KLEPIERRE : Klépierre : Klépierre completes Post-Closing Acceptance Period in relation to its Offer for Corio

This is a joint press release by Klépierre S.A. ("Klépierre") and Corio N.V. ("Corio") pursuant to Section 17 Paragraph 4 of the Netherlands Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft, the "Decree") in connection with the public exchange offer by Klépierre for all the issued and outstanding shares in Corio. The Offer is made solely pursuant to the Offer Memorandum, dated 27 October 2014, approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada or Japan. Capitalized terms not defined in this press release will have the meaning as set forth in the Offer Memorandum dated 27 October 2014.

Joint Press Release                                                                                     
16 January 2015

Klépierre completes Post-Closing Acceptance Period in relation to its Offer for Corio

• Klépierre holds 93.6% of all Shares after the Post-Closing Acceptance Period
• Klépierre and Corio confirm their intention to implement the Merger

Paris/Utrecht, 16 January 2015 - Klépierre S.A. (Klépierre) (Euronext Paris and Amsterdam) and Corio N.V. (Corio) (Euronext Amsterdam) today announce that the post-closing acceptance period (na-aanmeldingstermijn) (the "Post-Closing Acceptance Period") relating to the recommended public exchange offer (the "Offer") for all of Corio's issued and outstanding ordinary shares ("Shares") expired at 17:40 hours CET on Friday, January 16, 2015. During the Post-Closing Acceptance Period, 9,628,837 Shares, representing approximately 9.6% of all Shares, were tendered. The Shares tendered in the Post-Closing Acceptance Period, together with the 84,727,783 Shares that were already held by Klépierre following Settlement of the Shares tendered in the Acceptance Period, represent approximately 93.6% of all Shares.

Shareholders who have accepted the Offer will receive 1.14 New Klépierre Shares (the "Offer Consideration") for each Share validly tendered (or defectively tendered, provided that such defect has been waived by Klépierre) and transferred for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions. Consequently, Klépierre will issue and deliver in the aggregate 10,976,874 New Klépierre Shares to the Shareholders that tendered their Shares in the Post-Closing Acceptance Period.

The Offer Consideration in respect of each Tendered Share transferred during the Post-Acceptance Period will be paid, at the latest, within 5 Business Days following the date on which the relevant Shareholder transferred its Shares to Klépierre.

Merger
Klépierre and Corio confirm their intention to implement the statutory cross-border merger between Klépierre and Corio ("the Merger") in accordance with the terms of the Merger Proposal. It is expected that the Merger will be completed on 31 March 2015. The exchange ratio to be applied in the Merger will be equal to the exchange ratio applied in the Offer, being 1.14 New Klépierre Shares for each Share.

Further information
The information in this press release is not intended to be complete. For further information in relation to the Offer explicit reference is made to the Offer Memorandum and Prospectus, which were published on 27 October 2014. The Prospectus is composed of (i) the Klépierre Registration Document filed with the AMF on 10 March 2014 under number D.14-0130:
http://inetbdif.amf-france.org/DocDoif/rdd/RAPOSTPdf/2014/2014-0130.pdf, (ii) the update of the Registration Document filed with the AMF on 27 October 2014 under number D.14-0130-A01, and (iii) the securities note (including the summary of the prospectus). In addition, Corio has made available the Position Statement, which contains the information required by Article 18 Paragraph 2 and Annex G of the Decree.

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum, the Prospectus, or the Position Statement. Additional information regarding the Offer is contained in the Offer Memorandum and the Position Statement.

Shareholders are advised to review the Offer Memorandum, the Prospectus, and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum, the Prospectus, and the Position Statement. Shareholders are also advised to consult their tax advisors regarding the tax consequences of tendering their Shares under the Offer.

The terms and conditions of the Merger are set forth in detail in the Merger Proposal, the special report submitted by the Klépierre Executive Board (which includes Document E, approved by the AMF on 27 October 2014), and the explanatory notes provided by the Corio Management Board (together the "Merger Terms"). Shareholders are also advised to review the Merger Terms in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Merger.

Digital copies of the Offer Memorandum, the Position Statement, the Prospectus, Document E and the Merger Terms are available on the Klépierre website (www.klepierre.com:
http://www.klepierre.com). Digital copies of the Position Statement, the Offer Memorandum, the Prospectus and the Merger Proposal with the explanatory notes provided by the Corio Management Board are available on the Corio website (www.corio-eu.com:
http://www.corio-eu.com). Digital copies of the Prospectus and Document E are also available on the AMF's website (www.amf-france.org:
http://www.amf-france.org). Copies of the Offer Memorandum, the Prospectus and Document E are also available free of charge at the offices of Klépierre and the Exchange Agent, at the addresses mentioned below. Copies of the Position Statement, the Offer Memorandum, the Prospectus and the Merger Proposal with the explanatory notes provided by the Corio Management Board are also available free of charge at the offices of Corio at the address mentioned below. The websites of Klépierre and Corio do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum, the Position Statement, the Prospectus or the Merger Proposal.

Exchange Agent
ABN AMRO Bank N.V. Gustav Mahlerlaan 10 1000 EA Amsterdam The Netherlands
Klépierre
Klépierre S.A. 26 boulevard des Capucines 75009 Paris France
Corio
Corio N.V. Hoog Catharijne Van Duvenborch Building Stationsplein 97 3503 RE Utrecht The Netherlands

Restrictions
The Offer is being made in the Netherlands with due observance of the statements, conditions and restrictions included in the Offer Memorandum. Klépierre reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been made in the manner set out in this Offer Memorandum.

The distribution of the Offer Memorandum and/or the making of the Offer in jurisdictions other than the Netherlands may be restricted or prohibited by law. The Offer is not being made, and the Shares will not be accepted for purchase from any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorizations, approvals or consents (to the extent applicable). Outside of the Netherlands, no actions have been or will be taken to make the Offer possible in any jurisdiction where such actions would be required. In addition, the Offer Memorandum has not been filed with or recognized by the authorities of any jurisdiction other than the Netherlands. Neither Klépierre, nor Corio, nor any of their advisors accept any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read Section 2 (Restrictions) and Section 3 (Important information) of the Offer Memorandum before taking any action. The release, publication or distribution of the Offer Memorandum and any documentation regarding the Offer or the making of the Offer in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restriction may constitute a violation of the law of any such jurisdiction.

United States of America
The Transactions will result in the acquisition of securities of a Dutch company and are subject to Dutch disclosure requirements, which differ from those of the United States. The financial information included or referred to herein has been prepared in accordance with non-U.S. accounting standards and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Offer will be made in the United States pursuant an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Securities Exchange Act"), and the issuance of Shares in the Transactions will be pursuant to an exemption from registration provided by Rule 802 under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and the Transactions will otherwise be made in accordance with the applicable regulatory requirements in the Netherlands. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

It may be difficult for U.S. holders of Shares to enforce their rights and any claims arising under the U.S. federal securities laws, since Klépierre and Corio are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

In accordance with standard Dutch practice and pursuant to Rule 14e-5(b) of the U.S. Securities Exchange Act, Klépierre or its nominees, or its brokers (acting as agents), or affiliates of Klépierre's financial advisors, may from time to time make certain purchases of, or arrangements to purchase, Shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be announced by press release in accordance with Article 13 of the Decree and posted on the website of Klépierre at (www.klepierre.com:
http://www.klepierre.com).

The Shares have not been registered in, and will not be registered with any securities regulatory authority of, any state or other jurisdiction of the United States, including the District of Columbia, Puerto Rico and Guam. Accordingly, any Shareholder in any jurisdiction of the United States may tender Shares under the Offer only if such Shareholder qualifies as an exempt investor meeting the applicable definition as set out in Section 21 of the Offer Memorandum (Exempt investors in U.S. Jurisdictions).

Canada and Japan
The Offer and any solicitation in respect thereof is not being made, and will not be made, directly or indirectly, in or into Canada or Japan, or by use of the mails, or by any means or instrumentality of interstate or foreign commerce, or any facilities of a national securities exchange, of Canada or Japan. This includes, but is not limited to, post, facsimile transmission or any other electronic form of transmission and telephone. Accordingly, copies of the Offer Memorandum and any related press announcements, acceptance forms and other documents are not being sent and must not be mailed or otherwise distributed or sent in, into or from Canada or Japan or, in their capacities as such, to custodians, nominees or trustees holding Shares for persons residing in Canada or Japan. Persons receiving the Offer Memorandum and/or such other documents must not distribute or send them in, into or from Canada or Japan, or use such mails or any such means, instrumentality or facilities for any purpose in connection with the Offer; so doing will invalidate any purported acceptance of the Offer. Klépierre will not accept any tender by any such use, means, instrumentality or facility from within Canada or Japan.

Tender and transfer of Shares constitute a representation and warranty that the person tendering the Shares (i) has not received or sent copies of the Offer Memorandum or any related documents in, into or from Canada or Japan and (ii) has not otherwise utilized in connection with the Offer, directly or indirectly, the mails or any means or instrumentality including, without limitation, facsimile transmission and telephone of interstate or foreign commerce, or any facility of a national securities exchange of, Canada or Japan. Klépierre reserves the right to refuse to accept any purported acceptance that does not comply with the foregoing restrictions, and any such purported acceptance will be null, void and without effect.

Forward-looking statements
This announcement includes forward-looking statements. Forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future. These statements are based on the current expectations of Klépierre and Corio and are naturally subject to uncertainty, changes and circumstances. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", anticipates", "targets", "estimates" and words of similar impact.

About Klépierre
A leading shopping center property company in Europe, Klépierre combines development, rental, property, and asset management skills. Its portfolio is valued at 21.3 billion euros on 30 June 2014, including on a proforma basis, the acquisition of Corio in January 2015, and essentially comprises large shopping centers in 16 countries of Continental Europe. Klépierre holds a controlling stake in Steen & Strøm (56.1%), Scandinavia's number one shopping center owner and manager.

Klépierre's largest shareholders are Simon Property Group, world leader in the shopping center industry, BNP Paribas and APG.

Klépierre is a French REIT (SIIC) listed on Euronext ParisTM and is included in the SBF 80, the EPRA Euro Zone, and the GPR 250 indexes. Klépierre is also included in several ethical indexes - DJSI World and Europe, FTSE4Good, STOXX® Global ESG Leaders, Euronext Vigeo France 20 and Eurozone 120 - and is a member of both Ethibel Excellence and Ethibel Pioneer investment registers. Klépierre is also ranked as a Green Star by GRESB (Global Real Estate Sustainability Benchmark). These distinctions mark the Group's commitment to a voluntary sustainable development policy.

About Corio
Corio is a leading pan-European retail property company, specializing in the selection, development, redevelopment, and management of shopping centers. 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. Corio's headquarters are in Utrecht, Netherlands.

The strategy of Corio is to create Favourite Meeting Places, as the success of a shopping center originates from the number of visitors we can attract: sustainable centers where people like to meet, spend time and shop; places they want to return to.

The company's shares are traded on Euronext NYSE in Amsterdam. Under Dutch law, Corio is a closed-end fiscal investment institution (FBI). It has SIIC status in France.

INVESTOR RELATIONS CONTACTS

KLEPIERRE                           
Vanessa FRICANO - [phone] / [e-mail]:
mailto:[e-mail]
Julien ROUCH - [phone] / [e-mail]:
mailto:[e-mail]

CORIO
Ingrid PRINS - [phone] / [e-mail]:
mailto:[e-mail]

MEDIA CONTACTS

FRANCE
Jérôme BISCAY - [phone] / [e-mail]:
mailto:[e-mail]
Aurélia DE LAPEYROUSE - [phone] / [e-mail]:
mailto:[e-mail]

NETHERLANDS
Dirk DELMARTINO - [phone] / [e-mail]:
mailto:[e-mail]
Geert PIELAGE - + 31 20 575 40 85 / [e-mail]:
mailto:[e-mail]

UNITED KINGDOM
Marleen GEERLOF - [phone] / [e-mail]:
mailto:[e-mail]

PR_KLEPIERRE_RESULTS_POST_ACCEPTANCE_16JAN2015_UK_FINAL:
http://hugin.info/155397/R/1887825/667919.pdf

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Klépierre via Globenewswire

HUG#1887825