INFORMATION ON THE 2020 ANNUAL GENERAL MEETING

DATE AND LOCATION

Klépierre’s Annual General Meeting is being held at 3 p.m. Paris time on Thursday, April 30, 2020.

In view of the exceptional context of the Covid-19 epidemic, the recently-adopted legislative measures as well as those taken by the French government to stem the spread of the virus, Klépierre’s Executive Board has decided to review the customary arrangements for this event.

As an exceptional measure, the Annual General Meeting will now take place behind closed doors at the Company’s registered office (26 boulevard des Capucines, 75009 Paris, France) without shareholders and other eligible participants being physically present.

Klépierre’s Annual General Meeting of April 30, 2020 will not include discussions and it will not be possible to amend existing resolutions or propose additional resolutions during the Meeting. The Meeting will be webcast live and in full on Klépierre’s corporate website. Participants may also attend a live call, dependending on their login area :

 

VOTING INSTRUCTIONS

The shareholders may choose between several options to vote at the General Meeting held behind closed doors, according to the instructions specified in the notice of meeting (in French):

  • give proxy, by post or online; or
  • vote by post or online.

The paper voting form to vote or to give proxy by post must be received by Société Générale’s Service des Assemblées (see address below) or by Klépierre no later than Sunday, April 26, 2020. It must be duly completed and signed and, for bearer shares, be accompanied by the share ownership certificate.

For holders of registered shares, the secure Votaccess platform allowing shareholders to cast votes or give proxy will be open from 9:00 a.m. Paris time on Friday, April 10, 2020, until 3:00 p.m. Paris time on Wednesday, April 29, 2020.

Holders of bearer shares, should log on their authorized intermediary’s web portal using their standard login details.

Proxy votes

The representative submits his instructions, to apply to the representation mandate he received, by scanned proxy form at Société Générale, by e-mail at the following e-mail address: assemblees.generales@sgss.socgen.comThe proxy form must indicate the following information: last name, first name and representative address, the mention “As representative”, and must be dated and signed. Voting indications must be filled in the “I vote by post” section of the proxy form. A copy of the identity card and, when necessary, a power of attorney given from the legal entity he represents, must be included. To be processed, the e-mail must be received by Société Générale, four days before the General Meeting date at the latest. In addition, for his own voting rights, the representative sends his instruction by usual way.

WRITTEN QUESTIONS

Shareholders may also submit written questions prior to the Annual General Meeting by e-mail to the following address: assemblee.generale@klepierre.com. Questions must be accompanied by a certificate evidencing the registration of their shares either in registered share accounts or in bearer share accounts kept by the authorized intermediary.

Any further information can be obtained from :

Société Générale Securities Services
Service Assemblées Générales (SGSS/SBO/CIS/ISS/GMS)
32 rue du Champ de Tir – CS 30812
44308 NANTES Cedex 3 – France

We will continue to keep you informed as we go along and invite you to regularly consult this page for the latest information.

Date Document
30/04/2020 Presentation Annual General Meeting
30/04/2020 General Quorum
30/04/2020 Outcome of the votes on resolutions
30/04/2020 2020 compensation policy and outcome of the votes
30/04/2020 Bylaws amended by the Shareholders’ General Meeting on April 30, 2020
30/04/2020 Permanent information relating to the compensation of the members of Klépierre’s Executive Board and commitments entered into for their benefit
08/04/2020 Information on the 2020 Annual General Meeting and related documentation
08/04/2020 Notice of Meeting published in the BALO (French version only)
07/04/2020 Number of voting rights as of March 20, 2020
25/03/2020 Notice of Meeting – General Meeting of April 30, 2020
25/03/2020 Voting form
20/03/2020 Preliminary notice of meeting / Balo (French version only)
13/03/2020 2019 Universal Registration Document
13/03/2020 Klépierre 2019 non-financial data
13/03/2020 Report of the Executive Board to the Ordinary and Extraordinary General Meeting
13/03/2020 Delegations and authorizations granted to the Klépierre Executive Board
06/03/2020 Statutory auditors’ special report on regulated agreements with third parties
06/03/2020 Statutory auditors’ report on the 18th resolution

VOTING OPTIONS FOR THE ANNUAL GENERAL MEETING



* Votacess platform will be open from 9:00 a.m. Paris time on Friday, April 10, 2020, until 3:00 p.m. Paris time on Wednesday, April 29, 2020.

 

SHAREHOLDERS’ QUESTIONS

Question n°1

« How much did the reservation cost for the Pavillon Cambon for this General Meeting? Klépierre values the relationship with individual shareholders – Will the company consider to plan a physical meeting with individual shareholders by the end of the year? »

As soon as official releases relating to the organization of General meetings behind closed doors were published, Klépierre informed the Pavillon Cambon of the new arrangement of this event and its intention to cancel the reservation for 30 April 2020.

Considering the exceptional circumstances, the Pavillon Cambon accepted the complete cancellation of the reservation and agreed to reimburse the full deposit paid by the company. Consequently, the reservation of the initial venue for the General Meeting will not incur any expenses.

Klépierre has always maintained a trustworthy relationship and a constant dialogue with its individual shareholders. The company therefore regrets not being able to meet them this year at the Annual General Meeting. In the current context, it would be premature to schedule a new meeting. To all intents and purposes, the Group’s Investor Relations department remains available to answer their questions.

Question n°2

« In the case of a shareholder who has sold his Klépierre shares after the payment of the interim dividend, how is this interim dividend treated for tax purposes? What if a shareholder buys Klépierre shares today, will he/she only receive the July final dividend? The purpose of this question – from a more technical perspective – is to understand whether there is a tax hierarchy regarding the tax-exempt SIIC activity, taxable non-SIIC activity, and the equity repayment? »

The distribution of €2.20 per share consists in:

  1. Interim dividend of €1.10 per share paid on March 11, 2020 corresponds to:

1.a. €0.7592 per share stemming from Klépierre SAS tax-exempt SIIC activities;

1.b. €0.3408 per share stemming from Klépierre SAS taxable non-SIIC activities.

  1. The balance of €1.10 per share to be paid on July 9, 2020 corresponds to:

2.a. €0.2519 per share stemming from Klépierre SAS taxable non-SIIC activities;

2.b. €0.8481 per share related to capital contribution repayment.

This structure is guided by the following two principles:

  1. The equity repayment (referred to 2.b.) is made after distribution of the entire distributable profit (1.a. and b. and 2.a.) in order to preserve the tax neutrality linked to the equity repayment (otherwise, the equity repayment would be taxed as a dividend distribution equal to the undistributed profits).
  2. For dividend payment, the distribution priority is earnings generated from the tax-exempt SIIC activities, in order to meet the legal distribution obligations linked to the SIIC regime.

This breakdown and this structure of dividend payment are communicated by Klépierre to the paying institution.

If necessary, any shareholder who has carried out purchase or sale transactions of Klépierre shares and who has questions regarding the dividend fiscal treatments is invited to contact his/her tax advisors.

April 7 2020

See also
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