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

7

Governance

Composition of the Supervisory Board

Gender balance on the Board Independence of the Board

60%

Independent Members

Themembers of the Supervisory Board of Klépierre have various areas

of expertise that enhance the quality of the Board’s discussions on the

decisions that it is required tomake.

If the General Meeting of Shareholders adopts the 5

th

, 6

th

, 7

th

and 8

th

resolutions, the Supervisory Boardwill comprise the following ten

members following theMeeting:

If the General Meeting of Shareholders adopts the 5

th

, 6

th

, 7

th

and 8

th

resolutions, the Supervisory Board will comprise 40% women

following the Meeting, in compliance with the recommendations

of the AFEP-MEDEF Code and the legal requirements regarding the

balanced representation of men andwomen on Boards.

If the General Meeting of Shareholders adopts the 5th, 6th, 7th and 8th

resolutions, the Supervisory Boardwill comprise 60% independent

members following theMeeting.

Béatrice

de CLERMONT-

TONNERRE

Jeroen

DROST

David

SIMON

Chairman

Rose-Marie

VAN LERBERGHE

Steven

FIVEL

John

CARRAFIELL

Catherine

SIMONI

Bertrand

de FEYDEAU

Vice Chairman

Florence

VON ERB

Stanley

SHASHOUA

Independentmembers

60%

40%