GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Governance

not have served as a director for the company for more than 12 years; the loss of the status of independent director occurs after 12 years; for non-executive corporate officers, not have received variable compensation in cash or securities or any compensation linked to the performance of the company or Group; directors representing major shareholders of the (viii) company are considered to be independent provided they are not involved in the control of the company. If Directors hold more than 10% of the share capital or voting rights, the Board, acting on the basis of a report issued by the Governance, Appointment and Compensation Committee, must systematically investigate compliance with the independence criteria, taking account of the shareholder structure and the existence of any potential conflicts of interest. (vi) (vii)

Pursuant to the aforementioned criteria, the Board of Directors concluded from its review on December 31, 2017, that five of its ten members qualify as independent Directors, namely: Ms. Isabelle Courville, Ms. Laurence Danon Arnaud, Ms. Dominique Dudan, Mr. Jacques-Yves Nicol and Ms. Inès Reinmann Toper. It is specified that on the day of publication of this report and among the independent Directors, only Ms. Dominique Dudan has had a business relationship with the company. The Board of Directors, according to both the quantitative and qualitative criteria, considers this business relationship to be insignificant to all parties and that it does not therefore affect the qualification of independence of Ms. Dominique Dudan.

Specific role assigned to an independent Director As part of the process of selling its hotel portfolio and on the recommendation of Executive Management, the Board of Directors has decided to assign a specific role to Ms. Dominique Dudan. This role, with a one-year term, notably includes the provision of advice and assistance in the selection of external stakeholders ( e.g . technical and legal service providers) and a review of the market approach methodology and associated marketing documentation. The extensive professional experience of Ms. Dominique Dudan in the hotel sector, in addition to her vast knowledge of the market, explain the company’s decision to assign such a role to her. In respect of this role, Ms. Dominique Dudan receives a fixed compensation of €40,000 excluding tax, compensation that is not significant compared to her overall revenue. As the amount of this compensation is not significant for any party and as it relates to a one-off role which is not likely to be extended or renewed, the Board of Directors considers it to be part of the normal order of the Directors’ involvement in the company’s business and that it does not therefore affect the independence of Ms. Dominique Dudan. The granting of this assignment to Ms. Dominique Dudan was subject to the procedure for related-party agreements (see Section 5.1.5).

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Shares held by Directors As stated in the internal regulations for the Board of Directors, each Director must own at least 40 shares for the duration of his or her term in office.

the company, carried out directly or through a third party on their own behalf or for any other third party under a mandate not applying to third party management services. Transactions carried out by people with close links to the Directors as described by the applicable regulations are also

Directors are responsible for reporting to the Autorité des concerned. This reporting obligation applies only when the marchés financiers (the French market regulator) with a copy total sum of transactions carried out over the course of the addressed to Gecina, within three trading days, transactions calendar year exceeds €20,000. involving company shares or any other security issued by

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GECINA - REFERENCE DOCUMENT 2017