SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS Share capital and shareholding 6 6.1.3.3 Performance share plans allocated since 2012 Conditions common to all plans adopted prior Overview of plans adopted prior to December 31, 2017 to December 31, 2017 2012 Plan Share vesting period and holding period On October 23, 2012, the Executive Board adopted a plan for > Principle applicable to vesting period: the allocation of shares 260,200 shares for 66 beneficiaries (2012 Plan) representing, on the becomes definitive and delivery is made in the form of Company basis of the Company’s share capital at December 31, 2017, a maximum shares at the end of a vesting period set by the Executive Board. potential dilution of 0.083%, whose main features are as follows: In accordance with the authorization of the General Meeting of > allocation is subject to the performance (for 24 beneficiaries) and Shareholders, the vesting period cannot be less than three years. service (for all beneficiaries) conditions described above; > Principle applicable to the holding period: following the vesting > beneficiaries are subject to either a three-year vesting period period, beneficiaries are required to hold said shares for a period of after which the shares must be held for at least two years (France two years. Where the vesting period for all or part of an allocation Plan), or to a vesting period of four years with no holding period is at least four years, the Executive Board may not impose any (International Plan). holding period for the relevant shares. > Plans established by the Supervisory Board: on the basis of The performance condition of the plan was measured on October 23, the above principles, the Executive Board established “3+2” plans 2015. Under the absolute performance condition (30% of shares), (three-year vesting period and two-year holding period) for French 100% of shares were vested. Under the relative performance condition tax residents and “4+0” plans (four-year vesting period and no (70% of shares), 87.88% of shares were vested. holding period) for those tax residents in other jurisdictions. 2013 Plan Service condition On February 25, 2013, the Executive Board adopted a plan for The vesting of the shares requires the service of the beneficiary within 255,000 shares for 51 beneficiaries (2013 Plan) representing, on the the Group until the end of the vesting period, barring exceptional basis of the Company’s share capital at December 31, 2017, a maximum cases of maintenance of rights under the conditions described in the potential dilution of 0.081%, whose main features are as follows: rules for the relevant plan. > allocation must be subject to the performance and service Should the beneficiary leave before expiration of the term for conditions described above; evaluating the performance share performance criteria, preservation > beneficiaries are subject to either a three-year vesting period of all or part of the profits for the performance shares is subject to after which the shares must be held for at least two years (France the decision of the Supervisory Board and must be substantiated. Plan), or to a vesting period of four years with no holding period With respect to the Executive Board members, the Supervisory Board (International Plan). will only admit a partial lifting of the service condition according to a The performance condition of the plan was measured on February 24, prorata temporis vesting principle. 2016. Under the absolute performance condition (30% of shares), Performance conditions 100% of shares were vested. Under the relative performance condition (70% of shares), 20.32% of shares were vested. Performance conditions are determined by the Executive Board after consultation of the Nomination and Compensation Committee 2014 Plan and the Supervisory Board. They are identical for all beneficiaries of On March 10, 2014, the Executive Board adopted a plan for performance shares. 255,500 shares for 61 beneficiaries (2014 Plan) representing, on the The performance conditions for the various plans are based on the basis of the Company’s share capital at December 31, 2017, a maximum following criteria: potential dilution of 0.081%, whose main features are as follows: > absolute performance of the Klépierre share (total shareholder > allocation must be subject to the performance and service return: change in share price + dividend) – this condition applies conditions described above; to 30% of the shares; > beneficiaries are subject to either a three-year vesting period > performance of the Klépierre share relative to a peer group – this after which the shares must be held for at least two years (France condition applies to 70% of the shares until the 2016 Plan then to Plan), or to a vesting period of four years with no holding period 50% since the 2016 Plan; (International Plan). > applicable since the 2016 Plan, internal performance assessed The performance condition of the plan was measured on March 9, via an operational criterion directly linked to the business of the 2017. Under the absolute performance condition (30% of shares), Company: the average change over three years of net rental 16.11% of shares were vested. Under the relative performance condition income, net of indexation, on a like-for-like basis – this condition (70% of shares), 0% of shares were vested. applies to 20% of the shares until the 2018 Plan. KLÉPIERRE 2017 REGISTRATION DOCUMENT 273