CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 3 TABLE NO. 2 – TABLE SUMMARIZING COMPENSATION OF EACH EXECUTIVE CORPORATE OFFICER (in €) 2016 2017 Jean-Marc Jestin – Chairman of the Executive Board Amount due Amount paid Amount due Amount paid (a) (a) Fixed compensation 391,807 391,807 500,000 500,000 (b) (c) (d) Short-term variable compensation 503,472 360,675 650,000 503,472 Exceptional compensation – – – – Directors’ fees – – – – (e) Benefits in kind 14,031 14,031 20,178 20,178 (f) Others 12,572 12,572 0 0 TOTAL 921,882 779,085 1,170,178 1,023,678 (a) The fixed compensation paid to Jean-Marc Jestin corresponds (i) to the pro rata addition of his fixed annual compensation of €378,000 as Chief Operating Officer and Executive Board member for the period January 1, 2016 to November 7, 2016 (inclusive) and (ii) his fixed annual compensation of €472,000 as Chairman of the Executive Board for the period November 8, 2016 (inclusive) to December 31, 2016. (b) Jean-Marc Jestin’s variable compensation for fiscal year 2016 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on pages 242-243 of the 2016 registration document filed with the French Financial Markets Authority (AMF) under number D.17-0143. (c) Jean-Marc Jestin’s variable compensation for fiscal year 2015 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on pages 81 and 82 of the 2015 registration document filed with the French Financial Markets Authority (AMF) under number D.16-0131. (d) Jean-Marc Jestin’s variable compensation for fiscal year 2017 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on pages 252 and 253 of the 2017 registration document. (e) Corresponds to provision of a Company car, to contributions paid by the Company for Jean-Marc Jestin to remain in the provident fund insurance and healthcare benefits plan for Group employees, and to provision of insurance covering loss of employment via the GSC. (f) Corresponds to employee savings and incentive plans under corporate agreements. The amount due in year Y is an estimate based on the amount paid in year Y for year Y-1. This amount is determined, with regard to the profit-sharing plans, according to the legal formula and, with regard to incentive plans, on the basis of changes in the rents managed by Klépierre. Pursuant to the National Collective Agreement of the Real Estate Industry, Jean-Marc Jestin also received a €188 seniority bonus. 2016 2017 Jean-Michel Gault – Deputy CEO, member of the Executive Board Amount due Amount paid Amount due Amount paid Fixed compensation 371,700 371,700 400,000 400,000 (a) (b) (c) Short-term variable compensation 447,899 333,900 512,000 447,899 Exceptional compensation – – – – Directors’ fees – – – – (d) 16,231 16,231 21,928 21,928 Benefits in kind (e) 12,949 12,949 0 0 Others TOTAL 848,779 734,780 933,928 869,828 (a) Jean-Michel Gault’s variable compensation for fiscal year 2016 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on page 244 of the 2016 registration document filed with the French Financial Markets Authority (AMF) under number D.17-0143. (b) Jean-Michel Gault’s variable compensation for fiscal year 2015 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on page 81 of the 2015 registration document filed with the French Financial Markets Authority (AMF) under number D.16-0131. (c) Jean-Michel Gault’s variable compensation for fiscal year 2017 was set by the Supervisory Board, on the proposal of the Nomination and Compensation Committee. Details of the calculations used appear on pages 254 and 255 of the 2017 registration document. (d) Corresponds to provision of a Company car, to contributions paid by the Company for Jean-Michel Gault to remain in the provident fund insurance and healthcare benefits plan for Group employees, and to provision of insurance covering loss of employment via the GSC. (e) Corresponds to employee savings and incentive scheme under corporate agreements. The amount due in year Y is an estimate based on the amount paid in year Y for year Y-1. This amount is determined, with regard to the profit-sharing plans, according to the legal formula and, with regard to incentive plans, on the basis of changes in the rents managed by Klépierre. Pursuant to the National Collective Agreement of the Real Estate Industry, Jean-Michel Gault also received a €565 seniority bonus. 3 TABLE NO. 3 – DIRECTORS’ FEES AND OTHER COMPENSATION Not applicable. 3 TABLE NO. 4 – STOCK SUBSCRIPTION OR PURCHASE OPTIONS GRANTED DURING THE FISCAL YEAR TO EACH EXECUTIVE CORPORATE OFFICER BY THE COMPANY AND BY ALL GROUP COMPANIES Not applicable. 3 TABLE NO. 5 – STOCK SUBSCRIPTION OR PURCHASE OPTIONS EXERCISED DURING THE FISCAL YEAR Only the plans mentioned in the tables below were exercised during the fiscal year: Jean-Marc Jestin – Chairman of the Executive Board Number of options exercised during the fiscal year Exercise price Plan: N/A None N/A Jean-Michel Gault – Deputy CEO, member of the Executive Board Number of options exercised during the fiscal year Exercise price 2010 Plan (with performance condition) 7,500 €22.31 KLÉPIERRE 2017 REGISTRATION DOCUMENT 257