SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS General Meeting of Shareholders 6 The following events will not qualify as forced departure: non- The Supervisory Board that met on October 19, 2017 found that it renewal of term of office as a member of the Executive Board, was in Klépierre’s interest to revise Jean-Michel Gault’s employment termination due to gross negligence or willful misconduct, contract to enable Klépierre to comply with the expectations of resignation, or the event in which Jean-Michel Gault became investors and the AFEP-MEDEF Code by capping the amount of eligible to claim full retirement benefits within six months of the severance pay to be due (including pay due under the employment termination of his term in office or continued performing other contract) to two years of gross annual compensation. As a result, functions within the Group, in accordance with the AFEP-MEDEF upon a unanimous vote and, in accordance with Articles L. 225-86 and Code. L. 225-90-1 of the French Commercial Code, the Supervisory Board In addition, payment of the non-statutory compensation will authorized the revision of Jean-Michel Gault’s employment contract be subject to achieving performance conditions identical to in accordance with the proposal submitted to the Supervisory Board the conditions applicable to Jean-Marc Jestin, and could only by the Nomination and Compensation Committee. take place if: The fifth resolution requires this amendment to be submitted to the – in at least two of the three full fiscal years preceding the year General Meeting for approval. of termination of his term of office, Jean-Michel Gault received We propose that you approve Resolution 4 and Resolution 5 or is entitled to receive total variable annual compensation presented to you. (that is to say quantitative + qualitative) representing a sum equal to at least 90% of his fixed compensation (the Resolutions 6, 7, 8 and 9 – Terms of office maximum being 130%); and of members of the Supervisory Board – the quantitative part of the variable annual compensation must, at minimum, have been paid in an amount equal to It is proposed that the General Meeting: the target in the two fiscal years taken into account when > renews David Simon’s term of office as a member of the reviewing the previous condition. Supervisory Board for a period of three years; Note that as of the date of this report, the amount of the statutory > renews John Carrafiell’s term of office as a member of the severance pay to which Jean-Michel Gault may be entitled in case Supervisory Board for a period of three years; of termination of his employment contract amounts to €551,395, i.e., 7.3 months of his fixed and variable compensation due for fiscal year > renews Steven Fivel’s term of office as a member of the Supervisory 2017. Signing this amendment did not lead to any payment in favor Board for a period of three years; of Jean-Michel Gault. > appoints Robert Fowlds as a member of the Supervisory Board for a period of three years. 1. The Supervisory Board at December 31, 2017 The members of Klépierre’s Supervisory Board have various skills that improve the quality of the Board’s deliberations in the context of the decisions that it is called upon to take. The Supervisory Board currently comprises the following nine members: Date of first End of term Main function Age appointment of office David Simon Chairman of the Board of Directors and Chief Executive Officer of Simon 56 2012 2018 Property Group, Inc. John Carrafiell Founding partner of GreenOak 52 2014 with effect from 2018 January 15, 2015 Jeroen Drost Chief Executive Officer of SHV Holdings NV 56 2014 with effect from 2018 January 15, 2015 Béatrice de Clermont-Tonnerre Director, Southern Europe, Partner Business Solutions at Google 45 2016 2019 Steven Fivel Assistant General Counsel and Assistant Secretary of Simon Property 57 2012 2018 Group, Inc. Stanley Shashoua Senior Vice-President of international Development at Simon Property 47 2015 2020 Group, Inc. Catherine Simoni Former CEO of Carlyle France 53 2012 2020 Rose-Marie Van Lerberghe Senior Advisor of BPI group 71 2012 2019 Florence Von Erb Member of various UN committees. Former Managing Director 58 2016 2020 of Adair Capital Supervisory Board member biographies are shown on pages 219 to 227 of this 2017 Klépierre registration document. KLÉPIERRE 2017 REGISTRATION DOCUMENT 283