Klépierre - 2016 Notice of Meeting

Presentation of resolutions

FIFTHRESOLUTION Renewal of the term of office as a member of the Supervisory Board of Mrs. Rose-Marie Van Lerberghe Pursuant to the quorum and majority requirements applicable to ordinary general meetings of shareholders, the general meeting of shareholders, noting that the term of office as a member of the Supervisory Board of Mrs. Rose- Marie Van Lerberghe expires today, renews it 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. Mrs. Rose-Marie Van Lerberghe has indicated that she accepted the renewal of her term of office and that she did not exercise any function and was not subject to any measure liable to prohibit her from exercising it. SIXTHRESOLUTION Renewal of the term of office as a member of the Supervisory Board of Mr. Bertrand de Feydeau Pursuant to the quorum and majority requirements applicable to ordinary general meetings of shareholders, the general meeting of shareholders, noting that the term of office as a member of the Supervisory Board of Mr. Bertrand de Feydeau expires on today’s date, renews it for a 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. Mr. Bertrand de Feydeau has indicated that he accepted the renewal of his termof office and that he did not exercise any function and was not subject to any measure liable to prohibit him from exercising it.

SEVENTHRESOLUTION Appointment of Mrs. Béatrice de Clermont-Tonnerre as a member of the Supervisory Board Pursuant to the quorum and majority requirements applicable to ordinary general meetings of shareholders, the general meeting of shareholders appoints Mrs. Béatrice de Clermont-Tonnerre, as a member of the Supervisory Board to replace Mr. Bertrand Jacquillat, whose term of office expires on today’s date, 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 2018 fiscal year. Mrs. Rose-Marie Van Lerberghe has indicated that she accepted the appointment and that she did not exercise any function and was not subject to any measure liable to prohibit her from exercising it. EIGTHRESOLUTION Ratification of the co-optation of Mrs. Florence Von Erb as a member of the Supervisory Board Pursuant to the quorum and majority requirements applicable to ordinary general meetings of shareholders, the general meeting of shareholders ratifies the co-optation of Mrs. Florence Von Erb as a member of the Supervisory Board, which took place at the Supervisory Board meeting of February 17, 2016 to replace Mrs. Dominique Aubernon, who resigned, for the remainder of her term, i.e. , until the general meeting of shareholders convened in 2017 to approve the financial statements for the fiscal year ending on December 31, 2016.

Resolutions 9 and 10

Consultation on the items of compensation payable or allocated to the members of the Executive Board in respect of fiscal year 2015 Explanation SinceitsredesignofJune2013,theAFEP-MEDEFCodehasinvitedlistedcompaniestoconsultshareholdersregardingtheitemsofcompensation of themembers of the Executive Board in respect of the fiscal year ended. In this regard, the AFEP-MEDEFCode recommends that a resolution on the Chairman of the Executive Board (Ninth Resolution) and one on the other members of the Executive Board (Tenth Resolution) be submitted for shareholder approval. This vote should be on the recommended amount or valuation of the items of compensation payable or allocated during themost recent fiscal year ended, not on the compensation policy for the current fiscal year.

KLÉPIERRE – NOTICE OF MEETING – GENERAL MEETING OF APRIL 19, 2016 18