GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Compensation

The Board of Directors on January 6, 2017 agreed that

from these plans, particularly the performance conditions,

Mr. Philippe Depoux would retain the potential benefit of the remaining unchanged. performance shares awarded to him by the Board of Directors on February 19, 2015 and April 21, 2016; with Mr. Philippe Depoux exclusively exempted by the Board of Directors from compliance with the presence condition included in the plan regulations, with the other conditions

The regulations of the performance share plans specify, in Article 5.3 “Prohibition of hedging”, that: “Beneficiaries may not use any hedging instruments to hedge the risk inherent in their shares.”

OTHER INFORMATION (TABLE 11)

Compensation (1) or benefits due or likely to be due as a result of the termination of or change in duties

Compensation related to a non-compete clause

Supplementary pension plan

Employment contract

Yes

No

Yes

No

Yes

No

Yes

No

Corporate officers Bernard Michel – Chairman Date of appointment

x

x

x

x

02/16/2010

GM 2018

Date of expiry of term (2)

Méka Brunel - CEO

x

x

x

x

Date of appointment Philippe Depoux – CEO Date of appointment Date of expiry of term (3)

01/06/2017

x

x

x

x

06/03/2013

01/06/2017 Compensation in the event of termination of the duties of the CEO are presented in section 5.1.5. (1) The General Meeting of April 23, 2014 reappointed Mr. Bernard Michel as Director for a period of four years, which will end after the General Meeting (2) convened to approve the financial statements for the 2017 financial year. At its Meeting on January 6, 2017, the Board of Directors decided to end Mr. Philippe Depoux’s term of office as Chief Executive Officer. (3)

05

DIRECTORS’ COMPENSATION 5.2.4 The Combined General Meeting of April 24, 2015 set, for the year starting on January 1, 2015, the annual total amount of attendance fees granted to Directors at €800,000.

The table below presents the attendance sharing method as adopted by the Board of Directors which takes into account benchmarking studies and the recommendations of the AFEP-MEDEF Code.

Sharing method (in euros)

Annual fixed portion for each Director

20,000

Annual fixed portion for each Committee member Annual fixed portion for each Committee Chairman Variable portion by attendance at a Board Meeting Variable portion by attendance at a Committee Meeting The other methods relating to the payment of attendance fees are also described below: if an extraordinary Committee Meeting takes places (i) ■ during an interruption of a Board of Directors session, (ii) or immediately before, (iii) or immediately after, only the Board of Directors will give rise to compensation; should several Board of Directors’ Meetings be held on ■ the same day, especially on the day of the Annual

6,000

25,000

3,000 2,000

General Meeting, attendance of these Meetings by a Director shall be considered as only one attendance; as appropriate, capping amounts and any rebates at the ■ end of the year in order not to exceed the annual total amount authorized by the General Meeting and ensure a balance between the number of Meetings and each of the Committees.

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GECINA - REFERENCE DOCUMENT 2017