GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Compensation

In any case, in the event of such a decision by the Board: the payment of this exceptional compensation, the ■ amount of which will be assessed on a case-by-case basis by the Board of Directors, at the recommendation of the Governance, Appointment and Compensation Committee, depending on the event justifying it and the particular involvement of the party concerned, may not take place without prior approval from the shareholders pursuant to Article L.225-37-2 of the French Commercial Code; this decision will be made public immediately after it has ■ been taken by the Board of Directors; and it must be justified and the events leading up to it ■ explained. Benefits in kind The Chief Executive Officer may benefit from a company car in accordance with company policy, in addition to the health insurance and welfare benefits policies set up by the company. Severance payment in the event of termination of the CEO’s duties The Board of Directors may decide, subject to the provisions of Article L. 225-42-1 of the French Commercial Code and the AFEP-MEDEF Code, to grant a severance payment in the event of termination of the Chief Executive Officer’s duties. The performance conditions associated with this payment are applied over at least two financial years. They are strict and only allow payment to the CEO in the event of forced departure. The severance pay shall not, where applicable, exceed the sum of two years’ compensation (annual fixed and variable). As an example, the Board of Directors of January 6, 2017 decided that a severance payment would be granted to Ms.

Méka Brunel, CEO, in the event of forced departure. The calculation and performance conditions of this payment are detailed in Section 5.1.5 of this report.

The CEO shall not receive any attendance fees.

Draft resolution submitted to the General Meeting of April 18, 2018 on the approval of the elements of the compensation policy for the Chief Executive Officer 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 Chief Executive Officer, as it is presented in this report. PAID OR AWARDED FOR 2017 Pursuant to Article L. 225-100 of the French Commercial Code, the General Meeting rules upon the fixed, variable and exceptional elements comprising the total compensation and benefits of any kind paid or awarded in respect of the preceding financial year through specific resolutions for the Chairman of the Board of Directors and the Chief Executive Officer. The General Meeting must explicitly approve the payment of variable and exceptional compensation elements. The General Meeting of April 18, 2018 will thus be asked to rule upon the compensation elements paid or awarded in respect of the 2017 financial year to the Chairman of the Board of Directors and to the Chief Executive Officer, as described hereunder. COMPENSATION ELEMENTS 5.2.2

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GECINA - REFERENCE DOCUMENT 2017