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