Creating the leading pan-European pure retail property company July - PowerPoint PPT Presentation

Creating the leading pan-European pure retail property company July 29, 2014

DISCLAIMER This document has been prepared by Klépierre (the “Company”) solely for use at the presentation of July 29, 2014. This document is not to be reproduced nor distributed, in whole or in part, by any person other than the Company. The Company takes no responsibility for the use of these materials by any person. The information contained in this document has not been subject to independent verification and no representation, warranty or undertaking, express or implied, is made as to, and no reliance may be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. None of the Company, its shareholders, its advisors or representatives nor any other person shall have any liability whatsoever for any loss arising from any use of this document or its contents or otherwise arising in connection with this document. This document does not constitute an offer to sell or an invitation or solicitation of an offer to subscribe for or purchase any securities, and this shall not form the basis for or be used for any such offer or invitation or other contract or engagement in any jurisdiction. Certain statements included in the registration document contain forward-looking statements with respect to future events, trends, plans or objectives. The information, assumptions and estimates that were used to determine these objectives are subject to change or modification due to economic, financial and competitive uncertainties. Furthermore, it is possible that some of the risks described in this document could have an impact on the Company’s ability to achieve these objectives. Accordingly, the Company cannot give any assurance as to whether it will achieve the objectives described, and makes no commitment or undertaking to update or otherwise revise this information. No assurance is given as to the fairness, accuracy, completeness or correctness of the information or opinions contained in this document. In case of any discrepancies between the information contained in this document and the registration document, the latter will prevail. The “Proposed” or “Projected” Transaction discussed in this document refers to the proposed business combination with Corio. A merger agreement has been signed on July 29, 2014 on this transaction. The Projected Transaction remains subject to a number of conditions; there is no assurance that such transaction will be completed in accordance with the terms outlined in this document, within any particular timeframe, or at all. July 29, 2014 2

TABLE OF CONTENTS 1. KEY TRANSACTION HIGHLIGHTS 1. KEY TRANSACTION HIGHLIGHTS 2. LEADING PAN-EUROPEAN PURE RETAIL PROPERTY 2. LEADING PAN-EUROPEAN PURE RETAIL PROPERTY COMPANY COMPANY 3. CONCLUSION 3. CONCLUSION 3

KEY TRANSACTION HIGHLIGHTS 1

Creating the leading pan-European pure retail property company • Significant scale-up of footprint in Continental Europe Enlarged platform of 182 shopping destinations Combined property portfolio with a Gross Asset Value of more than €21bn and 2013 combined Net Rental Income of over €1.2bn (1) • Opportunity to capture significant embedded growth Recent upgrading of Klépierre portfolio, supported by Simon Property Group, will enable acceleration of Corio’s transformation plan Active re-tenanting and retail management strategy Acceleration of portfolio refocus and development pipeline of over €3bn • Value creating transaction with potential run-rate synergies of c. €60 million Immediately accretive transaction • Best-in-class financial profile Combined market capitalization of more than €10bn, highly liquid investment vehicle (2) Strong credit profile with a combined LTV of c. 40% • Unanimously approved by Klépierre and Corio Executive and Supervisory Boards and fully supported by key shareholders of both companies APG, which owns 30.6% of Corio, has agreed to irrevocably tender its shares Full support of Klépierre’s main shareholders: Simon Property Group (29.4%) and BNP Paribas (21.7%) (3) (1) Based on companies’ 2013 reported figures 5 July 29, 2014 (2) Based on market closing prices as of as of July 28, 2014 (3) Excluding treasury shares as of June 30, 2014

Key terms of the contemplated transaction • Public exchange offer initiated by Klépierre for 100% of Corio, potentially followed by cross-border merger • 1.14 Klépierre shares offered for each tendered Corio share Attractive financial • 15.6% premium on Corio spot share price as of July 28, 2014 and 15.5% premium on terms Corio 1 month VWAP (based on respectively Klépierre’s spot and VWAP) • Immediately accretive to earnings and dividends for Klépierre shareholders • Strong balance sheet and access to capital maintained • Minimum acceptance level of 95% of the issued share capital of Corio, which will be reduced to 80% if the Corio EGM approves cross-border merger Transaction • Positive vote of 66.67% required at Corio EGM for cross-border merger to follow the offer features • SIIC and FBI regimes for Klépierre and Corio expected to be maintained • Listing on Euronext Paris and Euronext Amsterdam • After completion of the transaction, Klépierre Supervisory Board will have 10 members, 3 of whom proposed by Simon Property Group, 1 by APG, 1 by BNP Paribas, and 5 independent directors (1 designated by Corio) Governance • 4-member Executive Board (1 designated by Corio) • Combined entity Chairman of the Supervisory Board: Mr. David Simon • Corio H1 2014 results, August 6, 2014 • Klépierre and Corio shareholders meetings expected in Q4 2014 Timeline • Offer expected to be launched in Q4 2014 • Closing expected in 1st quarter of 2015 July 29, 2014 6

LEADING PAN- EUROPEAN PURE RETAIL PROPERTY COMPANY 2

Significant scale-up of footprint in Continental Europe Klépierre franchise enhanced across Europe Klépierre (1) Corio Combined (June 2014) (June 2014) 7 (2) 16 No. of countries covered 13 + No. of shopping centers 125 + 57 182 Total footfall (million) 750 + 400 1,150 Total GLA (million sqm) 2.8 + 1.7 4.5 Gross Asset Value (100% share) (3) €21.3bn €14.0bn + €7.3bn (1) Pro forma of Swedish disposals (5 assets) (2) Corio’s reporting is based on 6 countries as its single asset in Portugal is reported under Spanish division (3) Total share including transfer duties Leading pan-European retail pure player Gross asset value (€bn) 6,8 Retail properties Other properties 26,8 6,2 21,3 9,2 9,2 8,3 7,9 0,1 5,1 3,3 2,7 2,5 Unibail Klépierre Intu British Hammerson Land Deutsche Eurocommercial Mercialys Rodamco + Corio Land Securities Euroshop Properties Source: Companies Note: Unibail Rodamco, Klépierre + Corio, Hammerson, Mercialys as of June 30, 2014; British Land, Land Securities, Eurocommercial as of March 31, 2014; Intu as of December 31, 2013; Deutsche Euroshop as of December 31, 2013, property investments and equity participation; GBP/EUR FX rate of 0.8, 0.826 and 0.83 for June 30, 2014, March 31, 2014 and Dec 31, 2013 respectively 8 July 29, 2014

A pan-European footprint with leading positions in main countries Nordics: # 1 France / Belgium: # 2 The Netherlands: # 1 Klépierre Klépierre (1) Corio (2) Corio (2) Corio Klépierre � 20 assets � 35 assets � 12 assets � 13 assets � 699k sqm � 969k sqm � 264k sqm � 415k sqm � GAV: €3.4bn � GAV: €6.6bn � GAV: €1.5bn � GAV: €1.8bn 20 assets (€3.4bn) 47 assets (€8.1bn) 13 assets (€1.8bn) Germany Iberia: # 2 Klépierre Corio (2) # 1 Corio Klépierre � 5 assets � 13 assets � 10 assets � 255k sqm � 278k sqm � 169k sqm � GAV: €1.0bn � GAV: €0.7bn � GAV: €0.6bn # 1 5 assets (€1.0bn) 23 assets (€1.3bn) CEE / Greece / Turkey Italy: # 1 Klépierre Corio Corio (2) Klépierre # 2 � 7 assets � 29 assets � 28 assets � 10 assets � 250k sqm � 506k sqm � 324k sqm � 318k sqm � GAV: €0.5bn � GAV: €1.1bn � GAV: €1.5bn � GAV: €1.8bn # 2 # 1 36 assets (€1.6bn) 38 assets (€3.3bn) Combined GAV by geography Legend: CEE / Greece / Turkey Germany Klépierre presence 8% 5% Corio presence Iberia France 6% Klépierre and Corio presence 39% The Netherlands 9% Italy 182 shopping centers in 16 countries 182 shopping centers in 16 countries 16% Nordics 17% Source: Data refers to shopping malls only. JV assets are accounted for in GLA at Klépierre and Corio’s share. Total share is retained for GAV calculation, including transfer duties 9 July 29, 2014 Note: Corio figures relate to the 57 shopping centres (1) Excludes Klémurs; (2) Adjusted to consider property disposals completed by Corio in 2014

Top 24 assets (1/2) - 41% of combined total share asset value Klépierre asset Corio asset 1 2 3 Créteil Soleil Val d’Europe Porta di Roma (Paris region, France) (Paris region, France) (Roma, Italy) 18 M visitors 16 M visitors 19 M visitors 126,000 sqm 98,000 sqm 130,000 sqm 4 5 6 Field’s Hoog Catharijne Emporia (Copenhagen, Denmark) (Utrecht, Netherlands) (Malmö, Sweden) 7 M visitors 26 M visitors 6 M visitors 91,000 sqm 89,500 sqm 68,000 sqm 7 8 9 Grand Littoral Blagnac Boulevard Berlin (Marseille, France) (Toulouse, France) (Berlin, Germany) 12 M visitors 7 M visitors 11 M visitors 110,500 sqm 48,000 sqm 87,100 sqm 10 12 11 Campania Akmerkez Le Gru (Napoli, Italy) (Istanbul, Turkey) (Torino, Italy) 11 M visitors 9 M visitors 13 M visitors 108,000 sqm 33,200 sqm 78,500 sqm 10 July 29, 2014