GECINA - REFERENCE DOCUMENT 2017

03

CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated financial statements

December 19, 2017, Gecina and five other large European property companies decided to create a think tank, to bring together their thinking and share their experience and best practices on the topics of innovation and CSR. This forum for discussion and initiatives is complementary to the initiatives taken by each of these property companies. The forum can provide a framework for research projects and other initiatives aiming to increase the capacity for innovation among property companies and implement best practices in CSR matters. In compliance with the objective announced by Gecina at the time of the acquisition of Eurosic to carry out a disposals program of at least €1.2 billion, the Group had realized or secured, at the end of December 2017, the disposal of real estate assets or financial investments in the total amount of €571 million (Group share) of which €379 million were finalized, with the balance currently being under promise. Nearly half of the minimum program of arbitrage is therefore already secured, with an average premium on the latest appraisals on the order of 13%. These disposals concern non-strategic, secondary and/or mature assets, 74% originating from the historic scope of Eurosic. They also take into account the disposal of investments initially held by Eurosic in certain Parisian buildings. Eurosic Acquisition On June 21, 2017, Gecina announced, following the unanimous approval of its Board of Directors, its proposed acquisition of all the securities of Eurosic. This friendly operation between Gecina and Eurosic is supported by Eurosic’s six main shareholders, representing 94.8% of its capital, under firm agreements signed to sell blocks of securities and undertakings to tender securities for the mandatory public offer that will be submitted once the blocks have been acquired. This acquisition is in line with the Group’s total return strategy. Eurosic’s integration will be facilitated by Gecina’s new organization, which will be implemented starting from July. After the announcement of the business combination with Eurosic, the rating agencies confirmed Gecina’s high credit quality, with a rating of BBB+/positive outlook from

Standard and Poor’s and A3 from Moody’s with however, a change from stable outlook to negative outlook pending the completion of the announced divestment program aimed at bringing LTV below 40%. On June 27, 2017, as part of its friendly business combination with Eurosic, Gecina successfully placed a bond issue with three tranches for a total amount of €1.5 billion, with an average coupon of 1.3% and average maturity of ten years. Gecina thus placed €500 million for five years (maturing in June 2022) with a variable coupon based on the 3 month Euribor +38 bp (equivalent to a coupon of 0.5%), €500 million for 10 years (maturing June 2027) offering a coupon of 1.375% and €500 million for 15 years (maturing June 2032) offering a 2.0% coupon. These issues are effectively aligned with Gecina’s overall financing strategy, enabling it to extend the average maturity of its debt, reduce its average cost and optimize its credit maturities, while combining short-term flexibility with long-term security. On July 18, 2017, Gecina announced the launch of its capital increase with preservation of the preferential subscription right of shareholders for a gross amount of approximately €1 billion, whose subscription period was from July 21, 2017 to August 2, 2017 inclusive. On August 9, 2017, Gecina announced the success of its capital increase, leading to the issue of 9,062,091 new shares, for a gross amount raised (issue premium included) of €1,001,361,055.50. At the end of the subscription period on August 2, 2017, total demand reached approximately €2.7 billion, i.e. a subscription rate of approximately 267%. On August 29, 2017, Gecina acquired blocks of Eurosic shares and OSRA, bearing on a total of 38,122,108 shares and 17,126,902 OSRA. At the end of that transaction, Gecina thus held 85.4% of the diluted capital of Eurosic. On October 17, 2017, at the end of the publication of the results of the alternative public offer for simplified purchase and exchange, Gecina reached a holding rate of 99.75%. This result made it possible to begin the final step in the Eurosic acquisition with the mandatory squeeze-out and the delisting on October 24, 2017.

62 GECINA - REFERENCE DOCUMENT 2017

www.gecina.fr