SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6General Meeting of Shareholders 2. Renewal and appointment proposals Subject to a positive vote from the General Meeting with regard to the As of December 31, 2017, the composition of the Supervisory Board proposed renewals and appointment, it will be noted that among the was balanced and in line with both regulatory requirements as well as nine members comprising the Supervisory Board following the General AFEP-MEDEF Code recommendations. The members of the Board Meeting on April 24, 2018, there will be: are experts in the real estate sector and have complementary skills. > five independent members, representing 55.56% of the members, In addition, they all have in-depth knowledge of Klépierre and its in excess of the minimum proportion of 50% recommended by the operations. AFEP-MEDEF Code; With this in mind, Klépierre’s Nomination and Compensation > four women, accounting for 44.45% of the Board, in excess of the Committee and Supervisory Board are in favor of renewing the terms requirements of the French Commercial Code (40%); of office of Supervisory Board and Committee members David Simon, > five foreign members, with members of US and UK nationalities. John Carrafiell and Steven Fivel for a three-year period that will expire at the end of the Ordinary General Meeting called in 2021 to approve We propose that you approve Resolution 6 through Resolution 9 the financial statements for fiscal year 2020. presented to you. Renewal of David Simon’s term of office Resolutions 10 and 11 – Approval of the elements David Simon has been a member and Chairman of the Supervisory of compensation paid or allocated to members Board since 2012. He also chairs the Investment Committee. His of the Executive Board for fiscal year 2017 knowledge of the real estate sector and his strategic vision are highly valued assets for Klépierre. David Simon does not have any business We request that you hold an a posteriori vote to decide on the amount ties with Klépierre. or value of the elements of compensation paid or allocated during the Subject to the adoption of Resolution 6, the Board plans to renew last fiscal year ended. David Simon as Chairman of the Supervisory Board at the end of the Information relating to the elements of compensation payable Ordinary and Extraordinary General Meeting on April 24, 2018. or allocated to each member of the Executive Board for the fiscal year ended is set out in section 5.2.4.1 (for Jean-Marc Jestin) and Renewal of John Carrafiell’s term of office section 5.2.4.2 (for Jean-Michel Gault). John Carrafiell has been a member of the Supervisory Board since We propose that you approve Resolution 10 and Resolution 11 2014. He is also a member and chairman of the Audit Committee, which presented to you. enables Klépierre to take maximum advantage of his financial expertise. In addition, John Carrafiell is regarded as independent according to the Resolutions 12, 13 and 14 – Compensation policy criteria contained in the AFEP-MEDEF Corporate Governance Code, for corporate officers and he does not have any business ties with Klépierre. Renewal of Steven Fivel’s term of office The law of December 9, 2016 relating to transparency, anti-corruption and modernization of the economy, known as the “Sapin 2” Law, Steven Fivel has been a member of the Supervisory Board since introduced an a priori vote on the compensation policy for the current 2012, having been appointed on a proposal from Simon Property fiscal year applied to members of the Supervisory Board and Executive Group. Steven Fivel is also a member and chair of the Sustainable Board. Development Committee as well as a member of the Investment The Supervisory Board submits for the approval of the General Committee and of the Nomination and Compensation Committee. Meeting the principles and criteria applicable to determining, His diverse expertise (particularly in terms of governance and distributing and allocating the fixed, variable and exceptional items management in the real estate sector) has added a great deal of value comprising the total compensation and benefits of any kind allocated to the work of these committees. Steven Fivel also does not have any to the members of the Supervisory Board and of the Executive business ties with Klépierre. Board in respect of the performance of their office in 2017, and which constitute the compensation policy concerning them. Appointment of Robert Fowlds as a member of the Supervisory Board 1. Compensation policy for members Jeroen Drost’s term of office expires at the end of the General Meeting of the Supervisory Board of April 24, 2018. He chose not to have his term of office renewed. The compensation of members of the Supervisory Board only consists It is proposed to appoint Robert Fowlds, to replace Jeroen Drost, of directors’ fees paid by Klépierre, the maximum amount of which as a member of the Supervisory Board for a period of three years, is voted on by the General Meeting and the distribution of which is expiring at the end of the Ordinary General Meeting called in 2021 to decided upon by the Supervisory Board. The variable portion of the approve the financial statements for fiscal year 2020. This candidate’s directors’ fees is the major portion, pursuant to the AFEP-MEDEF biography will be included in the notice of meeting brochure published Code guidelines. online on Klépierre’s website. Robert Fowlds, whose appointment was Pursuant to Article 17 paragraph 1 of the Company’s bylaws, the proposed by APG, is not considered as independent member. General Meeting sets the amount of the overall budget for directors’ fees allocated to members of the Supervisory Board for their work during the fiscal year. This overall budget was set at €700,000 by the Ordinary and Extraordinary General Meeting of April 19, 2016. This policy is presented in detail in the Supervisory Board’s report on the compensation policy for the Supervisory Board members prepared pursuant to Article L. 225-82-2 of the French Commercial Code, which appears in section 5.2.1.1 of the 2017 Klépierre registration document. 284 KLÉPIERRE 2017 REGISTRATION DOCUMENT