FINANCIAL STATEMENTS 3Consolidated financial statements as of December 31, 2017 9.3.2 Commitments related to the Group’s operating Financial warranties received from tenants activities As part of its rental business, the Group receives payment guarantees issued by financial institutions guaranteeing the amounts owed by Sale commitments tenants. The sale commitments are related to a building in Köln in Germany, To the best of our knowledge, we have not omitted any significant or four retail units and a land in Cahors, in France. potentially significant off-balance sheet commitment as defined by the applicable accounting standards. Financial warranty received in connection with management activity (Loi Hoguet) As part of its real-estate and property management activities, banking guarantees have been delivered to Klépierre Management for an amount capped at €190 million as of December 31, 2017. 9.4 Shareholders’ agreements Date of the agreement Companies or last % of group Type of (countries) Partners amendment control control Comments Bègles Arcins SCS Assurécureuil Pierre 09/02/2003 52.00% Exclusive The agreement contains provisions relating to the governance (France) 3 SC Control of the Company, and contains the usual protections found in proposed share sales, as well as a dispute resolution clause. Secovalde SCI, Vendôme 11/23/2010 55.00% Exclusive The agreement provides the usual protections in the event of Valdebac SCI Commerces SCI Control a proposed sale of equity shares to a third party (first refusal and (France) total joint exit rights) and change of control of a partner. Portes de Claye SCI Cardif Assurances vie 04/16/2012 55.00% Exclusive The agreement contains provisions governing relations between (France) Control Company partners. It provides the usual protections in the event of proposed sale of equity shares to third parties: reciprocal pre-emption right, reciprocal total joint exit right, total joint exit obligation by non-controlling partner in the event the majority partner plans to sell its full equity stake. It also gives minority partner a right of first offer in the event of a sale of assets by the Company. Massalia Invest SCI, Lacydon SA 09/27/2017 60.00% Exclusive The agreement contains provisions governing relationships Massalia Shopping Control between partners of the above companies, particularly the Mall SCI (France) corporate governance apparatus of Massalia Invest and Massalia Shopping Mall SCI, the terms of assignment and liquidity of investment of partners in Massalia Invest (right of first refusal, tag-along right, a change of control clause, option to purchase) and the terms and main methods of funding of Massalia Invest and Massalia Shopping Mall SCI. The last amendement is modifing the functionning rules (voting rules) of the executive committee when it comes to decisions related to the «grande surface alimentaire» of the shopping center. Nordica Holdco Stichting 10/07/2008 56.10% Exclusive The agreement includes the usual provisions to protect AB, Storm Holding Pensioenfonds ABP, Control non-controlling interests: qualified majority voting for certain Norway AS et Steen Storm ABP Holding decisions, purchase option in the event of deadlock and joint exit & Strøm AS (Sweden B.V. et PG Strategic rights, as well as the following provisions: & Norway) Real Estate Pool N.V., > a one-year inalienability period applied to Steen & Strøm Stichting Depositary shares from the date of acquisition; APG Real Estate > each party has a right of first offer on any shares which the Pool other party wishes to transfer to a third party, subject to the provision that if shares are transferred by one party (other than Klépierre or one of its affiliates) to a Klépierre competitor (as defined in the agreement), the shares concerned will be subject to a right of first refusal and not a right of first offer; > from the sixth year following acquisition, either party may request a meeting of shareholders to approve, subject to a two-thirds majority, the disposal of all the shares or assets of Steen & Strøm, or a market flotation of the Company. The Group has the right to appoint three members to the Board of Directors including the Chairman, whereas the partner can appoint two members. This latter has protective rights pursuant to the shareholders’ agreement and following the analysis of the decisions reserved for the partner. Kleprim’s SC (France) Holdprim’s SAS 11/30/2016 50.00% Joint The agreement gives Kléprojet 1 exit rights if the conditions Control precedent are unmet as well as the usual protections in the event of a proposed sale of equity shares to a third party (first refusal and total joint exit rights), change of control of a partner and other circumstances affecting the relationship between partners. Cecobil SCS (France) Vendôme 10/25/2007 50.00% Joint The agreement provides the usual protections in the event of Commerces SCI Control a proposed sale of equity shares to a third party (first refusal and total joint exit rights) and change of control of a partner. 112 KLÉPIERRE 2017 REGISTRATION DOCUMENT