Klepierre Sa · EURONEXT:LI
Klepierre Sa — Shareholder Meeting (May 2026)
73 slides from Klepierre Sa's shareholder meeting presentation, May 7, 2026
Slide 1: 2026 Combined general meeting of shareholders
May 7, 2026 2026 Combined general meeting of shareholders
Slide 2: Disclaimer
Disclaimer This document was prepared by Klépierre S.A. (the “Company”) solely for use at the presentation made during the General Meeting of its shareholders scheduled for May 7, 2026. This document is not to be reproduced or distributed, in whole or in part, by any person other than the Company. T
Slide 3: Agenda
Agenda 1. Constitution of the Meeting Bureau 2. 2025 management report and first-quarter 2026 trading update 3. Statutory auditors’ reports 4. CSR strategy and performance 5. Corporate governance and say-on-pay 6. Questions & answers 7. Presentation of the resolutions and vote 3
Slide 4: Constitution of the Meeting Bureau
1 Constitution of the Meeting Bureau 4
Slide 5: Constitution of the Meeting Bureau
Constitution of the Meeting Bureau Chairman of the Meeting Bureau Meeting Documents Stanley Shashoua All documents relating to this General Meeting have Chairman of the Supervisory Board been tabled at the Meeting and have been made available to the shareholders and on the Company’s First scrutineer
Slide 6: 2025 management report and first-quarter 2026 trading update
2 2025 management report and first-quarter 2026 trading update 6
Slide 7: Table of contents
2025: another year of robust Table of contents 01 performance 02 Sustained positive momentum in Q1 2026 03 Distribution & outlook 7
Slide 8: 2025: another year of robust performance
2025: another year of robust performance 8
Slide 9: Continued market share gains fueled by strong retailer sales outperformance
Continued market share gains fueled by strong retailer sales outperformance Retailer sales 2025 like-for-like change +3.4% Strong outperformance, with retailer sales growth doubling national sales indices(1) 9 (1) Comparison as of end November 2025. Weighted average of latest national retail sales i
Slide 10: Our results beat guidance
Our results beat guidance €2.72 +5% upNet Current CashNCCF/share vs. 2024 Flow per share shar and above initial guidance of €2.60-2.65 +5.5% vs. 2024 EBITDA(1) 87.3% EBITDA margin (+50 bps over 12 months) +5.1% vs. 2024 Net Rental Income +4.5% on a like-for-like basis 10 (1) EBITDA on a total share
Slide 11: Operating KPIs: further improvement
Operating KPIs: further improvement Rental uplift Occupancy rate On renewals and relettings Reaching 97.1% Mall Income Occupancy cost ratio Growth year-on-year Improvement to 12.5% 11
Slide 12: Portfolio and NAV up again in 2025
Portfolio and NAV up again in 2025 NAV(1) per share € 35.9 Like-for-like portfolio € 32.8 valuation over 12/31/2024 12/31/2025 the year portfolio value as of Dec-25 +19% over the last two years 12 (1) EPRA NTA
Slide 13: Our latest acquisition
Our latest acquisition €160 million acquisition finalized end of 2025 Located in 7.5M Bari, Italy yearly footfall Metropolitan area of Very high 1.4 million inhabitants sales density 13
Slide 14: We will make of Casamassima a leading mall in Southern Europe
We will make of Casamassima a leading mall in Southern Europe Retail venue matching brands’ expectations International category killers endorsing the mall Actions fueling operating improvements and rental growth Retenanting, rental uplift due to low OCRs and mall income roll-out High single digit ca
Slide 15: Ample resources to pursue selective external growth
Ample resources to pursue selective external growth Historically low net debt to EBITDA to navigate through all cycles 7.4x 7.1x 12/31/2023 12/31/2024 12/31/2025 Credit rating upgrade by both S&P and Fitch to execute accretive (Senior unsecured) investments Rating raised Rating raised on February 24
Slide 16: Sustained positive momentum in Q1 2026
02 Sustained positive momentum in Q1 2026 16
Slide 17: Further growth in Q1 2026
Further growth in Q1 2026 The Group delivered continued year-on-year growth in Q1 2026. With steady consumption patterns and sustained leasing momentum, the Group’s fundamentals remain well anchored, amid a volatile macroeconomic environment. 17
Slide 18: First quarter operating highlights
First quarter operating highlights +2.7%(1) EBITDA +4.4%(4) Retailer sales +2.8% (2) Reported net rental income growth 96.9% Occupancy rate +40 bps year-on-year +4.9%(3) +1.6% Rental uplift Footfall on renewals and relettings (1) EBITDA on a total share basis, including the attributable portion of e
Slide 19: Rock-solid balance sheet
Rock-solid balance sheet COST OF DEBT KEY CREDIT METRICS 1.9% Average cost of €7.5bn Net debt debt KEY credit metrics 100% Hedging rate 6.8x Net Debt to EBITDA 19
Slide 20: Distribution & outlook
03 Distribution & outlook 20
Slide 21: We propose a €1.90 dividend per share
We propose a €1.90 dividend per share The proposed distribution PROPOSED DISTRIBUTION OF PAY-OUT RATIO OF is composed of: €1.90 up 3% year-on-year €1.03 The proposed distribution is a payment in two equal installments: €0.87 • €0.95 per share paid on March 10, 2026 • €0.95 per share to be paid on Ju
Slide 22: 2026 Guidance
2026 Guidance The positive first quarter performance confirms the solid momentum observed in 2025. Supported by a portfolio of leading destination shopping centers, unrivalled expertise on the ground and no refinancing requirements in 2026, the Group confidently reiterates its 2026 guidance while mo
Slide 23: Statutory auditors’ reports
3 Statutory auditors’ reports 23
Slide 24: Preamble
Preamble 3 reports issued for the purpose of this General Meeting Audit of the annual financial statements 1st résolution Audit of the consolidated financial statements 2nd résolution Regulated agreements 4th résolution 24
Slide 25: Statutory auditors’ report on the company financial statements
Statutory auditors’ report on the company financial statements 1st resolution Opinion Unqualified opinion on the financial statements Emphasis of Matter First application of ANC Regulation No. 2022-06 Justification of assessments — Key audit matters Impairment of equity investments Specific verifica
Slide 26: Statutory auditors’ report on the company consolidated financial statements
Statutory auditors’ report on the company consolidated financial statements 2nd resolution Opinion Unqualified opinion on the consolidated financial statements Justification of assessments — Key audit matters Measurement of fair value of investment properties Specific verifications No matters to rep
Slide 27: Statutory auditors’ report on related-party agreements
Statutory auditors’ report on related-party agreements 4th resolution New agreements submitted for approval to the Annual General Meeting None for 2025 Agreements previously approved by the Annual General Meeting One loan agreement with Nordica Holdco AB, 56.10% indirectly held by Klépierre 27
Slide 28: Conclusions of our assurance report on sustainability information
Conclusions of our assurance report on sustainability information Three distinct conclusions 1- Compliance with ESRS standards with respect to the double materiality assessment We did not identify any material misstatement, omission or inconsistency regarding the compliance of the process implemente
Slide 29: CSR strategy and performance
4 CSR strategy and performance 29
Slide 30: Four commitments to build the most sustainable platform for commerce by 2030
Four commitments to build the most sustainable platform for commerce by 2030 ACHIEVING SERVICING GROWING PROMOTING NET ZERO COMMUNITIES TALENTS SUSTAINABLE LIFESTYLES 30
Slide 31: Notable achievements testifying to our long-standing efforts
Notable achievements testifying to our long-standing efforts The Group’s 2025 key ESG performance indicators 43% 87% 100% Reduction in the energy Reduction in greenhouse Waste diverted intensity of our portfolio gases emissions (GHG) from landfill including 53% (vs. 2013, and 0.4% vs. 2024) Scopes 1
Slide 32: Scopes 1 & 2 emissions intensity has been reduced by 6% vs. 2024
Scopes 1 & 2 emissions intensity has been reduced by 6% vs. 2024 2.8 kgCO2e/sq.m. −6% vs. 2024 Klépierre’s scopes 1 & 2 emissions intensity (market-based) have decreased by 6% compared to 2024. This can be attributed to: - reduction in energy consumption (heating, cooling), - increase of the use of
Slide 33: A recognized global leadership in sustainability
A recognized global leadership in sustainability LEADER A LIST CAC SBT 1.5 INDEX AA RATING ISS • 1st Worldwide Retail • Klépierre is, once again, • Klépierre is included in • Klépierre maintains its • Klépierre obtained a B Listed one of the few businesses this Euronext Paris ESG AA rating, within t
Slide 34: Corporate governance and say-on-pay
5 Corporate governance and say-on-pay 34
Slide 35: Corporate governance
5.1 Corporate governance 35
Slide 36: Supervisory Board
Supervisory Board Following the General Meeting held on May 7, 2026(1) 9 Members 59 Average age 67% Independent members 44% Women 36 (1) Subject to approval by the Annual General Meeting of the 5th, 6th, 7th, 8th and 21st resolutions. Independent member
Slide 37: New composition of the specialized committees
New composition of the specialized committees Following the General Meeting held on May 7, 2026 Nomination Sustainable Investment Audit and Development Committee Committee Compensation Committee Committee Stanley Shashoua (Chair) Ludovic Jacquot (Chair, ind.) Anne Carron (Chair, ind.) Robert Fowlds
Slide 38: Say on pay
5.2 Say on pay 38
Slide 39: The vote of the shareholders is requested for:
The vote of the shareholders is requested for: Approving the compensation paid to the corporate officers in 2025 as per compensation policy approved by the previous General Meeting for: • the Chairman of the Supervisory Board, the Chairman of the Executive Board and the members of the Executive Boar
Slide 40: Say on pay ex post – Supervisory Board
Say on pay ex post – Supervisory Board 2025 Supervisory Board compensation compliant with the Approved Policy Supervisory Board Committees Members Chairmanship Attendance- Attendance- Total Fixed based based compensation compensation compensation David Simon 44,000 12,000 20,364 10,667 87,030 John C
Slide 41: Say on pay ex post – Executive Board
Say on pay ex post – Executive Board 2025 Executive Board compensation compliant with the Approved Policy Jean-Marc Stéphane Compensation items Jestin Tortajada (1) Base salary €890,476 €562,857 (2) 2025 short-term incentive to be paid in 2026 Financial part 120% 120% Non-financial part 30% 30% Tota
Slide 42: 2025 executive board compensation based on Company performance
The 2025 compensation of the executive board members is predominantly based on the Company’s overall performance Jean-Marc Jestin Stéphane Tortajada Chairman of the Executive Board Member of the Executive Board 74% 21% 73% 21% of the total of the variable of the total of the variable compensation is
Slide 43: Say on pay ex ante – Supervisory Board
Say on pay ex ante – Supervisory Board Renewal without amendment of the 2026 Supervisory Board Compensation Policy Offices Compensation Total Chair (Board and Fixed portion: €22,000 per office Committee) €132,000 Variable portion: N/A or Vice-Chair Fixed portion: €12,000 per Board member €108,000 Su
Slide 44: Say on pay ex ante – Executive Board
Say on pay ex ante – Executive Board Renewal without amendment of the Structure of the 2026 Executive Board Compensation Policy Chairman of the Executive Compensation items Member of the Executive Board Board (1) Base salary (BS) €950,000 €620,000 (2) Short-term incentive (STI)(a) Target (in % of BS
Slide 45: Questions & answers
6 Questions & answers 45
Slide 46: Presentation of the resolutions and vote
7 Presentation of the resolutions and vote 46
Slide 47: Summary agenda
7.1 Summary agenda 47
Slide 48: Summary of the 2026 General Meeting agenda
Summary of the 2026 General Meeting agenda 1 Approval of financial statements 4 Share buyback authorization Approval of the 2025 Company financial statements Approval of the 2025 consolidated financial statements 18-month authorization to implement a share buyback Appropriation of net income
Slide 49: Presentation of and voting on the resolutions
7.2 Presentation of and voting on the resolutions 49
Slide 50: Ordinary business 1st resolution
Ordinary business 1st resolution − Net income of €760,310,011.59 − No non-deductible expenses or charges as defined in Article 39-4 of the French Tax Code (Code général des impôts) and no any add-back ─ Approval of the Company financial expenses pursuant to Article 39-5 of said Code for the fiscal y
Slide 51: Ordinary business 2nd resolution
Ordinary business 2nd resolution Net income of €1,458,507,000 Approval of the consolidated financial statements for the fiscal year ended December 31, 2025 51
Slide 52: Ordinary business 3rd resolution
Ordinary business 3rd resolution − Dividend in a total amount of €545,036,226.80 (i.e., €1.90 per share), to be paid out of distributable earnings for the fiscal year, including retained earnings (€1,137,566,621.57) Appropriation of net income for the − Payment of an interim dividend of €0.95 gross
Slide 53: Ordinary business 4th resolution
Ordinary business 4th resolution No agreements or commitments subject to the provisions on regulated agreements were entered into during the 2025 financial year Approval of the Statutory Auditors' special report on the agreements referred to in Article L. 225-86 of the French Commercial Code 53
Slide 54: Ordinary business 5th resolution
Ordinary business 5th resolution Renewal of Nadine Glicenstein’s term of office as member of the Supervisory Board for a period of three years expiring at the close of the Ordinary General Meeting to be called in 2029 to approve the financial statements for the year ending December 31, 2028 Re-appoi
Slide 55: Ordinary business 6th resolution
Ordinary business 6th resolution Renewal of Florence von Erb’s term of office as member of the Supervisory Board for a period of two years expiring at the close of the Ordinary General Meeting to be called in 2028 to approve the financial statements for the year ending December 31, 2027 Re-appointme
Slide 56: Ordinary business 7th resolution
Ordinary business 7th resolution Renewal of Stanley Shashoua’s term of office as member of the Supervisory Board for a period of three years expiring at the close of the Ordinary General Meeting to be called in 2029 to approve the financial statements for the year ending December 31, 2028 Re-appoint
Slide 57: Ordinary business 8th resolution
Ordinary business 8th resolution Appointment of Ludovic Jacquot as member of the Supervisory Board for a period of two years expiring at the close of the Ordinary General Meeting to be called in 2028 to approve the financial statements for the year ending December 31, 2027 Appointment of Ludovic Jac
Slide 58: Ordinary business 9th resolution
Ordinary business 9th resolution These compensation elements have been presented to you and are set out in chapter 6 of the 2025 Universal Registration Document and in the General Meeting Brochure Approval of the information referred to in paragraph I of Article L. 22-10-9 of the French Commercial C
Slide 59: Ordinary business 10th resolution
Ordinary business 10th resolution These compensation elements have been presented to you and are set out in chapter 6 of the 2025 Universal Registration Document and in the General Meeting Brochure Approval of the fixed, variable and exceptional components of the total compensation and benefits in k
Slide 60: Ordinary business 11th resolution
Ordinary business 11th resolution These compensation elements have been presented to you and are set out in chapter 6 of the 2025 Universal Registration Document and in the General Meeting Brochure Approval of the fixed, variable and exceptional components of the total compensation and benefits in k
Slide 61: Ordinary business 12th resolution
Ordinary business 12th resolution These compensation elements have been presented to you and are set out in chapter 6 of the 2025 Universal Registration Document and in the General Meeting Brochure Approval of the fixed, variable and exceptional components of the total compensation and benefits in k
Slide 62: Ordinary business 13th resolution
Ordinary business 13th resolution These compensation elements have been presented to you and are set out in chapter 6 of the 2025 Universal Registration Document and in the General Meeting Brochure Approval of the 2026 compensation policy for the Chairman of the Supervisory Board and the other membe
Slide 63: Ordinary business 14th resolution
Ordinary business 14th resolution These compensation elements have been presented to you and are set out in chapter 6 of the 2025 Universal Registration Document and in the General Meeting Brochure Approval of the 2026 compensation policy for the Chairman of the Executive Board 63
Slide 64: Ordinary business 15th resolution
Ordinary business 15th resolution These compensation elements have been presented to you and are set out in chapter 6 of the 2025 Universal Registration Document and in the General Meeting Brochure Approval of the 2026 compensation policy for the members of the Executive Board (excluding the Chairma
Slide 65: Ordinary business 16th resolution
Ordinary business 16th resolution − Cap: 10% of the shares composing the adjusted share capital − Maximum repurchase price: €45 per share − Total amount allocated to the share buyback program (as of 12/31/2025): €1,290,875,265 Authorization, for a period of 18 − Duration: 18 months months, for the C
Slide 66: Extraordinary business 17th resolution
Extraordinary business 17th resolution Introduction of the ability to appoint Board members for terms of less than three years (one or two years), in order to allow for a staggered renewal of Board members’ terms of office Amendment to Article 11 of the Company’s bylaws concerning staggered terms of
Slide 67: Extraordinary business 18th resolution
Extraordinary business 18th resolution Extension of the Supervisory Board’s authority to decide on the transfer of the registered office anywhere within France, in accordance with the provisions of the French Commercial Code and subject to ratification by the next Ordinary General Meeting Amendment
Slide 68: Extraordinary business 19th resolution
Extraordinary business 19th resolution Alignment with the framework applicable to listed companies, without any change to the remuneration structure or to the shareholder approval process Amendment to Article 23 of the Company’s bylaws concerning compensation for members of the Executive Board 68
Slide 69: Extraordinary business 20th resolution
Extraordinary business 20th resolution Update of the regulatory reference relating to: – the record date, without any change to the procedures for exercising voting rights; – the absence of double voting rights, in accordance with the provisions applicable to listed companies. Amendment to Articles
Slide 70: Ordinary business 21st resolution
Ordinary business 21st resolution Ratification of the provisional appointment of Emmanuel Cronier as member of the Supervisory Board for a period of one year expiring at the close of the Ordinary General Meeting to be called in 2027 to approve the financial statements for the year ending December 31
Slide 71: Ordinary business 22nd resolution
Ordinary business 22nd resolution Requesting all necessary powers to carry out the publication and filing formalities in connection with the holding of this General Meeting Powers for formalities 71
Slide 72: Agenda
Agenda July 3, 2026 Ex-dividend date for the final dividend payment July 6, 2026 Record date for the final dividend payment July 7, 2026 Final dividend payment July 29, 2026 First-half 2026 earnings (post market)
Slide 73: KLEPIERRE
KLEPIERRE SHOP. MEET. CONNECT. °