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