CORPORATE GOVERNANCE REPORT Management and oversight of the Company 5 5.1.2.1 Investment Committee — Germany (Cologne) – Disposal of Roncalli, Composition of the Investment Committee — Spain (Valencia) – Disposal of Gran Turia, — The Netherlands (Utrecht) – Disposal of the Hoog Catharijne This Committee has at least three and no more than six members hotel, chosen by the Supervisory Board from among its members. — Discussions of potential divestments; The table below shows the composition of the Committee as of the > Investments: filing date of this registration document as well as the changes with respect to composition that occurred during the fiscal year: — Spain (Murcia) – Acquisition of the Nueva Condomina Name Changes that occurred during the fiscal year shopping center, David Simon, Chairman N/A — Spain – Acquisition of the 5% equity investment held by ADIF in Principe Pio Gestion S.A., Bertrand de Feydeau Term of office expired at the end of the General Meeting of April 18, 2017 — Discussions of potential investments; Jeroen Drost > Development/redevelopment: Steven Fivel N/A Stanley Shashoua — France (Montpellier) – Odysseum, Operation of the Investment Committee — France (Grenoble) – Grand’Place, The Committee meets at least twice a year on the understanding — France – Créteil Soleil, that the calendar of its meetings is set by the Board. However, the — Discussions of potential developments/redevelopments. Committee may meet at the request of at least two of its members. The members of the Committee may participate in Committee 5.1.2.2 Audit Committee meetings by videoconference or by any other means of telecommunication which allows their identification and guarantees Composition of the Audit Committee their actual attendance. For it to be able to deliberate validly, at least half of the Committee’s This Committee has at least three and no more than six members members must be present. One Committee member cannot be chosen by the Supervisory Board from among its members. represented by another. The table below shows the composition of the Committee as of the Meetings of the Committee are held in English and French, with, at the filing date of this registration document as well as the changes with request of any member of the Committee, a simultaneous translation respect to composition that occurred during the fiscal year: into French and English by an interpreter. Name Changes that occurred during the fiscal year Work of the Investment Committee John Carrafiell, Chairman Stanley Shashoua N/A Duties Rose-Marie Van The role of this Committee is to consider potential investments and Lerberghe disposals proposed to it before they are formally authorized by the Florence Von Erb Supervisory Board. To this end, it reviews the real estate, commercial, The proportion of independent members was 75%, including the legal and financial aspects of the transactions. In particular, it ensures Chairman. that these transactions are consistent with the strategy and satisfy the In accordance with the report of the Working Group of the French investment criteria of the Klépierre Group. Before issuing a favorable Financial Markets Authority (AMF) on the Audit Committee, the opinion, the Investment Committee may, if needed, ask for additional Supervisory Board has determined the criteria to be taken into information about or recommend changes in some or all of the real account to determine whether a person has a particular skill in estate, commercial, legal or financial aspects. financial and/or accounting matters, particularly with regard to listed Work of the Investment Committee in 2017 companies. To this end, the Board takes into account a person’s professional experience and/or academic training. In 2017, the Investment Committee met seven times, with an average In light of their professional experience in particular, all members of attendance rate of 97%. the Audit Committee are considered by the Board to have particular The main matters addressed related to: competence in financial matters. > Divestments: Operation of the Audit Committee — France (Strasbourg) – Disposal of La Vigie, The Committee meets at least twice a year on the understanding — France – Disposal of 16 Buffalo Grill restaurants, that the calendar of its meetings is set by the Board. However, the Committee may meet at the request of at least two of its members. — France (Valence) – Disposal of Victor Hugo, The members of the Committee may participate in Committee — France (Hérouville-Saint-Clair) – Disposal of a real estate meetings by videoconference or by any other means of complex, telecommunication which allows their identification and guarantees their actual attendance. For it to be able to deliberate validly, at least half of the Committee’s members must be present. One Committee member cannot be represented by another. KLÉPIERRE 2017 REGISTRATION DOCUMENT 235