GECINA - REFERENCE DOCUMENT 2017

ADDITIONAL INFORMATION

Statutory Auditors

Statutory Auditors’ special report on related party agreements and commitments

9.2.2.3

(General Meeting for the approval of the financial statements for the year ended December 31, 2017)

This is a free translation into English of the Statutory Auditors’ special report on related party agreements and commitments issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

GECINA SA 14-16, rue des Capucines 75084 PARIS CEDEX 02, France

Transaction and more generally because of their strategic interest. I - Share purchase agreement with Predica for Eurosic shares Under the terms of the agreement entered into on June 20, 2017, Gecina acquired in cash from Predica, Spirica and La Médicale de France (together “Predica”) (i) 7,940,230 of the 9,040,037 Eurosic shares held by Predica and (ii) all the subordinated bonds redeemable in shares ( obligations subordonnées remboursables en actions – OSRA) issued by Eurosic in June 2015 (the “2015 OSRA”) and held by Predica, i.e., 1,958,041 2015 OSRA. The purchase price of the shares and the 2015 ORSA was €51 (coupon detached). The shares were purchased on August 29, 2017 and the agreement expired on this date. ll - Commitment to tender between Predica and Gecina At the same time as the share purchase agreement above, on June 20, 2017 Predica entered into a second agreement with Gecina, under which it committed to tendering to the exchange portion of the public offer initiated by Gecina on August 30, 2017 on the outstanding Eurosic shares (the “Public Offer”), the shares that it did not sell to Gecina under the above share purchase agreement, i.e., 1,099,807 Eurosic shares. The Public Offer comprised (i) a cash portion (public tender offer) based on a price per Eurosic share (2017 coupon attached) or per OSRA (2015 OSRA interest coupon attached and 2016 OSRA interest coupon paid to 2016 OSRA holders on September 26, 2017 detached) of €51 and (ii) an exchange portion (public exchange offer) based on a ratio of 64 Gecina shares (2017 coupon attached) for 23 Eurosic shares (2017 coupon attached) or OSRA (2015 OSRA interest coupon attached and 2016 OSRA interest coupon paid to 2016 OSRA holders on September 26, 2017 detached). Pursuant to its commitment, on September 18, 2017 Predica tendered 1,099,648 Eurosic shares to the exchange portion of the Public Offer and 159 shares to the cash portion, representing all its remaining Eurosic shares. The agreement expired on the settlement/delivery date of the Public Offer, i.e., October 19, 2017. lll -Memorandum of understanding between Gecina and Eurosic On June 20, 2017, Gecina and Eurosic entered into a memorandum of understanding to establish the terms and conditions of their cooperation, including: the main terms and conditions of the Public Offer; ■

To the Shareholders, In our capacity as Statutory Auditors of Gecina SA, we hereby report to you on related-party agreements and commitments. It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of, as well as the reasons provided for, the agreements and commitments that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Under the provisions of article R.225-31 of the French Commercial Code ( Code de commerce) , it is the responsibility of the shareholders to determine whether the agreements and commitments are appropriate and should be approved. Where applicable, it is also our responsibility to provide shareholders with the information required by article R.225-31 of the French Commercial Code in relation to the performance during the year of agreements and commitments already approved by the General Meeting. We performed the procedures that we deemed necessary in accordance with the professional standards applicable in France to such engagements. These procedures consisted in verifying that the information given to us is consistent with the underlying documents. AGREEMENTS AND COMMITMENTS SUBMITTED FOR THE APPROVAL OF THE GENERAL MEETING Agreements and commitments authorized during the year In accordance with article L.225-40 of the French Commercial Code, we were informed of the following agreements and commitments authorized by the Board of Directors. Agreements in connection with the proposed acquisition by Gecina of shares and securities giving access to the share capital of Eurosic At its meeting on June 20, 2017, the Board of Directors authorized three agreements in connection with the proposed acquisition by Gecina of shares and securities giving access to the share capital of Eurosic (the “Transaction”). Director concerned: Predica, director and shareholder of Gecina and Eurosic. At the date of the agreements, it held more than 10% of the voting rights in both companies. The Board of Directors authorized the agreements in view of their value to the Company, in particular with respect to their anticipated positive effect on the completion of the

09

313

GECINA - REFERENCE DOCUMENT 2017