GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Governance

Securities concerned Date of General Meeting (Term of authorization and expiry date) Performance shares (I) GM of April 21, 2016 – 18 th resolution (up to 26 months, expiring on June 21, 2018)

Restrictions

Use of authorizations

Maximum number of existing or yet-to-be-issued performance shares 0.5% of share capital on the day of the decision by the Board of Directors Shares granted to executive corporate officers: Maximum 0.2% of share capital on the day of the decision by the Board of Directors Maximum amount of capital increase 15% of initial issue 15% of original issue (A) + (C) + (D) + (E) + (F) + (G) + (J) limited to €147.50 million Maximum number of shares that can be purchased 10% of adjusted share capital or 5% in the event of share buybacks for external growth acquisitions Maximum number of shares that can be held by the company: 10% of share capital Maximum price of share buybacks: €150 per share Maximum overall amount of the share buyback program: €951,519,600 Maximum number of shares that can be canceled in 24 months 10% of shares comprising the adjusted share capital

Award of 53,810 shares to be issued on July 17, 2020

3. Issue with or without pre-emptive subscription right Increase of the number of shares to issue in case of capital increase (J) GM of April 26, 2017 – 19 th resolution (up to 26 months, expiring on June 26, 2019)

None

4. Share buyback Share buyback transactions GM of April 26, 2017 – 14 th resolution (up to 18 months, expiring on October 26, 2018)

1,842,534 shares purchased (1)

05

Reduction of share capital by cancellation of treasury shares GM of April 26, 2017 – 24 th resolution (up to 26 months, expiring on June 26, 2019)

None

It is specified that the share buyback transactions carried out in February, March and April 2017 were done so under the authorizations granted by the (1) General Meetings of April 21, 2016, and April 26, 2017.

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GECINA - REFERENCE DOCUMENT 2017