Klépierre - 2016 Notice of Meeting

Presentation of resolutions

Resolutions 5, 6,7 and 8

Terms of office of members of the Supervisory Board Explanation The general meeting of shareholders is asked to:

● renew the termof office as amember of the Supervisory Board of Mrs. Rose-Marie Van Lerberghe for a termof three years;

● renew the termof office as amember of the Supervisory Board of Mr. Bertrand de Feydeau for a termof one year;

● appoint Mrs. Béatrice de Clermont-Tonnerre as amember of the Supervisory Board for a termof three years; and

● ratify the co-optation of Mrs. Florence Von Erb as amember of the Supervisory Board, to replaceMrs. Dominique Aubernon, who resigned, for the remainder of her term, i.e. , until the generalmeetingof shareholders convened in 2017 to approve thefinancial statements for thefiscal year ending onDecember 31, 2016. 1. Members of the Supervisory Board The members of the Supervisory Board of Klépierre have various areas of expertise that enhance the quality of the Board’s discussions on the decisions that it is required tomake. The Supervisory Board currently consists of the tenth followingmembers:

Dateoffirst appointment

Mainposition

Age

Expirationofterm

David Simon

Chairman of the Board and Chief Executive Officer of Simon Property Group, Inc. 54

2012

2018

John Anthony Carrafiell

Co-founder and Managing partner of GreenOak Real Estate

50

2014 with effect from January 15, 2015 2014 with effect from January 15, 2015

2018

Jeroen Drost

Chief Executive Officer of NPMCapital NV

54

2018

Bertrand de Feydeau

Chairman of the Board of Directors of Foncière Développement Logements Assistant General Counsel and Assistant Corporate Secretary of Simon Property Group, Inc.

67

1998 2012

2016 2018

Steven Fivel

55

Bertrand Jacquillat Stanley Shashoua

Professor Emeritus at the Institut d’Études Politiques de Paris

71

2001 2015

2016 2017

Senior Vice President of International Development of Simon Property Group, Inc. 45

Catherine Simoni

Former Chief Executive Officer of Carlyle France

51

2012 2012 2016

2017 2016 2017

Rose-Marie Van Lerberghe

Chairman of the Board of Directors of Fondation Institut Pasteur Representative of Afammer (NGO) at the United Nations

69

Florence Von Erb

56

The biographies of themembers of the Supervisory Board can be found on page 8 of this notice of meeting brochure.

2. Proposed appointments/renewals of term/co-optation Appointment of Mrs. Béatrice de Clermont-Tonnerre

You are asked to appointMrs. Béatrice deClermont-Tonnerre to replaceMr. Bertrand Jacquillat for a period of three years expiring at the endof theordinary generalmeetingof shareholders convened in 2019 toapprove thefinancial statements for the 2018fiscal year (SeventhResolution).

Béatrice de Clermont-Tonnerre – Business address: 26, boulevard des Capucines, 75009 Paris Career

Béatrice de Clermont-Tonnerre has beenDirector Southern Europe, Partner Business Solutions at Google sincemid-2013. Before that, she was Director of Development at Lagardère Group (2008-2013). At Groupe Canal Plus (2001-2005), she was Director of Interactive Television and Assistant Director of Programs at Canalsatellite. She began her career as a journalist at Radio France International Latin America and Europe 1 before joining the Lagardère Strategy Department in 1995 as an analyst inHigh Technologies beforemoving on to theMedia Department in 1998. 43 years old – graduate of the Institut d’Études Politiques of Paris (Public Service Section) and the École Supérieure des Sciences Économiques et Commerciales (MBA) - French nationality. Current appointments as per December 31, 2015 Director of Hurriyet (listed company) Appointments expired during the last five years Director of LaCie

Mrs. Beatrice de Clermont-Tonnerre will be contributing her knowledge of the business and the digital world to the Board. She is considered to be independent according to the criteria of the AFEP-MEDEF Code of Corporate Governance.

Renewal of termof Mrs. Rose-Marie Van Lerberghe You are asked to renew the term of Mrs. Rose-Marie Van Lerberghe as a member of the Supervisory Board for a period of three years expiring at the end of the ordinary general meeting of shareholders convened in 2019 to approve the financial statements for the fiscal year 2018 (Fifth Resolution).

KLÉPIERRE – NOTICE OF MEETING – GENERAL MEETING OF APRIL 19, 2016 16