GECINA - REFERENCE DOCUMENT 2017

05

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Compensation

Mr. Bernard Michel, Chairman of the Board of Directors, ■ and Ms. Méka Brunel, Director and Chief Executive Officer, are not entitled to attendance fees; some extraordinary Committee Meetings held ■ immediately before Board of Directors’ Meetings, and the Board of Directors’ Meeting held after the Annual General Meeting of April 26, 2017 did not lead to any compensation. On this basis, the amounts of attendance fees paid in 2016 and 2017 were as follows:

As a result of the application of these rules, the variable portion linked to the regular attendance of Board Meetings and Committee Meetings outweighs the fixed portion. Mr. Bernard Carayon, Observer, is paid compensation in the same way as the Directors. Furthermore, it should be noted that: Directors linked to the Ivanhoé Cambridge group do not ■ receive attendance fees for reasons related to the internal policy of their group;

TABLE SUMMARIZING THE ATTENDANCE FEES AND OTHER COMPENSATION RECEIVED BY NON-EXECUTIVE CORPORATE OFFICERS (TABLE NO. 3 AMF GUIDELINE – AFEP-MEDEF CODE)

Amounts paid during the 2017 financial year (in euros)

Amounts paid during the 2016 financial year (in euros)

Non-executive corporate officers

Ivanhoé Cambridge Inc., represented by Mr. Sylvain Fortier Attendance fees

-

Other compensation Mr. Bernard Carayon (1) Attendance fees Other compensation Ms. Isabelle Courville Attendance fees

12,356

43,164

60,000

Other compensation Ms. Laurence Danon Arnaud (1) Attendance fees

40,808

Other compensation Ms. Dominique Dudan Attendance fees Other compensation (2) Mr. Claude Gendron Attendance fees

74,000

62,000

-

-

Other compensation Mr. Rafael Gonzalez de la Cueva (1) Attendance fees

76,000

27,263

Other compensation Mr. Jacques-Yves Nicol Attendance fees

93,000

81,000

Other compensation Predica, represented by Mr. Jean-Jacques Duchamp Attendance fees

91,000

80,000

Other compensation Ms. Inès Reinmann Toper Attendance fees

89,000

97,110

Other compensation TOTAL

460,537

466,164

Directors/Observer whose terms of office began or ended in 2017. (1) In addition to attendance fees, Ms. Dominique Dudan receives a fixed compensation of €40,000 excl. taxes in respect of a specific role assigned to her (2) by the Board of Directors (see section 5.1.5).

The company recorded no provision for Directors’ compensation and benefits.

172 GECINA - REFERENCE DOCUMENT 2017

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