GECINA - REFERENCE DOCUMENT 2017

05

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Governance

5.1.7

SUMMARY OF FINANCIAL AUTHORIZATIONS

Securities concerned Date of General Meeting (Term of authorization and expiry date)

Restrictions

Use of authorizations

1. Issue with pre-emptive subscription right Capital increase by issue of shares and/or transferable securities giving access to share capital and/or the issue of transferable securities (A) GM of April 26, 2017 – 15 th resolution (up to 26 months, expiring on June 26, 2019) Capital increase by capitalization of reserves, profits or premiums (B) GM of April 26, 2017 – 22 nd resolution (up to 26 months, expiring on June 26, 2019) 2. Issue without pre-emptive subscription right Capital increase by issue of shares and/or marketable securities giving access to share capital in connection with a public offer (C) GM of April 26, 2017 – 16 th resolution (up to 26 months, expiring on June 26, 2019) Capital increase by issue of shares and/or marketable securities giving access to share capital in the event of a public exchange offer initiated by the company (D) GM of April 26, 2017 - 17 th resolution (up to 26 months, expiring on June 26, 2019) Capital increase by issue of shares and/or transferable securities giving access to share capital in connection with a private placement offer (E) GM of April 26, 2017 – 18 th resolution (up to 26 months, expiring on June 26, 2019) Capital increase as remuneration for contributions in kind (F) GM of April 26, 2017 – 20 th resolution (up to 26 months, expiring on June 26, 2019) Issue of shares at a freely-set price (G) GM of April 26, 2017 – 21 st resolution (up to 26 months, expiring on June 26, 2019)

Maximum amount of capital increase 15% of initial issue €100 million (A) + (C) + (D) + (E) + (F) + (G) + (J) limited to €147.50 million Maximum amount of capital increase 15% of initial issue €100 million Maximum amount of capital increase 15% of initial issue €47.50 million (A) + (C) + (D) + (E) + (F) + (G) + (J) limited to €147.50 million Maximum amount of capital increase 15% of initial issue €47.50 million Maximum amount of marketable securities representing debt securities €1 billion (A) + (C) + (D) + (E) + (F) + (G) + (J) limited to €147.50 million Maximum amount of capital increase 15% of initial issue €47.50 million (A) + (C) + (D) + (E) + (F) + (G) + (J) limited to €147.50 million Maximum amount of capital increase 15% of initial issue 10% of adjusted share capital (A) + (C) + (D) + (E) + (F) + (G) + (J) limited to €147.50 million Maximum amount of capital increase 15% of initial issue 10% of adjusted share capital per year (A) + (C) + (D) + (E) + (F) + (G) + (J) limited to €147.50 million Maximum amount of capital increase 15% of initial issue €2 million

Issue of 9,062,091 shares as part of the capital increase with pre-emptive subscription right. Issue of 84,536 shares from the stock option plans of 2010

None

None

Issue of 2,723,890 shares in exchange for Eurosic shares tendered to the public exchange offer

None

None

None

Capital increase through issues reserved for members of the company savings plans (H) GM of April 26, 2017 – 23 rd resolution (up to 26 months, expiring on June 26, 2019)

58,287 shares issued in November 2017

160 GECINA - REFERENCE DOCUMENT 2017

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