Klépierre — Capital/Financing Update 2015

Oct 22, 2015

Final Terms dated 22 October 2015

KLEPIERRE

Issue of €105,000,000 2.125 per cent. Notes due 22 October 2025 (the "Notes") to be assimilated (assimilées) and form a single series with the existing €150,000,000 2.125 per cent. Notes due 22 October 2025 issued on 22 October 2015 (the "Existing Notes")

issued under the €5,000,000,000 Euro Medium Term Note Programme of Klépierre

Issue Price: 99.901058 per cent. of the Aggregate Nominal Amount of the Tranche plus an amount of €24,385.25 corresponding to accrued interest for the period from, and including, 22 October 2015 to, but excluding, 26 October 2015

Series no.: 8

Tranche no.: 2

Joint Lead Managers HSBC UBS Limited

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 24 March 2015 which received visa no. 15-108 from the Autorité des marchés financiers ("AMF") in France on 24 March 2015, as supplemented $bv$ the supplements to the base prospectus dated 7 May 2015 and 17 September 2015 which received visa no. 15-181 from the AMF on 7 May 2015 and visa no. 15-492 from the AMF on 17 September 2015 (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 on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.klepierre.com), and 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.	Series Number: (i)	8
	Tranche Number: (ii)	$\overline{2}$
3.	Specified Currency or Currencies:	Euro (" $\epsilon$ ")
4.	Aggregate Nominal Amount of Notes:
	Series: (i)	€255,000,000
	(ii) Tranche:	€105,000,000
		The Notes will be assimilated (assimilées) and form a single series with the Existing Notes as from the date of assimilation which is expected to be on or about 40 days after the Issue Date (i.e. 5 December 2015) (the "Assimilation Date")
5.	Issue Price:	99.901058 per cent. of the Aggregate Nominal Amount of the Tranche plus an amount of $E24,385.25$ corresponding to accrued interest for the period from, and including, 22 October 2015 to. but excluding, 26 October 2015
6.	Specified Denomination:	€100,000
7.	Issue Date: (i)	26 October 2015
	(ii) Interest Commencement Date:	22 October 2015
8.	Maturity Date:	22 October 2025
9.	Interest Basis:	2.125 per cent. Fixed Rate (further particulars specified below)
10.	Redemption/Payment Basis:	Redemption at par

11.	Change Redemption/Payment Basis:	of	Interest	or	Not Applicable
12. 13.		Put/Call Options: Date of corporate authorisations for		Make-Whole Redemption Residual Maturity Call Option Clean-up Call Option (further particulars specified below)
	issuance of Notes:		Decisions of the Supervisory Board (Conseil de Surveillance) of the Issuer dated 24 September 2015, Executive Board ( Directoire ) of the Issuer 19 October 2015 and Jean-Michel dated Gault, Member of the Executive Board (membre du Directoire) of the Issuer dated 22 October 2015
14.	Method of distribution:				Syndicated

PROVISIONS RELATING TO INTEREST PAYABLE

15.	Fixed Rate Notes Provisions:		Applicable
	(i)	Rate of Interest:	2.125 per cent. per annum payable annually in arrear
	(i)	Interest Payment Date:	22 October in each year up to and including the Maturity Date, commencing on 22 October 2016
	(iii)	Fixed Coupon Amount:	$\epsilon$ 2,125 €100,000 per Specified 1n Denomination
	(iv)	Broken Amount:	Not Applicable
	(v) Day Count Fraction: (vi) Determination Date:		Actual/Actual-ICMA
			22 October in each year
16.	Floating Rate Notes Provisions:		Not Applicable
17.	Zero Coupon Notes Provisions:		Not Applicable

PROVISIONS RELATING TO REDEMPTION

18.	Call Option:		Not Applicable
19.	Make-Whole Redemption:		Applicable
	(i)	Make-Whole Redemption Margin:	$+0.25$ per cent. per annum
	(ii)	Make-Whole Redemption Rate:	Reference Dealer Quotation
	(iii)	Reference Screen Rate:	Not Applicable
	(iv)	Reference Security:	1.00 per cent. Federal Government Bond οf Bundesrepublik Deutschland due August 2025, with ISIN DE0001102382
	(v)	Reference Dealers:	As set out in the Conditions
	(vi)	Calculation Agent:	BNP Paribas Securities Services
	(vii)	If redeemable in part:

Minimum Redemption $(a)$ Amount:

$65,000$ per Note of $6100,000$ Specified
Denomination

(b)	Maximum Redemption
	Amount:

€100,000 per Note of €100,000 Specified Denomination

1. Residual Maturity Call Option:

Early Redemption Amount:

1. Clean-up Call Option:

Form of Notes:

$22.$ Put Option:

24.

25.

1. Final Redemption Amount of each Note: €100,000 per Note of €100,000 Specified Denomination, after taking into account partial redemption pursuant to any paragraph 19(vii)

Early Redemption Amount of each Note payable on redemption for taxation reasons (Condition) $7(e)$ or for illegality (Condition 7(h)) or on event of default (Condition 10) or other early redemption:

€100,000 per Note of €100,000 Specified Denomination, after taking into account any partial redemption pursuant to paragraph 19(vii)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

$(i)$ Form of Dematerialised Notes: Registration Agent: $(ii)$ Not Applicable $(iii)$ Temporary Global Certificate: Not Applicable $(iv)$ Option to request identification information of the Noteholders (Condition $1(c)(iv)$ ): Applicable Financial Centre or other special 26. provisions relating to payment dates for the purposes of Condition 8(g): Not Applicable $27.$ Talons for future Coupons to be attached to Definitive Materialised Notes (and dates on which such Talons mature): Not Applicable 28. Purchase in accordance with Article L.213-1 A and D.213-1 A of the French Code monétaire et financier: Applicable 29. Redenomination provisions: Not Applicable

1. Consolidation provisions:

2. Masse (Condition 12): Dematerialised Notes

Applicable

Applicable

Not Applicable

Bearer form (au porteur)

Not Applicable

Contractual Masse shall apply.

The Representative will receive a remuneration of €500 (VAT excluded) per year in respect of its function, payable on each Interest Payment Date (excluding the Maturity Date), with a first payment on the

$\overline{4}$

32.	Any applicable currency disruption/fallback provisions:		Issue Date Not Applicable
	DISTRIBUTION
33.	(i)	If syndicated, οf names Managers:	HSBC Bank plc UBS Limited
	(ii)	Stabilising Manager:	Not Applicable
34.	If non-syndicated, name of Dealer:		Not Applicable
35.	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 $[0]$ per cent. producing a sum of: 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 Euro 5,000,000,000 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: Guy de Villenaut

Duly authorised

$-100000$

PART B-OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $1.$

• $(i)$ Listing:
• $(ii)$ (a) Admission to trading:

(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:

(iii) Estimate of total expenses related to admission to trading (including $€10,625$ AMF fees):

RATINGS $2.$

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 the Issue Date.

The Existing Notes are already admitted to trading on Euronext Paris.

The Notes to be issued have been rated:

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

S&P is established in the European Union, registered under Regulation (EC) No 1060/2009, as amended "CRA (the 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.

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

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:

2.136 per cent. per annum of the Aggregate Nominal Amount of the Tranche.

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

OPERATIONAL INFORMATION 5.

ISIN Code:

FR0013030160 until the Assimilation Date and thereafter FR0013030038

Common Code:

Depositaries:

(a) Euroclear France to act as Central Depositary:

(b) Common Depositary for Euroclear Bank and Clearstream Banking, société anonyme:

Any clearing system other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number:

Delivery:

Names and addresses of initial Paying Agent:

Names and addresses of additional Paying Agent:

131095627 until the Assimilation Date and thereafter 131064110

Yes

No

Not Applicable

Delivery against payment

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

Not Applicable