SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS Share capital and shareholding 6 Shareholders’ agreements II – Transfers of securities To the Company’s knowledge, no agreement existed as of The Shareholders’ Agreement includes the following commitments December 31, 2017, the implementation of which could result in a with regard to transfers of Klépierre securities, which are still in force change of control at a later date. as of the date of this registration document: At the time of the agreement concluded on July 29, 2014 between Right of first refusal Klépierre and Corio, Simon Property Group (“SPG”), BNP Paribas SA (“BNPP”), Klépierre’s reference shareholders, and the Dutch After the Completion Date, (i) the APG Group undertook to give the foundation (stichting) Stichting Depositary APG Strategic Real SPG Group, and (ii) the SPG Group undertook to give the APG Group, Estate Pool, represented by its management company APG Asset a right of first refusal that may be exercised in respect of the entirety Management N.V. (“APG”), Corio’s reference shareholder, each of the securities offered at the price proposed by the selling entity acting directly or through affiliates (respectively, the “SPG Group”, among the SPG or APG Groups (the “Seller”), within a period of five the “BNPP Group” and the “APG Group”, and together, the business days from the date of receipt of the notice. “Parties”), signed a shareholders’ agreement (the “Shareholders’ This right of first refusal applies in the event of a transfer of Klépierre Agreement”) to organize their relationship as Klépierre shareholders. securities to a third party, on the understanding that the concept of The agreement was published by the AMF as required by law, in its “transfer” is designed to be wide enough to include any transfer of the decision 214C2161 of October 16, 2014. right of ownership, immediately or in the future, as well as any division The Shareholders’ Agreement entered into force on January 15, 2015, of legal and beneficial ownership, any form of security or trust and any the date of settlement/delivery of the public exchange offer (the derivative transaction. “Completion Date”). However, the following transactions are excluded from the right of To the Company’s knowledge, the provisions of the Shareholders’ first refusal: (i) the tendering of securities in a public takeover bid Agreement are no longer applicable to the BNPP Group, since its stake for the Company; (ii) sales on the market (in the form of block sales, in Klépierre fell below 5% in November 2015. market placements or similar procedures); (iii) derivative contracts providing for settlement in cash; (iv) issues of indexed debt securities; I – Klépierre’s Governance and (v) loans of securities and other transactions for the temporary transfer of ownership (a “Market Transaction”). Representation at the Supervisory Board By way of exception, the right of first refusal will in any event be The Shareholders’ Agreement provides for the SPG and APG Groups applicable in the case of Market Transactions referred to in (i), (iii) and to be represented at Klépierre’s Supervisory Board pursuant to (v) above, and in the case of a Market Transaction with an identified reciprocal commitments to vote in favor of the representatives third party, provided that the transfer is made to a competitor of presented by each Party at General Meetings and on the Supervisory SPG, as well as in the case of a Market Transaction (in the form of a Board (solely for appointments by way of co-option). placement) representing 7.5% or more of Klépierre’s capital and voting rights. In the case of Market Transactions in the form of a sale on the It is agreed that among the Supervisory Board members, three market or of a placement below this threshold, or in the case of Market members will be SPG Group representatives (including the Chairman Transactions referred to in (iv) above, they shall be conducted in good of the Board who will have a casting vote) and one will be an APG faith in order to avoid the transfer of a substantial part of the stake Group representative. The Supervisory Board must have at least five whose sale is contemplated, to a competitor of SPG. independent members within the meaning of the AFEP-MEDEF Code, In the case of Market Transactions in respect of which the right of appointed by Klépierre’s General Meeting of Shareholders. first refusal is applicable, the period of five days referred to above is In the event that the SPG Group’s stake falls below the lowest of the reduced to three business days. following three thresholds: 13.6% of the total number of Klépierre Finally, each party undertakes to ensure that sales take place in an shares, or the BNPP Group’s or APG Group’s stakes in the Company: orderly fashion so as not to disrupt the market in Klépierre securities. (i) the number of representatives of each Party on the Supervisory The Shareholders’ Agreement is for a term of 10 years. It may, among Board will then be determined pro rata according to their other things, be terminated at any time as regards a Party in the event respective stakes in Klépierre; and that such Party comes to own less than 5% of Klépierre’s share capital (ii) the Chairman of the Board will no longer be appointed on a and voting rights. proposal from the SPG Group. Under the terms of the Shareholders’ Agreement, SPG and APG Representation at the Supervisory Board committees declared that they were not acting in concert as regards Klépierre (within the meaning of Article L. 233-10 of the French Commercial The Shareholders’ Agreement provides that the Supervisory Board Code), this being a fundamental and decisive condition of signature will be assisted by the following special-purpose committees: the of the Shareholders’ Agreement, and they also undertook not to act Audit Committee, the Nomination and Compensation Committee, the in concert. Sustainable Development Committee and the Investment Committee. The Shareholders’ Agreement also provides for the composition of the 6.1.2.3 Legal and/or statutory disclosure thresholds Investment Committee with mutual voting commitments on the part According to Article 7 of the bylaws, any individual or legal entity, of the SPG Group and APG Group for that purpose: the signatories acting alone or in concert with others, that acquires at least 2% of will each have a right to have their representatives on the Supervisory the Company’s share capital (or any multiple thereof) is required to Board appointed as members of the Investment Committee. inform the Company of this fact by means of registered letter with acknowledgment of receipt setting out the number of shares held, and to do so within five trading days of the disclosure threshold trigger date. KLÉPIERRE 2017 REGISTRATION DOCUMENT 269