Klépierre — Capital/Financing Update 2015

Oct 22, 2015

Final Terms dated 20 October 2015

KLEPIERRE

Issue of $\epsilon$ 150,000,000 2.125 per cent. Notes due 22 October 2025 issued under the $\epsilon$ 5,000,000,000 Euro Medium Term Note Programme of Klépierre

Issue Price: 99.92 per cent.

Series no.: 8 Tranche no.: 1

Dealer NATIXIS

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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 by 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.	(i)	Series Number:	8
	(ii)	Tranche Number:	1
3.		Specified Currency or Currencies:	Euro (" $\epsilon$ ")
4.		Aggregate Nominal Amount of Notes:
	(i)	Series:	€150,000,000
	(ii)	Tranche:	€150,000,000
5.		Issue Price:	99.92 per cent. of the Aggregate Nominal Amount
6.		Specified Denomination:	€100,000
7.	(i)	Issue Date:	22 October 2015
	(ii)	Interest Commencement Date:	Issue Date
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 of Interest or
		Redemption/Payment Basis:	Not Applicable
12.	Put/Call Options:		Make-Whole Redemption
			Residual Maturity Call Option Clean-up Call Option (further particulars specified below)
13.		Date of corporate authorisations for issuance of Notes:	Decisions of the Supervisory Board (Conseil de Surveillance) of the Issuer

Executive

dated 24 September 2015,

Board (Directoire) of the Issuer dated 19 October 2015 and Jean-Michel Gault, Member of the Executive Board (membre du Directoire) of the Issuer dated 20 October 2015 Non-syndicated

14. Method of distribution:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.		Fixed Rate Notes Provisions:	Applicable
	$\left( 1\right)$	Rate of Interest:	2.125 per cent. per payable annum 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 in Denomination
	(iv)	Broken Amount:	Not Applicable
	(v)	Day Count Fraction:	Actual/Actual-ICMA
	(v i )	Determination Date:	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:
		(a)	Minimum Redemption Amount:	€5,000 per Note of €100,000 Specified Denomination
		(b)	Maximum Redemption Amount:	€100,000 per Note of €100,000 Specified Denomination
20.	Residual Maturity Call Option:			Applicable
21.	Clean-up Call Option: Put Option:			Applicable
22.				Not Applicable
23.	Final Redemption Amount of each Note:			€100,000 per Note of €100,000 Specified Denomination, after taking into account

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any partial redemption pursuant to

paragraph 19(vii)

24. Early Redemption Amount:

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

$25.$ 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 $(iv)$ 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 Talons for future Coupons to be 27. 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 30. Consolidation provisions: Not Applicable 31. Masse (Condition 12): 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 Issue Date. 32. Any applicable currency disruption/fallback provisions: Not Applicable DISTRIBUTION 33. $(i)$ $\mathbf{If}% =\mathbf{1}{\mathbf{1}{\mathbf{1}}\cup\mathbf{1}{\mathbf{1}}\mathbf{1}{\mathbf{1}}}$ syndicated, names of Managers: Not Applicable $(ii)$ Stabilising Manager: Not Applicable

1. If non-syndicated, name of Dealer: Natixis

2. 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:

WUWU By: Guy de Villenaut Duly authorised

PART B-OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i)	Listing:	Euronext Paris
(ii)	Admission to trading: (a)	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.
	Regulated (b) 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:
		Not Applicable
(iii)	Estimate of total expenses related to

admission to trading (including $€10,625$ AMF fees):

RATINGS $2.$

Ratings:

The Notes to be issued are expected to be 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 (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.

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:

2.125 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:

Common Code:

FR0013030038

131064110

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:

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

Names and addresses of additional Paying Agent:

Not Applicable