SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6General Meeting of Shareholders Resolution 16 – Delegation of authority to reduce the twenty-four month period preceding such cancellation, including the the share capital by canceling treasury shares shares subject to said cancellation, may not exceed 10% of the shares comprising the Company’s capital on that date. The purpose of this resolution is to authorize the Executive Board, This authority is requested for a period of 26 months and will replace which may sub-delegate under the conditions provided by law, to the authority conferred at the General Meeting held on April 18, 2017. reduce the share capital on one or more occasions by the cancellation No capital reduction transaction was carried out in 2017. of any quantity of treasury shares within the limits authorized by law. The Company may cancel shares that it owns in order to achieve We propose that you approve Resolution 16 presented to you. various financial objectives, such as, for example, to actively manage its capital, to optimize its balance sheet, or to offset dilution resulting Resolution 17 – Powers for formalities from a capital increase. The number of the Company’s shares that may be canceled will be The Executive Board asks for the powers necessary to complete all subject to the Caps indicated below. On the date of each cancellation, the advertising and filing formalities involved in the holding of this the maximum number of shares of the Company canceled during General Meeting. We propose that you approve Resolution 17 presented to you. 6.2.2 Text of the resolutions proposed to the Ordinary and Extraordinary General Meeting Resolutions of the Ordinary General Meeting Resolution 1 Resolution 3 (Approval of the financial statements for the fiscal year ended (Appropriation of profit for the fiscal year ended December 31, 2017) December 31, 2017 and distribution of €1.96 per share by Pursuant to the quorum and majority requirements applicable to means of distribution of distributable earnings, reserves and Ordinary General Meetings, and having considered the reports of the merger gains Executive Board, the Supervisory Board and the Statutory Auditors, Pursuant to the quorum and majority requirements applicable to the General Meeting approves, as presented, the annual financial Ordinary General Meetings, the General Meeting resolves to appropriate statements for the fiscal year ended December 31, 2017 comprising the profit for the fiscal year, amounting to €269,749,179.69, as follows: the balance sheet, income statement and the notes to the financial Profit for the fiscal year +€269,749,179.69 statements, which show a profit of €269,749,179.69. It also approves the transactions reflected in those financial Plus retained earnings +€104,971,191.82 statements or summarized in those reports. It formally notes that the parent company financial statements for Forming distributable earnings of +€374,720,371.51 the fiscal year ended December 31, 2017 do not report expenses and charges that are non-deductible for tax purposes under Article 39-4 Plus a charge of the French General Tax Code and that there was no add-back of > to the Other reserves line item +€168,054,580.11 expenses under Article 39-5 of said Code for the fiscal year. > to the Merger gains line item +€73,362,931.86 Resolution 2 For a total amount to be distributed + €616,137,883.48 (Approval of the consolidated financial statements for the > By way of dividend in respect fiscal year ended December 31, 2017) of exempt activities -€213,762,122.84 Pursuant to the quorum and majority requirements applicable to > By way of dividend in respect of activities Ordinary General Meetings, and having considered the reports of the subject to corporate income tax -€402,375,760.64 Executive Board, the Supervisory Board and the Statutory Auditors, the General Meeting approves, as presented, the annual financial (representing a total dividend statements for the fiscal year ended December 31, 2017 comprising distribution of €1.96 per share) the balance sheet, the income statement and the notes to the financial statements, which show a profit of €1,497,787,389.86. Balance in Retained earnings +€0 It also approves the transactions reflected in those financial statements or summarized in those reports. Balance in Other reserves +€0 Balance in Merger gains +€143,145,450.74 In the event of express, irrevocable and global election to apply the progressive taxation rate to all income subject to the flat tax rate (“PFU”): > the amount of €0.68 per share representing the dividend in respect of income from exempt activities will not be eligible for the 40% tax relief mentioned in Article 158-3-2 of the French General Tax Code; > the balance, namely €1.28 per share, will be eligible for said relief. 286 KLÉPIERRE 2017 REGISTRATION DOCUMENT