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