GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Governance

Activities of the Board of Directors

5.1.3.3

To this end, it made decisions regarding various investment activities and more specifically, the acquisition of all shares in the company Eurosic, as well as the terms and conditions of this transaction. In this respect, the Board of Directors agreed the cost of the acquisition, in cash and securities, and approved the methods of financing for the transaction, comprising of bond issues of €1.5 billion and a capital increase with pre-emptive subscription right of €1 billion. At the same time, the Board of Directors also decided to put in place a disposal plan with a minimum amount of €1.2 billion, so as to maintain an LTV below 40%. This disposal plan is also in line with the company’s real estate portfolio rotation strategy. Strengthening governance - Implementation of the succession plan for the Chairman of the Board of Directors In line with actions undertaken since 2014, the Board of Directors confirmed its intention to follow the recommendations of the AFEP-MEDEF Code and the AMF, in particular regarding the appointment of independent Directors, gender representation and the expertise of Directors (see the diversity policy described in section 5.1.1). In addition, the Board of Directors, with the support of the Governance, Appointment and Compensation Committee, devoted the time necessary to prepare the succession plan for corporate officers, and in particular Mr. Bernard Michel, Chairman of the Board of Directors, whose mandate will expire at the end of the Ordinary General Meeting to be held in 2018. Mr. Bernard Michel will on this date also reach the age limit set by the Company's bylaws for the Chairman of the Board of Directors. As part of the implementation of this succession plan, the Board of Directors agreed, at its meeting of December 12, 2017, on the appointment of Mr. Bernard Carayon as Mr. Bernard Michel's successor, subject to Mr Bernard Carayon being appointed by the General Meeting as a company director. 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. With respect to issues of compensation, the Board of Directors expressed its opinion on the conditions of the termination of the duties of Mr. Philippe Depoux as CEO, on the various compensation elements of Ms. Méka Brunel, CEO, as well as on those of the Directors (see section 5.2). In this respect, the Board of Directors, assisted by the Governance, Appointment and Compensation Committee ensured compliance with the provisions of the AFEP-MEDEF Code and AMF recommendations on executive and Directors’ compensation. With respect to issues of compensation, the Board of Directors decided the conditions of the termination of the duties of Mr. Philippe Depoux as CEO, on the various compensation elements of Ms. Méka Brunel, CEO, as well as those of the Directors (see section 5.2). In this respect, the Board of Directors, assisted by the Governance, Appointment and Compensation Committee ensured compliance with the provisions of the AFEP-MEDEF Code and AMF recommendations on executive and Directors’ compensation.

in 2017 In addition to the exercise by the Board of Directors of its duties pursuant to the provisions of the law and market recommendations, 2017 was marked by a change in Executive Management and by the acceleration of the implementation of the company’s strategy with the acquisition of Eurosic. In this respect, the Board met nine times, with an attendance rate of 100%. Monitoring of the Group’s routine management The Board of Directors is regularly informed about changes in the Group’s activities and property holdings, as well as its financial position and cash flow. To this end, the Executive Management presents an overview of the Group’s business (landing forecast, rental management, disposals and investments, financing and overheads) at each Board of Directors’ Meeting. During 2017, the Board of Directors set up the Group’s 2016 annual and consolidated financial statements, the consolidated financial statements for the period ended March 31, June 30, and September 30, 2017, management forecasts, press releases as well as the annual and half-year financial reports and the Reference Document. It also monitored the execution of the budget for financial year 2017 and approved the budget for financial year 2018. The Board of Directors noted the capital increases resulting from subscriptions by members of the Group’s savings plan and performance share and stock option plans. It also renewed the authorization given to the CEO to grant deposits, endorsements and guarantees on behalf of the company within the limits restated above (see section 5.1.2.3). Pursuant to Article L. 225-40-1 of the French Commercial Code, the Board of Directors, after reviewing the related-party agreements signed and authorized in prior years whose performance continued in 2016, duly noted the continuation of these agreements. Change in Executive Management with a view to accelerating the implementation of the strategy The Board of Directors, meeting on January 6, 2017, unanimously decided to appoint Ms. Méka Brunel as Chief Executive Officer, to replace Mr. Philippe Depoux. With the appointment of Ms. Méka Brunel, the Board of Directors planned to accelerate the implementation of the company’s strategy and to reinforce its position as a leader on the Paris office property market, by prioritizing operational, financial and environmental performance. Authorization for real estate acquisition/development and disposal transactions in line with the defined strategy, including the acquisition of Eurosic The Board of Directors has ensured the implementation of the strategy with the objective of reinforcing its leadership on the Paris office property market, delivering yield and creating value for the company’s shareholders, taking a total return approach.

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GECINA - REFERENCE DOCUMENT 2017