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