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

22

Presentation of resolutions

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.

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.

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.

Resolutions 12, 13, 14 and 15