnerre Director, Southern Europe, Partner Business Solutions at Google 45 2016 2019 Steven Fivel Assistant General Counsel and Assistant Secretary of Simon Property 57 2012 2018 Group, Inc. Stanley Shashoua Senior Vice-President of international Development at Simon Property 47 2015 2020 Group, Inc. Catherine Simoni Former CEO of Carlyle France 53 2012 2020 Rose-Marie Van Lerberghe Senior Advisor of BPI group 71 2012 2019 Florence Von Erb Member of various UN committees. Former Managing Director 58 2016 2020 of Adair Capital Supervisory Board member biographies are shown on pages 219 to 227 of this 2017 Klépierre registration document. KLÉPIERRE 2017 REGISTRATION DOCUMENT 283

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6General Meeting of Shareholders 2. Renewal and appointment proposals Subject to a positive vote from the General Meeting with regard to the As of December 31, 2017, the composition of the Supervisory Board proposed renewals and appointment, it will be noted that among the was balanced and in line with both regulatory requirements as well as nine members comprising the Supervisory Board following the General AFEP-MEDEF Code recommendations. The members of the Board Meeting on April 24, 2018, there will be: are experts in the real estate sector and have complementary skills. > five independent members, representing 55.56% of the members, In addition, they all have in-depth knowledge of Klépierre and its in excess of the minimum proportion of 50% recommended by the operations. AFEP-MEDEF Code; With this in mind, Klépierre’s Nomination and Compensation > four women, accounting for 44.45% of the Board, in excess of the Committee and Supervisory Board are in favor of renewing the terms requirements of the French Commercial Code (40%); of office of Supervisory Board and Committee members David Simon, > five foreign members, with members of US and UK nationalities. John Carrafiell and Steven Fivel for a three-year period that will expire at the end of the Ordinary General Meeting called in 2021 to approve We propose that you approve Resolution 6 through Resolution 9 the financial statements for fiscal year 2020. presented to you. Renewal of David Simon’s term of office Resolutions 10 and 11 – Approval of the elements David Simon has been a member and Chairman of the Supervisory of compensation paid or allocated to members Board since 2012. He also chairs the Investment Committee. His of the Executive Board for fiscal year 2017 knowledge of the real estate sector and his strategic vision are highly valued assets for Klépierre. David Simon does not have any business We request that you hold an a posteriori vote to decide on the amount ties with Klépierre. or value of the elements of compensation paid or allocated during the Subject to the adoption of Resolution 6, the Board plans to renew last fiscal year ended. David Simon as Chairman of the Supervisory Board at the end of the Information relating to the elements of compensation payable Ordinary and Extraordinary General Meeting on April 24, 2018. or allocated to each member of the Executive Board for the fiscal year ended is set out in section 5.2.4.1 (for Jean-Marc Jestin) and Renewal of John Carrafiell’s term of office section 5.2.4.2 (for Jean-Michel Gault). John Carrafiell has been a member of the Supervisory Board since We propose that you approve Resolution 10 and Resolution 11 2014. He is also a member and chairman of the Audit Committee, which presented to you. enables Klépierre to take maximum advantage of his financial expertise. In addition, John Carrafiell is regarded as independent according to the Resolutions 12, 13 and 14 – Compensation policy criteria contained in the AFEP-MEDEF Corporate Governance Code, for corporate officers and he does not have any business ties with Klépierre. Renewal of Steven Fivel’s term of office The law of December 9, 2016 relating to transparency, anti-corruption and modernization of the economy, known as the “Sapin 2” Law, Steven Fivel has been a member of the Supervisory Board since introduced an a priori vote on the compensation policy for the current 2012, having been appointed on a proposal from Simon Property fiscal year applied to members of the Supervisory Board and Executive Group. Steven Fivel is also a member and chair of the Sustainable Board. Development Committee as well as a member of the Investment The Supervisory Board submits for the approval of the General Committee and of the Nomination and Compensation Committee. Meeting the principles and criteria applicable to determining, His diverse expertise (particularly in terms of governance and distributing and allocating the fixed, variable and exceptional items management in the real estate sector) has added a great deal of value comprising the total compensation and benefits of any kind allocated to the work of these committees. Steven Fivel also does not have any to the members of the Supervisory Board and of the Executive business ties with Klépierre. Board in respect of the performance of their office in 2017, and which constitute the compensation policy concerning them. Appointment of Robert Fowlds as a member of the Supervisory Board 1. Compensation policy for members Jeroen Drost’s term of office expires at the end of the General Meeting of the Supervisory Board of April 24, 2018. He chose not to have his term of office renewed. The compensation of members of the Supervisory Board only consists It is proposed to appoint Robert Fowlds, to replace Jeroen Drost, of directors’ fees paid by Klépierre, the maximum amount of which as a member of the Supervisory Board for a period of three years, is voted on by the General Meeting and the distribution of which is expiring at the end of the Ordinary General Meeting called in 2021 to decided upon by the Supervisory Board. The variable portion of the approve the financial statements for fiscal year 2020. This candidate’s directors’ fees is the major portion, pursuant to the AFEP-MEDEF biography will be included in the notice of meeting brochure published Code guidelines. online on Klépierre’s website. Robert Fowlds, whose appointment was Pursuant to Article 17 paragraph 1 of the Company’s bylaws, the proposed by APG, is not considered as independent member. General Meeting sets the amount of the overall budget for directors’ fees allocated to members of the Supervisory Board for their work during the fiscal year. This overall budget was set at €700,000 by the Ordinary and Extraordinary General Meeting of April 19, 2016. This policy is presented in detail in the Supervisory Board’s report on the compensation policy for the Supervisory Board members prepared pursuant to Article L. 225-82-2 of the French Commercial Code, which appears in section 5.2.1.1 of the 2017 Klépierre registration document. 284 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS General Meeting of Shareholders 6 2. Compensation policy for members of the Executive Board Resolution 15 – Authority given to the Company The compensation of each of the members of the Executive Board to buy back its own shares consists of three main elements: It is proposed that the General Meeting renew the authority given > a fixed component, determined on the basis of the responsibilities in 2017 for a further period of 18 months taking effect as from this assumed by each of the members of the Executive Board, which General Meeting, on the understanding that in the event of a public must be sufficiently competitive to attract and retain the best offering made by a third party for the Company’s shares, the Executive talents; Board will not be able to use this power during the offer period without the prior authorization of the General Meeting. > a short-term variable component, intended to tie the members of This authority will enable the Company to buy back or arrange for the the Executive Board to the Group’s short-term performance; and buyback of its shares, for the following purposes: > a long-term component, to align the interests of the beneficiaries > to cancel shares up to a maximum of 10% of the capital per as closely as possible to the interests of the shareholders in order 24-month period; to create long-term value. For information purposes, the respective weighting of each of these > to cover the commitment to deliver shares, for example in the elements for fiscal year 2017 was as follows: context of issues of negotiable securities giving access to the capital or to the allocation of share purchase options or existing Jean-Marc Jestin bonus shares; > to allocate shares to employees; 28% to carry out external growth transactions; Fixed compensation > > to implement a liquidity agreement by an investment services 36% provider acting independently; and Long-term > to retain shares or use them to pay or exchange in the context of incentive a merger, spin-off or asset transfer transaction. These shares may be acquired, sold, exchanged or transferred by 36% any means, on one or more occasions, in particular on the market or Short-term variable over-the-counter, including in whole or in part by acquiring, disposing compensation of, trading or transferring blocks of shares. If necessary, these means shall include the use of any derivatives. The number of the Company’s shares that may be purchased in Jean-Michel Gault this way will be subject to the following Caps: on the date of each buyback, the total number of shares purchased by the Company from 27% the start of the buyback program may not exceed 10% of the shares Fixed compensation comprising the Company’s share capital, and the number of shares that the Company owns at any time may not exceed 10% of the shares comprising the Company’s share capital on the relevant date. 38% The maximum purchase price per share will be €50. As a result, for Long-term incentive informational purposes and based on the Company’s share capital as of December 31, 2017, the total amount allocated to the share buyback program may not exceed €1,571,780,300. 35% 9,761,424 of the Company’s shares have been bought back pursuant Short-term variable to the authority granted by the Company’s General Meeting on compensation April 18, 2017. We propose that you approve Resolution 15 presented to you. This policy is presented in detail in the Supervisory Board’s report on the compensation policy for Supervisory Board members prepared pursuant to Article L. 225-82-2 of the French Commercial Code, which appears in section 5.2.2.1 of the 2017 Klépierre registration document. Pursuant to Article L. 225-100 of the French Commercial Code, the amounts resulting from the application of these principles and criteria will be submitted for the approval of the shareholders at the General Meeting called to approve the financial statements for fiscal year 2018. We propose that you approve Resolution 12 through Resolution 14 presented to you. KLÉPIERRE 2017 REGISTRATION DOCUMENT 285

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6General Meeting of Shareholders Resolution 16 – Delegation of authority to reduce the twenty-four month period preceding such cancellation, including the the share capital by canceling treasury shares shares subject to said cancellation, may not exceed 10% of the shares comprising the Company’s capital on that date. The purpose of this resolution is to authorize the Executive Board, This authority is requested for a period of 26 months and will replace which may sub-delegate under the conditions provided by law, to the authority conferred at the General Meeting held on April 18, 2017. reduce the share capital on one or more occasions by the cancellation No capital reduction transaction was carried out in 2017. of any quantity of treasury shares within the limits authorized by law. The Company may cancel shares that it owns in order to achieve We propose that you approve Resolution 16 presented to you. various financial objectives, such as, for example, to actively manage its capital, to optimize its balance sheet, or to offset dilution resulting Resolution 17 – Powers for formalities from a capital increase. The number of the Company’s shares that may be canceled will be The Executive Board asks for the powers necessary to complete all subject to the Caps indicated below. On the date of each cancellation, the advertising and filing formalities involved in the holding of this the maximum number of shares of the Company canceled during General Meeting. We propose that you approve Resolution 17 presented to you. 6.2.2 Text of the resolutions proposed to the Ordinary and Extraordinary General Meeting Resolutions of the Ordinary General Meeting Resolution 1 Resolution 3 (Approval of the financial statements for the fiscal year ended (Appropriation of profit for the fiscal year ended December 31, 2017) December 31, 2017 and distribution of €1.96 per share by Pursuant to the quorum and majority requirements applicable to means of distribution of distributable earnings, reserves and Ordinary General Meetings, and having considered the reports of the merger gains Executive Board, the Supervisory Board and the Statutory Auditors, Pursuant to the quorum and majority requirements applicable to the General Meeting approves, as presented, the annual financial Ordinary General Meetings, the General Meeting resolves to appropriate statements for the fiscal year ended December 31, 2017 comprising the profit for the fiscal year, amounting to €269,749,179.69, as follows: the balance sheet, income statement and the notes to the financial Profit for the fiscal year +€269,749,179.69 statements, which show a profit of €269,749,179.69. It also approves the transactions reflected in those financial Plus retained earnings +€104,971,191.82 statements or summarized in those reports. It formally notes that the parent company financial statements for Forming distributable earnings of +€374,720,371.51 the fiscal year ended December 31, 2017 do not report expenses and charges that are non-deductible for tax purposes under Article 39-4 Plus a charge of the French General Tax Code and that there was no add-back of > to the Other reserves line item +€168,054,580.11 expenses under Article 39-5 of said Code for the fiscal year. > to the Merger gains line item +€73,362,931.86 Resolution 2 For a total amount to be distributed + €616,137,883.48 (Approval of the consolidated financial statements for the > By way of dividend in respect fiscal year ended December 31, 2017) of exempt activities -€213,762,122.84 Pursuant to the quorum and majority requirements applicable to > By way of dividend in respect of activities Ordinary General Meetings, and having considered the reports of the subject to corporate income tax -€402,375,760.64 Executive Board, the Supervisory Board and the Statutory Auditors, the General Meeting approves, as presented, the annual financial (representing a total dividend statements for the fiscal year ended December 31, 2017 comprising distribution of €1.96 per share) the balance sheet, the income statement and the notes to the financial statements, which show a profit of €1,497,787,389.86. Balance in Retained earnings +€0 It also approves the transactions reflected in those financial statements or summarized in those reports. Balance in Other reserves +€0 Balance in Merger gains +€143,145,450.74 In the event of express, irrevocable and global election to apply the progressive taxation rate to all income subject to the flat tax rate (“PFU”): > the amount of €0.68 per share representing the dividend in respect of income from exempt activities will not be eligible for the 40% tax relief mentioned in Article 158-3-2 of the French General Tax Code; > the balance, namely €1.28 per share, will be eligible for said relief. 286 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS General Meeting of Shareholders 6 In accordance with the provisions of Article L. 225-210 of the French will reduce the distribution deducted from the profit from the exempt Commercial Code, the General Meeting resolves that the amount and taxable activities in the same proportions as indicated above. corresponding to treasury shares owned on the dividend payment The ex-dividend date in respect of the dividend of €1.96 per share date and any amount that the shareholders might have waived will be will be April 26, 2018, and the dividend will be paid in cash on appropriated to the “retained earnings” account. The relevant sums April 30, 2018. In accordance with Article 243 bis of the French General Tax Code, dividends in respect of the last three fiscal years were as follows: Fiscal year Total dividend paid Amount eligible for the tax relief Amount not eligible for the tax (in €) to shareholders Net dividend per share under Article 158-3-2 GTC relief under Article 158-3-2 GTC (a) 0 398,423,693.56 2014 398,423,693.56 1.60 2015 534,405,307.10 1.70 377,227,275.60 157,178,031.50 2016 572,128,034.66 1.82 122,598,864.57 449,529,170.09 (a) The net dividend of €1.60 corresponds first, to the distribution of an interim dividend paid on January 12, 2015 in an amount of €181,518,009.40, or €0.91 per share (out of a total number of shares of €199,470,340 as at December 31, 2014) and secondly, to an additional distribution of €216,905,684.16, or €0.69 per existing share or per share issued as part of the merger with Corio N.V., paid on April 21, 2015 (i.e., a total number of shares of 314,356,063). The General Meeting confers all necessary powers on the Executive Board to determine the overall amount of the dividend and consequently the amount of the balance of distributable earnings to be appropriated to the “retained earnings” account, particularly taking into account the number of shares owned by the Company at the dividend payment date and, where applicable, the number of shares canceled before that date. Resolution 4 Resolution 7 (Approval of the transactions and agreements referred (Renewal of John Carrafiell’s term of office as a member to in Article L. 225-86 of the French Commercial Code) of the Supervisory Board) Pursuant to the quorum and majority requirements applicable to Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, and having noted the special report of the Ordinary General Meetings, the General Meeting, noting that John Statutory Auditors on the agreements referred to in Article L. 225-86 Carrafiell’s term of office as a member of the Supervisory Board expires of the French Commercial Code and relating to the fiscal year ended on the date hereof, renews it for a period of three years expiring at December 31, 2017, the General Meeting approves this report in all the end of the Ordinary General Meeting called in 2021 to approve the its provisions and each of the new agreements mentioned therein, financial statements for fiscal year 2020. in accordance with the provisions of Article L. 225-88 of said Code. John Carrafiell has indicated that he accepted the renewal of his term of office and that he did not exercise any function and was not subject Resolution 5 to any measure that could make him ineligible for office. (Approval of the commitments referred to in Articles L. 225-86 and L. 225-90-1 of the French Commercial Code relating Resolution 8 to Jean-Michel Gault) (Renewal of Steven Fivel’s term of office as a member Pursuant to the quorum and majority requirements applicable to of the Supervisory Board) Ordinary General Meetings, the General Meeting notes that it has Pursuant to the quorum and majority requirements applicable to received the special report provided for by the legal and regulatory Ordinary General Meetings, the General Meeting, noting that Steven provisions in force and referred to in Articles L. 225-86 and L. 225-90-1 Fivel’s term of office as a member of the Supervisory Board expires of the French Commercial Code relating to the commitments made for on the date hereof, renews it for a period of three years expiring at Jean-Michel Gault, member of the Executive Board. the end of the Ordinary General Meeting called in 2021 to approve the It approves those commitments and the report concerning them financial statements for fiscal year 2020. pursuant to Articles L. 225-86 and L. 225-90-1 of the French Steven Fivel has indicated that he accepted the renewal of his term of Commercial Code. office and that he did not exercise any function and was not subject to any measure that could make him ineligible for office. Resolution 6 (Renewal of David Simon’s term of office as a member Resolution 9 of the Supervisory Board) (Appointment of Robert Fowlds as a member Pursuant to the quorum and majority requirements applicable to of the Supervisory Board) Ordinary General Meetings, the General Meeting, noting that David Pursuant to the quorum and majority requirements applicable to Simon’s term of office as a member of the Supervisory Board expires Ordinary General Meetings, the General Meeting has decided to on the date hereof, renews it for a period of three years expiring at appoint Robert Fowlds as a member of the Supervisory Board for the end of the Ordinary General Meeting called in 2021 to approve the a period of three years expiring at the end of the Ordinary General financial statements for fiscal year 2020. Meeting called in 2021 to approve the financial statements for fiscal David Simon has indicated that he accepted the renewal of his term of year 2020. office and that he did not exercise any function and was not subject Robert Fowlds has indicated that he accepted his appointment as a to any measure that could make him ineligible for office. member of the Supervisory Board and that he did not exercise any function and was not subject to any measure that could make him ineligible for office. KLÉPIERRE 2017 REGISTRATION DOCUMENT 287

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6General Meeting of Shareholders Resolution 10 Resolution 15 (Approval of elements of compensation paid or granted (Delegation of authority to the Executive Board, for a period to Jean-Marc Jestin for the fiscal year ended of 18 months, to trade in the Company’s shares) December 31, 2017) Pursuant to the quorum and majority requirements applicable to Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, and having considered the report of the Ordinary General Meetings, and having noted the report provided Executive Board, the General Meeting authorizes the Executive Board, for in Article L. 225-68 of the French Commercial Code, the General which may sub-delegate under the terms and conditions provided by Meeting approves the elements of compensation paid or granted to law and by the Company’s bylaws, in accordance with the provisions Jean-Marc Jestin for the fiscal year ended December 31, 2017. of Articles L. 225-209 et seq. of the French Commercial Code and of Regulation (EU) No. 596/2014 of the European Parliament and of the Resolution 11 Council of April 16, 2014, to purchase or arrange for the purchase of the Company’s shares, particularly in order: (Approval of the elements of compensation paid > to stimulate the secondary market in or liquidity of Klépierre or granted to Jean-Michel Gault for the fiscal year ended shares through an investment services provider in the context of a December 31, 2017) liquidity agreement complying with a Code of Conduct recognized Pursuant to the quorum and majority requirements applicable to by the French Financial Markets Authority (AMF); or Ordinary General Meetings, and having noted the report provided > to hold the shares purchased and to deliver them subsequently (by for in Article L. 225-68 of the French Commercial Code, the General way of exchange, payment or otherwise) as part of an acquisition, Meeting approves the elements of compensation paid or granted to merger, spin-off or asset transfer transaction; or Jean-Michel Gault for the fiscal year ended December 31, 2017. > to allocate bonus shares under the provisions of Articles Resolution 12 L. 225-197-1 et seq. of the French Commercial Code or of any (Approval of the compensation policy for members similar plan; or of the Supervisory Board) > to allocate or transfer shares to employees in relation to employee Pursuant to the quorum and majority requirements applicable to profit-sharing or of the implementation of any employee savings Ordinary General Meetings, and having noted the report prepared in plan under the terms and conditions provided by law, and in accordance with Article L. 225-68 of the French Commercial Code, particular Articles L. 3332-1 et seq. of the French Labor Code, the General Meeting approves the principles and criteria applicable to by transferring shares purchased in advance by the Company in determine, distribute and allocate the fixed, variable and exceptional the context of this resolution or making a provision for a bonus elements comprising the total compensation and benefits of any allocation of those shares by way of a Company contribution in the kind presented in that report and allocated to the members of the form of securities and/or by replacing the discount; or Supervisory Board in respect of the performance of their office. > to implement any Company stock option plan under the provisions of Articles L. 225-177 et seq. of the French Commercial Code or of Resolution 13 any similar plan; or (Approval of the compensation policy for the Chairman > in general, to honor obligations associated with stock option of the Executive Board) programs or other allocations of shares to employees or corporate officers of the issuer or of a related company; or Pursuant to the quorum and majority requirements applicable to > to deliver shares upon the exercise of rights attached to negotiable Ordinary General Meetings, and having noted the report prepared in securities giving access to the share capital by way of repayment, accordance with Article L. 225-68 of the French Commercial Code, conversion, exchange, presentation of a warrant or in any other the General Meeting approves the principles and criteria applicable to way; or determine, distribute and allocate the fixed, variable and exceptional elements comprising the total compensation and benefits of any > to cancel all or part of the securities purchased in this way. kind presented in that report and allocated to the Chairman of the This program is also intended to enable the implementation of any Executive Board in respect of the performance of his office. market practice that might come to be accepted by the French Resolution 14 Financial Markets Authority, and more generally, the completion of any transaction in accordance with the regulations in force. In this event, (Approval of the compensation policy for members the Company will inform its shareholders by way of a press release. of the Executive Board) Purchases of the Company’s shares may relate to a number of shares Pursuant to the quorum and majority requirements applicable to such that: Ordinary General Meetings, and having noted the report prepared in > on the date of each purchase, the total number of shares accordance with Article L. 225-68 of the French Commercial Code, purchased by the Company since the start of the buyback program the General Meeting approves the principles and criteria applicable to (including those subject to the said purchase) does not exceed determine, distribute and allocate the fixed, variable and exceptional 10% of the shares comprising the Company’s share capital, this elements comprising the total compensation and benefits of any percentage being applied to the share capital as adjusted to take kind presented in that report and allocated to the members of the account of transactions affecting it after this General Meeting, Executive Board in respect of the performance of their office. namely, for information purposes, as of December 31, 2017, a buyback Cap of 31,435,606 shares, on the understanding (i) that the number of shares purchased by the Company with a view to their holding and subsequent delivery by way of payment or in exchange as part of a merger, spin-off or asset transfer transaction cannot exceed 5% of the share capital; and (ii) that when the shares are purchased to promote liquidity under the conditions 288 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS General Meeting of Shareholders 6 defined by the General Regulation of the French Financial Markets other currency on the same date), excluding purchase expenses. Authority (AMF), the number of shares taken into account in the This maximum price only applies to purchases decided upon after calculation of the 10% limit provided above corresponds to the the date of this Meeting and not to future transactions made pursuant number of shares purchased, after deducting the number of shares to an authority given by a previous General Meeting providing for re-sold during the period of the authorization; purchases of shares after the date of this Meeting. In the event of > the number of shares that the Company may hold at any time transactions affecting the share capital, and in particular share splits whatsoever does not exceed 10% of the shares comprising the or consolidations or the allocation of bonus shares, or of transactions Company’s share capital at the relevant date. affecting shareholders’ equity, the amount indicated above will be adjusted to take account of the impact of the value of such Purchases, sales or transfers of shares may be carried out on one transactions on the value of the shares. or more occasions, at any time within the limits authorized by the For informational purposes, based on the number of shares in the legal and regulatory provisions in force and those provided for in Company’s capital as of December 31, 2017, the total amount allocated this resolution (except during tender offer periods in respect of to the share buyback program authorized above may not exceed the Company’s shares), and by any means, on regulated markets, €1,571,780,300. multi-lateral trading systems, using systematic internalizers or over-the-counter, including by purchasing or selling blocks of The General Meeting confers all necessary powers on the Executive securities (without limiting the proportion of the buyback program Board, which may sub-delegate such powers to implement this that can be carried out in this way), by public tender or exchange authority, to carry out these transactions, to approve the terms and offers, or by using options or other financial futures, or by delivering conditions thereof, to sign any agreements and to complete any shares following the issue of negotiable securities giving access to formalities. the Company’s share capital by converting, exchanging, repaying, With effect from the date hereof, this authority cancels the unused exercising a warrant or in any other way, and whether directly or part of the authority delegated by the fifteenth resolution of the indirectly through an investment services provider. Company’s General Meeting on April 19, 2016, as applicable. It is given The maximum purchase price of the shares under this resolution for a period of 18 months with effect from the date hereof. will be €50 per share (or the exchange value of that amount in any Resolutions of the Extraordinary General Meeting Resolution 16 The General Meeting confers all necessary powers to the Executive (Delegation of authority to the Executive Board, for a period Board, which may sub-delegate them under the conditions provided of 26 months, to reduce the share capital by canceling treasury by law and by the Company’s bylaws, to charge the difference between shares) the book value of the shares canceled and their par value to any reserve or premium accounts, to approve the terms and conditions Pursuant to the quorum and majority requirements applicable to of cancellation of the shares, to complete any capital cancellation Extraordinary General Meetings, and having considered the report of and reduction transaction or transactions that might be carried out the Executive Board and the special report of the Statutory Auditors, pursuant to this authority, to make the consequential amendments to the General Meeting authorizes the Executive Board to reduce the the bylaws, to make any declarations to the French Financial Markets share capital, on one or more occasions, in such proportions and at Authority, and to complete any formalities. such times as it shall decide, by canceling any quantity of treasury With effect from the date hereof, this authority cancels the unused shares that it shall decide within the limits authorized by law, in part of the authority delegated by the sixteenth resolution of the accordance with the provisions of Articles L. 225-209 et seq. of the Company’s General Meeting on April 18, 2017, as applicable. It is given French Commercial Code and L. 225-213 of said Code. for a period of 26 months with effect from the date hereof. On the date of each cancellation, the maximum number of shares canceled by the Company during the 24-month period preceding that Resolution 17 cancellation, including the shares canceled on that occasion, may not exceed ten per cent (10%) of the shares comprising the Company’s (Powers for formalities) capital on that date, namely, for information purposes, at December 31, Pursuant to the quorum and majority requirements applicable to 2017, a maximum of 31,435,606 shares, on the understanding that this Extraordinary General Meetings, the General Meeting confers all limit applies to the amount of the Company’s share capital as adjusted, necessary powers on the holder of an original, copy or extract of the where applicable, to take account of transactions affecting the share minutes of its deliberations to file any documents and carry out any capital after this General Meeting. formalities required by law. KLÉPIERRE 2017 REGISTRATION DOCUMENT 289

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6General Meeting of Shareholders 6.2.3 Report of the Supervisory Board to the Ordinary and Extraordinary General Meeting Approval of the financial statements for the fiscal We have no particular observations to make as regards the Executive year ended December 31, 2017 Board’s report or the parent company and consolidated financial statements for the fiscal year ended December 31, 2017. We therefore Dear Shareholders, invite you to approve these parent company and consolidated Pursuant to the provisions of Article L. 225-68 of the French financial statements for the fiscal year ended December 31, 2017 and Commercial Code, we are required to report our observations on the all of the proposed resolutions. financial statements as approved by the Executive Board and on the We wish to thank the Executive Board and all members of staff for Executive Board’s report submitted to you. their hard work and effort in 2017. The Supervisory Board has been kept regularly informed by the The Supervisory Board Executive Board about the operations and business of the Company and its Group, and has carried out the necessary audits and controls in the performance of its duties. The Supervisory Board is assisted in these duties by its special committees: the Investment Committee, the Audit Committee, the Nomination and Compensation Committee and the Sustainable Development Committee. 6.2.4 Description of the treasury share buyback program In compliance with Articles 241-1 et seq. of the General Regulation of 4. Objectives of the 2018 Share Buyback Program the French Financial Markets Authority (AMF), this section presents the share buyback program that will be submitted to a vote at the The objectives of the 2018 Share Buyback Program are the following: Ordinary and Extraordinary General Meeting of Shareholders on > to stimulate the secondary market in or liquidity of Klépierre April 24, 2018 (“the 2018 Share Buyback Program”). shares through an investment services provider in the context of a liquidity agreement complying with a Code of Conduct recognized 1. Date of the General Meeting of Shareholders by the French Financial Markets Authority; or called to approve the 2018 Share Buyback > to deliver shares (by way of exchange, payment or otherwise) Program in the context of acquisition, merger, spin-off or asset transfer April 24, 2018. transactions; or > to allocate bonus shares in accordance with the provisions of 2. Shares held by the Company as of February 28, 2018 Articles L. 225-197-1 et seq. of the French Commercial Code; or > to allocate or sell shares to the employees in relation to employee As of February 28, 2018, Klépierre directly or indirectly holds profit-sharing or the implementation of any employee savings plan 13,706,590 shares, representing 4.36% of its share capital for an overall under the conditions provided by law, and in particular Articles amount of 470,513,859.22 (at book value). L. 3332-1 et seq. of the French Labor Code, by selling shares This information, and that which follows, takes into account the total purchased in advance by the Company under the sixteenth number of shares that comprise the share capital of the Company as resolution presented at the Ordinary General Meeting of April 19, of February 28, 2018, i.e., 314,356,053 shares. 2016 or by making provision for a bonus allocation of those shares by way of a Company contribution in the form of the Company’s 3. Breakdown by objective of shares held securities and/or by way of replacement of the discount; or by Klépierre as of February 28, 2018 > to implement any Company stock purchase option plan in accordance with the provisions of Articles L. 225-177 et seq. of As of February 28, 2018: the French Commercial Code, or any similar plan; or > 2,251,832 shares are allocated to any stock purchase option plans > in general, to honor obligations associated with stock option the Company offers and to the award of bonus shares; and programs or other allocations of shares to the employees or > 267,894 shares are allocated for use in connection with the liquidity executive officers of the issuer or of an associated company; or agreement signed with Exane BNP Paribas in September 2005, > to deliver shares upon the exercise of rights attached to negotiable in accordance with market practices accepted by the French securities giving access to the capital by way of repayment, conversion, Financial Markets Authority (AMF) and the French Association exchange, presentation of a warrant or in any other way; or of Investment Firms (AFEI)’s Ethics Charter for such agreements, > to cancel all or part of the securities purchased in this way. authorizing their purchase, sale, conversion, disposal, transfer, loan, or making available, among other things, to stimulate trading in the market or counter adverse trends; > 11,186,864 shares are allocated for cancellation. 290 KLÉPIERRE 2017 REGISTRATION DOCUMENT

SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS General Meeting of Shareholders 6 5. Maximum portion of the capital to be acquired 6. Maximum authorized purchase price per share and maximum number of shares that may be The maximum purchase price is €50 per share, and it is specified that acquired under the 2018 Share Buyback Program this price may be adjusted in the event of any capital transaction or The number of shares that the Company will be authorized to any other transaction that affects the Company’s share capital, to take purchase may not exceed 10% of the shares comprising the share into account its impact on the value of the share. capital of the Company, at any time, and this percentage applies to a The maximum amount of funds that can be used to finance the 2018 capital adjusted in accordance with the transactions affecting it after Share Buyback Program is estimated at €1,571,780,300, calculated on the General Meeting. For informational purposes, based on the share the basis of a maximum purchase price of €50 per share and the share capital existing as of February 28, 2018 minus the 13,706,590 shares capital of Klépierre as of February 28, 2018. held at that date, the maximum number of shares that can be purchased is 17,729,016. 7. Duration of the 2018 Share Buyback Program The number of shares that the Company will be authorized to hold, at any given time, may not exceed 10% of the shares comprising its share Under the fifteenth resolution that will be submitted to the General capital on the relevant date. For information purposes, based on the Meeting of Shareholders for a vote on April 24, 2018, the Share share capital existing at February 28, 2018, the maximum number of Buyback Program can be implemented over a period of 18 months shares that can be held totals 31,435,606. following that date, i.e., until October 24, 2019. KLÉPIERRE 2017 REGISTRATION DOCUMENT 291

292 KLÉPIERRE 2017 REGISTRATION DOCUMENT

7 ADDITIONAL INFORMATION 7.1 GENERAL INFORMATION 294 7.4 PERSONS RESPONSIBLE 7.1.1 Company name 294 FOR AUDITS AND FINANCIAL 7.1.2 Paris Trade and Companies Register 294 DISCLOSURES 297 7.1.3 Term of the Company 294 Persons responsible for audits 297 7.1.4 Legal form 294 Person responsible for financial disclosures 297 7.1.5 Registered office 294 7.5 CONCORDANCE TABLES 297 7.1.6 Tax status 294 Registration document concordance table 297 7.1.7 Other disclosures 294 Annual financial report concordance table 300 7.2 DOCUMENTS ACCESSIBLE Management report concordance table 301 TO THE PUBLIC 296 7.3 STATEMENT OF THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT WHICH SERVES AS THE ANNUAL FINANCIAL REPORT 296 KLÉPIERRE 2017 REGISTRATION DOCUMENT 293

ADDITIONAL INFORMATION 7General information 7.1 General information 7.1.1 Company name 7.1.7 Other disclosures Klépierre Klépierre’s bylaws are available in full on the Group’s website (www. klepierre.com). 7.1.2 Paris Trade and Companies Register Corporate purpose (Article 2 of the bylaws) SIREN: 780 152 914 Klépierre’s corporate purpose is as follows: SIRET: 780 152 914 00237 NAF/APE: 6820B > to acquire, sell or exchange, whether directly or indirectly, any lands, real-estate rights and buildings, located in France or abroad, as well as all goods and rights that might constitute an addition or 7.1.3 Term of the Company annex to said buildings; Klépierre was registered as a société anonyme à conseil d’administration > through its subsidiaries, to construct buildings on its own account (French corporation governed by a Board of Directors) on October 4, or on behalf of group companies and engage in all operations 1968. Its term was set at 99 years, expiring on October 3, 2067. directly or indirectly related to the construction of these buildings; > to operate and enhance property value by leasing such properties 7.1.4 Legal form or otherwise; Klépierre is a French corporation with an Executive Board and a > to enter into any lease agreement as a tenant, in France or abroad; Supervisory Board. It is governed by the legal provisions applicable > to acquire direct or indirect equity interests in the persons to sociétés anonymes, in particular Articles L. 225-57 to L. 225-93 of indicated in Article 8 and in paragraphs 1, 2 and 3 of Article 206 the French Commercial Code and by its own bylaws. of the French Tax Code and, more generally, to acquire equity interests in any company whose purpose is to operate rental 7.1.5 Registered office properties; > as a subsidiary matter, to acquire or dispose of equity interests in 26, boulevard des Capucines – 75009 Paris (France) any company or enterprise exercising any type of activity in the Tel.: +33 (0)1 40 67 57 40 real-estate sector; > and more generally to engage in all types of civil, commercial, 7.1.6 Tax status financial, investment and real-estate transactions directly related to the aforementioned purpose or in the furtherance thereof, in The Company has opted for the tax status of sociétés d’investissement particular, borrowing and the constitution of any guarantees or immobilier cotées (SIIC, French REIT) under the terms of Article 208-C pledges required in relation thereto. of the French General Tax Code. As such, it is exempt from corporate income tax on: Ownership and transfer of shares > earnings from the rental of buildings, provided that 95% of such (Article 7 of the bylaws) earnings are distributed to shareholders before the end of the Fully paid-up shares are in registered or bearer form, at the fiscal year that follows the year in which they are earned; shareholder’s discretion. > capital gains from the sale of buildings, investments in real estate Shares are registered in an account in accordance with the statutory partnerships (sociétés de personnes) and whose purpose is and regulatory provisions in force. identical to that of an SIIC or in subsidiaries that have opted for Shares may be sold or transferred freely in accordance with applicable the new tax status, provided that 60% of these capital gains are legislation and regulations. distributed to shareholders before the end of the second financial year after that in which the gains were made; Shares resulting from a capital increase can be traded as soon as the > dividends received from subsidiary companies which have opted capital increase has been completed. for SIIC status where these dividends arise as a result of profits and/or capital gains that are exempt from tax under the SIIC arrangements, subject to the provision that they are distributed during the fiscal year following the year in which they were granted. 294 KLÉPIERRE 2017 REGISTRATION DOCUMENT

ADDITIONAL INFORMATION General information 7 Voting rights (Article 8 of the bylaws) Fiscal year (Article 30 of the bylaws) Each share gives right to part ownership in the Company’s assets, to a The fiscal year begins on January 1 and ends on December 31. share in profits and liquidation surplus in a proportion corresponding to the share capital it represents. Statutory Distribution of profits – Reserves All new or existing shares, provided they are of the same class and (Article 31 of the bylaws) the same paid-up nominal value, are fully assimilated once they entitle holders to the same benefits, during the appropriation of any profit, At least 5% of the profits for the fiscal year, less any prior losses, are and also during the total or partial refund of their nominal capital, set aside to establish the statutory reserve fund, until such fund equals holders receive the same net amount, and all the taxes and duties to one-tenth of the share capital. which they may be subject are evenly divided among them. The balance and retained earnings, if any, together constitute Owners of shares are liable only up to the limit of the nominal amount distributable profit, from which is deducted any amount that the of the shares they own. General Meeting of Shareholders, acting on the recommendation of the Executive Board, and subject to the approval of the Supervisory General Meetings of Shareholders Board, may decide to assign to one or more discretionary, ordinary or extraordinary funds, with or without special appropriation, or to carry (Articles 25 to 29 of the bylaws) forward as retained earnings. Depending on the nature of the decisions to be taken, shareholders The balance is apportioned among the shares. meet in either an ordinary or extraordinary General Meeting of Any shareholder other than an individual: Shareholders. Meetings are convened by the Executive or Supervisory Board, or (i) which directly or indirectly holds at least 10% of rights to dividends by the persons designated by the French Commercial Code. They in Klépierre; and deliberate in accordance with applicable legal and regulatory (ii) whose own position or that of its shareholders which directly provisions. Meetings take place either at the head office or at another or indirectly hold 10% or more of its rights to dividends renders venue specified in the notice. Klépierre liable for the 20% withholding tax stipulated in Article 208 In accordance with Article R. 225-85-I of the French Commercial Code, C II ter of the French General Tax Code (the “Withholding Tax”) to attend General Meetings, shareholders must have registered their (such shareholder is hereafter referred to as a “Taxpaying securities either in the accounts of registered securities kept by Shareholder”), Klépierre or in the accounts of bearer securities through an authorized will owe Klépierre a sum equal to the amount of the Withholding Tax intermediary, within the deadlines and according to the terms set out owed by the Company on any payment made at the time of such by applicable law. In the case of bearer securities, the registering of payment. the securities is acknowledged by a certificate of participation issued If Klépierre directly or indirectly holds 10% or more of one or more by the authorized intermediary. Their representation at meetings is sociétés d’investissement immobilier cotées cited in Article 208-C managed under the legislation and decrees in force. of the French General Tax Code (a “SIIC Daughter”), the Taxpaying The same applies for information to be provided or sent to Shareholder will also owe the Company, when a dividend payment is shareholders. made, a sum equal to the difference (the “Difference”) between (i) Prior to any meeting, shareholders can vote or vote remotely as the amount which would have been paid to Klépierre by one or more provided for by the applicable laws and regulations. In particular, SIIC Daughters if the said SIIC Daughter(s) had not been liable for the in accordance with the conditions set out in the relevant laws and Withholding Tax because of the Taxpaying Shareholder, multiplied by regulations, shareholders may vote by mail in the form of a paper the percentage of the rights to dividends held by the shareholders absentee ballot, or, if the Executive Board or Supervisory Board so other than the Taxpaying Shareholder and (ii) the amount actually decides at the time of the notice of meeting, by electronic means using paid by the said SIIC Daughter(s) multiplied by the percentage of the a form prepared by Klépierre or its centralizing financial establishment. rights to dividends held by the shareholders other than the Taxpaying Shareholder, so that the other shareholders are not liable to pay any of To be retained, all ballots and proxies must have been received by the Withholding Tax paid by any of the SIICs in the chain of interests Klépierre before the maximum time limit prior to the Meeting set out because of the Taxpaying Shareholder. Shareholders other than in Article R. 225-77 of the French Commercial Code. Electronic forms, Taxpaying Shareholders will be in credit with Klépierre for an amount however, may be received by Klépierre up until 3:00 P.M., Paris time, equal to the Difference, in proportion to their dividend entitlement. on the day before the General Meeting. If there is more than one Taxpaying Shareholder, each Taxpaying The decisions of ordinary and extraordinary General Meetings of Shareholder will owe Klépierre the portion of the Withholding Tax Shareholders are only valid if quorum requirements are met. The owed by Klépierre which its direct or indirect interest generates. The quorum is calculated in relation to the total number of existing shares, capacity of Taxpaying Shareholder is assessed on the date of the subject to exceptions provided for by law. payment. In all meetings, subject to any restrictions stipulated in the prevailing legislation, shareholders have one vote per share held or represented without restriction. Pursuant to the option provided for in Article L. 225-123 of the French Commercial Code, double voting rights will not be conferred on fully paid shares that have been registered in the name of the same shareholder for a period of two years. KLÉPIERRE 2017 REGISTRATION DOCUMENT 295

ADDITIONAL INFORMATION 7Documents accessible to the public Subject to the information described in section 6.1.2.3 of this dividend in cash or shares. If the payment is in shares, the Taxpaying registration document, any shareholder other than an individual, which Shareholder will receive a portion in shares (no odd lots will be directly or indirectly holds at least 10% of the Company’s capital, will created) and the other portion in cash (paid by entry in the individual be presumed to be a Taxpaying Shareholder. current account) so the set-off mechanism described above can apply Any payment to a Taxpaying Shareholder is made by an entry in this to the portion of the dividend entered in the individual account. shareholder’s individual account (without generating interest), the Except in the event of a share capital reduction, no distribution can chargeback from the account occurs within five business days of the be made to shareholders if shareholders’ equity is, or would be as a entry after the sums owed by the Taxpaying Shareholder to Klépierre result of the distribution, less than the amount of the share capital plus have been set off under the above provisions. the reserves that cannot be distributed under the law or the bylaws. The General Meeting of Shareholders can grant each shareholder an option between payment of all or part of a dividend or interim 7.2 Documents accessible to the public The bylaws, minutes of the General Meeting of Shareholders and Copies of this registration document are available free of charge from other corporate documents, as well as historic financial information, Klépierre (26, boulevard des Capucines – 75009 Paris – France), and all appraisals and declarations made by experts at Klépierre’s request, on its website (www.klepierre.com) as well as on the website of the and all other documents that have to be kept at the disposal of French Financial Markets Authority (AMF) (www.amf-france.org). shareholders in accordance with the law, may be consulted at the Company’s head office: 26, boulevard des Capucines – 75009 Paris (France) Tel.: +33 (0)1 40 67 57 40 7.3 Statement of the person responsible for the registration document which serves as the annual financial report I hereby certify, having taken all reasonable measures in this regard, I have obtained an audit completion letter from the Statutory Auditors that the information contained in this registration document is, to my in which they indicate that they have verified the information regarding knowledge, in accordance with the facts, with no omissions likely to the financial position and financial statements presented in this affect its import. document and that they have read the document in its entirety. I certify that, to my knowledge, the financial statements have been Paris, March 15, 2018 prepared in compliance with the applicable accounting standards and Jean-Marc Jestin present fairly the assets, liabilities, financial position and results of Chairman of the Executive Board operations of the Company and of all consolidated companies, and that the management report (pages 1 and following) presents fairly the business, results of operations and financial position trends of Klépierre and of all consolidated companies and describes the main risks and uncertainties facing them. 296 KLÉPIERRE 2017 REGISTRATION DOCUMENT

ADDITIONAL INFORMATION Concordance tables 7 7.4 Persons responsible for audits and financial disclosures Persons responsible for audits Statutory Auditors Alternate Statutory Auditors Deloitte & Associés Société BEAS 185, avenue Charles-de-Gaulle 7-9, villa Houssay 92200 Neuilly-sur-Seine 92200 Neuilly-sur-Seine 572 028 041 RCS Nanterre 315 172 445 RCS Nanterre Joël Assayah/José-Luis Garcia Appointed: Ordinary General Meeting of June 28, 2006 Appointed: Ordinary General Meeting of June 28, 2006 End of term: Ordinary General Meeting of 2002 approving the financial End of term: Ordinary General Meeting of 2002 approving the financial statements for fiscal year 2021 statements for fiscal year 2021 PICARLE & Associés Ernst & Young Audit 1-2, place des Saisons 1-2, place des Saisons 92400 Courbevoie – Paris – La Défense 1 92400 Courbevoie – Paris – La Défense 1 410 105 894 RCS Nanterre 344 366 315 RCS Nanterre Appointed: Ordinary General Meeting of April 19, 2016 Bernard Heller End of term: Ordinary General Meeting of 2002 approving the financial Appointed: Ordinary General Meeting of April 19, 2016 statements for fiscal year 2021 End of term: Ordinary General Meeting of 2002 approving the financial statements for fiscal year 2021 Person responsible for financial disclosures Jean-Michel Gault Member of the Executive Board – Deputy CEO Tel.: +33 (0)1 40 67 55 05 7.5 Concordance tables Registration document concordance table No. Sections shown in Annex I of Regulation (EC) No. 809/2004 of April 29, 2004 Page No. 1 Persons responsible 1.1 Persons responsible for information contained in the registration document 296 1.2 Statement by persons responsible for the registration document 296 2 Statutory Auditors 2.1 Name and address of Statutory Auditors 297 2.2 Resignation of Statutory Auditors – 3 Selected financial information 3.1 Historical information 6-9 ; 72-73; 132-134 3.2 Interim information – 4 Risk factors 4.1 Operational risk 26-28; 32-33 4.2 Legal risk 30 KLÉPIERRE 2017 REGISTRATION DOCUMENT 297

ADDITIONAL INFORMATION 7Concordance tables No. Sections shown in Annex I of Regulation (EC) No. 809/2004 of April 29, 2004 Page No. 4.3 Liquidity risk 28-29 4.4 Credit and/or counterparty risk 28-29 5 Information about the issuer 5.1 History and development of the Company 5.1.1 Legal and commercial name 294 5.1.2 Place of registration and registration number 294 5.1.3 Date of incorporation and term 294 5.1.4 Head office and legal form 294 5.1.5 Important events 77 5.2 Investments 5.2.1 Description of the principal investments during the fiscal year 55; 77 5.2.2 Description of investments in progress 55-56 5.2.3 Description of future investments 55-56; 77 6 Business overview 6.1 Principal activities 6.1.1 Type of activity 4-5; 294 6.1.2 New products or new developments 54-56 6.2 Principal markets 6; 42-52 6.3 Exceptional factors – 6.4 Dependence – 6.5 Competitive position 25 7 Organizational structure 7.1 Group description 24 7.2 List of significant subsidiaries 123-128 8 Property, plant and equipment 8.1 Material property, plant and equipment 12-23; 82-83 8.2 Environmental issues that may affect the use of property, plant and equipment 22; 167-168; 176-191 9 Operating and financial review 9.1 Financial condition 62-69; 74; 77 9.2 Operating results 9.2.1 Significant factors 42-46 9.2.2 Material changes 54-56 9.2.3 Influencing factors 26-28 10 Capital resources 10.1 Issuer’s capital resources 62; 72-73; 93 10.2 Source and amount of cash-flows 53-54; 57; 74 10.3 Borrowing requirements and funding structure 62-69; 96-98 10.4 Restrictions on the use of capital resources that may affect the issuer’s operations 62-69; 266 10.5 Anticipated sources of funds 62-69; 96-98 11 Research and development, patents and licenses 12 Trend information 12.1 Significant trends affecting production and sales 42-46 12.2 Trends that may affect prospects – 13 Profit forecasts or estimates 13.1 Principal assumptions on which a forecast or estimate is based – 13.2 Independent auditors’ report – 13.3 Profit forecast or estimate – 13.4 Profit forecast included in a previous prospectus – 14 Administrative, management and supervisory bodies and General Management 14.1. Administrative and management bodies 215-239 14.2. Conflicts of interest within administrative and management bodies 230 15. Remuneration and benefits 15.1 Total remuneration paid and benefits in kind 240-262 15.2 Amounts set aside for payment of pensions and other benefits 259; 260; 262 16 Board practices 16.1 Expiry dates of current terms of office 218; 238-239 16.2 Service agreements binding members of administrative bodies 155 298 KLÉPIERRE 2017 REGISTRATION DOCUMENT

ADDITIONAL INFORMATION Concordance tables 7 No. Sections shown in Annex I of Regulation (EC) No. 809/2004 of April 29, 2004 Page No. 16.3 Information on the Audit and Compensation Committees 235-237 16.4 Statement of compliance with the current corporate governance regime 217 17 Employees 17.1 Number of employees 201-202 17.2 Shareholdings and stock options 118-120; 271-275 17.3 Arrangements for involving employees in the issuer’s capital 268 18 Major shareholders 18.1 Shareholders holding over 5% of the capital 10; 268; 270 18.2 Existence of different voting rights 266 18.3 Direct or indirect ownership or control of the issuer 93; 268 18.4 Arrangements known to the issuer, the implementation of which could lead to a change of control 269 19 Related party transactions 121 20. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 20.1 Historical financial information 72; 132 20.2 Pro forma financial information – 20.3 Financial statements 72-128 20.4 Auditing of historical annual financial information 20.4.1 Statement that historical annual financial information has been audited 129-131; 156-158 20.4.2 Other information audited by the Statutory Auditors 279-280 20.4.3 Sources of information audited by the Statutory Auditors – 20.5 Date of latest financial information 20.5.1 Last year of audited financial information 72-75 20.6 Interim financial information 20.6.1 Audited quarterly or half-yearly information – 20.6.2 Unaudited quarterly or half-yearly information – 20.7 Dividend policy 20.7.1 Total dividend per share 8; 57-58; 77; 159; 267 20.8 Legal and arbitration proceedings – 20.9 Significant changes in the issuer’s financial or trading position – 21 Additional information 21.1 Share capital 21.1.1 Amount of subscribed capital 266 21.1.2 Shares not representing capital – 21.1.3 Number, book value and par value of shares held by the issuer 93; 268 21.1.4 Total securities conferring a right to share capital 267 21.1.5 Information about the terms of any acquisition rights over securities issued but not fully paid-up 266 21.1.6 Information about any capital of any member of the Group which is under option 112-113 21.1.7 History of the share capital 268 21.2 Memorandum of association and bylaws 21.2.1 Corporate purpose 294 21.2.2 Summary of bylaws 294-296 21.2.3 Description of rights, preferences and restrictions attached to each class of existing shares 266; 295 21.2.4 Description of action required to change shareholder rights 295 21.2.5 Description of conditions for convening General Meetings of Shareholders 295 21.2.6 Provisions of the bylaws relating to control of the Company – 21.2.7 Provisions setting the ownership thresholds above which shareholder ownership must be disclosed 269-270 21.2.8 Description of the conditions governing changes in the capital 266 22 Material contracts 276-277 23 Third party information, statements by experts and declarations of any interest 23.1 Experts’ statements 22-23 23.2 Information from third parties 22-23 24 Documents publicly available 296 25 Information on holdings 24 KLÉPIERRE 2017 REGISTRATION DOCUMENT 299

ADDITIONAL INFORMATION 7Concordance tables Annual financial report concordance table This registration document contains all of the elements of the annual financial report mentioned in paragraph I of Article L. 451-1-2 of the French Monetary and Financial Code and in Article 222-3 of the General Regulations of the French Financial Markets Authority (AMF). A concordance table referencing the documents mentioned in Article 222-3 of the AMF’s General Regulations and the corresponding sections of this registration document is provided below. Annual financial report Page No. Declaration of the persons responsible for the document 296 Management report 301 Financial statements Parent company financial statements 132-155 Auditors’ reports on the parent company financial statements 156-158 Consolidated financial statements 72-128 Auditors’ reports on the consolidated financial statements 129-131 Pursuant to Article 28 of EC Regulation No. 809-2004 of April 29, > the consolidated financial statements for the fiscal year ended 2004, the following elements are incorporated by reference: December 31, 2015 and the corresponding Statutory Auditors’ > the consolidated financial statements for the fiscal year ended report, set out respectively on pages 134 to 197 and 198 of the December 31, 2016 and the corresponding Statutory Auditors’ registration document filed with the AMF under number D. 16-0131 report, set out respectively on pages 70 to 130 and 131 of the on March 11, 2016; registration document filed with the AMF under number D. 17-0143 > the parent company financial statements for the fiscal year ended on March 10, 2017; December 31, 2015 and the corresponding Statutory Auditors’ > the parent company financial statements for the fiscal year ended report, set out respectively on pages 202 to 223 and 224 of the December 31, 2016 and the corresponding Statutory Auditors’ registration document filed with the AMF under number D. 16-0131 report, set out respectively on pages 132 to 155 and 156 of the on March 11, 2016. registration document filed with the AMF under number D.17-0143 on March 10, 2017; 300 KLÉPIERRE 2017 REGISTRATION DOCUMENT

ADDITIONAL INFORMATION Concordance tables 7 Management report concordance table Page No. 1. Business Overview of the Company’s situation and business during the fiscal year ended 41-69 Results of the Company’s business 53-54 Progress made or difficulties encountered – Research and development activity – Company prospects and outlook 69 Important events arising between the fiscal year-end and the date on which this report was prepared 69; 122 Objective, in-depth analysis of changes in the Company’s business, results of operations and financial position 42-54; 57-58; 65-69 Segment analysis 42-52 Material acquisitions of share capital in other companies 123-128 Information on accounts payable due dates 159 Existing branches – Non-tax deductible expenses – 2. Risks Description of main risks and uncertainties 26-32 Main features of the internal control and risk management procedures put in place by Klépierre relating to the preparation and processing of accounting and financial information 37-38 3. CSR – Corporate social and environmental responsibility Information about the way in which the Company takes into account the social and environmental consequences of its activity 163-206 Details of the financial risks associated with the effects of climate change and the presentation of measures taken by Klépierre to mitigate them by implementing a low-carbon strategy across all aspects of its business 31; 180-185 4. Corporate governance and compensation Report on corporate governance 216 Statutory Auditors’ report on corporate governance 157 Trading by senior executives in the Company’s shares 270 5. Share capital and shareholders Report on share ownership by employees (and management, where applicable), on transactions in respect of stock purchase or subscription options reserved for salaried employees and executive managers, and transactions carried out in respect of bonus shares awarded to employees and executive managers – Transfer or disposal of shares undertaken to regularize cross shareholdings – Information as provided in Article L. 225-211 of the French Commercial Code on trading by the Company of its own shares 160 6. Other Dividends paid during the past three fiscal years 8; 267 Five-year summary of the Company’s results 159 Any finding that the Company is guilty of anti-competitive practices, as required by Article L. 464-2 of the French Commercial Code – KLÉPIERRE 2017 REGISTRATION DOCUMENT 301

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GLOSSARY Anchor Clubstore® A retailer whose strong appeal as a consumer magnet plays a leading All the actions taken to enhance the customer journey and experience role in the animation and creation of traffic within a specific retail or in the Group’s shopping centers. Clubstore® is one of Klépierre’s commercial zone or a shopping center. strategic pillars. Biodiversity CNCC (Conseil national des centres Biodiversity, or biological diversity, includes all of the living species that commerciaux) live on Earth (plants, animals, micro-organisms, etc.), the communities French professional organization that brings together the players they form and the habitats in which they live. that participate in the promotion and development of shopping centers: developers, owners, managers, retailers, service providers Box and merchant organizations. A stand-alone retail space that is generally situated near or in the Constant/current portfolio basis parking lot of a retail mall or a retail park, designed to enhance the appeal of the latter. The Group analyzes the change in some indicators either by taking into account all of the holdings it actually owned over the period or BREEAM (Building Research Establishment date of analysis (current portfolio), or by isolating the impact of any acquisitions, extensions or disposals during the period, in order to Environmental Assessment Method) obtain a stable basis of comparison (constant portfolio or like-for-like Method of environmental assessment for buildings that was developed portfolio). by the Building Research Establishment (UK). Corporate governance Capitalization rate (cap rate) All of the relationships between the corporate executive officers The average capitalization rate corresponds to the ratio of total of a company, its Board of Directors or its Supervisory Board, its expected net rents for occupied and vacant properties to the value, shareholders and other stakeholders. Corporate governance also transfer duties excluded, of these same properties. Transfer duties provides the framework within which corporate objectives are set, are the fees for any change in ownership when the asset or its owning the resources needed to achieve them are defined, and performance company is sold (notary fees, deed and title, registration, etc.). assessment standards are agreed to. Catchment area Development pipeline A habitual or theoretical area from which a point of sale or shopping Name given to all investments that the Group plans to undertake, center draws its potential customers. The scope of this area is over a given period of time, related to the creation, extension and/ influenced by the distance and time it takes to gain access. or renovation of portfolio assets or the acquisition of assets or of companies. The Klépierre development pipeline is generally broken down into CDAC (Commission départementale three categories: d’aménagement commercial) > ongoing operations: operations in progress, in which Klépierre has A French administrative commission that rules on commercial and land ownership and has obtained all the required administrative retail projects submitted for prior approval. authorizations; KLÉPIERRE 2017 REGISTRATION DOCUMENT 303

GLOSSARY > operations in development: operations at an advanced stage of Greenhouse gases planning, in which Klépierre has obtained land ownership (an acquisition has been completed or the sale has been agreed Gases that absorb infrared rays emitted by the earth’s surface, subject to associated conditions precedent, for example, the contributing to the greenhouse effect. Increasing the concentration attainment of administrative authorizations); of greenhouse gases in the earth’s atmosphere is a decisive factor in climate change. > operations under negotiation, for which deal arrangements and negotiations are underway. Grenelle de l’environnement Diversity Charter A legislative process initiated in France in 2007, the Grenelle Environmental Forum brought together five different collegial groups An initiative undertaken in late 2004, this document formally (elected officials, business, trade unions, NGOs and the government) condemns discrimination in hiring and employment. It expresses the for the purpose of bringing about a green revolution. A draft bill known desire of the signatories to promote a better reflection of the diversity as Grenelle 1 was adopted by the French Parliament on July 23, 2009. of the French population in their workforce. The Group signed it on The Grenelle 2 Act, which specifies its application, was passed on July 31, 2010. June 29, 2010. EMS (Environmental Management System) GRESB (Global Real Estate Sustainability A management tool that allows businesses to roll out processes Benchmark) that lead to reduced environmental impacts. These systems are Non-profit organization whose primary purpose is to assess the designed to help organizations achieve lasting improvements and environmental and social performance of companies specializing in make continuous progress in the area of the environment. The ISO the real estate sector. Created in 2009, it brings together the leading 14001 standard, among others, sets forth specifications and guidelines pension fund managers and key property sector bodies, including for the use and implementation of EMS. It also defines the principles EPRA (European Public Real Estate Association) and ECCE (European and procedures governing environmental audits as well as the criteria Centre for Corporate Engagement – an international research environmental auditors must satisfy. association based in the University of Maastricht). EPRA (European Public Real Estate GRI (Global Reporting Initiative) Association) Originally established in 1997, this initiative seeks to develop the This trade association has more than 200 of Europe’s public real estate directives that are applicable internationally in the area of sustainable companies as members. It publishes recommendations intended to development and report on the economic, environmental and social ensure that the financial reporting disclosures of publicly-traded real (HR) performances of companies. It proposes a benchmark of estate companies are more standardized and more detailed. indicators that enable the measurement of progress made in corporate sustainable development programs. EPRA NNNAV Triple net asset value as calculated according to EPRA Gross rent recommendations. It corresponds to revalued net assets, excluding Contractual rent composed of minimum guaranteed rent, to which is transfer taxes, and after deferred taxes and marking to market of added any additional variable rent, which is calculated on the basis fixed-rate debt and financial instruments. More information on the of the retailer sales. methodology and on the calculation of this indicator is available in chapter 2 “Business for the year” of the present registration document. Hypermarket Extra-financial rating agencies A retail establishment that displays and sells a broad assortment of both food and non-food products over a sales space that exceeds Agencies that rate businesses on their performances in the three 2,500 sq.m. areas of sustainable development: economic, environmental and social. They provide investors with a grid for assessing businesses from an extra-financial perspective. Hypermarket mall A shopping center that generally features a limited number of shops GLA (Gross Leasable Area) whose retail mix is dominated by convenience services and whose anchor is a hypermarket. Total sales area (including the hypermarket if there is one), plus storage area and not including aisles and shared tenant space. Green lease An added clause or schedule to a lease whose aim is to encourage a more constructive dialogue between lessees and lessors on environmental issues in general and energy efficiency in particular. 304 KLÉPIERRE 2017 REGISTRATION DOCUMENT

GLOSSARY ICC (Indice du coût de la construction) – Mid-sized unit French Cost of Construction index A retail outlet whose sales area covers more than 750 sq.m. This is one of two reference indices used to adjust the rents on retail properties. It is published quarterly by INSEE and calculated on the NAV (Net Asset Value) basis of data emerging from the quarterly survey on the trend in the cost price of new housing (PRLN). Using a representative sample of NAV is an indicator that measures the break-up value of a real estate building permits, this survey provides information on markets trends, company. Schematically, it represents the difference between the value the characteristics of construction, as well as factors that can be of the Company’s assets (as estimated by independent appraisers) used to derive land expenses (price of land, any demolitions, various and the total sum of its debts or liabilities. More information on the taxes, etc.). It is also currently the reference index used to make methodology and on the calculation of this indicator is available in adjustments to office rents. chapter 2 “Business for the year” of the present registration document. ILC (Indice des loyers commerciaux) – Net current cash-flow French Commercial Rent Index This indicator corresponds to the amounts generated by the routine The ILC is published monthly by INSEE and is composed of the ICC operations and business of the Company, after taking interest and tax (25%), the ICAV (retail trade sales index, expressed in value, for 25%), expense into account. More information on the methodology and on and the IPC (consumer price index, for 50%). The ICAV, published the calculation of this indicator is available in chapter 2 “Business for monthly by INSEE, is calculated on the basis of a sample of sales the year” of the present registration document. revenue reports filed by 31,000 businesses. The IPC, published monthly in the Official Gazette, is an indicator that is commonly Net rent used to measure inflation. The use of the ILC for retail rental price adjustments is possible since the August 4, 2008 law on economic Gross rent less fees, non-recovered rental charges (in particular due modernization went into effect and the application decree dated to vacancies), expenses chargeable to the owner and, if applicable, November 6, 2008. expenses related to the land on which the rental unit sits. ISO 14001 Occupancy cost ratio International environmental certification that acknowledges the The occupancy cost ratio is the ratio of rent and tenant charges (taxes implementation of an Environmental Management System (EMS). excluded) to revenues (taxes excluded). Klépierre University Renewable energies The Group’s corporate university, whose objectives are to share Energies exploited by humans in such a way that reserves are not knowhow inside the Company and promote the emergence of a exhausted. In other words, they form faster than they can be used. common culture. Late payment Rentable floor area Late payment (rent, utilities and taxes, including VAT sales tax) Gross leasable area owned by Klépierre and on which Klépierre corresponds to any payment that has not been received on the due collects rents. date, and integrated into reporting as of the first day the past due payment is observed. Considering that most unpaid amounts in fact Re-tenanting correspond to late payments, Klépierre discloses a late payment rate on a 12-month rolling basis. Leasing action aiming at proactively replacing existing tenants by more appealing and dynamic ones thus enhancing the whole Let’s Play® merchandizing mix of the center. Name given to the Group’s marketing strategy aiming at positioning Reversion its shopping centers as fun places. Additional Minimum Guaranteed Rent (MGR) obtained as a result of LTV (Loan-to-Value) re-letting or when a lease is renewed with the same tenant (excluding additional MGR obtained when a property is leased for the first time). Consolidated net debt divided by the total valuation of the Group’s Reversion can be negative if the new rent is inferior to the previous property portfolio as determined by independent appraisers (total one. share, including duties). Sale and purchase promissory agreement MGR A contractual instrument signed by and between a seller and a buyer, The minimum guaranteed rent payable under the terms of the lease. according to which both parties undertake to proceed to the sale of Also referred to as base rent. an asset at a given price and before a defined date, indicated in the same instrument. KLÉPIERRE 2017 REGISTRATION DOCUMENT 305

GLOSSARY Senior workers Klépierre opted for the SIIC status in 2003. In 2008, tax provisions facilitating the sale of real estate assets to a SIIC (provisions of Pursuant to applicable law in France, any employee who is aged 55 Article 201 E, I of the French General Tax Code) commonly referred or more is considered to be a senior worker with respect to career to as SIIC 3, were extended until December 31, 2011. Reduced taxation management. For recruitment, the threshold is set at 50. The Group applicable to capital gains realized on the sale of properties sold to a entered into an agreement pertaining to the employment of senior SIIC under this regime is not longer in force (since January 1, 2012). workers in October 2009. Further provisions, commonly referred as SIIC 4 and SIIC 5 which went into effect on January 1, 2010, stipulate that no shareholder, acting Shopping center alone or in concert with others, may control more than 60% of the equity capital of a company that has opted for the SIIC status. In the A group of at least 20 stores and services that form a Gross Leasable event of non-compliance with this threshold, the Company would lose Area (GLA) of at least 5,000 sq.m., designed, built and managed as the SIIC status. a single entity. Specialty leasing SIIC (société d’investissement immobilier The term specialty leasing refers to a series of services offering a cotée – REIT) wide range of communication media to retail chains to promote their products (in-store and out-of-store poster campaigns for shopping Tax regime allowed under Article 208-C of the French General Tax centers, plasma screens, event organization, temporary lets for Code that allows joint stock companies that are publicly listed and promotional purposes, etc.). Klépierre Brand Ventures is the Group’s whose stated equity capital exceeds 15 million euros, optionally special-purpose entity dedicated to this activity. and subject to certain conditions, as part of their primary business activity of acquiring and/or constructing buildings for the purpose of leasing them and direct or indirect ownership of equity in corporations Stakeholders whose business purpose is identical, to qualify for corporate tax exemption on: Any individual or group that may affect or be affected by the accomplishment of the objectives of the organization. Stakeholders > earnings from the rental of buildings, provided that 95% of such may be inside the Group (employees) or external to it (clients, earnings are distributed to shareholders before the end of the suppliers, shareholders, lenders, etc.). fiscal year that follows the year in which they are earned; > the capital gains realized on the sale of buildings, equity in Yield rate partnerships or in subsidiaries that have opted for SIIC status, provided that 60% of these capital gains are distributed to This rate, which unlike the cap rate allows us to determine a transfer shareholders before the end of the second fiscal year that follows duties included value, is used by independent appraisers to estimate their generation; the value of the Group’s property portfolio. It is defined on the > dividends received from subsidiaries that qualify for SIIC status basis of an analysis of comparable recent transactions and criteria when these dividends arise as a result of profits and/or capital specific to the type of asset under consideration (location, sales gains that are exempt from tax under the SIIC arrangements, area, rental reversion potential, possibility of extensions, percentage subject to the provision they are 100% distributed in the course ownership, etc). of the fiscal year that follows the year in which they were granted. 306 KLÉPIERRE 2017 REGISTRATION DOCUMENT

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Klépierre 26 boulevard des Capucines CS 20062 75009 Paris – France +33 (0)1 40 67 57 40 www.klepierre.com