SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS General Meeting of Shareholders 6 In accordance with the provisions of Article L. 225-210 of the French will reduce the distribution deducted from the profit from the exempt Commercial Code, the General Meeting resolves that the amount and taxable activities in the same proportions as indicated above. corresponding to treasury shares owned on the dividend payment The ex-dividend date in respect of the dividend of €1.96 per share date and any amount that the shareholders might have waived will be will be April 26, 2018, and the dividend will be paid in cash on appropriated to the “retained earnings” account. The relevant sums April 30, 2018. In accordance with Article 243 bis of the French General Tax Code, dividends in respect of the last three fiscal years were as follows: Fiscal year Total dividend paid Amount eligible for the tax relief Amount not eligible for the tax (in €) to shareholders Net dividend per share under Article 158-3-2 GTC relief under Article 158-3-2 GTC (a) 0 398,423,693.56 2014 398,423,693.56 1.60 2015 534,405,307.10 1.70 377,227,275.60 157,178,031.50 2016 572,128,034.66 1.82 122,598,864.57 449,529,170.09 (a) The net dividend of €1.60 corresponds first, to the distribution of an interim dividend paid on January 12, 2015 in an amount of €181,518,009.40, or €0.91 per share (out of a total number of shares of €199,470,340 as at December 31, 2014) and secondly, to an additional distribution of €216,905,684.16, or €0.69 per existing share or per share issued as part of the merger with Corio N.V., paid on April 21, 2015 (i.e., a total number of shares of 314,356,063). The General Meeting confers all necessary powers on the Executive Board to determine the overall amount of the dividend and consequently the amount of the balance of distributable earnings to be appropriated to the “retained earnings” account, particularly taking into account the number of shares owned by the Company at the dividend payment date and, where applicable, the number of shares canceled before that date. Resolution 4 Resolution 7 (Approval of the transactions and agreements referred (Renewal of John Carrafiell’s term of office as a member to in Article L. 225-86 of the French Commercial Code) of the Supervisory Board) Pursuant to the quorum and majority requirements applicable to Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, and having noted the special report of the Ordinary General Meetings, the General Meeting, noting that John Statutory Auditors on the agreements referred to in Article L. 225-86 Carrafiell’s term of office as a member of the Supervisory Board expires of the French Commercial Code and relating to the fiscal year ended on the date hereof, renews it for a period of three years expiring at December 31, 2017, the General Meeting approves this report in all the end of the Ordinary General Meeting called in 2021 to approve the its provisions and each of the new agreements mentioned therein, financial statements for fiscal year 2020. in accordance with the provisions of Article L. 225-88 of said Code. John Carrafiell has indicated that he accepted the renewal of his term of office and that he did not exercise any function and was not subject Resolution 5 to any measure that could make him ineligible for office. (Approval of the commitments referred to in Articles L. 225-86 and L. 225-90-1 of the French Commercial Code relating Resolution 8 to Jean-Michel Gault) (Renewal of Steven Fivel’s term of office as a member Pursuant to the quorum and majority requirements applicable to of the Supervisory Board) Ordinary General Meetings, the General Meeting notes that it has Pursuant to the quorum and majority requirements applicable to received the special report provided for by the legal and regulatory Ordinary General Meetings, the General Meeting, noting that Steven provisions in force and referred to in Articles L. 225-86 and L. 225-90-1 Fivel’s term of office as a member of the Supervisory Board expires of the French Commercial Code relating to the commitments made for on the date hereof, renews it for a period of three years expiring at Jean-Michel Gault, member of the Executive Board. the end of the Ordinary General Meeting called in 2021 to approve the It approves those commitments and the report concerning them financial statements for fiscal year 2020. pursuant to Articles L. 225-86 and L. 225-90-1 of the French Steven Fivel has indicated that he accepted the renewal of his term of Commercial Code. office and that he did not exercise any function and was not subject to any measure that could make him ineligible for office. Resolution 6 (Renewal of David Simon’s term of office as a member Resolution 9 of the Supervisory Board) (Appointment of Robert Fowlds as a member Pursuant to the quorum and majority requirements applicable to of the Supervisory Board) Ordinary General Meetings, the General Meeting, noting that David Pursuant to the quorum and majority requirements applicable to Simon’s term of office as a member of the Supervisory Board expires Ordinary General Meetings, the General Meeting has decided to on the date hereof, renews it for a period of three years expiring at appoint Robert Fowlds as a member of the Supervisory Board for the end of the Ordinary General Meeting called in 2021 to approve the a period of three years expiring at the end of the Ordinary General financial statements for fiscal year 2020. Meeting called in 2021 to approve the financial statements for fiscal David Simon has indicated that he accepted the renewal of his term of year 2020. office and that he did not exercise any function and was not subject Robert Fowlds has indicated that he accepted his appointment as a to any measure that could make him ineligible for office. member of the Supervisory Board and that he did not exercise any function and was not subject to any measure that could make him ineligible for office. KLÉPIERRE 2017 REGISTRATION DOCUMENT 287