Klépierre - 2016 Notice of Meeting

Presentation of resolutions

Resolutions 12, 13, 14 and 15

Terms of Statutory Auditors Explanation

Since the terms of all Statutory Auditors are set to expire at the end of this meeting, the Supervisory Board proposes that the general meeting of shareholders, having received the approval of the Audit Committee, and given how long Mazars has served as the Statutory Auditors of the Company:

● renew, for a period of six years, the terms of: a. Deloitte et Associés as Statutory Auditors, b. Beas as alternate Statutory Auditors;

● appoint, for a period of six years: c. Ernst &Young as Statutory Auditors to replaceMazars, d. Picarle &Associés as alternate Statutory Auditors to replaceMr. Patrick de Cambourg.

TWELFTHRESOLUTION Renewal of term of Deloitte et Associés as Statutory Auditors Pursuant to the quorum and majority requirements applicable to ordinary general meetings of shareholders, on the proposal of the Supervisory Board, the general meeting of shareholders renews the term of office of Deloitte et Associés, which expires at the end of this meeting, as Statutory Auditors for a period of six years, i.e. , until the end of the ordinary general meeting of shareholders convened in 2022 to approve the financial statements for the fiscal year ending on December 31, 2021. Deloitte et Associés has stated that it accepts this reappointment.

FOURTEENTHRESOLUTION Appointment of Ernst & Young as Statutory Auditors to replace Mazars Pursuant to the quorum and majority requirements applicable to ordinary general meetings of shareholders, on the proposal of the Supervisory Board, the general meeting of shareholders appoints Ernst & Young to replace Mazars as Statutory Auditors for a period of six years, i.e. , until the end of the ordinary general meeting of shareholders convened in 2022 to approve the financial statements for the fiscal year ending on December 31, 2021. Ernst & Young has stated that it accepts this appointment. FIFTEENTHRESOLUTION Appointment of Picarle & Associés as Alternate Statutory Auditor to replace Mr. Patrick de Cambourg Pursuant to the quorum and majority requirements applicable to ordinary general meetings of shareholders, on the proposal of the Supervisory Board, the general meeting of shareholders appoints Picarle & Associés to replace Mr. Patrick de Cambourg, whose term of office expires at the end of this meeting, as Alternate Statutory Auditor for a period of six years, i.e. , until the end of the ordinary general meeting of shareholders convened in 2022 to approve the financial statements for the fiscal year ending on December 31, 2021. Picarle & Associés have stated that they accept this appointment.

THIRTEENTHRESOLUTION Renewal of Beas Alternate Statutory Auditors

Pursuant to the quorum and majority requirements applicable to ordinary general meetings of shareholders, on the proposal of the Supervisory Board, the general meeting of shareholders renews the term of office of Beas, which expires at the end of this meeting, as Alternate Statutory Auditors for a period of six years, i.e. , until the end of the ordinary general meeting of shareholders convened in 2022 to approve the financial statements for the fiscal year ending on December 31, 2021. BEAS has stated that it accepts this reappointment.

KLÉPIERRE – NOTICE OF MEETING – GENERAL MEETING OF APRIL 19, 2016 22