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