GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Compensation

Amount or accounting valuation (in €’000)

Compensation elements

Overview

Severance pay

N/A

Ms. Méka Brunel, in her capacity as CEO, is entitled to a severance pay in the event of forced departure. The amount of this payment and the terms thereof (contingent upon achievement of performance conditions) are described in section 5.1.5. Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code, the granting of this severance pay was subject to the procedure for related-party agreements and was approved by the Shareholders’ General Meeting of April 26, 2017.

Non-compete compensation Pension plan

N/A

Ms. Méka Brunel is not entitled to non-compete compensation.

N/A Ms. Méka Brunel does not have a supplementary pension plan with the Group. Ms. Méka Brunel was appointed Chief Executive Officer on January 6, 2017, and her fixed compensation is paid prorata temporis. (1)

Annual variable compensation of the CEO in respect of 2017 For 2017, the target variable compensation was set at 100% of the fixed portion of the compensation, which stands at €500,000, however with the possibility of achieving a maximum of 120% of the compensation if the target quantitative and/or qualitative performance criteria are exceeded. The quantitative criteria represented 60% of the variable compensation and the qualitative criteria represented 40%. Quantitative performance criteria: Target 60%/Maximum 75% The achievement of the quantitative performance criteria was established according to the grid below:

EBITDA % achieved/budget

NRI - GS % achieved/budget

Asset Value Return % real estate value creation Bonus

Bonus

Bonus

05

> 102

25% > 102

25% > IPD +1%

25%

20% Target

20% Target

20% Target

> 100

> 100

> IPD +0%

> 98 > 96 < 96

10% > 98 5% > 96 0% < 96

10% > IPD -0.5% 5% > IPD -1% 0% < IPD -1%

10%

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 45% The main qualitative performance criteria concerned: the implementation of the roadmap decided by the Board ■ and notably the acceleration of the strategy regarding the office portfolio; consolidation of the company’s position among leaders in ■ key non-financial ratings; innovation. ■ Like for the quantitative criteria, each qualitative criteria is quantified. The Board of Directors, on February 21, 2018, having reviewed these quantitative and qualitative performance

criteria, and at the recommendation of the Governance, Appointment and Compensation Committee, set the variable compensation of Ms. Méka Brunel in respect of the 2017 financial year at 120% of her fixed base compensation in 2017, i.e. €600,000. This 120% breaks down as follows: 75% for the achievement of quantitative criteria: ■ 25% for EBITDA, ■ 25% for net recurring income, ■ 25% for Gecina’s real estate investment performance ■ in relation to the IPD index; 45% for the achievement of qualitative criteria. ■

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GECINA - REFERENCE DOCUMENT 2017