OF MEETING ORDINARY AND EXTRAORDINARY GENERAL MEETING OF APRIL 16, 2019 - Klepierre
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NOTICE
OF MEETING
ORDINARY AND EXTRAORDINARY
GENERAL MEETING
OF APRIL 16, 2019YOU ARE CONVENED TO THE KLÉPIERRE
GENERAL MEETING
TUESDAY APRIL 16, 2019 AT 10 AM
At Pavillon Cambon Capucines
46 rue Cambon
75001 Paris, France
CONTENTS
1 MESSAGE FROM THE
CHAIRMAN OF THE
6 GENERAL MEETING
6.1 Agenda
18
18
EXECUTIVE BOARD 1 6.2 Presentation of resolutions 19
2 STRATEGY2 7 TAKING PART IN
THE GENERAL MEETING49
3 2018 KEY FIGURES 4
8 REQUEST ADDITIONAL
4 KLÉPIERRE IN 2018 5
DOCUMENTS53
5 CORPORATE GOVERNANCE 8 9 OPT FOR THE E-NOTICE 55
5.1
5.2
Supervisory Board
Executive Board
8
17 10 GETTING TO THE
GENERAL MEETING57
FO R MOR E INFOR MAT ION,
PLE ASE VISIT
K L ÉPIE R R E 'S W E B SIT E :
w ww.kl epi er re.c o m1
M E S S AG E F R O M T H E C H A I R M A N
OF THE EXECUTIVE BOARD
JEAN-MARC JESTIN
Chairman of the Executive Board
Once more, Klépierre has posted record results in 2018, as our 6.5% increase
in net current cash flow per share significantly exceeded our initial guidance.
In a retail industry undergoing a profound transformation, this outstanding
performance reflects our ability to meet the new expectations of our retailers
and consumers, thanks to our high quality mall portfolio in growing and
wealthy catchment areas, our customer-centric operational excellence, and
the leasing and marketing expertise of our dedicated teams across Europe.
Combined with a further reduction in our leverage, this performance leads
us to propose a 7.1% increase in our cash dividend to €2.10 per share. Our
guidance for 2019 demonstrates our confidence in the future and in our ability
to continue to create value by designing places for people to shop, meet and
connect, and by co-creating the future of retail with all our stakeholders.
K L É P I E R R E 2 0 1 9 NOTI C E O F M E E TI N G 12
S T R AT E GY
Since 2013, Klépierre has focused solely on shopping centers and has constantly upgraded the quality of its portfolio, pursuing a clear
strategy aimed at anticipating retail trends in order to continuously enrich the shopping experience in its malls.
A L E A D I N G, PAN - E U RO P E AN PL AT FOR M
Located in the most attractive regions in Continental Europe, Klépierre the national average and that offer opportunities to strengthen its
shopping centers offer international brands unique locations that positions. Klépierre is positioned in large catchment areas, wealthy
enable them to develop and enjoy access to more than 150 million regions and in growing cities.
consumers in more than 50 cities.
The principal assets, whether they were developed by the Group
The relevance of the Klépierre platform is built on a dense network or recently acquired, occupy leading positions in the heart of their
of high potential territories. The Group targets Continental European catchment area.
metropolitan areas whose demographic or economic growth exceeds
SH OP. M E E T. C O N N E CT.®
In early 2018, Klépierre adopted a new baseline that better >> Meet, because customers are looking for more than just shopping
encapsulates its vision of a mall: Shop. Meet. Connect.® The Group when they come to a mall. They are looking to have an experience;
develops shopping centers as local hubs where people can:
>> Connect, because Klépierre’s shopping centers are not only
>> Shop, because Klépierre is convinced that the type of physical part of retail’s transformation to phygital, by integrating retailers’
retail it offers will continue to expand and flourish. Shoppers like omnichannel platforms and offering digital services, they are also
going to Klépierre’s shopping centers because they are places at the center of local ecosystems where multiple and diverse
where new products are best showcased and brand loyalty is communities interact.
actually built and strengthened;
CUSTOM E R- C E N T RI C M AL L M A NAGEM EN T
Over many years, Klépierre has been evolving from a mere property Retail First consists of several initiatives that Klépierre implements as
owner to a retail-focused company concentrating its efforts on better part of its leasing management. The main two are:
serving its primary customers: retailers.
>> Right-sizing which aims at ensuring that retailers are able to offer
Retailers are experiencing the fast and profound revolution of their the right format at the right location. In many cases, it implies
industry. Klépierre facilitates their transformation by creating the expanding or reducing the size of their stores, and/or relocating
conditions for the renewal of physical retail. This is the main purpose them in more appropriate sites within a given shopping center;
of its “Retail First” initiative.
>> Destination Food®, a comprehensive plan to develop and enhance
Klépierre also pays increasing attention to its end customers through the food and beverage offer in Klépierre malls.
an active marketing policy and specific mall design guidelines, both
aimed at enhancing the customer experience in its malls. This attention
is embodied in two concepts that supplement Klépierre’s client-centric Let’s Play®
management: Let’s Play® and Clubstore®.
Let’s Play® sums up the positioning of Klépierre malls. It consists of
promoting shopping as a game and infusing a “retailtainment” spirit
Retail First into all Klépierre shopping centers. Marketing efforts are harmonized
across the portfolio to foster high-quality events and services that
As the principal landlord of most of the international retailers present enrich the customer experience, always with a twist of fun.
in Europe, Klépierre interacts regularly with them. These privileged
relationships enable Klépierre to facilitate their growth efficiently,
whether this means optimizing their presence and store format or
offering new points of sale. They also foster acceleration in terms
of upgrading the retail mix through a better understanding of the
challenges and needs of retail tenants.
2 K LÉPIERRE 20 19 N OT I CE OF M E E T I N GST RAT E GY
Targete d develo pm en t an d stric t fin an cial disci pl i ne
2
Clubstore®
Clubstore® is Klépierre’s comprehensive approach to the customer sound and smell, from break zones to kids’ entertainment, etc. These
experience. The Group has developed a holistic set of detailed standards are being rolled out across the portfolio to offer a sense
standards with respect to 15 touch points with customers, from digital of hospitality and a seamless journey to all who visit Klépierre malls.
access to welcome desks, from parking to storefronts, from lighting to
CO R P O R AT E AN D S O C I AL RE S P ON SIBIL IT Y POL ICY: ACT FOR GO OD ®
In late 2017, Klépierre launched a new CSR approach: Act for Good® both to oversee these initiatives and increase their visibility, while
with Klépierre. This approach, which was developed with external strengthening the socio-economic fabric around its centers. It is
stakeholders further combines the requirements of operational being developed around employment, citizen engagement
excellence with environmental, societal, and social performance. Act
for Good® with Klépierre rests on three pillars: >> “Act for People,” which is about the people involved with our
shopping centers. It is devoted to the well-being of our visitors,
>> “Act for the Planet,” which sums up the Group’s ambition to make our employees and our retail tenants’ employees. It engages all
a positive contribution to the environment. Over the last six years, of the communities with which the Group interacts and promotes
Klépierre has achieved excellent environmental results it can draw value creation for everyone.
on in order to speed up innovation and differentiation across its
industry; Each of the three pillars is broken down into specific quantified
commitments, with a five-year timeframe (2022) supplemented
>> “Act for Territories,” which illustrates the importance of the by medium-term goals (2030). These commitments as well as
Group’s local involvement in the regions in which it operates. While achievements for 2018, are described in section 4 “Non-financial
Klepierre malls pursue many local initiatives, this pillar is intended statement.”
TA R G E T E D D E VE LO P M E N T AN D ST R ICT FINA NCIA L DISCIP L IN E
based on a conservative approach to risk management and constant Klépierre also works to constantly improve its debt conditions and its
asset value enhancement, the Group’s development strategy favors financial profile. Since April 2014, the Group has enjoyed an A- credit
the extension-refurbishment of shopping centers that have already rating from Standard & Poor’s, placing it among the world’s top three
carved out strong competitive positions. However, it does not rule out real estate companies. This financial strength is further buttressed by
designing and developing new projects in its preferred regions that robust operating results, a tightly-managed debt level, and a high level
are exceptional due to their locations and quality. of hedging, ensuring efficient access to the capital markets.
K L É P I E R R E 2 0 1 9 NOTI C E O F M E E TI N G 33
2018 KEY FIGURES
33 VALUATION OF THE PROPERTY PORTFOLIO AS OF YEAR‑END 33 GEOGRAPHICAL BREAKDOWN
(in €m, total share, including transfer taxes) OF THE SHOPPING CENTER PROPERTY PORTFOLIO
(in % of net rental income, total share)
3.6% (vs 4.0% in 2017) 37.0%
24,419 24,440 Germany
23,416 (vs 36.6% in 2017)
France-Belgium
5.2% (vs 4.6% in 2017)
Netherlands
9.9% (vs 10.6% in 2017)
CE & Turkey
11.1% (vs 10.2% in 2017)
Iberia
15.4% (vs 16.0% in 2017) 17.9%
Scandinavia (vs 18.1% in 2017)
Italy
2016 2017 2018
AS OF DECEMBER 31, 2018, KLÉPIERRE’S PROPERTY PORTFOLIO INCLUDES 148 SHOPPING CENTERS IN
16 COUNTRIES IN CONTINENTAL EUROPE VALUED AT €24.4 BILLION(1). KLÉPIERRE SHOPPING CENTERS
WELCOMED 1.1 BILLION VISITORS IN 2018(2).
33 RETAIL MIX 33 TOP 10 TENANTS (11.6% OF RENTS)(3)
(as a % of rents)
5.6% (vs 5.5% in 2017) 1 H&M 6 Celio
Others
2 Zara 7 Media World
8.9% (vs 9.4% in 2017)
Household Equipment 3 Sephora 8 McDonald’s
46.2%
11.8% (vs 11.1% in 2017) (vs 46.8% in 2017) 4 Primark 9 C&A
Health & Beauty Fashion
5 Bershka 10 Fnac
11.7% (vs 11.4% in 2017)
Food &
Beverages
15.9%
(vs 15.8% in 2017)
Culture, Gifts & Leisure
(1) Valuation including transfer taxes and retail assets.
(2) Stable compared to 2017.
(3) The top 10 tenants represented 11.8% of rents in 2017 and 2016.
4 K LÉPIERRE 20 19 N OT I CE OF M E E T I N G4
KLÉPIERRE IN 2018
OP E R AT I N G P E RF O RM AN C E
Retailer sales Through the leasing initiatives undertaken in 2018, Klépierre continued
to adapt its tenant mix in line with evolving consumer expectations.
On a like-for-like basis(1), total retailer sales at Klépierre’s malls rose by Accordingly, the Group continued to prioritize fashion flagship stores
0.9% in 2018 versus 2017. Over the first 11 months of the year, retailer (larger than 23,000 sq.m.), which are better suited to an omni-channel
sales (up 1.2%) outperformed aggregate national retailer sales indices retail environment, while reducing the space allocated to fashion
by 80 basis points(2). With growth of 1.4%, the trend improved in the boutiques. Greater emphasis has also been placed on other segments
final quarter of the year in all countries except France, where sales such as Health & Beauty, Sports and Food & Beverage. This has
decreased in the last two months as a result of the “yellow vest” protest translated into a sustained deal flow with expanding retailers such as
movement (France down 0.7% in the fourth quarter; all areas excluding Rituals (11 leases including 9 new stores), Inditex (14 leases including
France up 2.3%). 5 new stores), Bestseller (15 leases including 10 new stores), Calzedonia
(14 leases including 7 new stores), Courir (6 leases including 5 new
On a geographical basis, as in 2017, the most dynamic regions in 2018
stores), Normal (6 new stores) and Levi’s (8 leases including 6 new
remained Iberia (up 4.9%) and Central Europe & Turkey (up 5.0%).
stores) among others.
Growth in Spain came out at 4.8%, on the back of supportive consumer
spending trends and the leading positioning of Klépierre’s malls, This strategy has significantly enhanced the retail offering in many
which has been strengthened by recent re-tenanting initiatives. The Klépierre malls, including Milanofiori (Milan), Field’s (Copenhagen),
performance of Central Europe & Turkey was mostly driven by strong Nový Smíchov (Prague) and Rives d’Arcins (Bordeaux).
growth in Hungary (up 9.1%; government’s measures to increase public
and minimum wages) and Turkey (up 11.8%; high level of inflation),
while Poland’s sales (down 0.8%) were softer as a result of the Sunday Net Rental Income
trading ban put in place last March. Italy improved slightly during the
fourth quarter (up 0.9%), but sales declined by 1.6% over the year Net rental income (NRI) generated by shopping centers totaled
as a whole, penalized by challenging economic conditions, inclement €1,095.6 million for the twelve-month period ended December 31, 2018,
weather that impacted the fashion segment, and new competition in up 1.6% on a reported-portfolio, total share basis compared with the
the north of the country. same period in 2017. This increase reflects the combined effect of the
following factors:
Food & Beverage was the best performing segment over the course
of 2018, with growth of 5.1% powered by the rollout of our Destination >> A €34.6 million like-for-like increase (up 3.4%) driven by (3)
Food® concept in several shopping centers across Europe. Health indexation (1.2% positive impact), solid reversion and higher income
& Beauty recorded firm growth of 4.9%, largely benefiting from leasing from specialty leasing;
initiatives through the deployment of on-trend concepts (Rituals:
nine new stores; Normal: six new stores, etc.). In the Culture, Gifts
>> A €24.6 million positive scope impact reflecting the contribution
of Nueva Condomina, acquired in the first half of 2017, and that
& Leisure segment, Sports registered a strong increase, bolstered by from the openings of the Hoog Catharijne (Utrecht, Netherlands)
expansion in our malls of retailers such as JD Sports, Adidas, Snipes redevelopment and the Prado (Marseille, France) shopping center;
and Decathlon. The inclement weather conditions hurt the Fashion
segment (down 1.0%) in what remains a competitive market. >> A negative €22.0 million impact from disposals; and
>> A negative €20.1 million impact attributable to the depreciation of
the Turkish lira, the Swedish krona and the Norwegian krone, as
Leasing well as other non-recurring items.
In 2018, leasing activity remained robust with 1,762 leases signed,
including 1,478 renewals and re-lettings, generating €14.6 million in
additional minimum guaranteed rents (MGR; excluding extensions and
greenfield projects) or an 11.1% positive rental reversion. Overall, the
EPRA Vacancy Rate was stable at 3.2%. Bad debt allowances remained
low at 1.7% (versus 1.5% in 2017).
(1) Like-for-like change is on a same-center basis and excludes the impact of asset sales, acquisitions and foreign exchange.
(2) Compound index based on the following national retailer indices weighted by the share of each country in Klépierre’s total net rental income: CNCC (France), ISTAT (Italy), INE (Iberia),
Destatis (Germany), Kvarud (Norway), HUI (Sweden), Danmarks statistic (Denmark), REindex (Poland), KSH (Hungary), CZSO (Czech Republic), CBS (Netherlands), and AYD (Turkey).
(3) Like-for-like data exclude the contribution of new spaces (acquisitions, greenfield projects or extensions), spaces being restructured, disposals completed since January 2018, and
foreign exchange impacts.
K L É P I E R R E 2 0 1 9 NOTI C E O F M E E TI N G 54 K L É PIE RRE IN 2 018
Ne t c u rre n t c a s h f lo w
N E T CU R R E N T CAS H F LOW
in 2018, net current cash flow per share increased by 6.5% year-on-year Portfolio Valuation
to €2.65 significantly above the market guidance range of €2.57 to
€2.62. This strong performance reflects the combined impact of the Including transfer taxes, the value of the shopping center portfolio
following factors: stood at €24,083 million on a total share basis as of December 31, 2018,
up by 0.2% or €43 million on a reported basis and by 1.5% like for like
>> Net rental income increased by 1.2% on a total share basis, powered over the year(3).
by 3.4% like-for-like growth for shopping centers;
The 1.5% like-for-like increase in the shopping center portfolio
>> Operating cash flow increased by 1.6% on a total share basis, valuation was supported by Italy (up 3.1%), Iberia (up 3.4%) and CE
growing at a faster pace than net rental income, driven primarily & Turkey (up 4.2%) and mostly occurred in the first half, while values
by €4 million(1) in general and administrative cost savings. This remained broadly flat in the second half (down 0.2%).
translated into a further reduction in the EPRA cost ratio (from
16.3% to 15.6% excluding direct vacancy costs); Overall, as of December 31, 2018, the average EPRA NIY rate of the
portfolio(4) stood at 4.9%, a 10-bp increase compared to one year ago.
>> Cost of net debt decreased by €18.2 million to €151.6 million on a
total share basis. Restated for non-cash and non-recurring items(2),
the cost of net debt came out at €142.3 million, representing a €13.3
million year-on-year reduction and shaving the average cost of
EPRA Net Asset Value (NAV)
debt by 20 bps to 1.6%; and EPRA NAV per share amounted to €40.50 at the end of December 2018,
versus €39.60 one year earlier(5). This improvement reflects net current
>> The average number of shares outstanding fell from 306 million cash flow generation (€2.65 per share) and the increase in the value of
to 300 million as a result of the share buyback program.
the like-for-like portfolio (€0.87 per share), partly offset by the dividend
payment (€1.96 per share). Foreign exchange and other items had a
negative impact of €0.66 per share.
D E BT A N D F I N AN C I N G
Debt Financing
As of December 31, 2018, consolidated net debt totaled €8,875 million, Klépierre continued to reduce its average cost of debt to 1.6% in 2018
versus €8,978 million as of December 31, 2017, a €103 million decrease. from 1.8% in 2017, as it benefited from the low interest rate environment
As a result, Klépierre continued to improve its net debt to EBITDA ratio which materialized in attractive refinancing transactions carried out
to 8.3x (compared to 8.6x at December 31, 2017) while the Loan-to- in 2018 and 2017. The Group also actively pursued its interest rate
Value (LTV) ratio decreased to 36.3%(6) (versus 36.8% one year ago), hedging strategy, which aims to maintain a large proportion of fixed-
anchored in Klépierre’s long-term LTV target of between 35% and 40%. rate financing in its total debt (96% as at December 31, 2018). Based
on the current debt structure and market conditions, and in view of
upcoming refinancing transactions, the cost of debt is expected to
remain low over the next three years.
Klépierre’s liquidity position increased to €2.2 billion as of
December 31, 2018. Overall, Klépierre maintained the average maturity of
its total debt at 5.7 years as of December 31, 2018.
(1) Restated for non-cash and non-recurring items: employee benefits, stock option expense and severance packages.
(2) Non-cash and non-recurring items include amortization of Corio debt mark-to-market and financial instrument close-out costs.
(3) Like-for-like change is on a same-center basis and excludes the contribution from acquisitions, new centers and extensions, spaces under restructuring, disposals completed since
January 2018, and foreign exchange impacts.
(4) Group share for the shopping center portfolio appraised (i.e., excluding retail parks and movie theaters).
(5) NAV per share figures are rounded to the nearest 10 cents.
(6) On a total share basis.
6 K LÉPIERRE 20 19 N OT I CE OF M E E T I N GK LÉ P I E RRE I N 2 01 8
Key fin anc i al s
4
INV E ST M E N T, D E V E LO P M E N T A ND DISPOSIT ION
Investment >> €110 million allocated to the acquisitions of additional spaces in
some of our malls in Italy, as well as the minority interests of a
In 2018, Klépierre continued allocating capital to its properties through Spanish partnership.
the following investments:
>> €205 million allocated to the development pipeline, primarily Disposition
relating to the extensions of:
—— Hoog Catharijne: in the leading mall in the Netherlands, after In 2018, Klépierre completed disposals for €539.2 million (total
the opening of the North Mile in April 2017, Klépierre unveiled share, excluding transfer taxes). This amount includes the sale of
the South Mile in November 2018. This translated into a 9.1% seven non-core malls (three in Italy, two in Hungary, one in France
footfall increase to 27.5 million. In 2019 and 2020, work will focus and one in Spain) and other non-retail assets (in Cologne, Budapest
on the redevelopment of the mall’s lateral wings, which are used and Stavanger). These transactions were completed slightly above
on a daily basis by station passengers as urban links to the city appraised values at an average yield of 5.7%.
center, and As of December 31, 2018, taking into account sale promissory
—— Créteil Soleil (Paris region, France), where work is advancing agreements, total Group disposals amounted to €613.4 million.
on schedule and should be completed by the end of 2019.
Leasing is progressing very well, with 81% of the space already
let (signed or in advanced negotiations), at better conditions Share Buyback Program
than initially budgeted. The expected yield-on-cost has been In 2018, Klépierre repurchased 4,655,441 of its own shares for a total
raised accordingly from 5.7% to 6.0%; amount of €150 million. Combined with the €350 million repurchased
in 2017, this completes the €500-million share buyback program
>> €127 million allocated to the standing portfolio (of which announced on March 13, 2017.
€31 million is recharged to tenants) consisting in technical
maintenance capex, refurbishment (excluding extensions) and Klépierre has decided to launch a new €400-million program, with
leasing capex; and the pace of execution planned to match that of its asset disposals.
D I V I DE N D
The Executive Board will recommend that the shareholders present or general policy of distributing 80% of its net current cash flow on a
represented at the Annual General Meeting to be held on April 16, 2019, Group share basis.
approve the payment of a cash dividend in respect of fiscal year 2018
of €2.10 per share(1). This represents a 7.1% increase on the €1.96 Beginning this year, the dividend will be paid in two equal installments
dividend paid for fiscal year 2017, and is consistent with Klépierre’s of €1.05, on March 11, 2019 and July 10, 2019.
OUT LO O K
In 2019, based on European macroeconomic forecasts marked by slower GDP growth, lower unemployment and rising inflation, Klépierre expects
to generate a net current cash flow per share of between €2.72 and €2.75.
K E Y F I N A N C IAL S
Like-for-like
In € millions, Total Share 2018 2017 Reported change change(a)
Total revenues 1,338.3 1,321.6 +1.3% –
Net Rental Income (NRI), shopping centers 1,095.6 1,078.6 +1.6% +3.4%
Property portfolio valuation (incl. transfer taxes) 24,439.6 24,419.3 +0.1% +1.5%
Net debt 8,875.1 8,978.5 −1.2% –
Loan-to-Value (LTV) 36.3% 36.8% −50 bps –
In €, Group Share
EPRA Net Asset Value (NAV) per share 40.50 39.60 +2.3% –
Net current cash flow per share 2.65 2.48 +6.5% –
(a) Like-for-like change is on a same-center basis and excludes the contribution from acquisitions, new centers and extensions, spaces under restructuring, disposals completed
since January 2018, and foreign exchange impacts.
(1) As part of the proposed €2.10 dividend amount per share, €1.13 stems from the SIIC-related activity of the group and therefore will not be eligible for the 40% tax relief provided for
in Article 158-3-2 of the French Tax Code (Code général des impôts).
K L É P I E R R E 2 0 1 9 NOTI C E O F M E E TI N G 75
C O R P O R AT E G O V E R N A N C E
5.1 SU P E RV IS O RY B OARD
Composition of the Supervisory Board
Provisions of the bylaws and rules of procedure of the Supervisory Board applicable to the composition
of the Supervisory Board
The Company’s bylaws and the rules of procedure of the Supervisory >> Ownership of Klépierre shares: each member of the Supervisory
Board define the following principles: Board must hold at least 60 shares throughout his/her term of
office;
>> Number of Supervisory Board members: at least three and no more
than 12 members; >> Leadership of the Supervisory Board: the Supervisory Board elects
a Chairman and a Vice Chairman from among its members.
>> Terms of office of Supervisory Board members: three years.
However, the Ordinary General Meeting of Shareholders may, by
exception, appoint one or more Supervisory Board members for a
term of less than three years for the sole purpose of implementing
a system of rotation;
Robert David SIMON Steven
Président FIVEL Stanley
FOWLDS
•Béatrice
de CLERMONT-TONNERRE
SHASHOUA
Rose-Marie VAN LERBERGHE
John Florence •
Vice-Président
CARRAFIELL • Catherine
SIMONI • VON ERB •
• Independant member
56 5 4 5
Average age of Board members Independent Board Female Board Non-French
at December 31, 2018 members members Board members
8 K LÉPIERRE 20 19 N OT I CE OF M E E T I N GCORP O RAT E G OV E RNA N C E
Sup erv iso ry B oard
5
Current composition
The Supervisory Board has currently the following nine members:
Committee membership
Other Sustai-
appointments Nomination nable Years of
Indepen- in other listed Invest- and Develop- Date of first Term of Board
Name Main function Nationality Age Gender dence companies(a) ment Audit Compensation ment appointment appointment membership(b)
Chairman of the
David Simon, Board and Chief
X 04/24/2018
Chairman Executive Officer US 57 M 1 03/14/2012 7
Chairman 2021 GM
of the Board of Simon Property
Group, Inc.
12/11/2014
Co-founder of
X (with 04/24/2018
John Carrafiell GreenOak Real US 53 M X 1 4
Chairman effect from 2021 GM
Estate
01/15/2015)
Director of Artificial
Béatrice
Intelligence 04/19/2016
de Clermont- French 46 F X 0 X 04/19/2016 3
Partnerships 2019 GM
Tonnerre
at Google
General Counsel
and Secretary of X 04/24/2018
Steven Fivel US 58 M 0 X X 03/14/2012 7
Simon Property Chairman 2021 GM
Group, Inc.
Senior Advisor
04/24/2018
Robert Fowlds in real estate UK 57 M 2 X 04/24/2018 1
2021 GM
and finance
Investments
04/18/2017
Stanley Shashoua Director of Simon US 48 M 0 X X X 04/14/2015 4
2020 GM
Property Group, Inc.
Former Director for
France and Belgium
X 04/18/2017
Catherine Simoni of the European French 54 F X 0 X 12/20/2012 6
Chairman 2020 GM
real estate funds of
the Carlyle group
Rose-Marie
Senior Advisor 04/19/2016
Van Lerberghe, French 72 F X 2 X X 04/12/2012 7
of BPI group 2019 GM
Vice Chairman
Representative
of Afammer (NGO)
Florence at the United 04/18/2017
French 59 F X 1 X 02/17/2016 3
Von Erb Nations and former 2020 GM
Managing Director
of Adair Capital
(a) Offices held within the Company are not taken into consideration in this calculation.
(b) As of April 16, 2019, the date of the next General Meeting of Shareholders.
K L É P I E R R E 2 0 1 9 NOTI C E O F M E E TI N G 95 CORPORATE GOVER NANCE
S u p e rvi s ory B oa rd
Presentation of the members of the Supervisory Board whose renewal is subject
to the approval of the General Meeting of Shareholders
B é atr i c e d e Cl e r m ont-Ton n e r re
Member of the Sustainable Development Committee
Aged 46 CAREER
Béatrice de Clermont-Tonnerre has been Director of Artificial Intelligence Partnerships at Google since July 2018, after having
Graduate of Institut d’études headed up the southern Europe third-party site Monetisation division for five years. Prior to Google, she was Senior VP, Business
politiques de Paris (Public Development at Lagardère (2008-2013) and Head of Interactive TV and co-Head of Programming at Canalsatellite – Groupe
Service Section) and ESSEC Canal+ (2001-2005). She began her career as a radio journalist before joining the Strategy Department of Lagardère in 1995 as
(École supérieure des sciences an analyst in the High Technologies division, covering aerospace and telecoms.
économiques et commerciales)
Business School (MBA) OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
Klépierre
French national >Outside
> Member of the Sustainable Development Committee
Klépierre
>> None
BUS I NE S S A DDRESS
26, boulevard des Capucines –
OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
Klépierre
75009 Paris (France)
>Outside
> NoneKlépierre
N U MBE R O F >> Vice Chairwoman of the Board of Directors, Hurriyet (term expired in June 2018)
K LÉ PI E RR E S HA RES
60
>> Board member of LaCie
Board attendance rate in 2018: 100%
Sustainable Development Committee attendance rate in 2018: 100%
10 K LÉPIERRE 20 19 N OT I CE OF M E E T I N GCORP O RAT E G OV E RNA N C E
Sup erv iso ry B oard
5
Ro s e - M a r i e Van Le r b e rg h e
Vice Chairman of the Supervisory Board
Member of the Audit Committee
Member of the Nomination and Compensation Committee
Aged 72 CAREER
Rose-Marie Van Lerberghe began her career as an Inspector at IGAS (General Inspectorate, Social Affairs) before becoming
Graduate of ENA (École Assistant Director for the defense and promotion of jobs at the French Labor Ministry. In 1986 she joined the Danone group,
nationale d’administration), where she was group Director of Human Resources. In 1996 she became Executive Director in charge of employment and
Institut d’études politiques professional training at the French Ministry of Labor and Solidarity. She then became Executive Director of the Paris hospital
of Paris and École normale trust (APHP). From 2006 to 2011 she was Chairman of the Executive Board of Korian. From January 2010 to January 2014, she
supérieure, teaching qualification was a member of the Conseil supérieur de la magistrature (the French High Council of the Judiciary). She is currently a member
(philosophy) and undergraduate of the Council of the Order of the Legion of Honor.
degree in history
OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
French national Klépierre
>> Vice Chairman of the Supervisory Board
>> Member of the Audit Committee
BUS I NE S S A DDRESS >Outside
> Member of the Nomination and Compensation Committee
26, boulevard des Capucines – Klépierre
75009 Paris (France) >> Member of the Board of Directors:
——Bouygues (listed company)
N U MBE R O F —— CNP Assurances (listed company)
K LÉ PI E RR E S HA RES —— Fondation Hôpital Saint-Joseph
100 >> Chairman of the Board of Directors:
—— Orchestre des Champs-Élysées led by Philippe Herreweghe
OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
Klépierre
>Outside
> NoneKlépierre
>> Chairman of the Board of Directors:
——Fondation Institut Pasteur
>> Member of the Board of Directors:
——Air France
—— Casino, Guichard-Perrachon
Board attendance rate in 2018: 89%
Nomination and Compensation Committee attendance rate in 2018: 100%
Audit Committee attendance rate in 2018: 100%
K L É P I E R R E 2 0 1 9 NOTI C E O F M E E TI N G 115 CORPORATE GOVER NANCE
S u p e rvi s ory B oa rd
Presentation of the other members of the Supervisory Board
Dav i d Si m o n
Chairman of the Supervisory Board
Chairman of the Investment Committee
Aged 57 CAREER
David Simon is Chairman of the Board and Chief Executive Officer of Simon Property Group, Inc., which he joined in 1990. In 1993
BS degree from Indiana he led the efforts to take Simon Property Group public, and became CEO in 1995. Before joining Simon Property Group, he was
University and MBA from a Vice President of Wasserstein Perella & Co., a Wall Street firm specializing in mergers and acquisitions and leveraged buyouts.
Columbia University’s He is a former member and former Chairman of the National Association of Real Estate Investment Trusts (NAREIT) Board of
Graduate School of Business Governors and a former trustee of the International Council of Shopping Centers (ICSC).
US national OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
Klépierre
>> Chairman of the Supervisory Board
BUS I NE S S A DDRESS >Outside
> Chairman of the Investment Committee
26, boulevard des Capucines – Klépierre
75009 Paris (France) >> Director, Chairman of the Board and Chief Executive Officer:
——Simon Property Group, Inc. (US-listed company)
N U MBE R O F OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
K LÉ PI E RR E S HA RES Klépierre
62 >Outside
> NoneKlépierre
>> Director, Chairman of the Board and Chief Executive Officer:
——Simon Property Group (Delaware), Inc.
—— The Retail Property Trust
—— M.S. Management Associates, Inc.
>> Chairman of the Board and Chief Executive Officer:
—— Simon Management Associates, LLC
—— CPG Holdings, LLC
Board attendance rate in 2018: 89%
Investment Committee attendance rate in 2018: 100%
12 K LÉPIERRE 20 19 N OT I CE OF M E E T I N GCORP O RAT E G OV E RNA N C E
Sup erv iso ry B oard
5
J o h n C a r ra f ie l l
Chairman of the Audit Committee
Aged 53 CAREER
From 1987 to 2009, John Carrafiell held various roles at Morgan Stanley, as Head of Real Estate Europe from 1995, Managing
BA degree from Yale University Director from 1999, Global Co-Head of Real Estate from 2005, member of the Global Investment Banking Division Operating
Committee from 2006 to 2007, and Global Co-Head and Co-CEO of Real Estate Investing from 2007. In 2009, he founded
US national Alpha Real Estate Advisors (UK) and acted as Managing Partner of that company until 2010, at which point he co-founded
GreenOak Real Estate, a global real estate investment, management and advisory firm that has raised USD 8 billion in equity from
institutional investors and acquired or managed over USD 12 billion in real estate assets since 2011. He is currently Managing
BUS I NE S S A DDRESS Partner of GreenOak Real Estate.
26, boulevard des Capucines –
75009 Paris (France) OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
Klépierre
N U MBE R O F >Outside
> Chairman of the Audit Committee
Klépierre
K LÉ PI E RR E S HA RES
60 >> Chairman:
——Chelsea & Westminster Hospital NHS Foundation Trust Development Board (United Kingdom)
—— The Anna Freud National Centre for Children and Families Development Board (United Kingdom)
—— The Yale University School of Architecture Dean’s Council (United States)
>> Member of the Board of Directors (and Real Estate Investment Committee):
—— Shurgard (Belgium-listed company)
OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
Klépierre
>Outside
> NoneKlépierre
>> Member of the Board of Directors:
——Grupo Lar (Spain)
>> Supervisory Board Member:
——Corio NV (Netherlands)
Board attendance rate in 2018: 100%
Audit Committee attendance rate in 2018: 100%
K L É P I E R R E 2 0 1 9 NOTI C E O F M E E TI N G 135 CORPORATE GOVER NANCE
S u p e rvi s ory B oa rd
Steve n Fi ve l
Chairman of the Sustainable Development Committee
Member of the Nomination and Compensation Committee
Member of the Investment Committee
Aged 58 CAREER
Steven Fivel began his career as Deputy Attorney General at the Office of the Attorney General of the State of Indiana. From
BS degree in accounting from 1988, he worked as an attorney handling shopping center finance transactions, real estate development and re-development
Indiana University and doctorate transactions, joint ventures and corporate transactions. In 1997, he joined BrightPoint and occupied the functions of Executive
in law (JD) from the John Vice President, General Counsel and Secretary. In March 2011 he joined Simon Property Group as Assistant General Counsel and
Marshall Law School, Chicago Assistant Secretary, leading Development and Operations, the Legal Department, and Operations within the Tax Department.
Steven Fivel was appointed General Counsel and Secretary of Simon Property Group on January 1, 2017.
US national
OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
Klépierre
BUS I NE S S A DDRESS >> Chairman of the Sustainable Development Committee
26, boulevard des Capucines – >> Member of the Nomination and Compensation Committee
75009 Paris (France) >Outside
> Member of the Investment Committee
Klépierre
N U MBE R O F >> Member of the Board of Directors:
—— Simon Global Development BV
K LÉ PI E RR E S HA RES
62 OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
Klépierre
>Outside
> Chairman of the Supervisory Board of Klémurs
Klépierre
>> None
Board attendance rate in 2018: 100%
Investment Committee attendance rate in 2018: 100%
Sustainable Development Committee attendance rate in 2018: 100%
Nomination and Compensation Committee attendance rate in 2018: 100%
Ro b e r t Fow l ds
Member of the Investment Committee
Aged 57 CAREER
Robert Fowlds has been a Senior Advisor in real estate and finance since 2016. Previously, he was Managing Director, Head
BS degree in Real Estate of Real Estate Investment Banking for the United Kingdom and Ireland at JP Morgan Cazenove, where he supervised a large
Management from the University team with expertise in capital markets, mergers and acquisitions, consulting and debt markets in the real estate sector, before
of Reading and MBA in Finance becoming Vice Chairman in 2013. Between 1987 and 2006, he held various positions in financial institutions such as Merrill
from Cass Business School, Lynch, Kleinwort Benson Securities, Crédit Lyonnais Secs and Morgan Grenfell. He is also a director of the fund UK Commercial
member of the Royal Institution Property REIT, as well as LondonMetric PLC.
of Chartered Surveyors
OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
UK national Klépierre
>Outside
> Member of the Investment Committee
Klépierre
BUS I NE S S A DDRESS >> Member of the Board of Directors:
26, boulevard des Capucines – —— UK Commercial Property REIT (UK-listed fund)
75009 Paris (France) —— LondonMetric PLC (UK-listed company)
OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
N U MBE R O F Klépierre
K LÉ PI E RR E S HA RES
100
>Outside
> NoneKlépierre
>> None
Board attendance rate in 2018: 100%
Investment Committee attendance rate in 2018: 100%
14 K LÉPIERRE 20 19 N OT I CE OF M E E T I N GCORP O RAT E G OV E RNA N C E
Sup erv iso ry B oard
5
Sta n l ey S h a sh ou a
Member of the Investment Committee
Member of the Audit Committee
Member of the Sustainable Development Committee
Aged 48 CAREER
Stanley Shashoua is Investments Director at Simon Property Group. Previously, he was Managing Partner at LionArc Capital LLC, a
BA degree in International private investment fund, which has invested in and managed real estate and private equity transactions for a total amount of over
Relations from Brown University USD 500 million since 2007. Prior to joining LionArc Capital LLC, Stanley Shashoua was a Partner at HRO Asset Management LLC,
and MBA in Finance from where he was in charge of the acquisition and management of properties on behalf of institutional clients, managing transactions
The Wharton School representing over USD 1 billion and comprising over 278,700 sq.m. He also worked at Dresdner Kleinwort Wasserstein.
US national OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
Klépierre
>> Member of the Investment Committee
BUS I NE S S A DDRESS >> Member of the Audit Committee
26, boulevard des Capucines – >Outside
> Member of the Sustainable Development Committee
75009 Paris (France) Klépierre
>> Member of the Board of Directors:
N U MBE R O F ——Simon Canada Management Limited (Canada)
K LÉ PI E RR E S HA RES —— Mitsubishi Estate Simon Co. Ltd. (Japan)
60 —— Shinsegae Simon Co. Inc. (South Korea)
—— Genting Simon Sdn Bhd (Malaysia)
—— Premium Outlets de Mexico, S. de RL de CV (Mexico)
—— CPGOM Partners de Mexico, S. de RL de CV (Mexico)
—— Outlet Services HoldCo Ltd (Jersey)
>> Managing Partner:
—— Outlet Site JV Sarl (Luxembourg)
—— HBS Global Properties LLC (USA)
—— Aero Opco LLC (USA)
OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
Klépierre
>Outside
> NoneKlépierre
>> None
Board attendance rate in 2018: 100%
Investment Committee attendance rate in 2018: 100%
Sustainable Development Committee attendance rate in 2018: 100%
Audit Committee attendance rate in 2018: 100%
K L É P I E R R E 2 0 1 9 NOTI C E O F M E E TI N G 155 CORPORATE GOVER NANCE
S u p e rvi s ory B oa rd
C ath e r i n e Sim oni
Chairman of the Nomination and Compensation Committee
Member of the Sustainable Development Committee
Aged 54 CAREER
For 14 years, Catherine Simoni was Director for France and Belgium of the European real estate fund of the Carlyle group, which
Engineering degree from the she left in December 2014. She was previously a Director at SARI Développement, the development division of Nexity, where
University of Nice (France) she was responsible for implementing business plans on several major French office developments, including leasing and sales.
Prior to this, Catherine Simoni was a Manager at Robert & Finestate, a subsidiary of J.E. Robert Company, where she worked on
French national transactions in real estate and real estate-backed loan portfolios in France, Spain, Belgium and Italy.
OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
BUS I NE S S A DDRESS Klépierre
26, boulevard des Capucines – >> Chairman of the Nomination and Compensation Committee
75009 Paris (France) >Outside
> Member of the Sustainable Development Committee
Klépierre
N U MBE R O F >> None
K LÉ PI E RR E S HA RES OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
60 Klépierre
>Outside
> NoneKlépierre
>> Managing Director France – Carlyle group
Board attendance rate in 2018: 100%
Nomination and Compensation Committee attendance rate in 2018: 100%
Sustainable Development Committee attendance rate in 2018: 100%
Fl o re n c e Vo n E r b
Member of the Audit Committee
Aged 59 CAREER
Florence Von Erb began her finance career working in JP Morgan’s Paris, London and New York offices, where she specialized in
Graduate of HEC Paris, international securities markets. She held positions in the firm’s Treasury Department, Merchant Bank division, Latin America Debt
specializing in finance Restructuring Unit and Equity Derivatives Group. In 2000, she joined Adair Capital, a New York-based investment management
firm, where she served as Managing Director. She switched her focus to the not-for-profit world in 2004 when she became
French national President and United Nations Representative of Make Mothers Matter International. In 2006, she co-founded Sure We Can Inc.
Since 2014, she has been an active member of the UN NGO Social Development Committee and the Commission on the Status
of Women, as well as serving as an Independent Director of Ipsos SA.
BUS I NE S S A DDRESS
26, boulevard des Capucines – OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
75009 Paris (France) Klépierre
>Outside
> Member of the Audit Committee
N U MBE R O F Klépierre
K LÉ PI E RR E S HA RES >> Member of the Board of Directors:
150 —— Ipsos (listed company)
—— Ipsos Foundation
OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
Klépierre
>Outside
> NoneKlépierre
>> Chairman:
—— Make Mothers Matter International
>> Co-founder:
—— Sure We Can Inc.
>> Member of the Board of Directors:
—— Fourpoints
Board attendance rate in 2018: 100%
Audit Committee attendance rate in 2018: 100%
16 K LÉPIERRE 20 19 N OT I CE OF M E E T I N GCORP O RAT E G OV E RNA N C E
E xe cutive B oard
5
5. 2 E XE CU TIVE B OARD
The Executive Board currently comprises the following two members:
>> Jean-Marc Jestin, Chairman of the Executive Board; and
>> Jean-Michel Gault, Deputy CEO and Executive Board member.
Biographies of current Executive Board members(1)
J e a n - M a rc Je st i n
Chairman of the Executive Board
Aged 50 CAREER
Jean-Marc Jestin has been Chairman of the Klépierre Executive Board since November 7, 2016, after serving as Chief Operating
Graduate of HEC Officer and member of the Klépierre Executive Board since October 18, 2012. Previously, Jean-Marc Jestin held a number of
positions in real estate companies. He was Chief Financial Officer and then Chief Operating Officer of the pan-European platform
French national Simon Ivanhoe from 1999 to 2007. He then joined the Unibail-Rodamco International teams, acting as Deputy Chief Investment
Officer in charge of acquisitions, sales and M&A transactions. Jean-Marc Jestin started his career in 1991 at Arthur Andersen
in an audit role where he contributed to the development of the real estate practice.
BUS I NE S S A DDRESS
26, boulevard des Capucines – >> Date of first appointment as a member of the Executive Board: October 18, 2012
75009 Paris (France) >> Date of first appointment as Chairman of the Executive Board: November 7, 2016
>> Term of appointment: June 22, 2016 – June 21, 2019
N U MBE R O F OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
K LÉ PI E RR E S HA RES Klépierre
63,627 >Outside
> Positions held in several subsidiaries (a)
Klépierre
>> None
OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
>> None
(a) No compensation in the form of directors’ fees or other compensation is paid or due under the appointments exercised at the level of the
Group’s subsidiaries.
J e a n - M i c h e l G au l t
Member of the Executive Board
Aged 58 CAREER
Jean-Michel Gault has served as Deputy CEO of Klépierre since January 1, 2009. He has been an Executive Board member
Graduate of École supérieure de since June 1, 2005. Jean-Michel Gault joined Klépierre in 1998 as Chief Financial Officer, after a 10-year career in the Paribas
commerce de Bordeaux group. In 2009, his role was expanded to include the Office Property division. In this role, he supervised Klépierre’s merger with
Compagnie Foncière for which he was acting as Chief Financial Officer within the Real Estate Investment division of Paribas.
French national Previously, he was Head of Financial Services and then appointed Chief Financial Officer at Cogedim, which was a subsidiary of
Paribas at that time. Jean-Michel Gault began his career with GTM International (Vinci group) as a financial controller.
BUS I NE S S A DDRESS >> Date of first appointment: June 1, 2005
26, boulevard des Capucines – >> Term of appointment: June 22, 2016 – June 21, 2019
75009 Paris (France)
OFFICES AND POSIT ION S H ELD AS O F D EC EM B ER 3 1 , 201 8
Klépierre
N U MBE R O F
K LÉ PI E RR E S HA RES
>Outside
> Positions held in several subsidiaries (a)
Klépierre
66,405 >> None
OFFICES AND POSIT ION S T H AT EX PI RED I N T H E L AST FI V E FI S CA L YEA R S
>> None
(a) No compensation in the form of directors’ fees or other compensation is paid or due under the appointments exercised at the level of the
Group’s subsidiaries.
(1) In accordance with Regulation (EC) no. 809/2004 of April 29, 2004, this section does not include Klépierre subsidiaries in which the corporate officers are also members of a governing,
management or supervisory body, or have been in the last five years.
K L É P I E R R E 2 0 1 9 NOTI C E O F M E E TI N G 176
GENERAL MEETING
6.1 AGE N DA
Resolutions of the Ordinary General Meeting
1. Approval of the company financial statements for the fiscal year ended December 31, 2018;
2. Approval of the consolidated financial statements for the fiscal year ended December 31, 2018;
3. Appropriation of profit for the fiscal year ended December 31, 2018 and payment of a dividend of €2.10 per share by distribution of distributable
earnings, merger surpluses and premiums;
4. Approval of the transactions and agreements referred to in Article L. 225-86 of the French Commercial Code;
5. Re-appointment of Rose-Marie Van Lerberghe as a member of the Supervisory Board;
6. Re-appointment of Béatrice de Clermont-Tonnerre as a member of the Supervisory Board;
7. Approval of the components of compensation paid or allotted to Jean-Marc Jestin for the fiscal year ended December 31, 2018;
8. Approval of the components of compensation paid or allotted to Jean-Michel Gault for the fiscal year ended December 31, 2018;
9. Approval of the compensation policy for the members of the Supervisory Board;
10. Approval of the compensation policy for the Chairman of the Executive Board;
11. Approval of the compensation policy for the members of the Executive Board;
12. Delegation of authority to the Executive Board to trade in the Company’s shares for a period of 18 months.
Resolutions of the Extraordinary General Meeting
13. Delegation of authority to the Executive Board to reduce the share capital by canceling treasury shares for a period of 26 months;
14. Delegation of authority to the Executive Board to issue shares and/or securities giving rights to shares of the Company or its subsidiaries and/or
securities giving rights to debt securities for a period of 26 months, with preemptive subscription rights;
15. Delegation of authority to the Executive Board to issue shares and/or securities giving rights to shares of the Company or its subsidiaries and/or
securities giving rights to debt securities for a period of 26 months, by means of a public offering without preemptive subscription rights;
16. Delegation of authority to the Executive Board to issue shares and/or securities giving rights to shares of the Company and/or securities giving
rights to debt securities for a period of 26 months, by means of a private placement referred to in Article L. 411-2 II of the French Monetary
and Financial Code;
17. Delegation of authority to the Executive Board to increase the number of securities to be issued in the event of an issue of ordinary shares
and/or securities giving rights to shares of the Company, any subsidiary and/or any other company for a period of 26 months, with or without
preemptive subscription rights;
18. Delegation of authority to the Executive Board to issue shares and/or securities giving rights to shares of the Company as consideration for
contributions in kind in the form of equity securities and/or securities giving rights to shares of the Company for a period of 26 months, without
preemptive subscription rights;
19. Delegation of authority to the Executive Board to increase the Company’s share capital by capitalizing premiums, reserves, profits or other
items for a period of 26 months;
20. Delegation of authority to the Executive Board to issue shares or securities giving rights to shares of the Company reserved for members of
company savings plans for a period of 26 months, without preemptive subscription rights;
21. Overall ceiling on authorizations to issue shares and securities giving rights to shares of the Company;
22. Delegation of authority to the Executive Board to allot bonus shares of the Company for a period of 38 months without preemptive subscription
rights;
23. Powers for formalities.
18 K LÉPIERRE 20 19 N OT I CE OF M E E T I N GG eneral M eeting
Pre sen tatio n o f re so lu ti ons
6
6. 2 P R E SEN TATIO N O F RE S O LUT IONS
Ordinary business
First and second resolutions – Approval of the company financial statements and the consolidated
3
financial statements
Purpose of the resolution
Having considered the Executive Board’s management report and the Statutory Auditors’ reports, the General Meeting is asked to approve
the company financial statements for the fiscal year ended December 31, 2018, showing net income of €350,223,680.25, and the consolidated
financial statements for the fiscal year ended December 31, 2018, showing net income of €1,028,965,538.11.
The General Meeting is also asked to note that the company financial statements for the fiscal year ended December 31, 2018 do not report
any non-deductible expenses or charges as defined in Article 39-4 of the French Tax Code (Code général des impôts).
The company financial statements and the consolidated financial statements, as well as the Statutory Auditors’ reports on those statements
and the Executive Board’s management report, appear in Klépierre’s 2018 registration document filed with the French financial markets
authority (Autorité des marchés financiers – AMF), which is available on Klépierre’s website.
>> FIRST RESOLUTION >> SECOND RESOLUTION
(Approval of the company financial statements for the fiscal (Approval of the consolidated financial statements
year ended December 31, 2018) for the fiscal year ended December 31, 2018)
The General Meeting, acting under the conditions of quorum and The General Meeting acting under the conditions of quorum and
majority required for Ordinary General Meetings and having reviewed majority required for Ordinary General Meetings and having reviewed
the reports of the Executive Board, the Supervisory Board and the the reports of the Executive Board, the Supervisory Board and the
Statutory Auditors, approves the company financial statements for Statutory Auditors, approves the consolidated financial statements for
the fiscal year ended December 31, 2018 as presented, which comprise the fiscal year ended December 31, 2018 as presented, which comprise
the balance sheet and income statement, as well as the notes to the the statements of financial position and income, as well as the notes
financial statements, and show net income of €350,223,680.25. to the consolidated financial statements, and show net income of
€1,028,965,538.11. It also approves the operations reflected in said
It also approves the operations reflected in said financial statements financial statements or summarized in said reports.
or summarized in said reports.
It notes that the company financial statements for the fiscal year ended
December 31, 2018 do not report any non-deductible expenses and
charges as defined in Article 39-4 of the French Tax Code (Code
général des impôts) and do not report any add-back expenses
pursuant to Article 39-5 of said Code for the fiscal year.
Third resolution – Appropriation of profit for the fiscal year ended December 31, 2018 and payment
3
of a dividend of €2.10 per share by distribution of distributable earnings, merger surpluses and premiums
Purpose of the resolution
The net income for fiscal year 2018 represents distributable earnings of €350,223,680.25 and retained earnings of €26,756,602.88, for total
distributable earnings of €376,980,283.13.
In order to distribute a dividend of €2.10 per share, the Board recommends using these distributable earnings and deducting €143,145,450.74
from “Merger surplus” and €125,463,828.23 from “Merger premium”.
If the General Meeting approves this appropriation, shareholders would receive, for each Klépierre share owned:
>> €1.13 deducted from earnings exempt from corporate income tax (dividend paid under the French real estate investment trust [“SIIC”]
tax rules);
>> €0.97 deducted from earnings subject to corporate income tax.
In the event of express, irrevocable and overall election for taxation at the progressive income tax rate for all income covered by the flat
tax (“PFU”), the 40% tax relief provided for in Article 158-3-2 of the French Tax Code will apply only to the dividend on earnings subject to
corporate income tax.
As announced on February 6, 2019, we remind you that an interim dividend will be distributed on March 11, 2019 (ex-dividend date:
March 7, 2019) in the amount of €1.05 per share, deducted from earnings exempt from corporate income tax under the French real estate
investment trust (“SIIC”) tax rules. The remaining distribution amount of €1.05 per share (including €0.08 deducted from earnings exempt
from corporate income tax under the French real estate investment trust [“SIIC”] tax rules and €0.97 deducted from earnings subject to
corporate income tax) will be paid on July 10, 2019 (ex‑dividend date: July 8, 2019).
If shares are sold between either of the payment dates, the rights to the dividend will vest to the shareholder who owns the shares on the
day before the date on which the shares go ex-dividend.
K L É P I E R R E 2 0 1 9 NOTI C E O F M E E TI N G 19You can also read
