MANDATE AS A MEMBER OF THE EXECUTIVE BOARD OF
Paris, May 25, 2022
At its meeting of May 24, 2022, the Supervisory Board of Klépierre SA noted that Jean-Michel Gault’s term of office as a member of the Executive Board would expire on June 21, 2022 and that he had agreed to keep his duties within Klépierre Management SNC to ensure a smooth transition within the teams.
The open-ended employment contract entered into between Klépierre Management SNC and Jean-Michel Gault on August 1, 1998, suspended since July 1, 2016, will automatically resume on June 22, 2022. The terms of termination of the contract are specified on page 287 of the Universal Registration 2021 of Klépierre SA.
The elements of compensation that will be paid to Jean-Michel Gault under his employment contract as of June 22, 2022 will be duly published in the 2022 Universal Registration Document of Klépierre SA.
The elements of compensation for Jean-Michel Gault as a member of the Management Board for the period from January 1, 2022 to June 21, 2022 are in accordance with the compensation policy published in the 2021 Universal Registration Document and approved by the shareholders during the last general meeting of the company. These components are detailed below.
Fixed compensation for 2022
Jean-Michel Gault’s fixed compensation for the 2022 financial year will be €480,000 payable pro rata temporis for the period from January 1, 2022 to June 21, 2022.
Short-term variable compensation for 2022
The short-term variable compensation of Jean-Michel Gault as a member of the Management Board for the 2022 financial year will be determined in 2023 and will be paid, pro rata temporis, for the period from January 1, 2022 to June 21, 2022, in accordance with the principles described in Section 188.8.131.52.2 (“Components of the compensation of members of the Management Board (excluding the Chairman) for the 2022 financial year”, “Short-term variable compensation for the 2022 financial year”) of Klépierre universal registration SA 2021.
The qualitative part of this remuneration will be measured by the application of several criteria relating to the management of financial operations and the improvement of the Group’s profitability, the management of tax risks, the management of the internal audit function and the investor relations.
Overall, the short-term variable compensation of Jean-Michel Gault as a member of the Management Board for the period from January 1, 2022 to June 21, 2022, is capped at 130% of his fixed annual compensation, prorated to the preceding period.
In accordance with Article L. 22-10-34 II paragraph 2 of the French Commercial Code (Trade code), the annual variable compensation due for fiscal year 2022 may only be paid after the Ordinary General Meeting of Klépierre SA shareholders called to approve the 2022 financial statements in 2023, payment being subject to its approval by this Assembly.
Long term incentive
Vesting of the long-term incentive plans granted to Jean-Michel Gault is subject to compliance with performance and presence conditions, assessed on the final vesting date of each plan concerned.
Jean-Michel Gault retaining his status as an employee under his employment contract which will take effect automatically from June 22, 2022, the termination of his term of office as a member of the Management Board does not, as such, have the effect to interrupt the vesting period for the purposes of assessing the applicable presence condition, in accordance with the rules of the plans concerned.
With regard to a non-renewal of office, Jean-Michel Gault will not receive any severance pay for his corporate office.
Specific pension scheme
Jean-Michel Gault is a beneficiary of the supplementary retirement plan for senior executives of Compagnie Bancaire, a plan closed and capped since December 31, 2000. The termination of his corporate office has, as such, no impact on this diet.
Other elements of compensation
The other benefits to which Jean-Michel Gault is entitled as a member of the Management Board of Klépierre SA, as described on page 287 of the 2021 Universal Registration Document of Klépierre SA, will end on June 21, 2022.
|Arnaud Courtial, Group IR and Financial Manager
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Paul Logerot, Head of IR
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Julia Croissant, IR Officer
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|Hélène Salmon, Corporate and Internal Communication Group Manager
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Wandrille Clermontel, Taddeo
Klépierre is the European leader in shopping centers, combining skills in property development and asset management. The Company’s portfolio is valued at €21.5 billion as of June 30, 2021 and includes major shopping centers in more than 10 continental European countries which together welcome hundreds of millions of visitors per year. Klépierre holds a majority stake in Steen & Strøm (56.1%), the leading owner and manager of shopping centers in Scandinavia. Klépierre is a French property company (SIIC) listed on Euronext Paris and is part of the CAC Next 20 and EPRA Zone Euro indices. It is also part of ethical indices such as Euronext CAC 40 ESG, MSCI Europe ESG Leaders, FTSE4Good, Euronext Vigeo Europe 120 and appears in the “A-list” of the CDP. These distinctions underline the Group’s commitment to a proactive sustainable development policy and its global leadership in the fight against climate change.
For more information, visit the newsroom on our website: www.klepierre.com
PR – JMG – Term expires