FIRST PROSPECTUS SUPPLEMENT DATED 7 JUNE 2017 TO THE BASE PROSPECTUS

DATED 7 APRIL 2017

KLEPIERRE

€ 7,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

This supplement (the "First Prospectus Supplement") is supplemental to, and should be read in conjunction with

the Base Prospectus dated 7 April 2017 (the "Base Prospectus") prepared in relation to the €7,000,000,000 Euro

Medium Term Note Programme (the "Programme") of Klépierre (the "Issuer"). The Base Prospectus as so

supplemented constitutes a base prospectus for the purpose of the Directive 2003/71/EC as amended (the

"Prospectus Directive"). The Autorité des marchés financiers (the "AMF") has granted visa no. 17-148 on 7

April 2017 on the Base Prospectus.

Application has been made for approval of the First Prospectus Supplement to the AMF in its capacity as

competent authority pursuant to Article 212-2 of its Règlement Général which implements the Prospectus

Directive.

This First Prospectus Supplement constitutes a supplement to the Base Prospectus for the purposes of Article 16

of the Prospectus Directive and has been prepared for the purposes of updating the Base Prospectus to incorporate

(i) the Issuer's revenues for the first quarter of 2017 and (ii) recent events in connection with the Issuer. As a

result, modifications to the "Résumé en français (French language summary)", "Summary of the Programme" and

"Recent Developments" sections of the Base Prospectus have been made.

Save as disclosed in this First Prospectus Supplement, there has been no other significant new factor, material

mistake or inaccuracy relating to information included in the Base Prospectus which is material in the context of

the Programme since the publication of the Base Prospectus.

Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meaning when

used in this First Prospectus Supplement.

To the extent that there is any inconsistency between (a) any statement in this First Prospectus Supplement and (b)

any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will

prevail.

Copies of this First Prospectus Supplement (a) may be obtained, free of charge, at the registered office of the

Issuer during normal business hours and (b) will be available (x) on the website of the Issuer (www.klepierre.com)

and (y) on the website of the AMF (www.amf-france.org) and (z) during usual business hours on any weekday

(Saturdays, Sundays and public holidays excepted) for collection at the specified office of the Paying Agent(s), so

long as any of the Notes are outstanding.

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This First Prospectus Supplement has been prepared pursuant to Article 16.1 of the Prospectus Directive and

Article 212-25 of the AMF's Règlement Général for the purpose of giving information with regard to the Issuer

and the Notes to be issued under the Programme additional to the information already contained or incorporated

by reference in the Base Prospectus.

In accordance with Article 16.2 of the Prospectus Directive, in the case of an offer of Notes to the public, investors

who have already agreed to purchase or subscribe for Notes before this First Prospectus Supplement is published

have the right, exercisable within two working days after the publication of this First Prospectus Supplement, i.e.

until 9 June 2017 to withdraw their acceptances.

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TABLE OF CONTENTS

RESUME EN FRANCAIS (FRENCH LANGUAGE SUMMARY) ........................................................................... 4

SUMMARY OF THE PROGRAMME ............................................................................................................................. 5

RECENT DEVELOPMENTS ............................................................................................................................................. 6

PERSONS RESPONSIBLE FOR THE FIRST PROSPECTUS SUPPLEMENT................................................16

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RESUME EN FRANCAIS (FRENCH LANGUAGE SUMMARY)

Le Résumé en français (French language summary) figurant aux pages 4 à 19 du Prospectus de Base est modifié

comme suit:

L’élément B.12 figurant en page 8 du Prospectus de Base est modifié par l’insertion du tableau suivant:

B.12 Informations

financières

historiques clés

sélectionnées

Les informations financières ci-après font état de l’information financière concernant

les revenus de l’Emetteur au 31 Mars 2017.

En M€, part totale T1

2017

T1

2016

Variation

(%)

Revenus locatifs bruts – Centres commerciaux 293,2 291,9 +0,4

Revenus locatifs bruts – Autres activités 7,3 7,9 -8,6

Total revenus locatifs bruts 300,4 299,8 +0,2

Revenus de gestion, d’administration

et autres produits (honoraires) 20,2 22,9 -12,0

Chiffre d’affaires total 320,6 322,8 -0,7

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SUMMARY OF THE PROGRAMME

The section Summary of the Programme set out on pages 20 to 34 of the Base Prospectus is amended as follows:

The section B.12 appearing on page 24 of the Base Prospectus is amended by the insertion of the following table:

B.12 Selected

historical key

financial

information

The financial information below relates to the Issuer revenues as at 31 March 2017.

In € millions, Total-Share basis Q1

2017

Q1

2016

%

Change

Gross rental income – Shopping centers 293.2 291.9 +0.4

Gross rental income – Other activities 7.3 7.9 -8.6

Total gross rental income total 300.4 299.8 +0.2

Management, administrative

and other income (fees) 20.2 22.9 -12.0

Total revenues 320.6 322.8 -0.7

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RECENT DEVELOPMENTS

The section Recent Developments set out on pages 127 to 128 of the Base Prospectus is completed by the

following press releases published by the Issuer on 26 April 2017 and 22 May 2017.

Press release

BUSINESS REVIEW FOR THE FIRST QUARTER OF 2017

P a r i s – A p r i l 2 6 , 2 0 1 7

– At €320.6 million, total revenues in line with Q1 2016, despite significant asset disposals in 2016 and early 2017;

– Shopping center gross rental income +0.4% to €293.2 million; – Retailer sales +0.6% on a like-for-like basis1 (on a 12-month rolling basis ended March 2017); – Accelerated leasing activity with 523 leases signed (vs 386 in Q1 2016), representing €10.0 million in

additional minimum guaranteed rents on a yearly basis (excluding new projects and extensions) vs €4.2 million in Q1 2016;

– Strong consumer response to Hoog Catharijne first redevelopment phase opening (footfall +11%) and Val d’Europe extension (footfall +31%);

– Further €100 million reduction in net debt at March 31, 2017 vs year-end 2016; net cost of debt reduced to less than 2.0% for the first quarter of 2017;

– Disposals completed and signed worth €213.0 million year-to-date. – 2017 outlook confirmed: net current cash flow per share expected between €2.35 and €2.40

KEY FINANCIALS

OPERATING PERFORMANCE

Total revenues

For the first quarter of 2017, gross rental income (total share) rose to €300.4 million from €299.8 million for

the same period last year, as the contribution from organic growth offset the impact of disposals

(−€6.3 million).

Shopping center gross rental income (GRI, total share) increased by 0.4%, or €1.3 million, to

€293.2 million in the period. Disposals completed in 2016 and early 2017 had a negative €5.9 million impact

on shopping center GRI while the contribution from index-linked adjustments was +0.7%.

GRI from other activities amounted to €7.3 million.

Management, administrative and related income (fees) totaled €20.2 million, down €2.7 million from

the first quarter last year due to seasonal effects.

Total revenues for the first quarter of 2017 reached €320.6 million, virtually unchanged versus the same

period last year.

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Retailer sales

On a rolling twelve-month basis, retailer sales were up by 0.6%. On a like-for-like portfolio basis,1 retailer

sales in Klépierre’s shopping malls declined by 0.6% in Q1 2017 compared to the same quarter last year,

mainly due to negative calendar effects: one less Saturday in January and one less working day in February

2017. This year, after a downward trend in January, broadly stable in February, retailer sales recovered in

March. These figures benefited from no contribution of extensions or recent developments.

In this context, retailers in France (−1.3%), Italy (−2.2%) and Scandinavia (−0.6%) posted slower sales in

the first quarter while Iberia (+0.4%) and CEE & Turkey (+6.6%) remained solid. In France, consumers

slowed spending ahead of the spring elections while, in Italy, retailer sales were impacted by increased

competition in Milan.

Leasing activity

Leasing activity was very dynamic. In the first quarter, Klépierre signed a total of 523 leases, representing

€10.0 million in additional annual minimum guaranteed rents (excluding contributions from extension and

greenfield projects), a clear acceleration compared to the first quarter of 2016 (386 leases and €4.2 million

in additional MGR).

Klépierre also accelerated the implementation of its “Destination Food” strategy, with the introduction

of innovative concepts such as Five Guys (Hoog Catharijne, Alexandrium), Grom (Val d’Europe, Prado),

Johnny Rockets (Lonato), Leon (Hoog Catharijne) and Wagamama (Prado). New dedicated food areas in

Hoog Catharijne (City Square, Pavillon), Val d’Europe (Place des Étoiles) and the Prado rooftop are further

enhancing the attractiveness of the food & beverage offering in Klépierre’s malls.

Leasing activity in France was bolstered by the launch of the re-leasing campaign at St.Lazare Paris,

which is capturing great reversion with trendy brands. NYX, Rituals, Levi’s, Calzedonia and Bialetti plan to

open new shops while leases with Petit Bateau and Pylones were renewed. In addition, in the first quarter

of 2018, Sephora will unveil one of its largest stores in the world (and 2nd largest in France) with a 1,000+

sq.m. store in a new and innovative concept. These successes underscore the relevance of Klépierre’s

strategy of transforming the St. Lazare hub into a disruptive retail destination. Sephora has also signed 4

additional leases for Klépierre malls: in Annecy Courier (renewal), Marseille Bourse (opening), Val d’Europe

(new concept) and Villiers-en-Bière (renewal).

In Spain, the ongoing implementation of the Clubstore® concept in Plenilunio has triggered an

acceleration of renewals and refurbishments, including Stradivarius and Pull&Bear (both including a store

extension), Okaïdi, C&A, Levi’s and Etam. New tenants, such as Skechers and Lush, are arriving and will

further improve Plenilunio’s position as one of the leading platforms in Madrid for international retailers.

After signing 24 leases with Inditex in 2016, Klépierre signed six additional leases in the first quarter of

2017, including a 3,000-sq.m. Zara store in Nový Smichov (Prague).

DEBT POSITION AND FINANCING UPDATE

On February 9, 2017, Klépierre issued a 10-year, €500 million bond with a 1.375% coupon2.

On March 13, 2017, Klépierre announced a share buyback program up to €500 million. As of April 25,

3,748,000 shares had been repurchased at an average €35.85 per share, representing an investment of

€134 million.

As of March 31, 2017, the Group’s consolidated net debt amounted to €8,510 million, a reduction of

€103 million compared to year-end 2016. Klépierre’s average debt duration remained stable at 6 years and

the net cost of debt continued to decrease below 2.0%.

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On April 25, 2017, the dividend was paid out to shareholders for a total amount of €562 million (€1.82

per share for fiscal year 2016).

DEVELOPMENT PIPELINE AND ASSET ROTATION

Successful delivery of two iconic projects

After three years of construction, on April 12, 2017, Klépierre unveiled a 17,000-sq.m. extension at

Val d’Europe (near Paris), bringing the French mall’s total sales area to more than 105,000 sq.m. The

extension features 30 new brands, including flagship stores. The Group is currently implementing the

Clubstore® concept through a refurbishment of the entire shopping center. Between April 12 and April 23,

Val d’Europe received 0.6 million visitors, a 31% increase compared to the same period last year3. Watch

the video here.

On April 6, 2017, the Group officially opened 16,000 sq.m. of new retail space, leased-up at 85%, at

Hoog Catharijne (Utrecht), the leading mall in the Netherlands. New stores were added to the shopping

center’s offering: on the fashion segment (Zara, Zara Home, Bershka, Stradivarius, NAME IT, WE, Men At

Work, Claudia Sträter, Bijou Brigitte, Manfield, Parfois, Nike, Jack & Jones, Vero Moda, Sissy-Boy,

Timberland), Food / Restaurant (Leon, Comptoir Libanais, Burger Federation, Five Guys, Vapiano, Exki and

McDonald’s new concept) or Health & Beauty (Yves Rocher, MAC, Rituals). Between April 5 and April 18,

the newly opened part of Hoog Catharijne received nearly 1.1 million visitors, an 11% increase compared to

the same period last year4.

Disposals signed for €213.0 million

Since January 1, 2017, Klépierre has completed disposals of non-core assets for €177.3 million5, across

Europe (Norway, Sweden, France and Spain). Based on 2016 rents, the implied yield of shopping centers

sold amounts to 5.7% while sale prices are slightly above the last appraised values. In addition, assets worth

€35.7 million are currently under sale or purchase promissory agreements.

OUTLOOK CONFIRMED

In 2017, Klépierre expects net rental income to continue to grow on a like-for-like basis, while operational

and financial costs should be further reduced. Assuming stable or lower net debt, Klépierre expects to

generate net current cash flow per share of between €2.35 and €2.40.

1 Like-for-like change is on a same-center basis and excludes the impact of asset sales and acquisitions. Retailer sales from the Dutch portfolio are

not included in these figures since Dutch retailers do not report sales to Klépierre. 2 For more information, please refer to the press release published on February 9, 2017, available on www.klepierre.com. 3 For more information, please refer to the press release published on April 11, 2017, available on www.klepierre.com. 4 For more information, please refer to the press release published on April 6, 2017, available on www.klepierre.com. 5 Total share, excluding duties.

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AGENDA

July 25, 2017

First-Half 2017 Earnings (press release after market close)

INVESTOR RELATIONS CONTACTS MEDIA CONTACTS

Hubert d’AILLIÈRES +33 (0)1 40 67 51 37 – hubert.daillieres@klepierre.com Julien ROUCH +33 (0)1 40 67 53 08 – julien.rouch@klepierre.com

Lorie LICHTLEN, Burson-Marsteller i&e +33 (0)1 56 03 13 01 – lorie.lichtlen@bm.com Camille PETIT, Burson-Marsteller i&e +33 (0)1 56 03 12 98 – camille.petit@bm.com

ABOUT KLÉPIERRE

The leading pure play shopping center property company in Europe, Klépierre combines development, property and asset management skills. The company’s portfolio is valued at €22.8 billion at December 31, 2016 and comprises large shopping centers in 16 countries in Continental Europe which altogether welcome 1.1 billion visitors per year. Klépierre holds a controlling stake in Steen & Strøm (56.1%), Scandinavia’s number one shopping center owner and manager. Klépierre is a French REIT (SIIC) listed on Euronext Paris and included in the CAC Next 20, EPRA Euro Zone and GPR 250 indexes. It is also included in ethical indexes, such as DJSI World and Europe, FTSE4Good, STOXX® Global ESG Leaders, Euronext Vigeo France 20 and World 120, and is ranked as a Green Star by GRESB (Global Real Estate Sustainability Benchmark). These distinctions underscore the Group’s commitment to a proactive sustainable development policy.

For more information: www.klepierre.com

This press release is available on Klépierre’s website: www.klepierre.com

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Press release

KLÉPIERRE ACQUIRES

NUEVA CONDOMINA,

THE LEADING RETAIL HUB

IN MURCIA AREA, SPAIN

P a r i s – M a y 2 2 , 2 0 1 7

Klépierre, the leading pure play shopping center property company in Europe, announced today that it has acquired Nueva Condomina, the leading shopping mall in the region of Murcia, Spain, for a property value of €233 million (including duties). Following this acquisition, Nueva Condomina becomes the third largest asset in Klépierre’s Spanish portfolio in terms of net rental income.

Covering approximately 110,000 sq.m. (a 73,000 sq.m. shopping center and 37,000 sq.m. retail park)

Nueva Condomina boasts an exceptional mix of 178 shops. In 2016, it attracted nearly 11 million visitors

and generated €257 million1 in retailer sales.

Klépierre purchased 100% of the shares of the Spanish entity that directly owns Nueva Condomina from

a subsidiary of BNP Paribas Fortis SA/NV. Klépierre financed the acquisition through available credit lines.

Based on current annualized net rental income (NRI) of €12.5 million (80% shopping center; 20% retail

park), the EPRA net initial yield amounts to 5.4%. Klépierre has been managing the entire retail site since

2012, and has already identified asset management and leasing initiatives which should result in an 18%

uplift in annualized NRI by 2019.2

A more detailed presentation of the acquisition is available on Klépierre’s website.

THE LEADING MALL IN THE MURCIA REGION

After Plenilunio in Madrid (March 2015) and Oslo City (December 2015), this new acquisition reflects

Klépierre’s strategy of focusing on retailers’ must-have destinations with high rental growth potential.

Nueva Condomina is the leading retail destination in the entire region around Murcia, Spain’s 7th largest

city. The mall is strategically located in a catchment area of 800,000 people. It is well connected to road

networks as well as to public transportation facilities, such as a dedicated tramway stop and two direct bus

lines connecting the Murcia City Center. The region also benefits from increasing tourist traffic (1 million in

2016). This translates into a higher basket at Nueva Condomina than the average of Klépierre’s Spanish

portfolio.

Opened in 2006, Nueva Condomina is a recently developed shopping mall with a good architectural

design. Its pleasant look-and-feel was further enhanced in 2014, thanks to a refurbishment (entrances, mall

corridors, food court, outdoor signage, etc.).

The mall is anchored by the largest Primark store (5,306 sq.m.) on Spain’s Southern Mediterranean

coast, the only Apple store in the region, as well as a 2,350 sq.m. H&M. The entire Inditex Group galaxy of

brands – Zara, Bershka, Massimo Dutti, Lefties, Oysho, Stradivarius, Zara Home and Zara Kids – is also in the

mall. In autumn 2017, the main Zara store’s extension from 1,912 sq.m. to 3,400 sq.m. is scheduled to

open. Together with Mango, C&A and New Yorker, these brands position Nueva Condomina as the leading

1 Including sales estimates for Apple, Primark, Cinesa and Leroy Merlin.

2 2019 targeted NRI vs current annualized NRI as of April 30, 2017.

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fashion destination in the Murcia area. Other anchors include Fnac and a 15-screen Cinesa movie theater

(more than 500,000 tickets per year).

The 178 shops are organized over two levels with an efficient and smooth layout. A 5,700-car parking

facility is connected to the mall and the retail park, which is anchored by Leroy Merlin, MediaMarkt and

Maisons du Monde (opened in May 2016).

STRONG VALUE CREATION POTENTIAL

In 2012, Klépierre Management España was appointed leasing and property manager of Nueva Condomina.

Since then, retailer sales3 and footfall have grown respectively by 35% and 15%. In the coming years,

Klépierre will further implement its Retail Only® operational strategy to accelerate re-tenanting and

optimize occupancy to ultimately enhance value creation. The occupancy rate is expected to increase to

90% by year-end 2017 (vs 85% in April 2017) and Klépierre is confident in its ability to capture high levels of

reversion, since occupancy cost ratios are below the average of its current portfolio in Spain (9.3% vs

13.5%).4 Given the lease expiration schedule, most of renewals and potential re-letting will take place after

2019.

By 20195, these new asset management and leasing initiatives should lead to an 18% net rental income

increase.

Pictures available on demand

3 Change excluding Primark and Apple sales, which do not report sales.

4 Occupancy cost ratios (OCR) excluding Primark and Apple, for which sales figures are not available. Average portfolio OCR is for

Iberia as of year-end 2016. 5 2019 targeted NRI vs current annualized NRI as of April 30, 2017.

AGENDA

July 25, 2017

First-Half 2017 Earnings (press release after market close)

INVESTOR RELATIONS CONTACTS MEDIA CONTACTS

Hubert d’AILLIÈRES +33 (0)1 40 67 51 37 – hubert.daillieres@klepierre.com Julien ROUCH +33 (0)1 40 67 53 08 – julien.rouch@klepierre.com

Lorie LICHTLEN, Burson-Marsteller i&e +33 (0)1 56 03 13 01 – lorie.lichtlen@bm.com Camille PETIT, Burson-Marsteller i&e +33 (0)1 56 03 12 98 – camille.petit@bm.com

ABOUT KLÉPIERRE

The leading pure play shopping center property company in Europe, Klépierre combines development, property and asset management skills. The company’s portfolio is valued at €22.8 billion at December 31, 2016 and comprises large shopping centers in 16 countries in Continental Europe which altogether welcome 1.1 billion visitors per year. Klépierre holds a controlling stake in Steen & Strøm (56.1%), Scandinavia’s number one shopping center owner and manager. Klépierre is a French REIT (SIIC) listed on Euronext Paris and included in the CAC Next 20, EPRA Euro Zone and GPR 250 indexes. It is also included in ethical indexes, such as DJSI World and Europe, FTSE4Good, STOXX® Global ESG Leaders, Euronext Vigeo France 20 and World 120, and is ranked as a Green Star by GRESB (Global Real Estate Sustainability Benchmark). These distinctions underscore the Group’s commitment to a proactive sustainable development policy.

For more information: www.klepierre.com

This press release and the Nueva Condomina power point presentation are available on Klépierre’s website:

www.klepierre.com

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PERSONS RESPONSIBLE FOR THE FIRST PROSPECTUS SUPPLEMENT

Person assuming responsibility for the First Prospectus Supplement

Jean-Michel Gault, membre du Directoire

Declaration by person responsible for the First Prospectus Supplement

After having taken all reasonable measures in this regard, I hereby certify that the information contained in the First

Prospectus Supplement is, to the best of my knowledge, in accordance with the facts and contains no omission likely to

affect its import.

Paris, 7 June 2017

Klépierre

26, boulevard des Capucines

75009 Paris

France

duly represented by

Jean-Michel Gault, membre du Directoire

Autorité des marchés financiers

In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with the General

Regulations (Réglement Général) of the Autorité des marchés financiers ("AMF"), in particular Articles 212-31 to

212-33, the AMF has granted to this First Prospectus Supplement the visa no. 17-261 on 7 June 2017. This First

Prospectus Supplement and the Base Prospectus may only be used for the purposes of a financial transaction if

completed by Final Terms. It was prepared by the Issuer and its signatories assume responsibility for it. In accordance

with Article L. 621-8-1-I of the French Code monétaire et financier, the visa was granted following an examination by

the AMF of "whether the document is complete and comprehensible, and whether the information it contains is

coherent". It does not imply an approval by the AMF of the opportunity of the transactions contemplated hereby nor that

the AMF has verified the accounting and financial data set out in it. This visa has been granted subject to the publication

of Final Terms in accordance with Article 212-32 of the AMF's General Regulations, setting out the terms of the

securities being issued.