Klépierre — Capital/Financing Update 2014

Nov 4, 2014

Final Terms dated 4 November 2014

KLEPIERRE

Issue of $\epsilon$ 500,000,000 1.75 per cent. Notes due 6 November 2024 issued under the $\epsilon$ 5,000,000,000 Euro Medium Term Note Programme of Klépierre

Issue Price: 99.221 per cent.

Series no.: 6

Tranche no.: 1

Joint Lead Managers

CRÉDIT AGRICOLE CIB

SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

THE ROYAL BANK OF SCOTLAND

BARCLAYS

BNP PARIBAS

J.P. MORGAN

NATIXIS

UBS INVESTMENT BANK

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the "Conditions") set forth in the base prospectus dated 25 April 2014 which received visa no. 14-161 from the Autorité des marchés financiers ("AMF") in France on 25 April 2014, as supplemented by the supplements to the base prospectus dated 4 September 2014 and 27 October 2014 which received, respectively, visa no. 14-480 from the AMF on 4 September 2014 and visa no. 14-573 from the AMF on 27 October 2014 (together, the "Base Prospectus") which together constitute a base prospectus for the purposes of the Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended (the "Prospectus Directive").

This document constitutes the final terms of the Notes (the "Final Terms") described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and these Final Terms are available for viewing (i) on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.klepierre.com), and (ii) during normal business hours, at the registered office of the Issuer and at the specified office of the Paying Agent where copies may be obtained.

1.	Issuer:		Klépierre
2.	(i)	Series Number:	6
	(ii)	Tranche Number:	1
3.	Specified Currency or Currencies:		Euro (" $\epsilon$ ")
4.		Aggregate Nominal Amount of Notes:
	(i)	Series:	€500,000,000
	(ii)	Tranche:	€500,000,000
5.	Issue Price:		99.221 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination:		€100,000
7.	(i)	Issue Date:	6 November 2014
	(ii)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		6 November 2024
9.	Interest Basis:		1.75 per cent. Fixed Rate
10.	Redemption/Payment Basis:		Redemption at par
11.	Basis:	Change of Interest or Redemption/Payment	Not Applicable
12.		Put/Call Options:	Issuer Call (further particulars specified below)
13.	Date	authorisations for corporate of issuance of Notes:	Decisions of the Supervisory Board (Conseil de the Issuer dated Surveillance) of 16 October 2014, Executive Board (Directoire) of the Issuer dated 27 October 2014 and Laurent Morel, Chairman of the Executive Board (Président du Directoire) of the Issuer dated 3 November 2014
14.		Method of distribution:	Syndicated
PROVISIONS RELATING TO INTEREST PAYABLE
15.		Fixed Rate Notes Provisions:	Applicable
	(i)	Rate of Interest:	1.75 per cent. per annum payable annually in arrear

6 November in each year Interest Payment Date: $€1.750$ per €100,000 Fixed Coupon Amount: Denomination Not Applicable Broken Amount:

$(ii)$

$(iii)$

$(iv)$

$\overline{2}$

Specified

in

	(v) (vi)	Day Count Fraction: Determination Dates:	Actual/Actual-ICMA 6 November in each year
	(vii)	calculating for responsible Party Interest Amounts (if not the Calculation	Not Applicable
		Agent):	Not Applicable
16.		Floating Rate Notes Provisions:
17.		Zero Coupon Notes Provisions:	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
18.		Call Option:	Applicable
	(i)	Optional Redemption Dates:	At any time on or after 6 August 2024 (three months prior to the Maturity Date)
	(ii)	Optional Redemption Amount of each Note:	€100,000
	(iii)	If redeemable in part:
		Minimum Redemption Amount: (a)	Not Applicable
		Maximum Redemption Amount: (b)	Not Applicable
19.	Put Option:		Not Applicable
20.		Final Redemption Amount of each Note:	€100,000 per Note of €100,000 Specified Denomination
21.		Early Redemption Amount:
	(Condition	Early Redemption Amount of each Note payable on redemption for taxation reasons for illegality or 7(e) (Condition 7(h)) or on event of default (Condition 10) or other early redemption:	$\epsilon$ 100,000 per Note of $\epsilon$ 100,000 Specified Denomination
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
22.	Form of Notes:		Dematerialised Notes
	(i)	Form of Dematerialised Notes:	Bearer form (au porteur)
	(ii)	Registration Agent:	Not Applicable
	(iii)	Temporary Global Certificate:	Not Applicable
23.	Financial Centre or other special provisions relating to payment dates for the purposes of Condition 8(g):		Not Applicable
24.	Talons for future Coupons to be attached to Definitive Materialised Notes (and dates on which such Talons mature):		Not Applicable
25.	Purchase in accordance with Article L.213-1 A and D.213-1 A of the French Code monétaire et financier:		Applicable
26.	Redenomination provisions:		Not Applicable
27.	Consolidation provisions:		Not Applicable

$GV$

28.	Masse (Condition 12):	Contractual Masse shall apply
		Name and address of the Representative: MASSQUOTE S.A.S.U. RCS 529 065 880 Nanterre. 33, rue Anna Jacquin 92100 Boulogne Billancourt France represented by its Chairman.
		address of the alternate Name and Representative: Gilbert Labachotte 8, boulevard Jourdan 75014 Paris France
29.		The Representative will receive a remuneration of $6450$ per year in respect of its function
	Any applicable currency disruption/fallback provisions:	Not Applicable
DISTRIBUTION
30.	If syndicated, names of Managers: (i)	Crédit Agricole Corporate and Investment Bank Société Générale The Royal Bank of Scotland plc Barclays Bank PLC BNP Paribas J.P. Morgan Securities plc Natixis UBS Limited
	Stabilising Manager: (ii)	The Royal Bank of Scotland plc
31.	If non-syndicated, name of Dealer:	Not Applicable
32.	U.S. selling restrictions:	Reg. S Compliance Category 2; TEFRA not Applicable

GENERAL

The aggregate principal amount of Notes issued has been translated into Euro at the rate of [ $\bullet$ ] per cent. producing a sum of:

$\overline{\phantom{a}}$

Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on Euronext Paris of the Notes described herein pursuant to the $65,000,000,000$ Euro Medium Term Note Programme of Klépierre.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Klépierre:

By: Mr. Guy de Villenaut

Duly authorised

JUNNIE

PART B-OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $\mathbf{1}$ .

$(i)$ Listing:

(a) Admission to trading: $(ii)$

• (b) Regulated Markets or equivalent markets on which, to the knowledge of the Issuer, securities of the same class of the Notes to be admitted to trading are already admitted to trading:
• Estimate of total expenses related to $(iii)$ admission to trading (including AMF fees):

RATINGS $\overline{2}$ .

Ratings:

Euronext Paris

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 6 November 2014.

Not Applicable

$€11,450$

The Notes to be issued have been rated:

Standard & Poor's Credit Market Services Europe Limited ("S&P"): A-, Negative CreditWatch

S&P is established in the European Union, registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation") and included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europa.eu) in accordance with CRA Regulation.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 3.

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

$\overline{4}$ . YIELD

Indication of yield:

1.836 per cent. per annum.

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5.

OPERATIONAL INFORMATION
ISIN Code:	FR0012283653
Common Code:	113273615
Depositaries:
Euroclear France to act as Central (a) Depositary:	Yes
Common Depositary for Euroclear (b) Bank and Clearstream Banking, société anonyme:	No
Any clearing system other than Euroclear Bank S.A./N.V. and Clearstream Banking, anonyme and the relevant société
identification number:	Not Applicable

Delivery:

A18830155

Delivery against payment

Names and addresses of initial Paying Agent:

BNP Paribas Securities Services (affiliated with Euroclear France under number 29106) Corporate Trust Services Les Grands Moulins de Pantin 9 rue du Débarcadère 93500 Pantin France

Names and addresses of additional Paying Agent (if any):

Not Applicable

÷,

$\tilde{\epsilon}$