SHARE CAPITAL, SHAREHOLDING, GENERAL MEETING OF SHAREHOLDERS 6General Meeting of Shareholders Resolution 10 Resolution 15 (Approval of elements of compensation paid or granted (Delegation of authority to the Executive Board, for a period to Jean-Marc Jestin for the fiscal year ended of 18 months, to trade in the Company’s shares) December 31, 2017) Pursuant to the quorum and majority requirements applicable to Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, and having considered the report of the Ordinary General Meetings, and having noted the report provided Executive Board, the General Meeting authorizes the Executive Board, for in Article L. 225-68 of the French Commercial Code, the General which may sub-delegate under the terms and conditions provided by Meeting approves the elements of compensation paid or granted to law and by the Company’s bylaws, in accordance with the provisions Jean-Marc Jestin for the fiscal year ended December 31, 2017. of Articles L. 225-209 et seq. of the French Commercial Code and of Regulation (EU) No. 596/2014 of the European Parliament and of the Resolution 11 Council of April 16, 2014, to purchase or arrange for the purchase of the Company’s shares, particularly in order: (Approval of the elements of compensation paid > to stimulate the secondary market in or liquidity of Klépierre or granted to Jean-Michel Gault for the fiscal year ended shares through an investment services provider in the context of a December 31, 2017) liquidity agreement complying with a Code of Conduct recognized Pursuant to the quorum and majority requirements applicable to by the French Financial Markets Authority (AMF); or Ordinary General Meetings, and having noted the report provided > to hold the shares purchased and to deliver them subsequently (by for in Article L. 225-68 of the French Commercial Code, the General way of exchange, payment or otherwise) as part of an acquisition, Meeting approves the elements of compensation paid or granted to merger, spin-off or asset transfer transaction; or Jean-Michel Gault for the fiscal year ended December 31, 2017. > to allocate bonus shares under the provisions of Articles Resolution 12 L. 225-197-1 et seq. of the French Commercial Code or of any (Approval of the compensation policy for members similar plan; or of the Supervisory Board) > to allocate or transfer shares to employees in relation to employee Pursuant to the quorum and majority requirements applicable to profit-sharing or of the implementation of any employee savings Ordinary General Meetings, and having noted the report prepared in plan under the terms and conditions provided by law, and in accordance with Article L. 225-68 of the French Commercial Code, particular Articles L. 3332-1 et seq. of the French Labor Code, the General Meeting approves the principles and criteria applicable to by transferring shares purchased in advance by the Company in determine, distribute and allocate the fixed, variable and exceptional the context of this resolution or making a provision for a bonus elements comprising the total compensation and benefits of any allocation of those shares by way of a Company contribution in the kind presented in that report and allocated to the members of the form of securities and/or by replacing the discount; or Supervisory Board in respect of the performance of their office. > to implement any Company stock option plan under the provisions of Articles L. 225-177 et seq. of the French Commercial Code or of Resolution 13 any similar plan; or (Approval of the compensation policy for the Chairman > in general, to honor obligations associated with stock option of the Executive Board) programs or other allocations of shares to employees or corporate officers of the issuer or of a related company; or Pursuant to the quorum and majority requirements applicable to > to deliver shares upon the exercise of rights attached to negotiable Ordinary General Meetings, and having noted the report prepared in securities giving access to the share capital by way of repayment, accordance with Article L. 225-68 of the French Commercial Code, conversion, exchange, presentation of a warrant or in any other the General Meeting approves the principles and criteria applicable to way; or determine, distribute and allocate the fixed, variable and exceptional elements comprising the total compensation and benefits of any > to cancel all or part of the securities purchased in this way. kind presented in that report and allocated to the Chairman of the This program is also intended to enable the implementation of any Executive Board in respect of the performance of his office. market practice that might come to be accepted by the French Resolution 14 Financial Markets Authority, and more generally, the completion of any transaction in accordance with the regulations in force. In this event, (Approval of the compensation policy for members the Company will inform its shareholders by way of a press release. of the Executive Board) Purchases of the Company’s shares may relate to a number of shares Pursuant to the quorum and majority requirements applicable to such that: Ordinary General Meetings, and having noted the report prepared in > on the date of each purchase, the total number of shares accordance with Article L. 225-68 of the French Commercial Code, purchased by the Company since the start of the buyback program the General Meeting approves the principles and criteria applicable to (including those subject to the said purchase) does not exceed determine, distribute and allocate the fixed, variable and exceptional 10% of the shares comprising the Company’s share capital, this elements comprising the total compensation and benefits of any percentage being applied to the share capital as adjusted to take kind presented in that report and allocated to the members of the account of transactions affecting it after this General Meeting, Executive Board in respect of the performance of their office. namely, for information purposes, as of December 31, 2017, a buyback Cap of 31,435,606 shares, on the understanding (i) that the number of shares purchased by the Company with a view to their holding and subsequent delivery by way of payment or in exchange as part of a merger, spin-off or asset transfer transaction cannot exceed 5% of the share capital; and (ii) that when the shares are purchased to promote liquidity under the conditions 288 KLÉPIERRE 2017 REGISTRATION DOCUMENT