CORPORATE GOVERNANCE REPORT 5Management and oversight of the Company With regard to the composition of the special committees the > 50% for the Nomination and Compensation Committee (in which proportion of independent members is as follows: the Chairman has the casting vote); > 75% for the Audit Committee (including the Chairman); > 50% for the Sustainable Development Committee. Changes in the composition of the Supervisory Board during fiscal years 2017 and 2018 Changes occurred in 2017 Departures/appointments/renewals occurred during fiscal year 2017 David Simon – Chairman N/A John Carrafiell N/A Béatrice de Clermont-Tonnerre N/A Bertrand de Feydeau Appointment expired at the end of the General Meeting of Shareholders of April 18, 2017 Jeroen Drost N/A Steven Fivel N/A Stanley Shashoua Term of office renewed for a period of three years by the General Meeting of Shareholders of April 18, 2017 Catherine Simoni Term of office renewed for a period of three years by the General Meeting of Shareholders of April 18, 2017 Rose-Marie Van Lerberghe N/A Florence Von Erb Term of office renewed for a period of three years by the General Meeting of Shareholders of April 18, 2017 Appointment of members of the Supervisory Board David Simon, John Carrafiell and Steven Fivel wished to apply for re- expiring in 2018 appointment. Given their skills and their contribution to the work of the Supervisory Board, the Supervisory Board decided to propose to The following appointments expire at the end of the General Meeting the General Meeting of April 24, 2018 the renewal of the terms of office called to deliberate on April 24, 2018: of these three members for a period of three years. They are also > the term of office of David Simon, member and Chairman of the expected to continue to sit on the special committees of which they Supervisory Board since 2012, also Chairman of the Investment are currently members. Jeroen Drost made it known that he would not Committee; be applying for re-appointment. APG has nominated Robert Fowlds, whose biography will be provided in the notice of meeting brochure > the term of office of John Carrafiell, member of the Supervisory for the Company’s General Meeting on April 24, 2018. Board since 2014 and Chairman of the Audit Committee; The Supervisory Board will appoint the Chairman of the Supervisory > the term of office of Jeroen Drost, member of the Supervisory Board immediately at the close of the General Meeting called Board since 2014, and member of the Investment Committee and to approve the renewal and appointment of the aforementioned the Nomination and Compensation Committee; and members. > the term of office of Steven Fivel, member of the Supervisory Board since 2012, Chairman of the Sustainable Development Committee and member of the Nomination and Compensation Committee. The table below summarizes the changes planned in 2018 to the composition of the Supervisory Board: Date Departure Appointment Renewal 24 avril 2018 Jeroen Drost Robert Fowlds David Simon John Carrafiell Steven Fivel Subject to the approval by the General Meeting of April 24, 2018 of the renewals and the appointment mentioned above, the Supervisory Board will continue to be composed as follows: Composition after the 2018 General Meeting of Shareholders Percentage of independent members 55.56% Percentage of female members 44.45% Percentage of Supervisory Board members of foreign nationalities 55.56% Conflict of interest – Convictions for fraud No conflict of interest, even potential, has been brought to the attention of the Supervisory Board. Moreover, the analysis carried out by the The internal rules of the Supervisory Board of the Company state Supervisory Board in early 2017 led it to believe that none of the members that the members of the Board must inform the Supervisory Board of were in a situation of even potential conflict of interest and that none of its any conflict of interest, potential or otherwise, with the Company and members had direct or indirect business relations with Klépierre. abstain from voting on the corresponding deliberations. Each year, this obligation is supplemented with the submission of a questionnaire setting out multiple possible examples of conflicts of interest and inviting all the members of the Supervisory Board to declare any situations that might represent a conflict of interest, even potential, with respect to Klépierre. 230 KLÉPIERRE 2017 REGISTRATION DOCUMENT