GECINA - REFERENCE DOCUMENT 2017

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BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Governance

Furthermore, the Board of Directors decided, at its Meeting of February 21, 2018 and on recommendation of the Governance, Appointments and Compensation Committee, to propose to the Annual General Meeting convened to approve the financial statements for the year ending December 31, 2017: the renewal, for a period of four years, of the term of ■ office of Director of Ms. Méka Brunel and Mr. Jacques-Yves Nicol; the appointment as Director, for a period of four years, of ■ Mr. Bernard Carayon, to replace Mr. Bernard Michel; the appointment as Director, for a period of four years, of ■ Ms. Gabrielle Gauthey (1) , to replace Ms. Isabelle Courville who has resigned from her office as Director with effect as of the end of the 2018 Annual General Meeting. During the same meeting, the Board of Directors agreed on the appointment of Mr. Bernard Carayon as the new Chairman of the Board of Directors as of the end of the Annual General Meeting to be held in 2018, at which time Mr. Bernard Michel's term of office as a director and as Chairman of the Board of Directors will also expire. This appointment is subject to the above-mentioned approval of the General Meeting. Mr. Bernard Carayon has sat on the Board as an observer since September 7, 2017. His appointment as successor to

the Chairman of the Board of Directors would allow for a smooth transition, under the best possible conditions, when the time comes. Furthermore, subject to the votes of the shareholders and taking into account that Mr. Bernard Carayon and Ms. Gabrielle Gauthey, prior to their appointment, were considered by the Board of Directors as independent Directors pursuant to the criteria listed in the AFEP-MEDEF Code, the proportion of independent Directors would increase from 50% to 60% and the proportion of women on the Board of Directors would remain at 50%. The table below presents the age, nationality, gender, independence status, appointment on any Committees, term of office expiry date, number of Gecina shares held, attendance rate at Board and Committee Meetings of each Director, the Chief Executive Officer and the observer, as well as the list of terms of office held as at December 31, 2017 and any terms of office or positions held during the past five years and terminated. Unless otherwise indicated, all the terms of offices indicated are held outside the Group. Structure of the Board of Directors and the Executive Management team

Former student of the Ecole Polytechnique and graduate of Telecom Paris Tech and l’école des Mines of Paris, general mining engineer, (1) Ms. Gabrielle Gauthey is currently the Investment and local development director and member of the Etablissement Public et du Groupe Caisse des Dépôts (Deposits Fund Group and Public Establishment) management committee.

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