Klépierre — Capital/Financing Update 2017

Dec 7, 2017

Final Terms dated 7 December 2017

KLEPIERRE

Issue of €500,000,000 1.625 per cent. Notes due 13 December 2032 (the "Notes")

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

Issue Price: 99.001 per cent.

Series no.: 12

Tranche no.: 1

ABN AMRO BANK N.V. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BANCO DE SABADELL, S.A. BARCLAYS BANK PLC BNP PARIBAS CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK DEUTSCHE BANK HSBC ING MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A. MIZUHO SECURITIES NATWEST MARKETS

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 7 April 2017 which received visa no. 17-148 from the Autorité des marchés financiers ("AMF") in France on 7 April 2017, as supplemented by the first supplement to the base prospectus dated 7 June 2017 which received visa no. 17-261 from the AMF on 7 June 2017, the second supplement to the base prospectus dated 14 September 2017 which received visa no. 17-486 from the AMF on 14 September 2017 and the third supplement to the base prospectus dated 9 November 2017 which received visa no. 17-580 from the AMF on 9 November 2017 (together, the "Base Prospectus") which together constitute a base prospectus for the purposes of the Directive 2003/71/EC, 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:		12
	(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:		99.001 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination:		€100,000
7.	(i)	Issue Date:	11 December 2017
	(ii)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		13 December 2032
9.	Interest Basis:		1.625 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 20 July 2017, (ii) the Executive Board (Directoire) of the Issuer dated 27 November 2017 and (iii) Mr. Jean-Michel Gault, member of the Executive Board (membre du Directoire) of the Issuer dated 27 November 2017

14. Method of distribution: Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.		Fixed Rate Notes Provisions:	Applicable
	(i)	Rate of Interest:	1.625 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Dates:	13 December in each year commencing on 13 December 2018 up to and including the Maturity Date
	(iii)	Fixed Coupon Amount:	€1,625 per Note of €100,000 in Specified Denomination, except for the First Long Coupon (as specified in paragraph (iv) below)
	(iv)	Broken Amount:	€1,633.904 for €100,000 in Specified Denomination in respect of the first Interest Period, from and including the Interest Commencement Date up to but excluding 13 December 2018 (the "First Long Coupon") and only payable on the first Interest Payment Date
	(v)	Day Count Fraction:	Actual/Actual-ICMA
	(vi)	Determination Dates	13 December 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.	Inverse Floating Rate Notes Provisions:		Not Applicable
18.	Fixed/Floating Rate Notes Provisions:		Not Applicable
19.	Zero Coupon Notes Provisions:		Not Applicable

PROVISIONS RELATING TO REDEMPTION

20.	Call Option:	Not Applicable
21.	Make-Whole Redemption:	Applicable

	Make-Whole Redemption Margin: (i)			+0.20 per cent. per annum
	Make-Whole Redemption Rate: (ii)			Reference Dealer Quotation
	Reference Screen Rate: (iii) Reference Security: (iv)			Not Applicable
				0.50 per cent. Federal Government Bond of Bundesrepublik Deutschland due August 2027, with ISIN DE0001102424
	(v)	Reference Dealers:		As set out in the Conditions
	Calculation Agent: (vi)			Société Générale 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
22.			Residual Maturity Call Option:	Applicable
	(i)		Optional Redemption Dates:	As from 13 September 2032
	(ii)	Optional each Note:	Redemption Amount of	Final Redemption Amount (as specified in paragraph 25 below)
23.	Clean-up Call Option:			Applicable
	(i)	each Note:	Optional Redemption Amount of	Final Redemption Amount (as specified in paragraph 25 below)
24.	Put Option:			Not Applicable
25.	Final Redemption Amount of each Note:			€100,000 per Note of €100,000 Specified Denomination, subject to any partial redemption pursuant to paragraph 21(vii)
26.	Early Redemption Amount:
	Early Redemption Amount of each Note payable on redemption for taxation reasons (Condition 6(e)) or for illegality (Condition 6(h)) or on event of default

(Condition 9) or other early redemption: €100,000 per Note of €100,000 Specified Denomination, subject to any partial redemption pursuant to paragraph 21(vii)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27.	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
28.	Financial Centre or other special provisions relating to payment dates for
			Not Applicable

the purposes of Condition 7(g):

29.	Talons for future Coupons to be attached to Definitive Materialised Notes (and dates on which such Talons mature):	Not Applicable
30.	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
31.	Redenomination provisions:	Not Applicable
32.	Consolidation provisions:	Not Applicable
33.	Masse (Condition 11):	Contractual Masse shall apply.
		Name and address of the Representative: 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
		Name and address of the 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
34.	Any applicable currency disruption/fallback provisions:	Not Applicable
DISTRIBUTION

35. (i) If syndicated, names of Managers: ABN AMRO Bank N.V.

Banco Bilbao Vizcaya Argentaria, S.A. Banco de Sabadell, S.A. Barclays Bank PLC BNP Paribas Crédit Agricole Corporate and Investment Bank Deutsche Bank AG, London Branch HSBC Bank plc

		ING Bank N.V. Belgian Branch
		Mediobanca - Banca di Credito Finanziario S.p.A. Mizuho International plc
		The Royal Bank of Scotland plc (trading as NatWest Markets)
	(ii) Stabilising Manager:	BNP Paribas
36.	If non-syndicated, name of Dealer:	Not Applicable
37.	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

(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: Not Applicable

(iii) Estimate of total expenses related to admission to trading (including AMF fees): €15,300

2. RATINGS

(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.

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. 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: 1.701 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

ISIN Code:	FR0013300605
Common Code:	173210183
Depositaries:
(a) Euroclear France to act as Central Depositary:	Yes
(b) Common Depositary for Euroclear Bank and Clearstream Banking, S.A.:	No
Any clearing system other than Euroclear Bank S.A./N.V. and Clearstream Banking, S.A. and the relevant identification number:	Not Applicable
Delivery:	Delivery against payment
Names and addresses of initial Paying Agent:	Société Générale 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

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