Klépierre — Capital/Financing Update 2017

Feb 15, 2017

Final Terms dated 14 February 2017

KLEPIERRE

Issue of €500,000,000 1.375 per cent. Notes due 16 February 2027 (the "Notes")

issued under the €7,000,000,000 Euro Medium Term Note Programme of Klépierre

Issue Price: 99.861 per cent.

Series no.: 11

Tranche no.: 1

ABN AMRO BANK N.V. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BARCLAYS BANK PLC BNP PARIBAS CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK HSBC ING MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A. MIZUHO SECURITIES NATIXIS NATWEST MARKETS ODDO ET CIE SOCIÉTÉ GÉNÉRALE

as 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 6 April 2016 which received visa no. 16-122 from the Autorité des marchés financiers ("AMF") in France on 6 April 2016, as supplemented by the supplement n°1 to the base prospectus dated 1 st August 2016 which received visa no. 16- 371 from the AMF on 1 st August 2016, the supplement n°2 to the base prospectus dated 22 November 2016 which received visa no. 16-540 from the AMF on 22 November 2016 and the supplement n°3 to the base prospectus dated 7 February 2017 which received visa no. 17-053 from the AMF on 7 February 2017 (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:	11
	(ii) Tranche Number:	1
3.	Specified Currency or Currencies:	Euro ("€")
4.	Aggregate Nominal Amount of Notes:
	(i) Series:	€500,000,000
	(ii) Tranche:	€500,000,000
5.	Issue Price:	99.861 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination:	€100,000
7.	(i) Issue Date:	16 February 2017
	(ii) Interest Commencement Date:	Issue Date
8.	Maturity Date:	16 February 2027
9.	Interest Basis:	1.375 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 Residual Maturity Call Option Clean-up Call Option (further particulars specified below)

13.	Date of corporate authorisations for
	issuance of Notes:	Decisions of (i) the Supervisory Board (Conseil
		de Surveillance) of the Issuer dated 26 January
		2017, (ii) the Executive Board (Directoire) of
		the Issuer dated 6 February 2017 and (iii) Mr.
		Jean-Michel Gault, member of the Executive
		Board (membre du Directoire) of the Issuer
		dated 10 February 2017
14.	Method of distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.		Fixed Rate Notes Provisions:	Applicable
	(i)	Rate of Interest:	1.375 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Dates:	16 February in each year up to and including the Maturity Date, commencing on 16 February 2018
	(iii)	Fixed Coupon Amount:	€1,375 per Note of €100,000 in Specified Denomination
	(iv)	Broken Amount:	Not Applicable
	(v)	Day Count Fraction:	Actual/Actual-ICMA
	(vi)	Determination Dates:	16 February in each year
	(vii) Party responsible for calculating Interest Amounts (if not the
		Calculation Agent):	Not Applicable
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:	+0.15 per cent. per annum
	(ii)	Make-Whole Redemption Rate:	Reference Dealer Quotation
	(iii)	Reference Screen Rate:	Not Applicable
	(iv)	Reference Security:	0.25 per cent. Federal Government Bond of Bundesrepublik Deutschland due February 2027, with ISIN DE0001102416
	(v)	Reference Dealers:	As set out in the Conditions
	(vi)	Calculation Agent:	Société Générale Securities Services
	(vii)	If redeemable in part:
		Minimum Redemption (a) Amount:	€5,000 per Note of €100,000 Specified Denomination

(b)	Maximum Redemption
	Amount:	€100,000	per	Note	of €100,000	Specified

20. Residual Maturity Call Option: Applicable

• (i) Optional Redemption Dates: As from 16 November 2026
• (ii) Optional Redemption Amount of

21. Clean-up Call Option: Applicable

24. Early Redemption Amount:

Optional Redemption Amount of each

22. Put Option: Not Applicable

23. Final Redemption Amount of each Note: €100,000 per Note of €100,000 Specified

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 Denomination

each Note: Final Redemption Amount (as specified in paragraph 23 below)

Note: Final Redemption Amount (as specified in paragraph 23 below)

Denomination, subject to any partial redemption pursuant to paragraph 19(vii)

(Condition 10) or other early redemption: €100,000 per Note of €100,000 Specified Denomination, subject to any partial redemption pursuant to paragraph 19(vii)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25.		Form of Notes:	Dematerialised Notes
	(i) (ii)	Form of Dematerialised Notes: Registration Agent:	Bearer form (au porteur) 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 attached mature):	for future Coupons to be to Definitive Materialised Notes (and dates on which such Talons	Not Applicable
28.		Purchase in accordance with Article L.213-1 A and D.213-1 A of the French Monetary and Financial Code (Code monétaire et financier):	Applicable
29.		Redenomination provisions:	Not Applicable

30.	Consolidation provisions:	Not Applicable
-----	---------------------------	----------------

32. Any applicable currency

33. (i) If syndicated, names of

DISTRIBUTION

31. Masse (Condition 12): Contractual Masse shall apply.

The initial Representative shall be:

MASSQUOTE S.A.S.U. RCS 529 065 880 Nanterre 7bis rue de Neuilly F-92110 Clichy

Mailing address: 33, rue Anna Jacquin 92100 Boulogne Billancourt France Represented by its Chairman

Alternate Representative: Gilbert Labachotte 8 Boulevard Jourdan 75014 Paris

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

Managers: ABN AMRO Bank N.V. Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bank PLC BNP Paribas Crédit Agricole Corporate and Investment Bank HSBC Bank plc ING Bank N.V. Belgian Branch Mediobanca - Banca di Credito Finanziario S.p.A. Mizuho International plc Natixis NatWest Markets Oddo et Cie Société Générale

• (ii) Stabilising Manager: BNP Paribas
• 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 [] 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 7,000,000,000 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, Head of Financing and Treasury Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

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

rated:

AMF fees): €12,300

2. RATINGS

Ratings: The Notes to be issued are expected to be

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. NOTIFICATION

Not Applicable

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

Save for the fees payable to the managers and 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: 1.390 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.

6. OPERATIONAL INFORMATION

ISIN Code:	FR0013238045
Common Code:	156766518
Depositaries:
(a) Euroclear France to act as Central Depositary:	Yes
(b) Common Depositary for Euroclear Bank and Clearstream Banking, société anonyme:	No
Any clearing system other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number:	Not Applicable
Delivery:	Delivery against payment
Names and addresses of initial Paying Agent:	Société Générale Securities Services (affiliated with Euroclear France under number 042) CS 30812 32, rue du Champ de Tir 44308 Nantes Cedex 3 France
Names and addresses of additional Paying

Agent: Not Applicable