MIFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines published by the European Securities and Markets Authority ("ESMA") on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 on insurance distribution, as amended (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

1

Final Terms dated 12 June 2023

KLEPIERRE

Legal Entity Identifier (LEI): 969500PB4U31KEFHZ621

Issue of €100,000,000 2.000 per cent. Notes due 12 May 2029 (the "Notes")

to be assimilated (assimilées) and form a single series with the existing

€600,000,000 2.000 per cent. Notes due 12 May 2029 issued on 12 May 2020

issued under the €7,000,000,000 Euro Medium Term Note Programme of Klépierre

Series no.: 14

Tranche no.: 2

HSBC

2

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the "Conditions") which are the 2019 Conditions which are incorporated by reference in the base prospectus dated 12 April 2023 which received approval number 23-114 from the Autorité des marchés financiers ("AMF") in France on 12 April 2023, as supplemented by the supplements to the base prospectus dated 15 May 2023 which received approval no. 23-162 from the AMF on 15 May 2023 and 5 June 2023 which received approval no. 23-203 from the AMF on 5 June 2023 (together, the "Base Prospectus") which together constitute a base prospectus for the purposes of Prospectus Regulation. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended.

This document constitutes the final terms of the Notes (the "Final Terms") described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Base Prospectus (including the 2019 Conditions incorporated by reference therein) in order to obtain all the relevant information. The Base Prospectus and the Final Terms are available for viewing on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.klepierre.com) where copies may be obtained.

1.

Issuer:

Klépierre

2.

(i)

Series Number:

14

(ii)

Tranche Number:

2

  1. Date on which the Notes become fungible :

The Notes will be assimilated (assimilées) and form a single series with the existing €600,000,000 2.000 per cent. Notes due 12 May 2029 issued on 12 May 2020 (the "Existing Notes") as from the date of assimilation which is expected to be on or about 40 days after the Issue Date (the "Assimilation Date") of this Tranche.

3.

Specified Currency or Currencies:

Euro ("€")

4. Aggregate Nominal Amount of Notes:

(i)

Series:

€700,000,000

(ii)

Tranche:

€100,000,000

5.

Issue Price:

86.516 per cent. of the Aggregate Nominal

Amount plus an amount of accrued interest of

€180,327.87 for the period from, and including,

12 May 2023 to, but excluding, 14 June 2023.

6.

Specified Denomination(s):

€100,000

7.

(i)

Issue Date:

14 June 2023

(ii)

Interest Commencement Date:

12 May 2023

8.

Maturity Date:

12 May 2029

9.

Interest Basis:

2.000 per cent. per annum Fixed Rate

(Further particulars specified below)

3

  1. Redemption/Payment Basis:
  2. Change of Interest or Redemption/Payment Basis:
  3. Put/Call Options:

13. Date of corporate authorisations for issuance of Notes:

Redemption at par

Not Applicable

Make-Whole Redemption

Residual Maturity Call Option

Clean-up Call Option

(Further particulars specified below)

Decision of Jean-Marc Jestin, Chairman of the Executive Board (Directoire) / Stéphane Tortajada, Chief Financial Officer (Directeur Financier) and member of the Executive Board (Directoire) of the Issuer dated 12 June 2023

14. Method of distribution:

Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Notes Provisions:

Applicable

(i)

Rate(s) of Interest:

2.000 per cent. per annum payable annually in

arrear

(ii)

Interest Payment Date(s):

12 May in each year commencing on 12 May

2024 up to and including the Maturity Date

(iii)

Fixed Coupon Amount:

€2,000 per Note of €100,000 in Specified

Denomination

(iv)

Broken Amount(s):

Not Applicable

(v)

Day Count Fraction:

Actual/Actual-ICMA

(vi)

Determination Date(s):

12 May in each year

16.

Floating Rate Notes Provisions:

Not Applicable

17.

Inverse Floating Rate Notes Provisions:

Not Applicable

18.

Fixed/Floating Rate Notes Provisions:

Not Applicable

19.

Zero Coupon Notes Provisions:

Not Applicable

PROVISIONS RELATING TO REDEMPTION

20.

Call Option:

Not Applicable

21.

Make-Whole Redemption:

Applicable

(i)

Make-Whole Redemption Margin:

+0.450 per cent. per annum

4

(ii)

Make-Whole Redemption Rate:

Reference Dealer Quotation

(iii)

Reference Screen Rate:

Not Applicable

(iv)

Reference Security:

0.250 per cent. Federal Government Bond of

Bundesrepublik Deutschland due February

2029, with ISIN DE0001102465

(v)

Reference Dealers:

As set out in the Conditions

(vi)

Calculation Agent:

Société Générale - Société Générale Securities

Services

  1. If redeemable in part:
  1. Minimum Redemption Amount:
  2. Maximum Redemption Amount:

22. Residual Maturity Call Option:

  1. Optional Redemption Date(s)
    1. Optional Redemption Amount(s) of each Note:
  1. Clean-upCall Option:
    1. Optional Redemption Amount(s) of each Note:
    1. Clean-UpPercentage:
  2. Put Option:
  3. Final Redemption Amount of each Note:
  4. Early Redemption Amount:
    Early Redemption Amount(s) of each Note payable on redemption for taxation reasons
    (Condition 6(e)) or for illegality (Condition 6(h)) or on event of default (Condition 9) or other early redemption:

€5,000 per Note of €100,000 Specified Denomination

€100,000 per Note of €100,000 Specified Denomination

Applicable

As from 12 February 2029

Final Redemption Amount (as specified in paragraph 25 below)

Applicable

Final Redemption Amount (as specified in paragraph 25 below)

25 per cent.

Not Applicable

€100,000 per Note of €100,000 Specified Denomination, subject to any partial redemption pursuant to paragraph 21(vii)

€100,000 per Note of €100,000 Specified Denomination, subject to any partial redemption pursuant to paragraph 21(vii)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27. Form of Notes:

Dematerialised Notes

5

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Disclaimer

Klépierre SA published this content on 22 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2023 15:35:06 UTC.