FINANCIAL STATEMENTS 3Corporate financial statements as of December 31, 2017 This partners’ agreement amended on December 29, 2008 and majority, the disposal of all the shares or assets of Steen & Strøm, November 23, 2010, also includes SCI Valdebac since December 8, or a market flotation of the Company. 2010. For instance, in December 8, 2010 more than 99.99% of the Through deeds of adherence dated December 23, 2009, Storm ABP shares were transferred from SNC Kléber La Pérouse and SCI Holding B.V. and APG Strategic Real Estate Pool N.V. adhered to this Vendôme Commerces to SCI Secovalde. As a consequence, the partners’ agreement; partners’ agreement that only concerns SCI Valdebac, signed by SNC Kléber La Pérouse and SCI Vendôme on June 21, 2010, was terminated Through a deed of adherence dated September 30, 2011, Stichting on December 8, 2010. Depositary APG Real Estate Pool adhered to this partners’ agreement. Klépierre succeeded to the rights and obligations of the company SNC Shareholders’ agreement signed by Klépierre and Cardif Kléber La Pérouse in respect of this agreement following the transfer of all the latter’s assets and liabilities to Klépierre on July 4, 2012. Assurance Vie regarding SCI Portes de Claye Partners’ agreements between Klépierre, Klefin Italia, This agreement, signed on April 16, 2012, contains provisions governing relations between company shareholders. Finiper, Finiper Real Estate & Investment, Ipermontebello, It provides the usual protection in the event of sales project of Immobiliare Finiper and Cedro 99 in respect of Clivia company shares to third parties: With regard to Clivia, the pact dated December 14, 2007 initially > reciprocal pre-emption right; concluded for a period of 10 years was tacitly renewed for a further period of 10 years. In particular, this agreement provides for a right of > reciprocal total joint exit right; first refusal in the event of transfer of shares to third parties, as well as a right of joint exit, provisions relating to governance and majorities > total joint exit obligation in the event of majority shareholder plans required for the making of certain social decisions. to sell its full equity stake. It also contains minority shareholders’ right of first offer in the event Partners’ agreements between Klépierre and Stichting of a sale of assets by the Company. Pensioenfonds ABP in respect of the Swedish company The company Klécar France SNC succeeded to the rights and Nordica Holdco AB, and the Norwegian companies Storm obligations of the company KC 2 SNC in respect of this agreement Holding Norway AS and Steen & Strøm following the transfer of all the latter’s assets and liabilities to Klécar The shares in Steen & Strøm were acquired via Storm Holding Norway France SNC on June 5, 2012. AS, a company registered in Norway and wholly-owned by Nordica Furthermore, Klépierre succeeded to the rights and obligations of the Holdco AB, a company registered in Sweden. company Klécar France SNC in respect of this agreement following the This agreement was made on July 25, 2008 and an amendment made transfer by the latter of its stake in SCI Portes de Claye to Klépierre. on October 7, 2008. It includes the usual provisions to protect non- controlling interests: qualified majority voting for certain decisions, Partnership agreement between Klépierre, Klépierre purchase option in the event of deadlock and joint exit rights, as well Massalia and Lacydon SA relating to Massalia Invest as the following provisions: and Massalia Shopping Mall SCI > a one-year inalienability period applied to Steen & Strøm shares This agreement, signed on November 14, 2014, contains provisions from the date of acquisition; governing relationships between partners of the above companies, > each party has a right of first offer on any shares which the other particularly the corporate governance apparatus of Massalia Invest party wishes to transfer to a third party, subject to the proviso that and Massalia Shopping Mall SCI, the terms of assignment and liquidity where shares are transferred by one party (other than Klépierre of investment of partners in Massalia Invest (right of first refusal, tag- or one of its affiliates) to a Klépierre competitor (as defined in the along right, a change of control clause, option to purchase) and the agreement), the shares concerned will be subject to a right of first terms and main methods of funding of Massalia Invest and Massalia refusal and not a right of first offer; Shopping Mall SCI. > from the sixth year following acquisition, either party may request A amendment signed on September 27, 2017 provides for the adjustment a meeting of shareholders to approve, subject to a two-thirds of the management committee’s operating rules (vote) on the occasion of decisions concerning the shopping center’s food superstore. 154 KLÉPIERRE 2017 REGISTRATION DOCUMENT