Klépierre - 2016 Notice of Meeting

Presentation of resolutions

The maximum purchase price of the shares in the context of this resolution will be 55 euros per share (or the exchange value of that amount in any other currency on the same date), excluding purchase expenses, this maximum price only applying to purchases decided upon after the date of this meeting and not to future transactions concluded pursuant to an authority given by a previous general meeting of shareholders providing for purchases of shares after the date of this meeting. In the event of a transaction on the capital, including a share split or consolidation or the allotment of bonus shares, or a transaction on shareholders’ equity, the amount mentioned above will be adjusted to take into account the impact of the value of these transactions on the value of the share. The global amount allocated to the share buyback program authorized above may not exceed 1,728,958,330 euros. The general meeting of shareholders confers all necessary powers on the Executive Board, which may sub-delegate, to implement this authorization, conduct these transactions, establish the terms and conditions thereof, enter into any agreements and complete any formalities. With effect from today’s date, this authorization supersedes any unused part of the authority delegated by the Thirteenth Resolution of the Company’s general meeting of shareholders on April 14, 2015. It is given for a period of eighteen months with effect from today’s date.

of shares taken into account in the calculation of the 10% limit provided above corresponds to the number of shares purchased, after deduction of the number of shares re-sold during the period of the authority; ● the number of shares that the Company will own at any time whatever does not exceed 10% of the shares comprising the Company’s capital on the date in question. Purchases, sales or transfers of shares may be carried out at any time, on one or more occasions, within the limits authorized by the legal and regulatory provisions in force and those provided by this resolution (except in periods of public tender offers) for theCompany’s shares and by anymeans, on regulated markets, multilateral trading systems, using systematic internalizers or over- the-counter, including by the purchase or sale of blocks of shares (without limitation on the proportion of the buyback program that can be carried out in this way), by public tender or exchange offers, by the use of options or other financial futures, or by the delivery of shares following the issue of negotiable securities giving access to the Company’s capital by conversion, exchange, repayment, exercise of a warrant or in any other way, whether directly or indirectly through an investment services provider.

Extraordinary generalmeeting

Resolution 17

Delegation of authority to reduce share capital by canceling treasury shares Explanation

The purpose of this resolution is to authorize theExecutiveBoard, with the power to sub-delegate, as permittedunder the conditions laiddown by law, to reduce the share capital on one or more occasions through the cancellation of any amount of treasury shares to the extent permitted by law. The cancellation of the Company’s treasury shares may be in response to various financial objectives, such as, for example, active capital management, balance sheet optimization, or an offsetting of a dilution resulting froma capital increase. The number of the Company’s shares thatmay canceledwould be subject to the following caps: on the date of each cancellation, themaximum number of shares canceled by the Company during the twenty-four-month period preceding that cancellation, including the shares canceled on that occasion, may not exceed ten percent (10%) of the shares comprising the Company’s capital on that date. This authorization is sought for a period of twenty-six months and would supersede the authorization granted at the 2015 general meeting. During 2015, there were no capital reductions.

SEVENTEENTHRESOLUTION Delegation of authority to the Executive Board, for a period of 26 months, to reduce the authorized share capital by the cancellation of treasury shares Pursuant to the quorum and majority requirements applicable to extraordinary general meetings of shareholders, and having considered the report of the Executive Board and the special report of the Statutory Auditors, the general meeting of shareholders authorizes the Executive Board to reduce the authorized share capital, on one or more occasions, in such proportions and at such times as it shall decide, by the cancellation of any quantity of treasury shares that it shall decide within the limits authorized by law, in accordance with the provisions of Articles L. 225-209 and following of the French Commercial Code and L. 225-213 of that Code. On the date of each cancellation, the maximum number of shares canceled by the Company during the twenty-four-month period preceding that cancellation, including the shares canceled on that occasion, may not exceed ten percent (10%) of the shares comprising the Company’s capital on that date, namely, for information purposes, as at December 31, 2015, a ceiling of 31,435,606 shares.

The general meeting of shareholders confers all necessary powers on the ExecutiveBoard,whichmaysub-delegatethemundertheconditionsprovided by law and by the Company’s bylaws, to charge the difference between the book value of the shares canceled and their nominal value to any reserve or premium accounts, to settle the terms and conditions of cancellation of the shares, to complete any capital cancellation and reduction operation or operations that might be carried out pursuant to this authority, to make the consequential amendments to the bylaws, to make any declarations to the Autorité des Marchés Financiers , and to complete any formalities. With effect from today’s date, this authorization supersedes any unused part of the authority delegated by the Fourteenth Resolution of the Company’s general meeting of shareholders of April 14, 2015. It is given for a period of 26 months with effect from today’s date.

KLÉPIERRE – NOTICE OF MEETING – GENERAL MEETING OF APRIL 19, 2016 24