GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Governance

Agreements and commitments approved in previous years which remained in force during the financial year Pursuant to the provisions of Article L. 225-40-1 of the French Commercial Code, based on order 2014-863 of July 31, 2014, the agreements and undertakings mentioned above approved in previous financial years and which continued to be performed during the year, were reviewed by the Board of Directors’ Meeting of February 23, 2017, which duly noted the continuation of these agreements and commitments. Agreement entered into with Mr. Christophe Clamageran The Board of Directors’ Meeting of October 4, 2011 authorized the signature of a transaction with Mr. Christophe Clamageran, following the termination of his duties as CEO of the company. The agreement continued to be effective in 2017 on the following point: the right of Mr. Christophe Clamageran to retain the benefit of the stock options awarded to him at the Board Meetings of March 22, 2010 and December 9, 2010,

as the Board of Directors has waived for Mr. Christophe Clamageran the presence condition specified in the plan regulations governing these awards, while the other procedures of said plans remain unchanged. Mr. Christophe Clamageran received a total of 63,349 options under these plans. This agreement was approved by the Shareholders’ General Meeting of April 17, 2012 and ended on December 12, 2017, when Mr. Christophe Clamageran had exercised all of these options.

5.1.6

SPECIAL CONDITIONS GOVERNING THE ATTENDANCE OF SHAREHOLDERS AT GENERAL MEETINGS

The conditions governing shareholders’ attendance at General Meetings are specified in Article 20 of the bylaws and are restated in section 9.3 of the Reference Document, in the chapter on legal information.

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GECINA - REFERENCE DOCUMENT 2017