Klépierre — Capital/Financing Update 2016

Feb 19, 2016

Final Terms dated 17 February 2016

KLEPIERRE

Issue of €500,000,000 1.875 per cent. Notes due 19 February 2026 (the "Notes")

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

Issue Price: 99.702 per cent.

Series no.: 9 Tranche no.: 1

BNP PARIBAS DEUTSCHE BANK AG HSBC ING NATIXIS BANCA IMI S.p.A BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BARCLAYS BANK PLC CM-CIC MARKET SOLUTIONS CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK THE ROYAL BANK OF SCOTLAND

Joint Bookrunners

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 (visa no. 15-181 from the AMF), 17 September 2015 (visa no. 15-492 from the AMF), 2 November 2015 (visa no. 15-553 from the AMF), 22 December 2015 (visa no. 15-640 from the AMF) and 10 February 2016 (visa no. 16-043 from the AMF) respectively (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:	9
	(ii) Tranche Number:	1
3.	Specified Currency or Currencies:	Euro (" $\varepsilon$ ")
$\overline{4}$ .	Aggregate Nominal Amount of Notes:
	(i) Series:	€500,000,000
	(ii) Tranche:	€500,000,000
5.	Issue Price:	99.702 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination:	€100,000
7.	(i) Issue Date:
	(ii) Interest Commencement Date:	19 February 2016 Issue Date
8.	Maturity Date:	19 February 2026
9.	Interest Basis:	1.875 per cent. per annum 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
13.	Date of corporate authorisations for issuance of Notes:	Residual Maturity Call Option Clean-up Call Option (further particulars specified below)
		Decisions of the Supervisory Board

GV

(Conseil de Surveillance) of the Issuer dated 24 September 2015, Executive 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 17 February 2016

$GV$

14. Method of distribution:

Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.		Fixed Rate Notes Provisions:	Applicable
	(i)	Rate of Interest:	1.875 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Dates:	19 February in each year up to and including the Maturity Date, commencing on 19 February 2017
	(iii)	Fixed Coupon Amount:	$E1,875$ per $E100,000$ in Specified Denomination
	(iv)	Broken Amount:	Not Applicable Actual/Actual-ICMA 19 February in each year
	(v)	Day Count Fraction: Determination Date:
	(v i )
	(vii)	Party responsible for calculating Interest Amounts (if not the Calculation Agent):
16.	Floating Rate Notes Provisions:		Not Applicable
			Not Applicable
17.		Zero Coupon Notes Provisions:	Not Applicable

PROVISIONS RELATING TO REDEMPTION

18.	Call Option:			Not Applicable
19.	Make-Whole Redemption:			Applicable $+0.25$ per cent. per annum Reference Dealer Quotation Not Applicable 0.50 per cent. Federal Government Bond of Bundesrepublik Deutschland due February 2026, with ISIN DE0001102390 As set out in the Conditions BNP Paribas Securities Services
	(i) Make-Whole Redemption Margin: (ii) Make-Whole Redemption Rate: (iii) Reference Screen Rate: (iv) Reference Security:
	(v) $(v_i)$ (vii)	Reference Dealers: Calculation Agent: 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. 21.	Residual Maturity Call Option: Clean-up Call Option:			Applicable Applicable

22.	Put Option:	Not Applicable
23.	Final Redemption Amount of each Note:	€100,000 per Note of €100,000 Specified Denomination, after taking into account 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
26.	Financial Centre or other special 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:
30.	Consolidation provisions:	Not Applicable Not Applicable
31.	Masse (Condition 12):	Contractual Masse shall apply.
32.	Any applicable currency	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
	disruption/fallback provisions:	Not Applicable

$\overline{4}$

$BV$

DISTRIBUTION

33.	(i)	If	syndicated, Managers:	names	of	BNP Paribas Deutsche Bank AG, London Branch HSBC Bank plc ING Bank NV, Belgian Branch NATIXIS Banca Imi S.p.A Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bank PLC Crédit Agricole Corporate and Investment Bank Crédit Industriel et Commercial S.A. The Royal Bank of Scotland plc
34. 35.	(ii)		Stabilising Manager: If non-syndicated, name of Dealer: U.S. selling restrictions:			BNP Paribas Not Applicable 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

/ Jeannach

PART B-OTHER INFORMATION

LISTING AND ADMISSION TO TRADING 1.

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

admitted to trading:

trading on Euronext Paris with effect from the Issue Date. (b) Regulated Markets $\alpha$ r equivalent markets on which, to the knowledge of the Issuer, securities of the same class of the Notes to be

Estimate of total expenses related to $(iii)$ admission to trading (including €11,450 AMF fees):

admitted to trading are already

2. RATINGS

Ratings:

Not Applicable

Euronext Paris

The Notes to be issued have been rated:

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to

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 European Securities and Markets the Authority on its website (www.esma.europa.eu) in accordance with CRA Regulation.

NOTIFICATION $3.$

Not Applicable

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{4}$ .

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.

5. YIELD

Indication of yield:

1.908 per cent. per annum of the Aggregate Nominal Amount

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

6

OPERATIONAL INFORMATION 6.

ISIN Code:

Common Code:

FR0013121753

136711563

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

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