CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Summary Indicative timeline showing the steps required in determining the compensation of Executive Board members Schedule Post General Meeting for one From June of year Y-1 of the shareholders year to February of year Y From February of year Y April of year Y of year Y Leader Nomination and Supervisory Board Executive Board General Meeting Nomination and body Compensation Committee of shareholders Compensation Committee Work Discussion of the Supervisory Board With respect of the Submission to the Report on the General completed compensation of each decisions concerning long-term incentive General Meeting of the Meeting of year Y member of the Executive the compensation of of the year, effective compensation elements (including analysis of Board, in particular: each Executive Board allocation to the paid to each Executive the meaning of the 1) G eneral structure: member (including members of the Board member for year vote on the say on pay review and assessment in particular the fixed Executive Board, Y-1 (as part of the resolutions, analysis of the relevance of the annual compensation, based on the allocation non-binding say on pay) of comments from general structure of the annual variable decided by the Submission to the investors and proxy compensation compensation and the Supervisory Board shareholders’ vote of advisors) 2) Fix ed annual long-term incentive), the compensation policy compensation: analysis on the basis of applied by Klépierre for of the fixed annual recommendations year Y compensation level by the Nomination Submission to the 3) Annual v ariable and Compensation shareholders’ vote of other compensation: Committee compensation elements — determination of Observation of (for example, authorization the amount of performance levels to issue long-term short-term variable attained for the incentive such as stock compensation due long-term incentive options or performance for year Y-1 on the reaching maturity shares, or likewise to basis of performance a vote under the rules criteria established applicable to related-party at the beginning of agreements) year Y-1 — determination of the applicable performance criteria and the short-term variable compensation for year Y 4) L ong-term incentive: — setting the total amount that may be allocated to Executive Board members — determination of the performance criteria to be applied to the current share allocation plan for year Y 5) Benefits in kind 6) Analy sis of applicable governance regulations and changes regarding this matter (for example, numerous analyses carried out as part of the introduction, by the Sapin II Law, of the say on pay relating to the compensation policy applied by Klépierre) Goals Retain the talent sought Define a close link between performance and compensation Arrive at a compensation structure that all stakeholders consider balanced and satisfactory Promote long-term growth and commitment of Group employees, while ensuring a convergence of interests for the shareholders and employees Means Use of specialized, independent, and prominent experts mobilized Study of different panels (for which the Committee regularly ensures relevance) Meeting with investors and the proxy advisors Legal Department Human Resources Department Unifying Exhaustiveness, balance between the compensation elements, comparability, consistency, clear rules and moderation principles 242 KLÉPIERRE 2017 REGISTRATION DOCUMENT