SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS Share capital and shareholding 6 6.1.3 Stock purchase options 6.1.3.2 Overview of past stock purchase and performance shares option plans Stock purchase options have a lifespan of eight years and can be 6.1.3.1 Option and performance share exercised on one or more occasions from the fourth anniversary allocation policy following their date of allocation, subject to service and performance conditions. Options and performance shares allocated to executive corporate Details of the various plans in effect are listed below: officers and employees are a long-term motivating factor that aligns the interests of executives with the interests of shareholders for Conditions common to all plans creation of value in the long term. Prior to 2012, the Company implemented several stock purchase Performance condition option plans for the benefit of its executives and some of its employees. However, since 2012, the Company has given preference to performance The stock option plans implemented prior to 2012 include, since shares. Since stock purchase options have a lifespan of eight years, the 2009, in addition to a service condition, a performance condition for options that were allocated will be exercisable until 2020. the members of the Executive Board (100% of their allocation) and for the other members of the Executive Committee (50% of their Beneficiaries of allocations allocation). The exercise price for the stock purchase options has not been discounted. The beneficiaries of these plans are executives, whose allocations are The performance condition is based on the performance of the made in accordance with executive corporate officer compensation Klépierre share relative to the EPRA Eurozone index (Code no. EPEU) policy, and other particularly dedicated Group employees, whose for the first four years of the plan. loyalty it is necessary to encourage. As a result, the list of beneficiaries changes every year, as does the number of shares allocated to each The performance condition is measured on four occasions (once at beneficiary. the end of each of the first four years of the plan). Each measurement taken affects a quarter of the stock purchase options in question. Allocation by the Supervisory Board > If Klépierre share performance is lower than the index’s by These allocations are made pursuant to the AFEP-MEDEF 20% or more, the corresponding stock purchase options lapse recommendations and occur every year during the same calendar automatically. periods. The calendar period was changed in 2015 in order to take > Should the Klépierre share underperform by between 0% and into account the new number of employees resulting from the merger 20%, the exercise price of the stock purchase options increases with the Corio Group and has remained unchanged since that time. proportionally from 5% to 20%. Cap in the number of performance shares offered > Should the Klépierre share outperform the index, all stock purchase options are allocated, and the exercise price remains the same. Pursuant to the AFEP-MEDEF Code, the Supervisory Board defines All of these measurements were performed for each of the three plans the maximum percentage of performance shares that can be allocated in effect, and the stock purchase option exercise prices for the various to the members of the Executive Board (currently 0.2% of the share plans are listed in Table 8 on page 272. capital over a period of 38 months from the General Meeting of Shareholders of April 19, 2016, and this percentage is part of the overall percentage of 0.5% of the share capital authorized by that General Service condition Meeting of Shareholders over the same period). The exercise of stock purchase options is allowed only for beneficiaries The number of performance shares allocated individually to still with the Company at that date, barring exceptional cases of members of the Executive Board must be previously approved by maintenance of rights as described in the rules for the relevant plan. the Supervisory Board after recommendation by the Nomination and Compensation Committee, and it is determined with regard to the corporate executive officer’s total annual compensation. No hedging arrangements In accordance with the AFEP-MEDEF Code, the members of the Executive Board have not made any hedging arrangement with regard to the options and performance shares granted to executive corporate officers. KLÉPIERRE 2017 REGISTRATION DOCUMENT 271