GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Compensation

TABLE SUMMARIZING THE COMPENSATION OF EACH EXECUTIVE CORPORATE OFFICER (TABLE 2)

12/31/2016 12/31/2017 Amounts due Amounts paid Amounts due Amounts paid

In €’000

Bernard Michel – Chairman of the Board of Directors Fixed compensation

550

550

550

550

Annual variable compensation Multi-year variable compensation Exceptional compensation Attendance fees Value of benefits in kind (new technologies) Value of benefits in kind (company car)

8

8

8

8

TOTAL

558

558

558

558

Méka Brunel - CEO (1) Fixed compensation

493 600

493

Annual variable compensation* Multi-year variable compensation Exceptional compensation

Severance pay Attendance fees Value of benefits in kind (new technologies) Value of benefits in kind (company car)

8

8

501

TOTAL

1,101

Philippe Depoux – Chief Executive Officer (2) Fixed compensation

05

408 380

400 424

8

8

Annual variable compensation* Multi-year variable compensation Exceptional compensation Severance pay

380

1,648

1,648

Attendance fees Value of benefits in kind (new technologies) Value of benefits in kind (company car)

8

8

TOTAL

2,444

832

8

2,036

The variable compensation due for year N-1 is paid in year N. * Ms. Méka Brunel was appointed Chief Executive Officer on January 6, 2017. (1) Mr. Philippe Depoux was Chief Executive Officer from June 3, 2013 to January 6, 2017. (2)

STOCK OPTIONS FOR THE PURCHASE OF NEW OR EXISTING SHARES AWARDED DURING THE YEAR TO EACH EXECUTIVE CORPORATE OFFICER BY THE ISSUER AND BY ANY GROUP COMPANY (TABLE 4) No stock option for new or existing shares was granted to executive corporate officers in 2017. STOCK OPTIONS FOR THE PURCHASE OF NEW OR EXISTING SHARES EXERCISED DURING THE YEAR BY EACH EXECUTIVE CORPORATE OFFICER (TABLE 5) No executive corporate officer exercised stock options for new or existing shares in 2017.

PERFORMANCE SHARES AWARDED TO EACH CORPORATE OFFICER (TABLE 6) Mr. Bernard Michel is not entitled to performance shares in respect of his term of office as Chairman of the Board of Directors. Ms. Méka Brunel, appointed Chief Executive Officer on January 6, 2017, did not receive any performance shares in 2017. PERFORMANCE SHARES THAT BECAME AVAILABLE FOR EACH CORPORATE OFFICER (TABLE 7) No performance share became available for corporate officers in 2017.

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GECINA - REFERENCE DOCUMENT 2017