CORPORATE GOVERNANCE REPORT 5Compensation and benefits of executive corporate officers Elements of compensation Amounts Comments Severance pay None On October 19, 2017, the Supervisory Board amended the currently suspended employment contract of Jean-Michel Gault in order to (i) record the latter’s agreement not to claim severance in an amount exceeding two years of the last fixed and variable annual compensation received in his capacity as an Executive Board member (including for the termination of his employment contract) and (ii) establish a non-statutory severance mechanism in the event of Jean-Michel Gault’s forced departure. These amendments are subject to the approval of Klépierre’s General Meeting of April 24, 2018 (5th resolution). The forced departure cases eligible for the compensation mechanism include all forced departure cases except for forced departure in the event of serious misconduct or gross misconduct and in the event of non-renewal of the Executive Board member’s term of office or resignation. The amount of the non-statutory severance provided will be limited to two years of the last fixed and variable annual compensation received in his capacity as Executive Board member (less any amount paid for any legally mandated severance or severance due under a collective bargaining agreement that Jean-Michel Gault may receive under his employment contract). Jean-Michel Gault’s agreement not to claim severance in an amount exceeding two years of the last fixed and variable annual compensation received in his capacity as an Executive Board member (including for the termination of his employment contract) allows the Company to contain the indemnification risk linked to any termination of the latter’s employment contract, by limiting the indemnification to two years under all circumstances. Note that as of the date of this report, the amount of severance due under a collective bargaining agreement to which Jean-Michel Gault may be entitled in case of the termination of his employment contract amounts to €551,395, i.e., 7.3 months of his fixed and variable compensation due for fiscal year 2017. Signing this amendment did not lead to any payment in favor of Jean-Michel Gault. In addition, payment of the non-statutory severance will be subject to achieving performance conditions identical to the conditions applicable to Jean-Marc Jestin, namely: > in at least two of the three full fiscal years preceding the year of termination of his term of office, Jean-Michel Gault must have received or must have been entitled to receive global variable annual compensation (that is to say quantitative + qualitative) representing a sum equal to at least 90% of his fixed compensation (the maximum being 130%), and > the quantitative part of the variable annual compensation should, as a minimum, have been paid in an amount equal to the target in the two fiscal years taken into account for the purposes of consideration of the foregoing condition. Finally, in accordance with the AFEP-MEDEF Code, no severance will be owed if the beneficiary is entitled to claim full retirement benefits, within six months after termination of his functions. Non-compete benefit None No non-compete benefit Supplementary €7,122 Jean-Michel Gault has a supplementary defined-benefit pension plan for senior executives of the former Compagnie pension plan Bancaire that provides for additional pension with a maximum amount determined on the basis of reference compensation and seniority as of December 31, 2000. This maximum amount is capped (subject to the application of an increase based on the growth rate of the AGIRC’s point value) at €7,122, and no increase of the conditional rights can be acquired based on seniority or increase of compensation after December 31, 2000. This plan has been closed since December 31, 2000. Jean-Michel Gault’s compensation package takes these benefits into account. Apart from this, Jean-Michel Gault is entitled to the same AGIRC supplementary pension plan as other Group managers. Other None (a) For fiscal year 2016, the Supervisory Board decided, on the recommendation of the Nomination and Compensation Committee, to set the fixed annual compensation of the Deputy CEO, member of the Executive Board at €371,700. (b) — Panel of SBF 120 companies (comprising (i) the 10 CAC 40 companies with the lowest market capitalization, (ii) the 20 Next 20 companies and (iii) the 10 SBF 80 companies with the highest market capitalization); and — Panel of companies with comparable activities (STOXX ® Europe 600 – Real Estate). 262 KLÉPIERRE 2017 REGISTRATION DOCUMENT