GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Compensation

Fixed compensation The gross annual fixed compensation is set by the Board of Directors and based on the recommendations of the Governance, Appointment and Compensation Committee, in accordance with the principles as recommended by the AFEP-MEDEF Code. This amount should in principle be reviewed only at relatively long intervals (time of the term of office). However, exceptional circumstances may give rise to its review during the year by the Board of Directors as a result of changes in the scope of responsibility or significant changes within the Company or the market. In these particular situations, the adjustment of the fixed compensation and the reasons for it will be made public. In application of these principles, with effect from January 1, 2018 and subject to approval by the 2018 Annual General Meeting of the CEO compensation policy, the Board of Directors, based on the work done by the Mercer firm to analyze a sampling of comparable companies, and on the recommendation of the Governance, Appointment and Compensation Committee, has set the annual fixed compensation of Ms. Méka Brunel at €650,000, an increase of €150,000 compared to 2017. This change in Ms. Méka Brunel's annual fixed compensation notably takes account of the change in the scope of responsibility following the Eurosic acquisition in 2017. Gecina is today the leading office real estate company in Europe. Annual variable compensation The rules for setting this compensation must be consistent with the annual assessment of the performance of the Chief Executive Officer and with the company’s strategy. These are contingent upon the performance of the CEO and the progress made by the company.

The Board specifically defines the quantifiable and qualitative criteria used to determine the annual variable compensation. The quantitative performance criteria will be based on the main financial indicators decided by the Board to assess the financial performance of the Group and, in particular, those provided to the market such as EBITDA, the net recurring earnings per share and the real estate investment performance of Gecina compared with the IPD index. The qualitative criteria will be set based on detailed objectives defined by the Board that reflect the implementation of the Group's strategic plan as well as other performance indicators or objectives intended to assess the level of achievement of overall or specific strategic initiatives. A maximum limit is set for each portion that corresponds to the quantitative and qualitative criteria, with the quantitative criteria carrying the most weight. These will account for 60% of the target variable compensation and the qualitative criteria for 40%. The maximum amount of variable compensation is determined as a percentage of the fixed compensation and is proportionately higher than this fixed portion. It is set at 100% of the CEO's fixed compensation, but it is possible to achieve a maximum of 150% of the fixed compensation if the target quantitative and qualitative performance criteria are exceeded. By way of example, for 2018, the target variable compensation of Ms. Méka Brunel, CEO, was set by the Board of Directors on February 21, 2018 at 100% of her fixed compensation, with however the possibility of reaching a maximum of 150% of fixed compensation if the target quantitative or qualitative performance criteria are exceeded. The quantitative criteria represent 60% of the target variable compensation and the qualitative criteria represent 40%.

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Quantitative performance criteria: Target 60% / Maximum 90% The achievement of the quantitative performance criteria will be established according to the grid below:

Asset Value Return % property value creation

EBITDA % achieved/budget

NRI - GS% achieved/budget

Bonus

Bonus

Bonus

> 102 > 100

30%

> 102

30%

> IPD + 1% 30% > IPD + 0% 20% Target > IPD - 0.5% 10%

20% Target

> 100 20% Target

> 98 > 96 < 96

10%

> 98 > 96 < 96

10%

5% 0%

5% 0%

> IPD - 1% > IPD - 1%

5% 0%

NRI - GS = Net Recurring Income - Group Share / IPD = Index that measures real estate investment performance in France. Qualitative performance criteria: Target 40% / Maximum 60% Each qualitative criterion is quantified:

Target bonus (40%)

Maximum bonus (60%)

Qualitative criteria

Realisation of the sales plan of 1.2 billion Euros, as announced at the time of the acquisition of Eurosic aiming for an LTV of 40% through arbitrages strengthening the centrality strategy Human resources policy, including the setting up of a leadership training programme for all the managers and a talent review as well as the drawing up of a succession plan for the company’s managers Continuation of the reflections on the changes relating to digital developments in real estate practices

1/3

1/3

1/3

1/3

1/3

1/3

Payment of the annual variable compensation of the CEO for 2018 is conditional upon its approval by the Ordinary General Meeting to be held in 2019.

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GECINA - REFERENCE DOCUMENT 2017