Klépierre — Capital/Financing Update 2015

Apr 15, 2015

Final Terms dated 15 April 2015

KLEPIERRE

Issue of €750,000,000 1.00 per cent. Notes due 17 April 2023
issued under the €5,000,000,000 Euro Medium Term Note Programme of Klépierre

Issue Price: 99.352 per cent.

Series no.: 7

Tranche no.: 1

Joint Lead Managers and Joint Bookrunners

BANCA IMI

BARCLAYS

BNP PARIBAS

BOFA MERRILL LYNCH

CM-CIC

CRÉDIT AGRICOLE CIB

HSBC

ING

MORGAN STANLEY

NATIXIS

THE ROYAL BANK OF SCOTLAND

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 (the "Base Prospectus") which constitutes 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
$\mathbf{2}$	(i)	Series Number:	7
	(ii)	Tranche Number:	1
3		Specified Currency:	Euro (" $\varepsilon$ ")
4		Aggregate Nominal Amount of Notes:
	(i)	Series:	€750,000,000
	(ii)	Tranche:	€750,000,000
5	Issue Price:		99.352 per cent. of the Aggregate Nominal Amount
6		Specified Denomination:	€100,000
7	(i)	Issue Date:	17 April 2015
	(ii)	Interest Commencement Date:	Issue Date
8		Maturity Date:	17 April 2023
9	Interest Basis:		1.00 per cent. Fixed Rate
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
13			(further particulars specified below)
	Notes:	Dates of corporate authorisations for issuance of
			Decisions of the Supervisory Board (Conseil de Surveillance) of the Issuer dated 23 March 2015, Executive Board (Directoire) of the Issuer dated 23 March 2015 and Jean-Michel Gault, Member of the Executive Board (membre du Directoire) of the Issuer dated 8 April 2015
14		Method of distribution:	Syndicated

A19725283

J.

$T^{\alpha}$ in $T^{\alpha}$ COECT DAVA $\overline{a}$

			PROVISIONS RELATING TO INTEREST PAYABLE
15			Fixed Rate Notes Provisions:	Applicable
	(i)		Rate of Interest:	1.00 per cent. per annum payable annually in arrear
	(ii)		Interest Payment Dates:	17 April in each year up to and including the Maturity Date, commencing on 17 April 2016
	(iii)		Fixed Coupon Amount:	€1,000 €100,000 per in Specified Denomination
	(iv)		Broken Amount:	Not Applicable
	(v)		Day Count Fraction:	Actual/Actual-ICMA
	(vi)		Determination Dates:	17 April 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:	+0.16 per cent. per annum
	(ii)	Make-Whole Redemption Rate:		Reference Dealer Quotation
	(iii)		Reference Screen Rate:	Not Applicable
	(iv)		Reference Security:	1.50 per cent. Federal Government Bond Bundesrepublik of Deutschland due February 2023, with ISIN DE0001102309
	(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:	Applicable
22		Put Option:		Not Applicable
23			Final Redemption Amount of each Note:	€100,000 per Note of €100,000 Specified Denomination, subject 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, subject to paragraph 19(vii)
GENERAL PROVISIONS APPLICABLE TO THE NOTES Form of Notes:
25				Dematerialised Notes
	(i)		Form of Dematerialised Notes:	Bearer form (au porteur)

$(ii)$ Registration Agent:

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Not Applicable

$6v$

	(iii)	Temporary Global Certificate:	Not Applicable
	(iv)	Option to request identification information of the Noteholders (Condition 1(c)(iv)):	Applicable
26		Financial Centre or other special provisions relating to payment dates for the purposes of Condition 8(g):
			Not Applicable
27	mature):	Talons for future Coupons to be attached to Definitive Materialised Notes (and dates on which such Talons
28		Purchase in accordance with Article L.213-1 A and	Not Applicable
		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 Name and address of the Representative: MASSQUOTE S.A.S.U. RCS 529 065 880 Nanterre. 7bis, rue de Neuilly 92110 Clichy France Mailing address: 33, rue Anna Jacquin 92100 Boulogne Billancourt France represented by its Chairman. Name and address of the alternate Representative: Gilbert Labachotte 8, boulevard Jourdan 75014 Paris France 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	provisions:	Any applicable currency disruption/fallback	Not Applicable
	DISTRIBUTION
33	(i)	If syndicated, names of Managers:	Banca IMI S.p.A. Barclays Bank PLC BNP Paribas CM-CIC Securities Crédit Agricole Corporate and Investment Bank HSBC Bank plc ING Bank NV, Belgian Branch Merrill Lynch International Morgan Stanley & Co. International plc Natixis The Royal Bank of Scotland plc

$GV$

• $(ii)$ Stabilising Manager:
• If non-syndicated, name of Dealer: 34
• U.S. selling restrictions: 35

GENERAL

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

Not Applicable

BNP Paribas

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 €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

Not Applicable Reg. S Compliance Category 2; TEFRA not applicable

PART B - OTHER INFORMATION

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

Euronext Paris $(i)$ Listing: Application has been made by the Issuer (or $(ii)$ $(a)$ Admission to trading: on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 17 April 2015. $(b)$ 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 Not Applicable already admitted to trading: $(iii)$ Estimate of total expenses related €10,800 to admission to trading (including AMF fees):

$2.$ RATING

Rating:

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.

1. YIELD

Indication of vield:

1.085 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 vield.

5. OPERATIONAL INFORMATION

ISIN Code: FR0012674661 Common Code: 121883104 Depositaries:

$(a)$ Euroclear France to act as Central Depositary:

Yes

A19725283

(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:

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

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

Not Applicable

93500 Pantin France

Not Applicable

No

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