CORIO : Confirmation of dividend distribution in connection with the recommended exchange offer

January 06, 2015 at 11:52 am EST

Joint Press Release
This is a joint press release by Corio N.V. and Klépierre S.A. in connection with the recommended public exchange offer by Klépierre S.A. for all the issued and outstanding ordinary shares in the capital of Corio N.V. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Corio N.V. or Klépierre S.A. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada and Japan. Capitalized terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

In connection with the recommended exchange offer made by Klépierre S.A. ("Klépierre") to acquire all issued and outstanding shares (the "Shares") of Corio N.V. ("Corio") (the "Offer"), as more fully described in the joint press releases of Klépierre and Corio of 29 July 2014 and 27 October 2014, Corio and Klépierre make the following announcements:

On 8 December 2014 Corio and Klépierre announced their intention to distribute on 12 January 2015 an interim dividend of € 1.03 per Share and an interim dividend € 0.91 per Klépierre share respectively. Klépierre and Corio hereby confirm the amounts of such interim dividends and the payment thereof in the manner set out below.

Corio Interim Dividend
The amount of the interim dividend to be distributed by Corio is € 1.03 per Share. Currently, 100,776,951 Shares are entitled to dividend. With effect from 8 January 2015 the Shares will go exdividend. The Corio interim dividend will be paid in cash minus 15% Dutch dividend withholding tax.

Date Action
8 January 2015   Corio ex-dividend date
9 January 2015   Corio record date
12 January 2015   Corio payment dividend

Klépierre Interim Dividend
Subject to the distribution by Corio, in order to maintain the Exchange Ratio of 1.14 New Klépierre Shares for each Share, Klépierre will distribute an interim dividend of € 0.91 per Klépierre share, which corresponds to the amount of the per Share dividend distributed by Corio divided by 1.14 and derives from all of the real estate businesses of the Klépierre Group exempt from corporate income tax (falling within the scope of the "SIIC" regime - French REIT regime).

Date Action
8 January 2015 Klépierre ex-dividend date
9 January 2015   Klépierre record date
12 January 2015   Klépierre payment dividend

All Klépierre shares, including the New Klépierre Shares received in the context of the Offer, and as the case may be, the proposed cross-border merger between Corio and Klépierre (the Merger), will be entitled to the remainder of the dividend to be paid by Klépierre for the fiscal year 2014 following the Klépierre annual shareholders' meeting to be held in 2015.