GECINA - REFERENCE DOCUMENT 2017

05

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Compensation

COMPENSATION 5.2 The information presented below, drafted with the assistance of the Governance, Appointment and Compensation Committee, reflects, in view of its presentation, the AFEP-MEDEF Code, the activity reports of the French council for corporate governance ( Haut Comité de Gouvernement d’Entreprise ), the AMF 2017 report on corporate governance and the compensation for officers and the guide for preparing annual reports updated by the AMF on April 13, 2015. CORPORATE OFFICERS Pursuant to Article L. 225-37-2 of the French Commercial Code, the principles and criteria used to determine, allocate and award the fixed, variable and exceptional elements comprising the total compensation and benefits of any kind attributable to the Chairman of the Board of Directors and to the Chief Executive Officer are presented below. The General Meeting of April 18, 2018 will be asked, on the basis of these elements, to approve the compensation policy for the corporate officers for 2018. To this end, two resolutions, set out below, will be presented in relation to the Chairman of the Board of Directors and the Chief Executive Officer, respectively. It should be noted that resolutions of this type will be submitted at least every year for the approval of the Shareholders’ General Meeting as required by law. If the General Meeting of April 18, 2018 does not approve these resolutions, compensation will be determined in line with the compensation policy that was approved for previous years, or, if there is no compensation policy that was previously approved, in line with the compensation allocated for the previous year or, if no compensation was paid for the previous year, in accordance with standard practice in the company. It should be noted that as of 2017, payment of the variable and exceptional compensation elements depends on the approval by an Ordinary General Meeting of the compensation elements for the corporate officer in question in respect of the previous financial year. Furthermore, it should be noted that the Board of Directors and the Governance, Appointment and Compensation Committee take into consideration and rigorously apply the principles recommended by the AFEP-MEDEF Code (exhaustiveness, balance between compensation elements, comparability, coherence, intelligibility of rules and measure). These principles apply to all elements of the corporate officers’ compensation. COMPENSATION POLICY FOR 5.2.1

Compensation policy for the

5.2.1.1

Chairman of the Board of Directors, non-executive corporate officer

Determination of the Chairman of the Board’s compensation is the responsibility of the Board of Directors and is based on the recommendations of the Governance, Appointment and Compensation Committee. In this context, the Board of Directors and the Governance, Appointment and Compensation Committee may take into consideration the benchmarking studies and, where applicable, the duties assigned to the Chairman of the Board of Directors in addition to the general duties stipulated by law. The compensation of the Chairman of the Board of Directors consists of a fixed compensation and of benefits in kind (company car and IT devices required to perform his duties). The Chairman of the Board receives no variable compensation in cash or securities or any performance-based compensation from the company and the Group. He does not receive attendance fees in his capacity as Director. Draft resolution submitted to the General Meeting of April 18, 2018 on the approval of the elements of the compensation policy for the Chairman of the Board of Directors The General Meeting, ruling under the quorum and majority conditions required for Ordinary General Meetings, having read the Board of Directors’ report on Corporate Governance prepared pursuant to Article L. 225-37-2 of the French Commercial Code, approves the compensation policy for the Chairman of the Board of Directors, as it is presented in this report. Determination of the Chief Executive Officer’s compensation is the responsibility of the Board of Directors and is based on the recommendations of the Governance, Appointment and Compensation Committee. In this context, the Board of Directors and the Governance, Appointment and Compensation Committee may take into consideration the benchmarking studies in addition to any non-recurring elements occurring over the course of the year. The CEO’s compensation includes a fixed compensation, an annual variable compensation, and performance shares as well as benefits in kind. A severance payment in the event of forced termination can also be awarded and depends on seniority and the achievement of performance conditions, pursuant to the provisions of the AFEP-MEDEF Code and the article L. 225-42.1 of the French Commercial Code. Compensation policy for the Chief 5.2.1.2 Executive Officer, executive corporate officer

162 GECINA - REFERENCE DOCUMENT 2017

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