Gecina

Capital/Financing Update • Jan 16, 2015

Final Terms dated 16 January 2015

————

GECINA

€500,000,000 1.50 per cent. Notes due 20 January 2025 under the 2,500,000,000 Euro Medium Term Note Programme

Series No.: 6 Tranche No.: 1 Issue Price: 99.256 per cent.

JOINT LEAD MANAGERS

BARCLAYS

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

HSBC

J.P. MORGAN

NATIXIS

SOCIETE GENERALE

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the Base Prospectus dated 14 March 2014 which received visa no. 14-081 from the Autorité des marchés financiers ("AMF") in France on 14 March 2014 and the first supplement to the Base Prospectus dated 22 July 2014 which received visa no. 14-430 from the AMF on 22 July 2014 and the second supplement dated 7 January 2015 which received visa no. 15-011 from the AMF on 7 January 2015 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus (including any supplement hereto) is available for viewing on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.gecina.fr) and during normal business hours at the registered office of Gecina and at the specified office of the Fiscal Agent or the Paying Agent where copies may be obtained.

1	Issuer:		Gecina
2	(i)	Series Number:	6
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will be assimilated (assimilables) and form a single Series:	Not Applicable
3	Specified Currency or Currencies:		Euro (€)
4	Aggregate Nominal Amount of Notes:
	(i)	Series:	€500,000,000
	(ii)	Tranche:	€500,000,000
5	Issue Price:		99.256 per cent. of the Aggregate Nominal Amount
6	Specified Denomination(s):		€100,000
7	(i)	Issue Date:	20 January 2015
	(ii)	Interest Commencement Date:	Issue Date
8	Maturity Date:		20 January 2025
9	Interest Basis:		1.50 per cent Fixed Rate (further particulars specified below)
10		Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
11	Basis:	Change of Interest or Redemption/Payment	Not Applicable

12	Put/Call Options:		Make-Whole Redemption by the Issuer Residual Call Option by the Issuer Restructuring Put Option (further particulars specified below in items 20, 21 and 22)
13	(i)	Status of the Notes:	Senior Notes
	(ii)	Dates of the corporate authorisations for issuance of the Notes:	Resolution of the Board of Directors (conseil d'administration) of the Issuer dated 20 February 2014 and decision of Mr Philippe Depoux, Directeur Général of the Issuer dated 12 January 2015

14 Method of distribution: Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15		Fixed Rate Note Provisions	Applicable
	(i)	Rate of Interest:	1.50 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Dates:	20 January in each year commencing on 20 January 2016, included (not adjusted)
	(iii)	Fixed Coupon Amount :	€1,500 per Note of €100,000 Specified Denomination
	(iv)	Broken Amount:	Not Applicable
	(v)	Day Count Fraction:	Actual/Actual-ICMA
	(vi)	Determination Dates:	20 January in each year
16	Floating Rate Note Provisions		Not Applicable
17	Zero Coupon Note Provisions		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
18	Call Option		Not Applicable
19	Put Option		Not Applicable
20	Make-Whole Redemption by the Issuer		Applicable
	(i)	Notice period:	As per Condition 6(d)
	(ii)	Redemption Rate:	As per Condition 6(d)
	(iii)	Reference Security:	1.00 per cent. German Federal Government Bund due August 2024 (DE0001102366)
	(iv)	Reference Dealers:	As per Condition 6(d)
	(v)	Similar security:	Reference bond or reference bonds issued by the German Federal Government having an actual or interpolated maturity comparable with the remaining term of the Notes that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable

maturity to the remaining terms of the Notes.

	(vi)	Redemption Margin:	0.17 per cent. per annum
21	Residual Call Option by the Issuer		Applicable
	(i)	Initial Residual Call Option Date:	20 October 2024
	(ii)	Notice period:	As per Condition 6(e)
22	Restructuring Put Option		Applicable
23	Final Redemption Amount of each Note		€100,000 per Note of €100,000 Specified Denomination
24	Early Redemption Amount
	(i)	Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition 6(h)) or on event of default (Condition 9):	Applicable
	(ii)	Redemption for taxation reasons permitted on days other than Interest payment Dates (Condition 6(h)):	Yes
	(iii)	Unmatured Coupons to become void upon early redemption (Materialised Notes only (Condition 7(f)):	Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25		Form of Notes:	Dematerialised Notes
	(i)	Form of Dematerialised Notes:	Bearer dematerialised form (au porteur)
	(ii)	Registration Agent:	Not Applicable
	(iii)	Temporary Global Certificate:	Not Applicable
26	Financial	Centre(s) for the purpose of Condition 7(h):	TARGET
27		Talons for future Coupons or Receipts to be attached to Definitive Materialised Notes (and dates on which such Talons mature):	Not Applicable
28		Details relating to Instalment Notes:	Not Applicable
	(i)	Instalment Amount(s):	Not Applicable
	(ii)	Instalment Date(s):	Not Applicable
29		Redenomination, renominalisation and reconventioning provisions:	Not Applicable
30		Consolidation provisions:	Not Applicable
31		Purchase in accordance with Article L. 213-1 A and D. 213-1 A of the French Code monétaire et financier:	Applicable

32 Masse: Contractual Masse shall apply

Name and address of the Representative:

MASSQUOTE S.A.S.U. RCS 529 065 880 Nanterre 7bis rue de Neuilly F-92110 Clichy France

Mailing address : 33, rue Anna Jacquin 92100 Boulogne Billancourt France Represented by its Chairman

Name and address of the alternate Representative:

Gilbert Labachotte 8 Boulevard Jourdan 75014 Paris France

The Representative will receive a remuneration of €450 (VAT excluded) per year.

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on Euronext Paris of the Notes described herein pursuant to the Euro 2,500,000,000 Euro Medium Term Note Programme of Gecina.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: Nicolas Dutreuil Duly authorised

PART B – OTHER INFORMATION

1 LISTING / ADMISSION TO TRADING

	(i)	Listing(s):	Euronext Paris
	(ii)	Admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 20 January 2015.
	(iii)	Estimate of total expenses related to admission to trading	€6,450
2	RATINGS

Ratings: The Notes to be issued are expected to be rated:

S&P: BBB+

Moody's: Baa1

Each of S&P and Moody's is established in the European Union, is registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation") and is included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europea.eu/page/List-registered-and-certified-CRAs) in accordance with CRA Regulation.

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Joint Lead Managers in connection with the Issue of the Notes, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

4 FIXED RATE NOTES ONLY – YIELD

Indication of yield: 1.581 per cent.

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5 FLOATING RATE NOTES ONLY- HISTORIC INTEREST RATES

Not Applicable

6 OPERATIONAL INFORMATION

ISIN Code: FR0012448025

Common Code: 116970155

Depositaries:

	(i)	Euroclear France to act as Central Depositary	Yes
	(ii)	Common Depositary for Euroclear and Clearstream Luxembourg	No
	Clearstream,	Any clearing system(s) other than Euroclear and Luxembourg and the relevant identification number(s):	Not Applicable
	Delivery:		Delivery against payment
	Names and addresses of initial Paying Agent: Names and addresses of additional Paying Agent(s) (if any):		Société Générale Global Issuer Services 32, avenue du Champ de Tir 44300 Nantes France
			Not Applicable
	of:	The aggregate principal amount of Notes issued has been translated into Euro at the rate of [currency] [] per Euro 1.00, producing a sum	Not Applicable
7		DISTRIBUTION
		Method of distribution:	Syndicated
	(i)	If syndicated, names of Joint Lead Managers:	Barclays Bank PLC Crédit Agricole Corporate and Investment Bank HSBC Bank plc J.P. Morgan Securities plc Natixis Société Générale
	(ii)	Date of Subscription Agreement (if any):	16 January 2015
	(iii)	Stabilising Manager(s) (if any):	Natixis
		If non-syndicated, name of Dealer:	Not Applicable
		U.S. Selling Restrictions:	The Issuer is Category 2 for the purposes of Regulation S under the United States Securities Act of 1933, as amended.

TEFRA rules not applicable