GECINA - REFERENCE DOCUMENT 2017

03

CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated financial statements

The dividends distributed in the previous five financial years are set out below:

DIVIDENDS IN THE LAST FIVE YEARS

2013

2014

2015

2016

2017

Distribution

€289,204,282 €293,437,413 €316,303,100 €329,860,128 €399,426,253 62,870,496 63,104,820 63,260,620 63,434,640 75,363,444

Number of shares

Dividend under the SIIC system

€4.60

€4.65

€5.00

€5.20

€5.30 (1)

Proposal submitted for approval by the General Meeting called to approve the financial statements for 2017. (1)

Dividends not claimed at the end of a period of five years are time-barred and paid to the French tax authorities.

guarantors (SIF Espagne and Inmopark 92 Alicante) to pay jointly to FCC Construcción the sum of €5 million in principal, in addition to late penalties and court costs. In November 2014, FCC Construcción requested the execution of the aforesaid order against SIF Espagne, which made the corresponding payment. Bami Newco and SIF Espagne appealed to the Court of Cassation, but their appeal was dismissed in a judgment on January 11, 2017, thereby firmly and definitively closing the appeal. The corresponding provision of €5 million has been written back in the accounts of SIF Espagne and a debt has been recognized to Bami Newco and Inmopark 92 Alicante, on the assets side of the balance sheet, immediately written down for impairment due to the financial position of these two companies and their ongoing bankruptcy proceedings. The ensuing statements of claims were confirmed in the bankruptcy proceedings of Bami Newco and Inmopark 92 Alicante. In 2012, the company was informed about the existence of several guarantees granted by SIF Espagne, then represented by Mr. Joaquín Rivero: on January 14, 2010, concerning Bami Newco’s ■ repayment of a loan signed the same day in connection with a renewal with Caja Castilla La Mancha for a principal of €9 million, alongside Inmopark 92 Alicante, also a shareholder in Bami Newco and controlled by Joaquín Rivero. Through a payment of €5.2 million to Caja Castilla la Mancha in June 2012, the company definitively paid the balance of the guarantee granted to Bami Newco. SIF Espagne demanded the repayment of the €5.2 million from Bami Newco; this debt has been reported in the context of Bami Newco’s bankruptcy proceedings. It remains fully written down on Gecina’s consolidated balance sheet; on November 13, 2009, concerning Bami Newco’s ■ repayment of credit facilities granted to it until November 13, 2019 by Banco Popular for principal amounts of €3.3 million and €1.5 million respectively. The resulting contingent receivable was reported under the bankruptcy proceedings of Bami Newco. Pursuant to a letter dated June 17, 2014, Banco Popular called in one of its two guarantees and claimed the payment of €3 million from SIF Espagne. In June 2016 MHB Bank claimed payment of this guarantee as the assignee. The company studied and analyzed this claim and believes that it is not required as of this date to make the payment.

Related parties 3.5.9.3 The attendance fees paid to Directors appear in Note 5.2.4. A co-exclusive sale mandate for a building located in Neuilly-sur-Seine (Hauts-de-Seine) was concluded in May 2011, between Locare, a subsidiary of Gecina, and Resico, a subsidiary of Predica, shareholder and Director of the company. In this respect, Locare invoiced Resico the sum of €171.2 thousand for the financial year 2017. Bami Newco was the subject of insolvency proceedings commenced in June 2013. Gecina and SIF Espagne reported their receivables in the context of these bankruptcy proceedings. Bami Newco is neither consolidated nor booked under the equity method by Gecina since the Group has no control over that entity and significant influence. The liquidation plan sent to the parties in November 2015 is still in execution by the court-ordered liquidator. This plan shows a liability significantly higher than the remaining assets of Bami Newco, thereby confirming that it is unlikely for Gecina and SIF Espagne to recover their receivables, considered as subordinated debt. On January 22, 2016 Gecina and SIF Espagne filed pleadings seeking a classification of fraudulent bankruptcy and liability of the de facto and de jure Directors of Bami Newco and they continue to assert their rights and defend their interests in these proceedings. On December 14, 2007, Gecina advanced €9.85 million to Bami Newco in connection with the acquisition by Gecina group of a plot of land in Madrid. This agreement was approved by the Shareholders’ General Meeting of April 22, 2008. As a result of the repayments made, the balance on this advance that stood at €2.7 million was subject to a ruling on September 10, 2012, instructing Bami Newco to repay SIF Espagne. Bami Newco has appealed this ruling. An order handed down by the Madrid Appeal Court on January 18, 2013, confirmed the September 10, 2012 ruling. The resulting debt was reported under the bankruptcy proceedings of Bami Newco. A joint bond of €5 million involving SIF Espagne was granted to FCC Construcción for the development by Bami Newco of a corporate office in Madrid on behalf of FCC Construcción. The latter went to a Spanish court to demand the payment of this bond. On September 12, 2014, the Madrid Appeals Court ordered Bami Newco and its

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