SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6Share capital and shareholding Reasons justifying why the Company benefits In accordance with the Afep-Medef Code, no termination benefits will from this agreement be owed if the beneficiary has the possibility of receiving retirement benefits under a supplementary pension plan, within six months after Your Supervisory Board gave the following reasons:. termination of his functions. > The Supervisory Board considered that it was in the interest of 2. With Nordica Holdco AB, in which the Klépierre Group Klépierre to authorize the acquisition of Klécar Foncier España SL in order to arrange for that company to enter the Socimi regime, indirectly holds a 56.1% stake which among other things required the company to be wholly Agreement no 1 owned. agreements and commitments previously approved Nature and purpose by the Annual General Meeting On October 3, 2008, your Supervisory Board approved the granting of an open-ended inter-group loan to Nordica Holdco AB bearing Pursuant to Article R. 225-57 of the French Commercial Code (Code annual fixed interest of 6.5%. The interest rate was reduced to 4.7% de commerce), we have been informed that the performance of the as of January 1, 2014, in accordance with the interest rate adjustment following agreements and commitments, previously approved by the mechanism stipulated in the agreement. Annual General Meeting during previous fiscal years, continued during Terms and conditions the year. This loan was granted on October 6, 2008. As at December 31, 2017, 1. With Mr. Jean-Marc Jestin, Chairman of the loan balance totaled €68,952,563.08 and the interest recorded in the Executive Board respect of the fiscal year amounted to €3,565,701.83. Nature and purpose Agreement no 2 Establishment of a compensatory mechanism in the event of Nature and purpose Mr. Jean-Marc JESTIN’s forced departure from Klépierre. On November 30, 2015, your Supervisory Board authorized an Terms and conditions open-ended intercompany loan, granted by your Company and APG Strategic Real Estate Pool NV to Nordica Holdco AB and bearing The amount of termination benefits that would be paid to Mr. Jean- annual fixed interest of 3.2%. This interest rate will be adjusted starting Marc JESTIN will be calculated progressively, based on his seniority as from the fifth anniversary date of the signature of the contract. corporate officer of your Company. The initial amount is equal to one year of annual remuneration, calculated by reference to the last fixed Terms and conditions and variable remuneration paid on the termination date. This initial This loan was granted on December 18, 2015. As at December 31, 2017, amount will increase on a straight-line basis based on Mr. Jean-Marc the loan balance totaled €19,196,911.77 and the interest recorded in the JESTIN’s seniority as a corporate officer of your Company, at the rate respect of the fiscal year amounted to €636,963.85. of one month per year of additional seniority starting from January 1, 2017. In any event, the amount of termination benefits which would 3. With Simon Property Group, shareholder holding more be paid to Mr. Jean-Marc JESTIN in the event of forced departure than 10% of the voting rights of your Company through may not exceed twice his annual gross remuneration (including fixed and variable remuneration) received in respect of his corporate office Simon KP I SARL and Simon KP II SARL during the last twelve months, Moreover, with respect to performance conditions, termination benefits Nature and purpose may only be paid if: Your Supervisory Board, on April 19, 2016, appointed your Company > Mr. Jean-Marc JESTIN received or was entitled to receive, during as the tax representative of Simon KP I SARL and Simon KP II SARL. at least two of the last three fiscal years preceding the year in Terms and conditions which his corporate office terminates, annual overall variable remuneration (i.e., quantitative and qualitative) representing The tax representative ended on May 12, 2017. In accepting this role an amount equal to at least 90% of his fixed remuneration (the as tax representative, your Company did not incur or bear any costs. maximum being 130%); and > the quantitative part of the annual variable remuneration has been paid in an amount equal, at the very least, to the objectives set during the last two fiscal years taken into consideration in the previous condition. Paris-La Défense and Neuilly-sur-Seine, March 7, 2018 The Statutory Auditors Deloitte & Associés Ernst & Young Audit Joël ASSAYAH José-Luis GARCIA Bernard HELLER 280 KLÉPIERRE 2017 REGISTRATION DOCUMENT