CORPORATE GOVERNANCE REPORT 5 Pursuant to Article L. 225-68 of the French Commercial Code, the approached the various members of the Supervisory Board and the Supervisory Board has decided to present to the General Meeting of Executive Board to verify that the information presented herein is April 24, 2018 this corporate governance report, which includes the comprehensive and accurate. information referred to in Articles L. 225-37-3 to L. 225-37-5 of the The table below sets out the information required pursuant to French Commercial Code, and the Supervisory Board’s observations Articles L. 225-37-3 to L. 225-37-5 of the French Commercial Code on the report of the Executive Board and the financial statements for and specifies the sections of the Company’s registration document the fiscal year. The report is based on the preparatory work and due in which this information is presented. These sections, to which the diligence carried out by the Legal and Human Resources Department. reader is referred, are incorporated by reference in this report: In this context, the Legal and Human Resources Department reviewed the legislation applicable for the drafting of the report and Title of the section of the Company’s registration document presenting References information required by Articles (Page number of the Information required by Articles L. 225-37-3 L. 225-37-3 to L. 225-37-5 Company’s registration Themes to L. 225-37-5 of the French Commercial Code of the French Commercial Code document) Section 5.1.1.1 “Composition List of all offices and positions held in any company of the Supervisory Board” 218-227 by each corporate officer during the fiscal year Section 5.1.3.1 “Composition 238-239 of the Executive Board” List of agreements signed, directly or by proxy, between, on the one hand, one of the corporate officers or one of the shareholders with more than 10% of the voting rights of a company and, on the other, another company, Section 6.1.4.3 “Related party agreements” 277-278 of which the former owns, directly or indirectly, more than half of the capital, with the exception of agreements relating to ordinary transactions concluded under arm’s length conditions Explanation of the choice of one of the two modes Section 5.1 “Management and oversight of exercising general management stipulated in Article of the Company” 217 L. 225-51-1 of the French Commercial Code Section 5.1.1.2 “Operation of the Supervisory Composition, conditions of preparation and organization Board” 231-234 of the work of the Supervisory Board Section 5.1.1.3 “Work of the Supervisory Board in fiscal year 2017” Governance Description of the diversity policy applied to members of the Board of Directors with regard to criteria such as age, gender, qualifications and professional experience, Section 5.1.1.1 “Composition of the 228-231 and a description of the objectives of this policy, the ways Supervisory Board” in which it is implemented and the results achieved in the last fiscal year Limitations the Supervisory Board may place Section 5.1.1.2 “Operation of the Supervisory on the Executive Board’s powers Board”, sub-section “Role of the Supervisory 231-232 Board” Adherence to a Corporate Governance Code 217 Provisions of the Corporate Governance Code not applied Section 5.1 “Management and oversight 217 along with the reasons therefore of the Company” Location at which the Corporate Governance Code can 217 be consulted The arrangements regarding attendance Special arrangements regarding shareholder attendance of the Company’s General Meetings at the General Meeting can be found in Title V (“General Meetings”) 216 of the Company’s bylaws (available online at www.klepierre.com) Draft resolutions submitted to the General Meeting Section 6.2 “General Meeting 286-289 of April 24, 2018 of Shareholders” Section 5.2.1.1 “Compensation policy 240 Information on the compensation policy for Supervisory Board members” Compensation Section 5.2.2.1 “Compensation policy 241-252 for Executive Board members” Section 5.2.1.2 “Compensation 240-241 Information relating to the compensation of corporate of Supervisory Board members” officers Section 5.2.2.2 “Compensation of Executive 252-262 Board members” Table summarizing the delegations in force that have been approved by the General Meeting of Shareholders 6.1.1.2 “Delegations and authorizations in the area of capital increases, by application of Articles granted to the Klépierre Executive Board” 266 L. 225-129-1 and L. 225-129-2, and showing the use made of these delegations during the fiscal year Other Information about factors that may have an impact in the event of a public offering Information on factors that may have an impact is mentioned in note 8.2 “Liquidity risk” 109 and in the event of a takeover bid or public exchange offer to the consolidated financial statements 266-268 and in the “General Information on the capital” section 6.1.1 of this registration document Supervisory Board’s observations on the Section 6.2.3 “Report of the Supervisory report of the Executive Board to the Ordinary and Extraordinary 290-291 Board and the financial General Meeting” statements for the fiscal year 216 KLÉPIERRE 2017 REGISTRATION DOCUMENT