Klépierre - 2016 Notice of Meeting

Presentation of resolutions

Mrs. Rose-Marie Van Lerberghe is considered to be independent according to the criteria of the AFEP-MEDEFCode of CorporateGovernance. Renewal of termof Mr. Bertrand de Feydeau In light of the changes that will occur in the composition of the Supervisory Board and its committees following the resignation of Mrs. Dominique Aubernon inDecember 2015 and the expiration of the termof Mr. Bertrand Jacquillat, in order to ensure a smooth transition in the conduct of the work of the Supervisory Board and of the committees, you are asked to renew the termMr. Bertrand de Feydeau as amember of the Supervisory Board for a limited period of one year expiring at the end of the ordinary general meeting of shareholders convened in 2017 to approve the financial statements for the 2016 fiscal year (Sixth Resolution). It is important to note that, in light of the co-optation ofMrs. Florence VonErb referred to below, the Supervisory Boardwill be comprised of at least 50%of independent members following the shareholders’ meeting. Co-optation of Mrs. Florence Von Erb In light of the resignation of Mrs. Dominique Aubernon from her position as a member of the Supervisory Board on December 11, 2015, on February 17, 2016, the Board decided to co-opt Mrs. Florence Von Erb as a member of the Supervisory Board. Accordingly, in accordance with the law, the general meeting of shareholders is asked to ratify the co-optation of Mrs. Florence Von Erb for the remainder of the term of Mrs. Dominique Aubernon, i.e. , until the general meeting of shareholders convened in 2017 to approve the financial statements for the 2016 fiscal year (8 th resolution). Florence von Erb began her finance career in 1980working at JPMorgan’s Paris, London and NewYork offices specializing in international securitiesmarkets. She held positions in the firm’s Treasury Department,Merchant Bank division, Latin America Debt Restructuring Unit and Equity Derivatives Group. In 2000, she joined Adair Capital, a New-York based investment management firm, where she served asmanaging director. She switched her focus to the not-for-profit world in 2004when she became president and United Nations Representative of MakeMothersMatter International. In 2006, she co-founded SureWe Can Inc. a community-based not-for-profit in NewYork City recyclable container redemption center. She is amember of the United Nations NGOSocial Development Committee, the Commission on the Status of Women and the UN Family Committee. She has been serving as an independent director of Ipsos SA., since 2014. 56 years old – Graduate of HEC Paris, specializing in finance – French nationality Current appointments as per December 31, 2015 Director: . IPSOS (listed company) . IPSOS Foundation . Fourpoints Florence Von Erb – Business address: 26, boulevard des Capucines, 75009 Paris Career 3. Independence of Supervisory Board members The Supervisory Board refers to the definition of independence contained in the AFEP-MEDEF Corporate Governance Code to determine member independence. The qualifications of independentmembers of the SupervisoryBoard are reviewed annually by theNomination andCompensationCommittee with respect to those independence criteria. An examination of Supervisory Board member independence was conducted by the Nomination and Compensation Committee in 2015. Five of the nine Board members were considered independent: John Anthony Carrafiell, Bertrand de Feydeau, Bertrand Jacquillat, Catherine Simoni and Rose-Marie Van Lerberghe, for an independence rate of 55.5%. In fact, even though Messrs. Jacquillat and de Feydeau have held their offices for more than twelve years, the Supervisory Board considers that they have always shown complete independence in their contribution to the Board’s work. If resolutions 5, 6, and 7 and 8 proposed to the general meeting of shareholders are adopted, the independence rate will be raised to 60% thanks to the appointment of Mrs. Béatrice de Clermont-Tonnerre to replace Mr. Jacquillat and the co-optation of Mrs. Florence Von Erb in replacement of Mrs. Dominique Aubernon. 4. Gender balance Until the resignation of Mrs. Dominique Aubernon, which occurred on December 11, 2015, three out of tenmembers of the Supervisory Board were women, representing a proportion of 30%. In order to increase the number of women on the Supervisory Board to 40%, it is proposed that the general meeting of shareholders (i) renew the term of Mrs. Rose-Marie Van Lerberghe, an independent member of the Supervisory Board, for a period of three years, (ii) appoint Mrs. Beatrice de Clermont-Tonnerre, an independent member of the Supervisory Board, for a period of three years and (iii) ratify the co-optation of Mrs. Florence Von Erb as a member of the Supervisory Board for the remainder of the term of Dominique Aubernon, i.e. , until the general meeting of shareholders convened in 2017 to approve the financial statements for the 2016 fiscal year. Accordingly, should the general meeting of shareholders of the Company adopt all of the abovementioned resolutions, the Supervisory Board would include, at the end of the meeting, four women, representing a proportion of 40%, in accordance with the recommendations of the AFEP-MEDEF Code. Appointments expired during the last five years . President of Make Mothers Matter International . Co-Founder of Sure We Can Inc. Mrs. Florence VonErb is considered to be independent according to the criteria of the AFEP-MEDEF Code of Corporate Governance.

KLÉPIERRE – NOTICE OF MEETING – GENERAL MEETING OF APRIL 19, 2016 17