SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS General Meeting of Shareholders 6 defined by the General Regulation of the French Financial Markets other currency on the same date), excluding purchase expenses. Authority (AMF), the number of shares taken into account in the This maximum price only applies to purchases decided upon after calculation of the 10% limit provided above corresponds to the the date of this Meeting and not to future transactions made pursuant number of shares purchased, after deducting the number of shares to an authority given by a previous General Meeting providing for re-sold during the period of the authorization; purchases of shares after the date of this Meeting. In the event of > the number of shares that the Company may hold at any time transactions affecting the share capital, and in particular share splits whatsoever does not exceed 10% of the shares comprising the or consolidations or the allocation of bonus shares, or of transactions Company’s share capital at the relevant date. affecting shareholders’ equity, the amount indicated above will be adjusted to take account of the impact of the value of such Purchases, sales or transfers of shares may be carried out on one transactions on the value of the shares. or more occasions, at any time within the limits authorized by the For informational purposes, based on the number of shares in the legal and regulatory provisions in force and those provided for in Company’s capital as of December 31, 2017, the total amount allocated this resolution (except during tender offer periods in respect of to the share buyback program authorized above may not exceed the Company’s shares), and by any means, on regulated markets, €1,571,780,300. multi-lateral trading systems, using systematic internalizers or over-the-counter, including by purchasing or selling blocks of The General Meeting confers all necessary powers on the Executive securities (without limiting the proportion of the buyback program Board, which may sub-delegate such powers to implement this that can be carried out in this way), by public tender or exchange authority, to carry out these transactions, to approve the terms and offers, or by using options or other financial futures, or by delivering conditions thereof, to sign any agreements and to complete any shares following the issue of negotiable securities giving access to formalities. the Company’s share capital by converting, exchanging, repaying, With effect from the date hereof, this authority cancels the unused exercising a warrant or in any other way, and whether directly or part of the authority delegated by the fifteenth resolution of the indirectly through an investment services provider. Company’s General Meeting on April 19, 2016, as applicable. It is given The maximum purchase price of the shares under this resolution for a period of 18 months with effect from the date hereof. will be €50 per share (or the exchange value of that amount in any Resolutions of the Extraordinary General Meeting Resolution 16 The General Meeting confers all necessary powers to the Executive (Delegation of authority to the Executive Board, for a period Board, which may sub-delegate them under the conditions provided of 26 months, to reduce the share capital by canceling treasury by law and by the Company’s bylaws, to charge the difference between shares) the book value of the shares canceled and their par value to any reserve or premium accounts, to approve the terms and conditions Pursuant to the quorum and majority requirements applicable to of cancellation of the shares, to complete any capital cancellation Extraordinary General Meetings, and having considered the report of and reduction transaction or transactions that might be carried out the Executive Board and the special report of the Statutory Auditors, pursuant to this authority, to make the consequential amendments to the General Meeting authorizes the Executive Board to reduce the the bylaws, to make any declarations to the French Financial Markets share capital, on one or more occasions, in such proportions and at Authority, and to complete any formalities. such times as it shall decide, by canceling any quantity of treasury With effect from the date hereof, this authority cancels the unused shares that it shall decide within the limits authorized by law, in part of the authority delegated by the sixteenth resolution of the accordance with the provisions of Articles L. 225-209 et seq. of the Company’s General Meeting on April 18, 2017, as applicable. It is given French Commercial Code and L. 225-213 of said Code. for a period of 26 months with effect from the date hereof. On the date of each cancellation, the maximum number of shares canceled by the Company during the 24-month period preceding that Resolution 17 cancellation, including the shares canceled on that occasion, may not exceed ten per cent (10%) of the shares comprising the Company’s (Powers for formalities) capital on that date, namely, for information purposes, at December 31, Pursuant to the quorum and majority requirements applicable to 2017, a maximum of 31,435,606 shares, on the understanding that this Extraordinary General Meetings, the General Meeting confers all limit applies to the amount of the Company’s share capital as adjusted, necessary powers on the holder of an original, copy or extract of the where applicable, to take account of transactions affecting the share minutes of its deliberations to file any documents and carry out any capital after this General Meeting. formalities required by law. KLÉPIERRE 2017 REGISTRATION DOCUMENT 289