2016 REGISTRATION DOCUMENT 2016 REGISTRATION DOCUMENTREGISTRATION 1 4 GROUP OVERVIEW 3 SUSTAINABLE DEVELOPMENT 161 1.1 Klépierre’s strategy at a glance 4 4.1 An ambitious strategy and an integrated organization 162 1.2 Key figures 5 4.2 Operational and sustainable excellence at the heart 1.3 Stock market and shareholder base 9 of our strategy 172 1.4 Background 10 4.3 Klépierre, a company that is committed throughout its value chain 188 1.5 Property portfolio as of December 31, 2016 11 4.4 Employees, one of Klépierre’s main assets 196 1.6 Simplified organization chart as of December 31, 2016 23 4.5 Methodology, Concordance table and verification Competitive position 24 1.7 by independent third party 202 1.8 Main risk factors 25 5 2 CORPORATE GOVERNANCE 211 BUSINESS FOR THE YEAR 39 5.1 Management and oversight of the Company 212 2.1 Shopping center operations overview 40 5.2 Compensation and benefits of executive 2.2 Business activity by region 44 corporate officers 232 2.3 Investments, developments and disposals 51 2.4 Consolidated earnings and cash-flow 54 2.5 Parent company earnings and distribution 56 2.6 Property portfolio valuation 57 6 2.7 EPRA performance indicators 61 SHARE CAPITAL, SHAREHOLDING, 2.8 Financial policy 64 GENERAL MEETING OF SHAREHOLDERS 261 2.9 Governance 67 6.1 Share capital and Shareholding 262 2.10 Events subsequent to the accounting cut-off date 67 6.2 General Meeting of Shareholders 278 2.11 Outlook 67 7 3 GENERAL ADDITONAL INFORMATION 303 FINANCIAL STATEMENTS 69 7.1 General information 304 3.1 Consolidated financial statements 7.2 Documents accessible to the public 306 as of December 31, 2016 70 7.3 Statement of the person responsible 3.2 Statutory Auditors’ report on the consolidated for the registration document which serves financial statements 131 as the annual financial report 306 3.3 Corporate financial statements 7.4 Persons responsible for audits and financial disclosures 307 as of December 31, 2016 132 7.5 Concordance tables 307 3.4 Statutory Auditors’ report on the annual financial statements 156 3.5 Other information 157 GLOSSARY 313 2016 REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT DISCOVER THE INTERACTIVE VERSION OF YOUR REGISTRATION DOCUMENT ON KLEPIERRE WEBSITE www.klepierre.com This registration document was filed with the Financial Markets Authority (AMF) on March 10, 2017, in accordance with article 212-13 of the AMF General Regulations. It may be used in support of a financial transaction only if supplemented by a transaction memorandum that has received approval from the AMF. This document has been established by the issuer and is binding upon its signatories. The English language version of this registration document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. In all matters of interpretation, however views or opinion expressed in the original language version of the document in French take precedence over the translation. KLÉPIERRE 2016 REGISTRATION DOCUMENT 1 2 KLÉPIERRE 2016 REGISTRATION DOCUMENT 1 GROUP OVERVIEW 1.1 KLÉPIERRE’S STRATEGY AT A GLANCE 4 1.6 SIMPLIFIED ORGANIZATION CHART AS OF DECEMBER 31, 2016 23 1.2 KEY FIGURES 5 1.2.1 Activity indicators 5 1.7 COMPETITIVE POSITION 24 1.2.2 Social, societal and environmental key performance 1.8 MAIN RISK FACTORS 25 indicators 6 1.8.1 Risks related to Klépierre’s strategy and activities 25 1.2.3 Financial key performance indicators 7 1.8.2 Risks related to Klépierre’s financing policy 1.2.4 Sectorial key performance indicators (EPRA format) 8 and financial activities 27 1.3 STOCK MARKET AND SHAREHOLDER BASE 9 1.8.3 Legal, tax and regulatory risks 29 Shareholder base 9 1.8.4 Risks related to subsidiary companies 30 Stock information 9 1.8.5 Environmental risks 30 1.8.6 Insurance risks 30 1.4 BACKGROUND 10 1.8.7 Risks related to information systems 31 Klépierre inception 10 1.8.8 Report by the Chairman of the Supervisory Board 31 Growth with the option for SIIC status in 2003, 1.8.9 Statutory Auditors’ report prepared in accordance a major acquisition with Steen & Strøm 10 with Article L. 225-235 of the French Commercial Since 2012: 100% retail real estate strategy Code on the report prepared by the Chairman and creation of the leading European pure play of the Supervisory Board 37 shopping center specialist 10 1.5 PROPERTY PORTFOLIO AS OF DECEMBER 31, 2016 11 1.5.1 Shopping centers 11 1.5.2 Retail assets 21 1.5.3 Overview of valuation reports prepared by the independent external appraisers 21 KLÉPIERRE 2016 REGISTRATION DOCUMENT 3 GROUP OVERVIEW 1 Klépierre’s strategy at a glance 1.1 Klépierre’s strategy at a glance As Europe’s leading shopping center specialist – and with Leading centers in Continental Europe a property portfolio valued at close to 23 billion euros as of December 31, 2016 – Klépierre anticipates retail trends in order The relevance of the Klépierre platform is built on a dense linkage of to continuously enrich the shopping experience in the centers high potential territories. The Group targets Continental European it owns and manages. Located in the most attractive regions in metropolitan areas whose demographic or economic growth exceeds Continental Europe, Klépierre centers offer international brands the national average and that offer opportunities to strengthen its unique locations enabling them to develop in the right place with positions. The principal assets, whether they were developed by the the right format granting them access to more than 150 million Group or recently acquired, occupy leading positions in the heart of consumers in 57 cities. A pioneer in corporate social, societal, and their catchment area and attract millions of visitors every year. environmental responsibility, the Group constantly innovates to ensure that the conditions for sustainable growth are in place. Klépierre owns iconic leading centers in 16 European countries of Targeted development which Créteil Soleil, Val d’Europe, St.Lazare Paris, Blagnac (Toulouse) Founded on a conservative approach to risk management and in France; Porta di Roma (Rome), Le Gru (Turin), Campania constant asset value enhancement, the Group’s development strategy (Naples), Nave de Vero (Venice) in Italy; L’esplanade (Louvain-la- favors the extension-refurbishment of shopping centers that have Neuve) in Belgium; Field’s (Copenhagen), Emporia (Malmö), Oslo already carved out strong positions. It does not rule out design and City in Scandinavia; Hoog Catharijne (Utrecht) in the Netherlands, development projects that are exceptional due to location and quality Maremagnum (Barcelona), Plenilunio and La Gavia (Madrid) in Spain; offering strong growth prospects in its preferred regions. Nový Smìchov (Prague) in the Czech Republic; Boulevard Berlin in Germany. Pushing Klépierre Good Choices® forward Klépierre, Retail Only® Driven by strong convictions, Klépierre’s CSR approach integrates sustainable development at the heart of its performance. Through Connected shopping centers in the heart of prosperous regions the implementation of its Good Choices® policy, Klépierre reconciles to attract the most successful retailers; a constantly updated retail the requirements of operational excellence with environmental, mix and fun shopping experiences to attract customers: this is how societal and social performance. A key player in regional development, Klépierre keeps new generation retail lively. Klépierre is strengthening the appeal of its assets by ensuring that they are seamlessly and sustainably integrated into their environment. Support the development of international brands A model based on a strict financial The principal lessor for most of the international retailers present discipline in Europe, Klépierre interacts regularly with them and stays in close Klépierre works to constantly improve its debt conditions and its contact. These privileged relationships enable Klépierre to facilitate financial profile. Since April 2014, the Group enjoyed a rating of A- their growth efficiently, whether this means optimizing their presence from Standard & Poor’s, placing it among the ranks of the world’s top and their store format or offering new points of sale. They also foster three real estate companies. This financial strength rating is further acceleration in terms of upgrading the retail mix through a better buttressed by solid operating performances and a tightly managed understanding of the challenges and needs of retail tenants. Proposing gearing ratio (around 40%), ensuring better access to the capital the right location in the right format is a priority. markets. 4 KLÉPIERRE 2016 REGISTRATION DOCUMENT GROUP OVERVIEW Key figures 1 1.2 Key figures 1.2.1 Activity indicators VALUATION OF THE PROPERTY PORTFOLIO GEOGRAPHICAL BREAKDOWN OF THE SHOPPING CENTER (in millions of euros, total share, excluding duties) PROPERTY PORTFOLIO (in % of net rental income, total share) 01 France-Belgium: 36.8% 02 Italy: 18.0% 07 01 03 Scandinavia: 17.1% 22,127 22,817 06 04 Iberia: 9.3% 05 CEE and Turkey: 10.4% 06 The Netherlands: 4.3% 07 Germany: 4.0% 05 13,821 04 02 2014 2015 2016 03 KLÉPIERRE’S PROPERTY PORTFOLIO IS MADE UP OF 156 SHOPPING CENTERS IN 16 COUNTRIES OF CONTINENTAL EUROPE VALUED AT 22.8 BILLION EUROS(1) AS OF DECEMBER 31, 2016. KLÉPIERRE SHOPPING CENTERS WELCOMED 1.1 BILLION VISITORS IN 2016. 4,651 12,550 4,307,323 sq.m. Number of retailers Number of leases Floor area MIX MERCHANDIZING TOP 10 TENANTS (11.8% OF RENTS) (in % of rents) 01 Fashion: 47.9% 1 H&M 01 02 Culture/Gifts/Leisure: 15.5% 06 03 Food/Restaurants: 11.2% 2 Zara 04 Health/Beauty: 10.6% 05 Household goods: 9.5% 3 Media World 05 06 Services/Entertainment: 5.3% 4 Sephora 5 Celio 04 6 C&A 7 McDonald’s 8 Bershka 03 9 Fnac 10 Primark 02 (1) Valuation excluding duties, including retail assets.