GECINA - REFERENCE DOCUMENT 2017

CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated financial statements

In connection with the contemplated acquisition by Gecina of the shares and securities giving access to the share capital of Eurosic, Gecina entered into the three following agreements on June 20, 2017: a share purchase agreement for the shares of Eurosic, ■ amounting to €449 million, was entered into with Predica as part of the acquisition of blocks of shares from Eurosic’s main shareholders; a commitment to tender was entered into between ■ Predica and Gecina pursuant to which Predica commits to tender its remaining Eurosic shares that were not sold to Gecina pursuant to the above-mentioned share purchase agreement, i.e. 1,099,807 Eurosic shares, to the exchange offer of the public offer; a memorandum of understanding was entered into ■ between Gecina and Eurosic, aimed in particular at organizing the terms and conditions of the cooperation between the two companies.

Taking into account the shareholding ties between Predica and Gecina, these agreements were unanimously approved by Gecina’s Board of Directors on June 20, 2017 (with the exception of Predica, which did not take part in the vote, in accordance with the procedure for related-party agreements and the Board of Directors’ bylaws). These agreements will be submitted to the next General Shareholders’ Meeting approval in line with the procedure for related-party agreements. A support and consulting contract - a one-year engagement letter - was signed on December 7, 2017 between Gecina and Dominique Dudan, independent director of the company. Under the terms of this agreement, a specific assignment as part of the process of selling the Company's hotel portfolio was given. Ms. Dominique Dudan's compensation for this assignment is established on the basis of a lump sum of € 40,000 excluding tax. This assistance and advisory contract - letter of engagement will be submitted, as part of the regulated agreements procedure, to the approval of the next General Meeting of Shareholders.

03

Group employees

3.5.9.4

Average headcount Management staff

12/31/2016

12/31/2015

12/31/2017

220 167

194 166

195 165

Employees and supervisors

Building staff

70

76

78

TOTAL

457

435

438

Stock options and performance shares

3.5.9.5

STOCK OPTIONS

Subscription or purchase price after adjustment of September 5, 2017*

Number of additional options after adjustment of September 5, 2017*

Options cancelled, expired or transferred

Number of options advanced

Subscription or purchase price

Total to exercise at 12/31/2017

Start date of exercise of options

Total to exercise at 12/31/2016

Options exercised in 2017

Residual life (in years)

Grant date

12/13/2007 12/13/2009 230,260 €103.52 €101.45

38,040 38,403 35,868 7,064 59,790 44,717 88,260 39,819

363

0

0.0 1.0 2.3

12/18/2008 12/18/2010 331,875 €36.80 04/16/2010 04/16/2012 252,123 €78.08 12/27/2010 12/27/2012 210,650 €83.55

€36.06 €76.52 €81.88

707 29,511 1,236 16,309 1,815 49,750

506 3.0 On August 11, 2017, the company issued 9,062,091 new shares, as part of the Capital Increase and, in order to preserve the rights of options holders, the * parameters of the options were adjusted on September 5, 2017.

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GECINA - REFERENCE DOCUMENT 2017