GECINA - REFERENCE DOCUMENT 2017

05

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Governance

A summary of the transactions carried out in 2017 by officers, senior managers and/or people to whom they are closely linked, involving company shares, is presented below:

Financial instruments

Type of transaction

Number of transactions

Total amount

Declarer

Predica SA, Director

Shares Shares Shares Shares

Disposals Acquisition

5

€41,834,805.85 €35,435,234.64 €127,203,290.50

13

Subscription 1

Exchange Disposals Disposals

1 2 1

Debt securities

€157,397,040.00 €10,303,108.74

Omaha Investment SARL, legal entity linked to Ivanhoé Cambridge Inc., Director Utah Investment SARL, legal entity linked to Ivanhoé Cambridge Inc., Director Juno Investment SARL, legal entity linked to Ivanhoé Cambridge Inc., Director Sword Investment SARL, legal entity linked to Ivanhoé Cambridge Inc., Director

Pre-emptive subscription right

Shares

Subscription 1

€9,574,714.50 €5,821,094.04

1

Pre-emptive subscription right

Disposals

Shares

Subscription 1

€5,426,544.50 €9,282,548.46

1

Pre-emptive subscription right

Disposals

Shares

Subscription 1

€8,647,067.00 €7,095,167.70

1

Pre-emptive subscription right

Disposals

Shares

Subscription 1

€6,604,364.00

Méka Brunel, Chief Executive Officer

Pre-emptive subscription right

Disposals

1

€23,252.52

Share

Subscription 1

€257,796.50

Nicolas Dutreuil, member of the Executive Committee

Pre-emptive subscription right

Disposals

1

€6,443.39

Shares Shares

Disposals

1

€47,025.23 €85,637.10 €124,667.64

Subscription 2

Philippe Valade, member of the Executive Committee Vincent Moulard, member of the Executive Committee (until 07/10/2017)

1

Pre-emptive subscription right

Disposals

Shares

Disposals

1

€81,696.00

Rules about multiple offices The internal regulation of the Board of Directors (Article 2), in accordance with the recommendations of the AFEP-MEDEF Code and with the provisions of law no. 2015-990 of August 6, 2015 for growth, activity and equal economic opportunity (known as the “Macron Act”) with respect to the number of mandates of executive corporate officers and Directors, stipulates that: “Directors should devote the necessary time and attention to their duties and participate, as much as possible, in all Board Meetings and, as applicable, in the Meetings of the Committees to which they belong. A Director shall not hold more than four other offices in listed companies external to the Group, including foreign ones. Where a Director exercises executive functions in the company, such Director

must devote his/her time to the management of the company and shall not hold more than two other directorships in listed companies external to his/her Group, including foreign ones. He/she shall seek the approval of the Board before accepting another corporate office in a listed company.” Furthermore, the Directors’ charter (Article 16), which is an appendix to the Board of Directors’ internal regulations, specifies that “ The Director undertakes, for any new office of any kind, inside the Group, a French or foreign company, to contact the Chairman of the Board of Directors or the Secretary of the Board of Directors, in order to inform him/her, as necessary, of the conditions for compliance with the regulation applicable to the holding of multiple offices and the principles stemming from this charter ”.

148 GECINA - REFERENCE DOCUMENT 2017

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