CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Elements of compensation Amounts Comments Performance shares €643,650 Allocation of performance shares is discussed in relation to the total annual compensation of an executive corporate officer while ensuring that the interests of shareholders are respected. The shares are allocated as part of annual plans, whose terms are set at pre-determined times. Summary of the main characteristics of the 2017 Plan > Plan authorized on February 2, 2017 by the Supervisory Board and implemented April 18, 2017 by the Executive Board. Note that an authorization for this was granted by the General Meeting of April 19, 2016, in the eighteenth resolution. > 35,000 shares granted to Jean-Marc Jestin representing: — €643,650, on the basis of a valuation of performance shares in accordance with IFRS; — 11.25% of the total allocation carried out under this plan for all beneficiaries concerned; — 0.01% of the Company’s share capital. > Grant subject to three performance conditions (absolute, relative, and internal), assessed over a three-year period for which the performance grid is shown on page 274 of the Company’s registration document: — total shareholder return on Klépierre stock (TSR: change in share price + dividends): for 30% of shares allocated; — performance of Klépierre stock relative to the FTSE EPRA Eurozone index: for 50% of shares allocated; — average change in net rental income, net of indexation, on a like-for-like basis: for 20% of shares allocated. > Other conditions — Service condition. — Obligation to hold in registered form a number of shares equivalent to 50% of the gain on vesting net of taxes and charges calculated during the delivery of the shares until his term of office expires. Stock subscription or None No allocation of stock subscription or purchase options purchase options Directors’ fees None No directors’ fees Value of benefits of all kinds €20,178 Provision of Company car Contributions paid by the Company for Jean-Marc Jestin to remain in the provident fund insurance and healthcare benefits plan for Group employees Insurance for loss of employment via the GSC Severance None On February 2, 2017, the Supervisory Board authorized the establishment of a compensation mechanism payment in the event of Jean-Marc Jestin’s forced departure from Klépierre. This mechanism was approved by the General Meeting of April 18, 2017 (5th resolution). The forced departure cases eligible for the compensation mechanism include all forced departure cases except for forced departure in the event of serious misconduct or gross misconduct and in the event of non-renewal of the Executive Board member’s term of office. In the event of Jean-Marc Jestin’s forced departure, he could, pursuant to this mechanism, receive severance in an initial amount of one year’s annual compensation, calculated by reference to the last fixed and variable compensation paid as at the date of termination; on the understanding that this initial amount will be liable to increase on a linear basis according to Jean-Marc Jestin’s length of service as a corporate officer (on a basis of one month per one additional year of service with effect from 01/01/2017), subject to a maximum of two years’ compensation, in accordance with the AFEP-MEDEF Code. In terms of performance conditions, severance may only be paid in the event that: > in at least two of the three full fiscal years preceding the year of termination of his term of office, Jean-Marc Jestin received or is entitled to receive overall variable annual compensation (that is to say quantitative + qualitative) representing a sum equal to at least 90% of his fixed compensation (the maximum being 130%), and > the quantitative part of the variable annual compensation must, as a minimum, have been paid in an amount equal to the target in the two fiscal years taken into account for the purposes of consideration of the foregoing condition. For information, the net current cash flow per share target for fiscal year 2018 is €2.59. Finally, in accordance with the AFEP-MEDEF Code, no severance will be owed if the beneficiary is entitled to retirement benefits under a supplementary pension plan, within six months after termination of his functions. Non-compete benefit None No non-compete benefit Supplementary pension None Jean-Marc Jestin does not benefit from the supplementary pension plan but is eligible for the same AGIRC plan supplementary pension plan as other Group managers. Other None (a) For fiscal year 2016, the Supervisory Board decided, on the recommendation of the Nomination and Compensation Committee, to set the following fixed annual compensation: — fixed annual compensation for the Chairman of the Executive Board: €472,000; — fixed annual compensation of the COO, member of the Executive Board: €378,000. (b) — Panel of SBF 120 companies (comprising (i) the 10 CAC 40 companies with the lowest market capitalization, (ii) the 20 Next 20 companies and (iii) the 10 SBF 80 companies with the highest market capitalization); and — Panel of companies with comparable activities (STOXX® Europe 600 – Real Estate). 260 KLÉPIERRE 2017 REGISTRATION DOCUMENT