GECINA - REFERENCE DOCUMENT 2017

CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated financial statements

Company transactions on treasury shares

Meeting convened to approve the financial statements for 2017. On a decision of the Board of Directors of February 23, 2017, Gecina granted, to an independent investment services provider, a mandate to purchase Gecina shares on its behalf, depending on market conditions, limited to a maximum of €300 million starting from February 24, 2017, for a term of one year. The 1,842,534 shares purchased were allocated to the remittance or exchange of shares as part of external growth transactions, in compliance with authorizations approved by the General Meetings of April 21, 2016 and April 26, 2017. As at December 31, 2017, a total of 2,169,611 treasury shares were held, i.e. 2.88% of the share capital. The treasury shares represent a total investment of €243.04 million, at an average price per share of €112.02.

The General Meeting of shareholders of April 26, 2017 renewed the authorization given to the company to purchase treasury shares on the stock market for a period of 18 months. The maximum purchase price was set at €150. The number of shares purchased by the company during the duration of the buyback program cannot exceed, at any time whatsoever, 10% of the shares comprising the company’s share capital, and 5% in the event of share buybacks aimed at external growth projects at the time of the transaction. The maximum number of shares that can be held, at any time whatsoever, is set at 10% of shares comprising the share capital. Given that the General Meeting of shareholders of April 26, 2017 granted authorization for a period of 18 months, a motion was submitted for its renewal, which will be submitted to the approval of the General

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COMPANY TRANSACTIONS ON TREASURY SHARES

Aggregate information 2017

% of share capital

Number of shares comprising the issuer’s share capital at December 31, 2017

75,363,444

Number of treasury shares at December 31, 2016

372,544 44,397

0.59% 0.06%

Options exercised in the year

Shares allocated in the options plans (2017 adjustment)

1,070

Share buyback

1,842,534

2.44%

Average price of share buybacks including transaction fees

€122.29

Liquidity contract

none

none

Number of shares purchased Number of shares sold Average purchase price Average sale price Number of treasury shares at December 31, 2017

2,169,611

2.88%

Dividend distributed during the year 3.5.9.2 Pursuant to the provisions concerning the regime of French listed real estate investment trusts (SIIC), the system selected by Gecina, a proposal by the General Meeting was made for the distribution, in 2018, of a dividend of €5.30 per share for the fiscal year 2017. Pursuant to Article 158 of the French General Tax Code and Article L. 221-31 of the French Monetary and Financial Code, the dividends distributed by listed real estate investment trusts (SIIC) to individual investors resident in France do not qualify for the 40% rebate. In addition, the 20% withholding tax introduced by Article 208C-II ter of the French General Tax Code is described below. Consequently, a proposal will be put to the General Meeting to appropriate 2017 earnings for the year as follows, and to decide, after taking into account: The profit of the year of € 333,385,491.70 ; ■ The allocation of the legal reserve for € - 8,946,603.00, ■

The carryforward of € 146,955,277.66, ■ Representing distribuable earnings of €471,394,166.36; ■ To distribute a dividend per share of €5,30 under the SIIC ■ tax regime, representing a maximum overall amount of €399,426,253.20 To retain the balance of € 71,967,913.16. ■ The total amount of the distribution above is calculated on the basis of the number of shares granting rights to a dividend as of December 31, 2017, i.e. 75,363,444 shares. This may change if the number of shares granting rights to a dividend changes between January 1, 2018 and the ex-date of the dividend based, in particular, on the number of treasury shares, the final allocation of free shares and the exercise of options (if the beneficiary is entitled to a dividend in accordance with the provisions of the plans in question). An interim payment of 50% of the 2017 dividend amount will be paid out on March 8, 2018 and the balance will be paid on July 5, 2018 for which shareholders will be able to choose to receive a payment in new shares or cash.

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GECINA - REFERENCE DOCUMENT 2017