ENGLISH TRANSLATION FOR INFORMATION PURPOSES ONLY. THE FRENCH VERSION IS THE ONLY LEGALLY BINDING DOCUMENT IN RESPECT OF THE MATTERS CONTAINED HEREIN

Transcription

1 ENGLISH TRANSLATION FOR INFORMATION PURPOSES ONLY. THE FRENCH VERSION IS THE ONLY LEGALLY BINDING DOCUMENT IN RESPECT OF THE MATTERS CONTAINED HEREIN Klépierre a French public limited company (société anonyme with a Management Board and a Supervisory Board, with share capital of Registered office : 26, boulevard des Capucines Paris Company registration number : R.C.S Paris FIRST UPDATE TO THE 2013 REGISTRATION DOCUMENT This update to the 2013 Registration Document was filed with the Autorité des Marchés Financiers (the AMF) on October 27, 2014, in compliance with Article of the AMF s standard regulations. It updated the registration document filed with the AMF on March 10, 2014 under the number D The registration document and its update may be used in support of a financial transaction if supplemented by a securities note that has received approval from the AMF. This document has been prepared by the issuer and its signatories are liable for its content. The registration document and the present update are available on the website of the Company ( and on the AMF website ( 1

2 SUMMARY 1. RESPONSIBLE PERSONS Person responsible for the update of the Registration Document Statement by the person responsible for the update of the Registration Document ACTIVITY ELEMENTS : RECENT DEVELOPMENTS Notation Property portfolios Shopping centers as of 30 June Project of a strategic combination between Klépierre and Corio Press releases Press release dated 3 March, Press release dated 10 March, Press release dated 16 April, Press release dated 23 April Press release dated 1 July Press release dated 11 July Press release dated 21 July Press release dated 25 July Press release dated 29 July Press release dated 8 August Press release dated 18 August Press release dated 22 August Press release date 22 August Press release dated 29 August Press release dated 5 September Press release dated 12 September Press release dated 19 September Press release dated 26 September Press release dated 3 October Press release dated 10 October Press release dated 17 October Press release dated 22 October Press release dated 24 October HALF-YEAR FINANCIAL REPORT RISK FACTORS CROSS REFERENCE TABLE

3 APPENDIX I Press releases

4 1. RESPONSIBLE PERSONS 1.1. Person responsible for the update of the Registration Document M. Laurent Morel Chairman of the Management Board Klépierre S.A Statement by the person responsible for the update of the Registration Document I declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to my knowledge, in accordance with the facts and contains no omission likely to affect its import. The Statutory Auditors have given me a completion of work letter in which they advise that they verified the information on the financial condition and the accounts presented in this update of the registration document and read the complete update of the registration document. The statutory auditors have issued reports on the historical financial data and on the pro forma financial information presented in the Prospectus. A statutory auditor s report was made on the consolidated financial statements for the fiscal year ended 31 December 2013: it appears on page 246 of the registration document filed with the AMF on 10 March 2014 under number D A statutory auditor s report was made on the consolidated financial statements for the fiscal year ended 31 December 2012: it appears on page 206 of the registration document filed with the AMF on 18 March 2013 under number D A statutory auditor s report was made on the consolidated financial statements for the fiscal year ended 31 December 2011: it appears on page 224 of the registration document filed with the AMF on 28 March 2012 under number D A statutory auditor s report was made on the consolidated financial statements as at 30 June 2014, which contains an observation relating to the note to the condensed half-yearly consolidated financial statements, which sets out the consequences of the initial application as of January 1, 2014 of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of interests in other entities : it appears on page 75 of the 2014 half-year report. A statutory auditors report was made on the pro forma financial information as at 30 June 2014; it is attached in Annex 1 of the present document. On 27 October 2014, Laurent Morel Chairman of the Management Board 4

5 2. ACTIVITY ELEMENTS : RECENT DEVELOPMENTS 2.1. Notation On 16 April 2014, the credit-rating agency Standard & Poor s raised Klépierre s grade from de «BBB+» to «A-». Further to the announcement of the Operation (as defined hereunder), Standard & Poor s placed Klépierre under review with negative out watch on 29 July Property portfolios This Section describes the property portfolios of the Group as at 30 June Shopping centers as of 30 June

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9 Retail properties 2.3. Project of a strategic combination between Klépierre and Corio I. Presentation of the Operation On 29 July, 2014, Klépierre and Corio (the Parties ) have announced by a joint press release announce that they have reached an agreement subject to satisfaction of certain conditions to effect a strategic combination of their businesses (the Operation ) by executing a merger protocol (the «Merger Agreement»). A. Presentation of Corio Corio is a public limited liability company incorporated under the laws of the Netherlands (naamloze vennootschap) operating the business of commercial real estate investment, specialising in the selection, development, redevelopment and management of shopping centers. The strategy of Corio is to create Favorite Meeting Places. Headquartered in Utrecht, Netherlands, Corio currently has operations in seven countries: Italy, the Netherlands, France, Germany, Spain, Portugal and Turkey. The portfolio consists of 57 shopping centers, offering space to more than 5,000 retailers to operate their businesses and hosting around 400 million visitors across the portfolio. In France, Corio owns Grand Littoral in Marseille, Grand Place in Grenoble, Mondeville 2 in Caen, TNL Nice in the P.A.C.A. region and Saint Jacques in Metz. The company s shares are traded on Euronext NYSE in Amsterdam. Under Dutch law Corio is a closed-end fiscal investment institution (FBI), similar to the French SIIC status in the Netherlands. It also has a SIIC status in France. Stichting Pensioenfonds ABP, BlackRock and State Street Corporation are the main shareholders; which respectively hold at the date of this Update 30.61%, 4.33% and 4.92% of the share capital. B. The Offer Under the Merger Agreement, the combination of the businesses will be completed via a recommended public exchange offer governed by the law of the Netherlands (the Offer ) to be made by Klépierre for 100% of the issued and outstanding ordinary shares of Corio (the Corio Shares ). In accordance with the law of the Netherlands, an English draft of the offer memorandum (the Offer Memorandum ) has been filed for approval to the Dutch financial markets authority on 19 September, 2014 (Stichting Autoriteit Financiële Markten the AFM ). The Offer terms and conditions are described in detail in the Offer Memorandum and in the prospectus approved by the AMF on 27 October, 2014 under number (the Prospectus ). Under the terms of the Offer and under the condition that all conditions are met or have been waived, each Corio shareholder who will tender its shares to the Offer will receive 1.14 Klépierre newly issued ordinary shares (the "New Shares") for each Corio ordinary share (the "Corio Share") that it holds (the "Exchange Ratio"). The Exchange Ratio implies a price of EUR41.4 per Corio share based on the Klépierre closing price of EUR36.4 on 9

10 28 July 2014, the last trading day prior to this announcement. The Exchange Ratio represents a 15.6% premium based on the closing price of EUR35.8 per Corio share on 28 July 2014, the last trading day prior to this announcement of the Operation (as defined below). Corio and Klépierre have agreed not to pay or declare any interim dividend (other than compulsory) or to make any distribution in kind until completion of the Offer.. Between the date of the present Update the date of the Merger, in accordance with its obligations under the FBI tax regime, Corio intends to distribute, before the Settlement Date, a dividend to its shareholders, in order to comply with its obligations under the FBI regime for the 2014 financial year and the period running from 1 January 2015 until the effective Date. To date, the amount of the estimated dividend to be distributed by Corio is EUR 1.03 per Corio share. This amount will be re-assessed and, if necessary, adjusted, before distribution. In order to maintain a Merger exchange ratio of 1.14 New Shares for each Corio Share, Klépierre will concurrently distribute to its shareholders, before the Settlement Date, an interim per share dividend with regards to the 2014 fiscal year corresponding to the per share dividend distributed by the Corio divided by 1.14 (i.e., on the basis of the estimated amount of EUR 1.03 per Corio share mentioned above, an interim dividend of EUR 0.91 per Klépierre share). Assuming that all of the Corio Shares currently outstanding are tendered under the Offer, Klépierre under the terms of the Offer, as compensation for the Merger, Klépierre will issue a maximum 114,885,724] New Shares with a par value of EUR1.40 each. They will be granted to Corio shareholders in proportion to their share ownership. The New Shares and the rights of the holders thereof are governed by and shall be construed in accordance with the laws of France and Klépierre's Articles of Association. The New Shares will be subject to a request for admission to trading on Euronext Paris and all Klépierre Shares (including the New Shares) will be subject to a request for admission to trading in the Euronext Amsterdam exchange as from the settlement and delivery date. Based on the Klépierre Shares outstanding as at the date of the present Update and in the hypothesis all Corio shares subject of the Offer are tendered to the Offer, the existing Klépierre Shareholders will be diluted by approximately %. Following the Settlement Date, Klépierre will announce the results of the Offer by means of a press release, including the aggregate number of Klépierre Shares that will be issued, and Klépierre's resulting ownership in Corio. C. The Merger The Exchange Ratio offered by Klépierre is predicated on its acquisition of full ownership of the Corio group. Klépierre and Corio anticipate that full integration of the Corio business into the Klépierre business will deliver substantial operational, commercial, organizational and financial benefits. Such benefits could not, or only partially, be achieved if Corio were to continue as a standalone entity with a minority shareholder base. Thus, following the Offer being declared unconditional, Klépierre will seek to acquire full ownership of Corio, through the acquisition of the Corio Shares not yet owned by it, or otherwise As such, further to the completion of the Offer, Klépierre and Corio have announced they may further integrate their businesses after the settlement of the Offer by implementing, subject to certain conditions, a cross-border merger between the Klépierre and Corio in accordance with the EU Directive 2005/56/EC of 26 October 2005 on cross-border mergers of limited liability companies, with Corio being the disappearing entity and Klépierre being the surviving entity (the Merger, and together with the Offer, the Operation ). Klépierre and Corio intend to simultaneously prepare the implementation of the Offer and of the Merger. As such, Klépierre and Corio have agreed upon cross-border merger terms that shall be made available to the public in the manner and within the time provided for by law. In connection with the proposed cross-border merger by way of absorption of Corio by Klépierre and the listing and admission to trading on Euronext Paris and Euronext Amsterdam of the Klépierre shares issued in the context of the Merger, Klépierre and Corio have established the document subject to AMF approval (document E), which has been approved by the AMF on 27 October

11 The exchange ratio to be applied in the Merger will be equal to the Exchange Ratio. Should the Merger be implemented, Klépierre shall receive all the assets and liabilities of Corio by universal succession of title ( transmission universelle du patrimoine ) and Corio shall cease to exist and delist from Euronext Amsterdam. The implementation of the Offer and of the Merger are subject to a set of conditions precedent exposed in full details in the Offer Memorandum and in the Prospectus, notably the approval of the transaction by Klépierre's shareholders' meeting to be held on 11 December 2014, the approval of the transaction by Corio s shareholders' meeting to be held on 8 December 2014, and the obtaining of the relevant French and Dutch regulatory authorizations. II. Strategic rationale A. Significant scale-up of operating portfolio With the contemplated operation, Klépierre and Corio will create the leading pan-european pure player retail property company. The combined group will operate 182 shopping destinations in 16 European countries, with a combined gross asset value of more than EUR21 billion. The combined portfolio will provide the ideal platform for further expansion of Klépierre s know-how and positioning to retailers and brands, which in turn will support the objective of being recognized as the most effective shopping center platform across Europe. Through the contemplated operation, Klépierre will develop strong bases in three new countries (the Netherlands, Germany and Turkey), and reinforce its positions in France, Italy and Iberia. Corio assets in these regions are mostly located in dynamic urban hubs with strong and sustainable demographic growth (Grenoble, Marseilles, Amsterdam, Istanbul), and above average purchasing power (Rome, Turin, Rotterdam, Utrecht, Madrid, Berlin). Over the last few years, Corio has executed a strategy of refocusing on leading shopping centers in their catchment areas, such that most of the acquired assets benefit from the same dynamics and competitive advantages as those of Klépierre. B. Ideal portfolio for implementing value creation know-how within the group The 182 shopping destinations offer an ideal portfolio for fully capturing embedded growth and rental income potential of the assets. Klépierre will leverage the best available knowledge within the combined new group to implement its strategy With respect to the core shopping centers, the combined group will implement retail asset management expertise comprised of active re-tenanting actions and innovative marketing approaches by leveraging Klépierre s track record. In terms of re-tenanting, the combined group will apply a dynamic strategy that focuses on offering the best-performing retailers the most suitable retail format, promoting the cross-fertilization of best retailers in new territories and accelerating the re-tenanting of the less performing units. In terms of innovative marketing approaches, the combined group will identify the best operating practices and deploy them across the wider portfolio, accelerate digital connection with retailers and shoppers, and further roll out large-scale marketing events for leading brands across several shopping destinations. Further development of specialty leasing is also anticipated considering the high appeal of the new platform for the best brands. Since 2012, Klépierre has demonstrated its acute capital management through the sale of EUR3.6 billion of noncore assets. Corio has also made substantial progress over the last 18 months with its divestment plan. The successful implementation of these programs enables Klépierre and Corio to currently benefit from solid credit ratings (Klépierre rated A- by S&P, Corio rated BBB+ by S&P and Baa2 by Moody s) with loan-to-value ratios at 39.9% and 42%, respectively (as at 30 June 2014). It is anticipated that upon completion of the Operaion, the combined company will maintain investment grade credit ratings from S&P and Moody s.. Post closing, the combined group will continue asset recycling through periodic portfolio review. Specific disposal processes will be defined for non-core assets. Proceeds from these disposals will provide financial flexibility for investment in the shopping centers, standing or projected, which are core to the implementation of the strategy of the combined group. The combined entity desires to maintain a healthy financial structure with a loan-to-value about 40%. The combined group will have a development pipeline of more than EUR3 billion. Specific attention will be paid to committed projects in order to secure or enhance expected returns through a shared approach to leasing and cost 11

12 management. All controlled and identified projects will be streamlined in order to optimize conception and execution. Lastly, the development potential of each site will be evaluated. Shopping centers with demonstrated potential will be reviewed in order to develop new extension plans. The Operation fits with Klépierre s and Corio s long-term strategy to build a unique portfolio of prime shopping centers in selected European countries, through a combination of pro-active management of the existing assets, by defining and implementing a clear strategy for each of them, and through the acquisition or development of new projects that will meet the most stringent requirements in terms of quality and return. This vision will be achieved thanks to highly skilled professionals from both companies, that will mutually benefit from the sharing of best practices. C. Expected benefits and synergies The parties have identified synergies of c. EUR60 million in run-rate, to be reached in 3 to 5 years. Half of the synergies will be driven by the incremental rental income expected from the implementation of leasing, re-tenanting, innovative marketing and specialty leasing efforts. The other half will come not only from operational improvements and the sharing of best practices between Klépierre and Corio teams but also from the financial savings that will result from the gradual refinancing of Corio s debt, which will benefit from the stronger credit profile of the combination. III. Provisional Timetable for the Operation The present indicative timetable is based on the hypothesis that the Company declares the Offer unconditional on 13 January If any Offer Condition is not satisfied or waived on the Initial Last Day of Acceptance Period, Klépierre has the right, in accordance with Article 15 of the Decree, to extend the Acceptance Period once for a minimum period of two weeks and a maximum period of ten weeks. If Klépierre declares the Offer unconditional (gestanddoening) and does not announce the Merger, Klépierre will within three (3) business days after the Unconditional Date publicly announce a post-acceptance period (na-aanmeldingstermijn) of a maximum of two weeks. The Merger will only be implemented if the Offer is declared unconditional, settlement of the Offer has taken place, and all merger conditions have been satisfied or waived, and Klépierre has decided to implement the Merger. Under the hypothesis that the Company announces an extension of the initial Offer period, the public shall be informed of the changes to the hereunder indicative timetable by means of a press release by the Company on its website ( 27 October 2014 AFM approval on the Offer Memorandum 27 October 2014 AMF approval on the Prospectus AMF approval on the Document E 29 October 2014 Legal notice of the holding of the general meeting of Klépierre shareholders 31 October 2014 Opening of the initial Offer period 8 December 2014 Extraordinary general meeting of Corio shareholders 9 December 2014 Start of the Withdrawal Period for Withdrawing Shareholders 11 December 2014 Extraordinary and ordinary general meeting of Klépierre shareholders 8 January 2015 Closing of the initial Offer period 12 January 2015 Expiry of the Withdrawal Period for Withdrawing Shareholders 13 January 2015 Announcement by Klépierre of the results of the Offer and of the irrevocability of the Offer Extension of the Acceptance Period: Klépierre announces whether or not the Acceptance Period will be extended 12

13 16 January 2015 Post-Acceptance Period 17 January 2015 Reopening of the Offer Klépierre may announce a Post-Acceptance Period of a maximum of two weeks During the Post-Acceptance Period, Shareholders that have not yet tendered their Shares under the Offer will be given the opportunity to do so on the same terms and subject to the same restrictions as the Offer 20 January 2015 Settlement and delivery of the Offer After 12 January 2015 After 20 January 2015 Decision on the Merger Klépierre announces whether or not the Merger will be pursued Trustee Sale Procedure 2 February 2015 End of the reopening offer period (unless in case of implementation of the Merger) 5 February 2015 Announcement of the results for the reopening offer period (unless in case of implementation of the Merger) 9 February 2015 Second settlement-delivery regarding the reopening offer period (unless in case of implementation of the Merger) First Quarter 2015 Effectuation of the Merger if the Merger is pursued: Pre-merger certificate issued by a Dutch notary Pre-merger certificate issued by the French clerk of the commercial court Confirmation/control of the legality of the Merger by a French notary or the French clerk of the commercial court confirming that the Merger had been implemented according to applicable legislation, pursuant to article L of French Commercial code. IV. Share ownership following the Operation Following the Operation (i.e. in the event (i) 100% of the Corio Shares are brought to the Offer or (ii) the implementation of the Merger between the Company and Corio), the following table illustrates the share ownership that would occur 1 : Shareholders Number of % of the % of the voting % of the voting shares share capital right, including right, including autocontrol autocontrol SPG 57,634, BNP Paribas 42,477, Group APG Group 42,361, Public 168,484, excluding autocontrol Treasory shares 3,397, / Total 314,356, V. Non-Financial covenants 1 On data dated 30 June

14 A. Governance On the 29 July 2014, further to the agreement between Klépierre et Corio providing for the filing of the Offer by Klépierre, Simon Property Group (together with its affiliates, the «SPG Group»), BNP Paribas («BNPP», and together with its affiliates, the «BNP Group») and APG (together with its affiliates, the «APG Group») (jointly, the «Shareholders»), acting each directly or through subsidiaries, have entered into a shareholders' agreement (the «Shareholders Agreement») that will take full effect from the first of (i) the settlement date of the initial Offer period (ii) the date of the Merger in case it is implemented. The Shareholders' Agreement organizes their future relations as shareholders of Klépierre in case the Operation is completed and terminates the share purchase agreement entered into on 7 March 2012 between the SPG Group and the BNP Group. For all purposes of this document, APG means (i) Stichting Depositary APG Tactical Real Estate Pool for APG Tactical Real Estate Pool, (ii) Stichting Depositary APG Strategic Real Estate Pool for APG Strategic Real Estate Pool and (iii) Stichting Depositary APG Developed Markets Equity Pool for APG Developed Markets Equity Pool. The Shareholders Agreement provides for the presence of representatives of the Shareholders at Klépierre Supervisory Board, achieved by means of reciprocal commitments regarding the votes at general meetings and within the Supervisory Board (for appointments through co-opting) in favor of the representatives identified by each Shareholder. After successful completion of the Offer, the Klépierre Supervisory Board shall consist of ten members. Three members shall be identified by the SPG Group (including the Chairman of the Supervisory Board who will have the casting vote), one member shall be identified by the BNP Group, and one member shall be identified by the APG Group. Five members, independent pursuant to the AFEP-MEDEF governance code, shall be present at the Supervisory Board, one of them being appointed on Corio s proposal. Subject to the approval of Klépierre general shareholders meeting to be held on 11 December 2014, Klépierre Supervisory Board shall thus consist, upon completion of the settlement of the Offer, of the following members : Nom David Simon Steven E Fivel François Kayat Dominique Aubernon John Carrafiell Rose-Marie Van Lerberghe Catherine Simoni Bertrand Jacquillat Bertrand de Feydeau Jeroen Drost Mandat President Member Member Member Member Member Member Member Member Member In the event the percentage of Shares held by SPG falls below the lower of 13.6 % of Klépierre s share capital or below the percentage of Shares held at such time by either the APG Group or the BNPP Group, then : each Shareholder shall be entitled to a number of seats on the Supervisory Board proportional to its shareholdings in Klépierre; and the Chairman of the Board shall not be appointed anymore on SPG s proposal. The Shareholders Agreement also provides for the Supervisory Board to be assisted by the following four committees: Audit Committee, Compensation and Nominating Committee, Sustainable Development Committee and Investment Committee ; the Shareholders shall have the right to have the Board members they appointed be members of the Investment Committee. Klépierre and Corio have agreed that Klépierre Management Board will consist, immediately after the completion of the settlement of the initial Offer period, of four members. Three these members will be Klépierre Management Board at the date of this Update. Corio has been granted the right to identify a new member who will, subject to Klépierre's consent, be appointed by Klépierre Supervisory Board in accordance with Klépierre s Articles of association and with the relevant laws. Corio has suggested that David Armitage be appointed as fourth member. A proposal to grant the Supervisory Board the power to revoke the Executive Board members will be submitted to the vote of the shareholders at the extraordinary shareholders meeting to be held on 11 December B. Deletion of double voting right The Shareholders Agreement provides that no later than at the general meeting of the shareholders to be held to approve the financial statements for the fiscal year ended December 31, 2014, Klépierre shareholders shall resolve upon the amendment of the Company s Articles of Association in order to opt out from compulsory application of 14

15 article L of the French commercial code providing for a voting right equivalent to twice that attributed to other shares, in view of the proportion of the share capital they represent, to all fully paid shares which can be proved to have been registered in the name of the same shareholder for at least two years. Such amendment to the Articles of Association shall be submitted to Klépierre general meeting to be held on 11 December C. FBI and SIIC Statuses As of today, both Klépierre and Corio s French business qualify as French Real estate investment trust (SIIC Société d Investissement Immobilier Cotée ) and, as such, benefit from a specific tax status labeled «SIIC status» (for a detailed description of the SIIC status, please refer to section of the 2013 Registration Document and to section of the securities note relative to the issue and admission to trading of the New Shares which has been approved by the AMF (the «Securities Note»)). Following the completion of the Operation, Klépierre will maintain its status as French SIIC and, as confirmed by French tax authorities, so will Corio s French eligible activities. As of today, Corio also qualifies as a Dutch closed-end fiscal investment institution (FBI fiscale beleggingsinstelling ) and, as such, benefit from a specific tax status labeled «FBI status» (for a detailed description of the FIB status, please refer to section of the Securities Note). In the context of the Operation, Corio sought a tax ruling from the Dutch tax authorities so it may maintain the FBI status during a grace period following the Settlement Date while Klépierre will be striving to become a qualifying shareholder for purposes of the FBI regime et thus enable Corio and its Dutch subsidiaries with the same status to maintain their FBI status upon expiry of this grace period (please refer to section of the Securities Note). 15

16 2.4. Press releases Press release dated 3 March, 2014 Klépierre issued, on March 3, 2014, a press release regarding the methods of disposal or consultation of the information relating to the ordinary and extraordinary general meeting of shareholders to be held on April 10, The content of this press release can be found in Annex I of this document Press release dated 10 March, 2014 Klépierre issued, on March 10, 2014, a press release announcing the publication of its registration document and annual financial report relating to fiscal year The content of this press release can be found in Annex I of this document Press release dated 16 April, 2014 Klépierre issued, on April 16, 2014, a press release relating to the finalization of the disposal of a portfolio of 126 Carrefour-anchored retail galleries located in France, Spain and Italy to a consortium led by Carrefour and capitalized by institutional investors, for a total consideration of almost 2.0 billion euros. The content of this press release can be found in Annex I of this document Press release dated 23 April 2014 Klépierre issued, on April 23, 2014, a press release regarding the Klépierre Group s first quarter revenue for The content of this press release can be found in Annex I of this document Press release dated 1 July 2014 Klépierre issued, on July 1, 2014, a press release regarding the disposal by its subsidiary, Steen & Strøm of five of its shopping malls located in Sweden for a total consideration of 354 million euros. The content of this press release can be found in Annex I of this document Press release dated 11 July 2014 Klépierre issued, on July 11, 2014, issued a press release relating to the half-year analysis in relation with its liquidity agreement in compliance with the Ethics Code of the French Financial Markets Liquidity contracted with Exane BNP Paribas in September The content of this press release can be found in Annex I of this document Press release dated 21 July 2014 Klépierre issued, on July 21, 2014, a press release regarding the 2014 half-year revenue report. The content of this press release can be found in Annex I of this document Press release dated 25 July 2014 Klépierre issued, on July 25, 2014, a press release regarding the publication of its half-year financial report. The content of this press release can be found in Annex I of this document Press release dated 29 July 2014 Klépierre issued, on July 29, 2014, a joint press release, together with Corio N.V., relating to the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V.. The content of this press release can be found in Annex I of this document Press release dated 8 August 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on August 8, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of July 29 to August 7, The content of this press release can be found in Annex I of this document Press release dated 18 August

17 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on Public takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on August 18, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of August 8 to 15, The content of this press release can be found in Annex I of this document Press release dated 22 August 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on Public takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on August 22, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of August 18 to 22, The content of this press release can be found in Annex I of this document Press release date 22 August 2014 Klépierre issued a jointly press release with Corio dated 22 August, 2014, pursuant to Section 7, Paragraphe 4 of the Netherlands Decree on takeover bids (BesluitopenbarebiedingenWft), an update in relation with the Offer. The content of this press release can be found in Annex I of this document Press release dated 29 August 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on August 29, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of August 25 to 29, The content of this press release can be found in Annex I of this document Press release dated 5 September 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on September 5, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of September 1 st to 5, The content of this press release can be found in Annex I of this document Press release dated 12 September 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on September 12, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of September 8 to 12, The content of this press release can be found in Annex I of this document Press release dated 19 September 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on September 19, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of September 15 to 19, The content of this press release can be found in Annex I of this document Press release dated 26 September 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on September 26, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of September 22 to 26, The content of this press release can be found in Annex I of this document Press release dated 3 October 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on October 3, 2014, a press release relating 17

18 to the disclosure of trading in own shares before the launch of a tender offer for the period of September 29 to October 3, The content of this press release can be found in Annex I of this document Press release dated 10 October 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on October 6, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of October 6 to October 10, The content of this press release can be found in Annex I of this document Press release dated 17 October 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on October 17, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of October 13 to October 17, The content of this press release can be found in Annex I of this document Press release dated 22 October 2014 Klépierre issued, on October 22, 2014, a press release regarding the Klépierre Group s third quarter revenue for The content of this press release can be found in Annex I of this document. Klépierre's third quarter revenue for 2014 has been subject to a limited review by Klépierre's statutory auditors. The content of the report of their review can be found in Annex II of this document Press release dated 24 October 2014 Klépierre issued, pursuant to the provisions of Section 5, Paragraph 4 of the Netherlands Decree on takeover bids (Besluit Openbare Biedingen Wft) in connection with the intended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V., on October 17, 2014, a press release relating to the disclosure of trading in own shares before the launch of a tender offer for the period of October 20 to October 24, The content of this press release can be found in Annex I of this document. 18

19 3. HALF-YEAR FINANCIAL REPORT The Klépierre group s unaudited financial information on the turnover at June 30, 2014 are disclosed in the press release dated 21 July, 2014, which is described in paragraph of this update to the 2013 Registration Document. The half-year financial report is incorporated by reference in this update to the 2013 Registration Document. It is also available without cost on the website of the Company ( To the best knowledge of Klépierre, the financial or commercial situation of the Group has not been subject to any significant modification between the publication of the half-year financial report 2014 and the filing of this update document, except for the modifications in relation with the Operation and information provided in this update to the 2013 Registration Document. 19

20 4. RISK FACTORS The risk factors policy is described in Chapter 3 entitled "Risk Factors" of the 2013 Registration Document filed with the AMF on 10 March, 2014 under number D , available on the Klépierre website ( and on the website of the AMF ( Regarding the liquidity risk exposed in Section of the 2013 Registration Document, the Company specifies that given its policy in terms of liquidity management and its funding schedule, the Company believes it shall be able to keep the agreed maturities including after the acquisition of Corio. In addition, the Company considers is not faced with any significant claim at the date of this Update. Last, in terms of insurance risks, the Company specifies that, in addition to public-liability insurance coverage, the Company has taken out specific insurance policies to cover the assets that include listed facilities subject to authorization. Regarding individuals safety, the Group's public-liability insurance coverages provide for compensation for third parties for the damages they may suffer. Property damage insurances also address climate risk by guaranteeing property damages. Risk management is conducted through continuous monitoring measures to ensure that appropriate property insurance coverage is being implemented and that changes in the loss ratio are properly assessed, and through periodic monitoring measures to ensure that compliance with the enforcement of regulations is effective. Apart from the risk provided for in the present Update and in the 2013 Registration Document, the Company hasn t identified any risk that could have a significant unfavorable effect on the group business. However, there may exist other risks and uncertainties not presently identified by Klépierre et Corio that could also have an unfavorable effect on the business of the new group. If one of these risks, one of the risks below, or one of the risks described in the 2013 Registration Document occurred, this could affect the activities, financial position, results and outlook for Klépierre and Corio, on the new entity post-merger (in case it is completed). The completion of the Operation is subject to a certain number of conditions precedent The completion of the Offer and of the Merger is subject to a certain number of conditions precedent described in the press release issued by Klépierre dated 29 July 2014, notably including the following conditions : (i) Required antitrust authorizations; (ii) Positive vote at the general meetings of Corio and Klépierre on the resolutions relating to the governance in relation with the Operation; (iii) Positive vote at the general meetings of Corio and Klépierre on the resolutions relating to the issuance of New Shares; (iv) Positive vote at the general meeting of Corio, under majority conditions, and at the general meeting of Klépierre on the resolutions relating to the implementation of the Merger; and (v) In relation with the Offer only, the minimum acceptance threshold required of at least 95% of the share capital issued by Corio. This threshold may be lowered to 80% if the Corio extraordinary general meeting approves the Merger. A downgrade of the Group or of the Combined Entity in relation to Klépierre s rating may lead to additional costs for future financing needs Klépierre s ratings by Standard & Poor s and Moody s may be negatively affected after the announcement of its integration with Corio. Those rating agencies may therefore give Klépierre lower rating after the completion of the Offer or of the Merger. Such downgrade may affect the Group or the Combined Entity s ability to finance its business or take out loans in the future. A lower Klépierre s rating by Standard & Poor s, which has put Klépierre s ratings under surveillance with negative perspectives following the announcement of the Operation, may notably trigger Klépierre to finance itself under less favorable conditions. The banking covenants of Klépierre do not provide for any credit acceleration provision in the event of the downgrade of Klépierre. In addition, at the date of the Prospectus, Klépierre do not make use of the existing credit lines. As a result, Klépierre judges that a downgrade would have a limited effect of its liquidity risk. The value of Klépierre Shares issued in consideration of the Operation may vary 1.14 New Shares will be exchanged for every Corio Share, this exchange ratio having been set at the date of the Merger Protocol. As this Exchange Ratio has been set, the number of Klépierre Shares to be received by Corio shareholders in the context of the Offer or the Merger will remain unchanged even if the market value of Klépierre Shares changes after 28 July 2014, the date on which the Exchange Ratio was approved. 20

21 No adjustment will be brought to the Exchange Ratio in the event of fluctuations in the market price of Klépierre or Corio Shares. These fluctuations may adversely affect the market value of Klépierre Shares (including the market value of the New Shares). The market value of Klépierre shares at the date of the Offer, at the date or the Merger and once the Merger becomes effective may be lower than the market value of Klépierre Shares on [28 July 2014], at the date of the present update to the 2013 Reference Document, at the date of the project of the cross-border merger terms in case of the Merger is implemented. As a reminder, the Klépierre Share price closed at 36.4 on 28 July 2014, the last trading day before the announcement of the proposed Merger. On 24 October 2014, the last full trading day for Klépierre Shares at the date of this update of the 2013 Reference Document, the Klépierre share price closed at The minority shareholders may want to transfer the ownership of the Klépierre Shares (including the New Shares) issued in the context of the Offer or the Merger (if it is implemented) The minority shareholders that may receive New Shares in the context of the Offer or Klépierre Shares in the context of the Merger (in case of implementation of the Merger) and that are bound by no lock-up commitment relating to their Klépierre Shares (including New Shares) may decide to trade on the market or over the counter part or all of their Klépierre Shares (including New Shares), which may have a significant negative impact on the market price of Klépierre Shares. The threshold required to implement a compulsory buy out may not be reached If, following the Offer, the minority shareholders do not hold more than 5% of the share capital or the voting rights of Corio, Klépierre may request from the AFM the authorization to buy out the holders of Crown Shares that have not tendered their Corio Shares under the Offer. Whereas some Corio shareholders have granted tender undertakings, as described in article a) «Tender undertakings» of the Offer Memorandum, the total level of these shareholders participations is about 30,6% of the share capital and the voting rights of Corio. As a result, Klépierre shall not be ensured to hold the minimum level of 95% of the share capital and/or the voting rights of Corio after the Offer in order to implement a compulsory buy out procedure. Risks relating to the integration of the activities of the two companies, costs relating to this integration and achieving synergies Klépierre has identified potential synergies in relation to the integration of Corio of approximately EUR60 million in run-rate, to be reached in 3 to 5 years. Nevertheless, the amount and the date of realization of the expected synergies rely on a certain number of assumptions that may not be realized. The materialization of the benefits of the Merger will partly depend on Klépierre s and Corio s activities being quickly and effectively integrated. The group formed from the Offer (the Group ) or from the Merger (the Combined Entity ) could encounter difficulties in harmonising its activities and may not achieve all or some of the synergies and benefits expected. The risk factors that may affect the benefits and synergies expected include, notably, the following potential difficulties: - Implementing synergies within a consolidated entity operating on an extended space and overcoming difficulties arising from the management of an accrued staff scattered over various geographical areas; - Coordinating the business and the staffs of Klépierre and Corio; - Implicating the staff and focusing the managing team on those issues. The success of the Group or of the Combined Entity (in case the Merger becomes effective) will in large part depend on its ability to effectively manage the expanded group after the Operation. Until Klépierre acquires more than 95% of Corio s share capital and except in the event the Merger is implemented, Corio Shares will keep a separate listing, which could lower or delay the ability of the parties involved to implement the expected synergies and cost reductions. The integration of Klépierre and Corio s business may even lead to cost increases, due to, notably: The loss of key personnel of the two companies and their subsidiaries that the Group or the Combined Entity would fail to retain, including the members of the Management Board and of the Supervisory Board in charge of the management of the Group or of the Combined Entity; 21

22 The differences in the norms, controls and procedures currently in force, in the current policies, corporate cultures and remuneration structures, as well as the need to design, integrate and harmonize a set of operating procedures and systems, notably financial, accounting and information systems, specific to Corio or Klépierre; The necessity for the manager of the Group or of the Combined Entity to focus on the issues relating to the integration, which could divert their attention from their other tasks. For the above-mentioned reasons, the integration and the expected benefits may not be fully achieved. Furthermore, the cost reductions and the positive impacts expected on an operational level may be inferior to current expectations or achieved over a larger span of time. In case the amount of the announced synergies is not reached, or is reached beyond the expected timeframe, it could have a significant material impact on the business, operating results, financial position, prospects and image of the Group s or of the Combined Entity (in case the Merger becomes effective) Any delay in carrying out the Merger could reduce the benefits expected from the Merger The completion of the Operation, and in particular of the Merger, is subject to a certain number of conditions precedent beyond the control of Klépierre or Corio. These conditions may prevent, delay or affect the completion of the Merger. Any delay in carrying out the Merger may reduce the synergies and benefits that Korian and Medica expect to obtain from a Merger carried out in accordance with the proposed timetable and from a successful integration of their respective businesses. Uncertainties tied to the Merger may have a significant negative effect on Klépierre and Corio s relations with some of their customers or strategic partners While in progress, the Merger may adversely affect relations with certain customers, strategic partners and employees of Klépierre and Corio, which may have a negative impact on revenue, earnings and cash flows from operating activities of Klépierre and Corio, and on the market value of their respective shares, whether or not the Merger is completed. The income and financial situation of Klépierre may differ significantly from those exposed in the non-audited summarized consolidated pro forma financial statements relating to the integration of Corio included in the Securities Notes The pro forma financial information presented by Klépierre section 10.5 of the Securities Notes has a purely illustrative value and, due to its nature, describes a hypothetical situation. As a result, it does not reflect the actual consolidated operating income or financial statements of the Combined Entity in the hypothesis the integration of Klépierre s and Corio s business had been completed during the period considered. It does not reflect, either, the future operating results or financial situation of the Combined Entity. The pro forma financial statements do not take into account, either, non-current elements such as expenses linked to the change of control or integration costs that may arise from the reunion with Corio. Furthermore, the financial effects of any rationalization or synergy are not reflected in the non-audited summarized consolidated pro forma financial statements. As a consequence, the income and financial situation of Klépierre may differ significantly from those exposed in the non-audited consolidated pro forma financial statements relating to the integration of Corio included in the Securities Notes. Certain agreements containing clauses likely to be triggered within the context of the Merger may be terminated under the Merger Klépierre has entered into, in the ordinary course of its business, agreements containing change of control clauses or transfer clauses under the condition of the approval from its co-contractor. The Merger may imply that some amounts due by Klépierre will become immediately payable or may authorize its cocontractor to terminate the agreement. Corio has also entered into, in the ordinary course of its business, agreements containing change of control clauses or transfer clauses under the condition of the approval from its co-contractor. The Merger may imply that some amounts due by Corio will become immediately payable or may authorize its cocontractor to terminate the agreement. Klépierre and Corio may not be successful in obtaining the consent of contracting parties or may be prompted, in order to obtain consent for the transfer of the agreements, to renegotiate terms that may be less favourable than those agreed previously. In addition, the fact that some amounts might become immediately payable may have a material adverse effect on Klépierre s results and the financial situation. The occurrence of one or several of these risks may have a material adverse effect on the activity of the combined entity, its results, its financial situation and its perspectives. 22

23 Preservation of the FBI status of Corio A more detailed analysis of the FBI regime is provided under Sections and of the Securities Note. Klépierre and Corio have obtained approval from the relevant Dutch authorities for Corio (and its Dutch subsidiaries having elected for the same status) to continue qualifying as FBI during the time period granted to Klépierre to meet all requirements so as to also qualify as a FBI. In order for Klépierre to obtain the FBI status, Klépierre would need to comply with a certain number of conditions, including yearly distributions requirements, conditions provided for by Dutch law and by which its business shall abide, and shareholding conditions. During the grace period granted by the Dutch authorities, Klépierre shall need to take appropriate measures in order to elect for the FBI status which may result, as the case may be, in a significant effect with respect to its results derived from these activities or its financial situation. If, further to the completion of the Offer, Klépierre does not meet all conditions to qualify as an FBI in accordance with what has been agreed with the Dutch authorities, Corio and its relevant Dutch subsidiaries will no longer qualify as an FBI effective its 2015 accounting year. The loss of the FBI regime would trigger for Corio (and its Dutch subsidiaries having elected for the same status) the payment of Dutch corporate income tax at the standard rate with a retroactive effect as from their 2015 accounting year. Corio (and of its Dutch subsidiaries having elected for the FBI status) could be subject to Dutch corporate income tax at the standard rate in respect of any income or capital gain in the event of a future triggering event for Dutch tax purposes. 23

24 5. CROSS REFERENCE TABLE The following cross reference table lists the main information required by exhibit I to the European Commission Regulation No. 809/2004 and identifies the pages of this document where such information can be found. Pages of the registration document filed with the AMF on 10 March, 2014 Pages of the update of the registration document dated 27 October Persons responsible Statutory Auditors Selected financial information 3.1. Selected historical financial information ; Selected financial information for interim periods n/a 16; Risk factors Information about the issuer 5.1. History and development of the Issuer 96 ; 189 ; 252 ; Capital expenditure ; ; 189 ; 212 ; Business overview 6.1. Principal activities 1 ; 6-7 ; ; ; Principal markets Exceptional factors n/a 6.4. Dependence on patents or licences, industrial, commercial or financial or new manufacturing processes 6.5. Competitive position Organizational structure 7.1. Brief description of the Group and the issuer s position within the Group List of significant subsidiaries ; Property, plant and equipment 8.1. Existing or planned material tangible fixed assets ; 88 ; ; Environmental issues that may affect the utilization of the tangible fixed assets 115 ; Financial position and results 9.1. Financial position ; ; 189 ; ; Operating results ; ; Capital resources 10.1 Issuer s capital resources ; Sources and amounts of cash flows ; Borrowing requirements and funding structure ; Information regarding any restrictions on the use of capital ; resources that have materially affected, or could materially affect the issuer s operations Information regarding the anticipated sources of funds ; needed to fulfil commitments referred to in items and Research and development, patents and licences Trend information 6-7 ; ; Profit forecasts or estimates Administrative, management, and supervisory bodies and senior management Members of the administrative, management or supervisory bodies Administrative, management, and supervisory bodies and senior management conflicts of interests ;

25 15. Remuneration and benefits Remuneration paid and benefits in kind granted ; 244 ; Amounts set aside or accrued to provide pension, ; 244 retirement or similar benefits 16. Board practices Date of expiration of the current terms of office Administrative, management or supervisory bodies 135 service contracts Information about the Audit Committee and Remuneration Committee Corporate governance Employees Number of employees 13 ; Shareholdings and stock options Arrangements for involving the employees in the capital of 281 the issuer 18. Major shareholders Shareholders owning over 5% of the capital or voting 11 ; rights Existence of different voting rights Control of the issuer Arrangements, known to the issuer, the operation of which 281 may at a subsequent date result in a change of control of the issuer 19. Related party transactions ; ; Financial information concerning the issuer s assets and liabilities, financial position and profits and losses Historical financial information ; ; Pro forma financial information Financial statements Auditing of historical annual financial information 246 ; Date of latest financial information 303 ; Interim and other financial information - 16; Dividend policy 13 ; 86 ; 95 ; 280 ; Legal and arbitration proceedings Significant change in the issuer s financial or trading - position 21. Additional information Share capital 95 ; ; ; 277 ; 281 ; Memorandum and Articles of association ; ; 282 ; Major contracts Information from third parties, appraisers statements and statements of interest 24. Documents available to the public Information on shareholdings ;

26 APPENDIX I Press releases Press release dated March 3,

27 Press release dated March 10,

28 Press release dated April 16,

29 29

30 30

31 Press release dated April 23,

32 32

33 33

34 34

35 35

36 36

37 37

38 38

39 39

40 40

41 Press release dated July 1,

42 42

43 Press release dated July 11,

44 Press release dated July 21,

45 45

46 46

47 47

48 48

49 49

50 50

51 51

52 52

53 53

54 54

55 Press release dated July 25,

56 Press release dated July 29,

57 57

58 58

59 59

60 60

61 61

62 62

63 63

64 64

65 65

66 66

67 67

68 68

69 Press release dated August 8,

70 Press release dated August 18,

71 Press release dated August 22,

72 Press release dated August 22,

73 73

74 74

75 Press release dated September 5,

76 Press release dated September 12,

77 Press release dated September 19,

78 Press release dated September 26,

79 Press release dated October 3,

80 Press release dated October 10,

81 Press release dated October 17,

82 Press release dated October 22,

83 83

84 84

85 85

86 86

87 87

88 88

89 89

90 90

91 Press release dated October 24,

92 ANNEX II STATUTORY AUDITORS REPORT This is a free translation into English of the statutory auditors review report on the statement of revenues issued in the French language and is provided solely for the convenience of English speaking users. This report should be read in conjunction with, and is construed in accordance with, French law and professional standards applicable in France. Klépierre Société Anonyme 26, Boulevard des Capucines PARIS Statutory auditors review report on the consolidated statement of revenues For the period from January 1, to September 30, 2014 To the chairman of the management board, As statutory auditors of Klépierre and at your request pursuant to the examination by the Autoriteit Financiële Markten (AFM) of the offer memorandum prepared in the context of the public exchange offer initiated by Klépierre on Corio N. V. shares, we have reviewed the accompanying consolidated statement of revenues for the period from January 1, to September 30, 2014, included in the offer memorandum mentioned above and in the securities note prepared in connection with the admission to trading on the regulated market of Euronext Paris and Euronext Amsterdam of Klépierre shares to be issued as consideration for the contribution of Corio N.V. shares to Klépierre under the public exchange offer on Corio N.V. s capital. The consolidated statement of revenues was prepared under your responsibility. Our role is to express a conclusion on the consolidated statement of revenues for the period from January 1, to September 30, 2014 based on our review. We conducted our review in accordance with professional standards applicable in France. A review primarily consists of making inquiries of persons responsible for financial and accounting matters, and applying analytical and other review procedures. Those procedures are substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently the assurance obtained that the consolidated statement of revenues for the period from January 1, to September 30, 2014 taken as a whole, is free of material misstatement is moderate and less than that obtained by an audit. Based on our review, nothing has come to our attention that causes us to believe that the consolidated statement of revenues for the period from January 1, to September 30, 2014 is not prepared, in all material respects, in accordance with the basis of preparation described in accompanying note. This report was prepared for your attention in the context described above and must not be used, distributed or referred to for any other purpose. This report is governed by French law. 92

93 Paris La Défense and Neuilly-sur-Seine, October 24, 2014 Mazars Deloitte & Associés Gilles Magnan Joël Assayah 93

94 REVENUES FOR THE FIRST NINE MONTHS OF 2014 REVENUES FOR THE FIRST NINE MONTHS OF 2014 TOTAL SHARE GROUP SHARE in million euros 9 months months 2013 restated 2 9 months months 2013 restated 8 France Belgium France-Belgium Norway Sweden Denmark Scandinavia Italy Spain Portugal Iberia Poland Hungary Czech Republic Central Europe Other countries Shopping Centers figures have been restated following the application of the new IFRS 10 and 11 standards in January 1,