CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 3 TABLE NO. 11 Compensation or benefits due or Compensation related Employment Supplementary conditionally due on termination or to non-competition agreement pension plan change of function clause Yes No Yes No Yes No Yes No Jean-Marc Jestin Chairman of the Executive Board Start of term(a): 06/22/2016 End of term(a): 06/21/2019 X X X X Jean-Michel Gault Deputy CEO Member of the Executive Board Start of term(a): 06/22/2016 (a) (b) (c) (d) End of term : 06/21/2019 X X X X (a) As member of the Executive Board. (b) Historically, Jean-Michel Gault exercised his corporate office as an Executive Board member for free and received compensation for his employment contract. In order to allow him to fully undertake his assignment as Executive Board member, the Supervisory Board, on the recommendation of the Nomination and Compensation Committee, has decided to suspend his employment contract for the duration of his corporate office, with effect from July 1, 2016. (c) Jean-Michel Gault is eligible for the supplementary pension plan for executives of the former Compagnie Bancaire, which provides for an additional pension at the time of retirement with a maximum annual amount of €7,122. (d) The General Meeting is called to approve the provision of such compensation. 5.2.4 Elements of compensation paid or allocated for fiscal year 2017 submitted to the vote of the General Meeting of April 24, 2018 5.2.4.1 Elements of compensation paid or allocated to Jean-Marc Jestin, Chairman of the Executive Board, for the fiscal year ended December 31, 2017 Elements of compensation Amounts Comments Fixed annual compensation €500,000 In accordance with the compensation policy of the Executive Board’s members described in section 5.2.2.1 of this registration document, the 2017 fixed annual compensation of Executive Board members (a), in order to re-establish was subject to an increase compared to the 2016 fixed annual compensation (b) that the fixed annual compensation was not in line its competitiveness, to the extent that it turned out with that offered to executives of comparable companies. It is important to note that, even after the increase, there is still a significant difference compared to the median fixed annual compensation of corporate officers of the samples analyzed. Annual variable €650,000 The Supervisory Board decided that the variable compensation of Jean-Marc Jestin for fiscal year 2017 may vary compensation between 0% and 130% of his fixed annual compensation and will be determined in the following manner: > from 0% to 80% of fixed annual compensation based on net current cash flow per share. This financial indicator, which measures changes in income using internal growth and external growth effects, efficiency of cost management (operating costs and financial costs) and tax exposure of current transactions, is particularly relevant for a real estate company like Klépierre; and > from 0% to 50% of fixed annual compensation, based on the following themes and targets set for 2017: (i) disposals, acquisitions, developments, (ii) social and environmental responsibility, (iii) image of the Company. On the basis of the work of the Nomination and Compensation Committee, the Supervisory Board of February 6, 2018 has set the following: > 80% of the fixed annual compensation the amount of the variable share of 2017 compensation due for achieving the quantitative target; and > 50% of the fixed annual compensation the amount of the variable share of 2017 compensation due for achieving the qualitative targets; corresponding to €650,000. Details of the achievement rate for the quantitative and qualitative criteria are presented on pages 252 and 253. of the Company’s registration document. Note that the payment of this compensation is subject to the approval of the General Meeting of April 24, 2018. Deferred variable None No deferred variable compensation compensation Long-term variable None No long-term variable compensation compensation Exceptional compensation None No exceptional compensation KLÉPIERRE 2017 REGISTRATION DOCUMENT 259