GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Governance

Under the bylaws, the Board of Directors must be made up of a minimum of three and maximum of 18 members. Directors are appointed for four years. Exceptionally, to allow the staggered renewal of the terms of office of Directors, the Ordinary General Meeting may appoint one or more Directors for a period of two or three years. Observers are appointed for three years. At December 31, 2017, the Gecina Board of Directors is made up of ten members, 50% of whom are independent Directors and 50% are women. Ms. Méka Brunel, Director, performs the duties of Chief Executive Officer. Additional information on Executive Management procedures is provided in section 5.1.2.

The Board of Directors also includes, since September 7, 2017, an Observer, Mr. Bernard Carayon, whose main duty is to ensure compliance with the bylaws and the Board’s internal regulations. The Board also benefits from his skills and experience, notably in the fields of banking, risk management, CSR and asset management. It should be noted that since the total number of employees of the company and its subsidiaries is lower than the thresholds fixed by Article L. 225-27-1 of the French Commercial Code, there is no Director representing employees on the Board of Directors. However, in accordance with Article L. 2312-72 of the French Labor Code, members of the Works Council attend Board of Directors’ Meetings in an advisory capacity.

During 2017 the following movements occurred in the structure of the Board of Directors:

Name of Director/observer Mr. Rafael Gonzalez de la Cueva Independent Director Ms. Laurence Danon Arnaud Independent Director

Renewal

Appointment

Departure Comments

X

Expiry of his directorship at the end of the Annual General Meeting of April 26, 2017.

X

Appointment by the Annual General Meeting of April 26, 2017 for a four-year term, i.e ., until the end of the Annual General Meeting convened to approve the financial statements for the year ending December 31, 2020. This appointment is consistent with the company’s plan to diversify the structure of the Board of Directors in terms of expertise and gender equality. Renewal by the Annual General Meeting of April 26, 2017 for a four-year term, i.e ., until the end of the Annual General Meeting convened to approve the financial statements for the year ending December 31, 2020. The permanent representative of the company Ivanhoé Cambridge Inc. on the Gecina Board of Directors was Mr. William Tresham until October 13, 2017, on which date he was replaced by Mr. Sylvain Fortier. Appointment by the Board of Directors Meeting of September 7, 2017, for a period of three years, i.e . until the end of the Annual General Meeting convened to approve the financial statements for the year ending December 31, 2019. This appointment is subject to ratification by the Annual General Meeting to be held in 2018. Mr. Bernard Carayon, observer, is not taken into account when calculating the percentage of independent Directors nor when calculating gender representation on the Board of Directors.

05

Ivanhoé Cambridge Inc. Director

X

Mr. Bernard Carayon Observer

X

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GECINA - REFERENCE DOCUMENT 2017