Gecina

Capital/Financing Update • Sep 22, 2017

Final Terms dated 22 September 2017

GECINA

Issue of €700,000,000 1.375 per cent. Notes due 26 January 2028 under the 8,000,000,000 Euro Medium Term Note Programme

Series No.: 17 Tranche No.: 1 Issue Price: 98.71 per cent.

BARCLAYS

BNP PARIBAS

CM-CIC MARKET SOLUTIONS

HSBC

MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A.

NATIXIS

SOCIÉTÉ GÉNÉRALE

As Joint Lead Managers

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 13 March 2017 which received visa no. 17-093 from the Autorité des marchés financiers ("AMF") in France on 13 March 2017, the first supplement to the base prospectus dated 26 June 2017 which received visa no. 17-299 from the AMF on 26 June 2017, the second supplement dated 21 July 2017 which received visa no. 17-377 from the AMF on 21 July 2017, and the third supplement dated 18 September 2017 which received visa no. 17-493 from the AMF on 18 September 2017 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 as amended, 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.amffrance.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.

2 (i) Series Number: 17 1 (ii) Tranche Number: Not Applicable (iii) Date on which the Notes will be assimilated (assimilables) and form a single Series: 3 Specified Currency or Currencies: Euro (€) 4 Aggregate Nominal Amount of Notes: (i) Series: €700,000,000
(ii) Tranche: €700,000,000
98.71 per cent. of the Aggregate Nominal Amount 5 Issue Price:
€100,000 6 Specified Denomination(s):
7 (i) Issue Date: 26 September 2017
Issue Date (ii) Interest Commencement Date:
8 Maturity Date: 26 January 2028
9 Interest Basis: 1.375 per cent Fixed Rate
Subject to any purchase and cancellation or early 10 Redemption/Payment Basis: redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
Not Applicable 11 Change of Interest Basis:

12	Put/Call Options:		Make-Whole Redemption by the Issuer
			Residual Call Option by the Issuer
			Restructuring Put Option
			Clean-up Call Option by the Issuer
			(further particulars specified below in items 20, 21, 22 and 23)
13	(i)	Status of the Notes:	Unsubordinated Notes
	(ii)	Dates of the corporate authorisations for issuance of the Notes:	Resolutions of the Board of Directors (Conseil d'administration) of the Issuer respectively dated 23 February 2017 and 20 June 2017 and decision of Mrs. Méka Brunel, Directrice Générale of the Issuer dated 21 September 2017
14		Method of distribution:	Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15		Fixed Rate Note Provisions:	Applicable
	(i)	Rate of Interest:	1.375 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Date(s):	26 January in each year commencing on 26 January 2018 (included) (not adjusted) There will be a short first coupon in respect of the first interest period from, and including, the Interest Commencement Date to, but excluding, the first Interest Payment Date falling on 26 January 2018
	(iii)	Fixed Coupon Amount:	€1,375 per Specified Denomination, subject to the provisions of subparagraph "Broken Amount" below
	(iv)	Broken Amount(s):	€459.59 per Specified Denomination payable on the first Interest Payment Date falling on 26 January 2018
	(v)	Day Count Fraction:	Actual/Actual-ICMA
	(vi)	Determination Dates:	26 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:	€14,000,000,000 0.5 per cent. German Federal Government Bond due August 2027 (ISIN: DE0001102424)
	(iv)	Reference Dealers:	As per Condition 6(d)
	(v)	Similar Security:	Determined by the Calculation Agent as per Condition 6(d)
	(vi)	Redemption Margin:	0.20 per cent. per annum
21		Residual Call Option by the Issuer:	Applicable
	(i)	Initial Residual Call Option Date:	26 October 2027
	(ii)	Notice period:	As per Condition 6(e)
22		Restructuring Put Option:	Applicable
23	Clean-up Call Option by the Issuer:		Applicable
24	Final Redemption Amount of each Note:		€100,000 per Note of €100,000 Specified Denomination
25	Early Redemption Amount:
	(i)	Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition 6(i)), for illegality (Condition 6(m)) or on event of default (Condition 9):	€100,000 per Note of €100,000 Specified Denomination
	(ii)	Redemption for taxation reasons permitted on days other than Interest payment Dates (Condition 6(i)):	Yes
	(iii)	Unmatured Coupons to become void upon early redemption (Materialised Notes only (Condition 7(f)):	Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

26		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
27	Financial	Centre(s) for the purpose of Condition 7(h):	TARGET 2
28		Talons for future Coupons or Receipts to be attached to Definitive Materialised Notes (and dates on which such Talons mature):	Not Applicable
29		Details relating to Instalment Notes:	Not Applicable
30		Redenomination, renominalisation and reconventioning provisions:	Not Applicable

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 the Issue Date.
	(iii)	Estimate of total expenses related to admission to trading (including AMF's fees)	€13,200
2	RATINGS
	Ratings:		The Notes to be issued are expected to be rated:
			S&P: BBB+
			Moody's: A3

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.europa.eu/supervision/credit-ratingagencies/risk) 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 USE OF PROCEEDS

The net proceeds from this issue of Notes will be applied by the Issuer for its general corporate purposes, including refinancing of its debt.

5 FIXED RATE NOTES ONLY – YIELD

Indication of yield: 1.511 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.

6 FLOATING RATE NOTES ONLY- HISTORIC INTEREST RATES

Not Applicable

7 OPERATIONAL INFORMATION

ISIN Code: FR0013284205

	Common Code: Depositaries:		168954522
	(i)	Euroclear France to act as Central Depositary	Yes
	(ii)	Common Depositary for Euroclear and Clearstream Luxembourg	No
	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Delivery: Names and addresses of initial Paying Agent(s): Names and addresses of additional Paying Agent(s) (if any): The aggregate principal amount of Notes issued has been translated into Euro at the rate of [currency] [] per Euro 1.00, producing a sum of:		Not Applicable
			Delivery against payment
			Société Générale Securities Services 32, avenue du Champ de Tir CS 30812 44308 Nantes CEDEX 3 France
			Not Applicable
			Not Applicable
8	DISTRIBUTION Method of distribution:
			Syndicated
	(i)	If syndicated, names of Joint Lead Managers:	Barclays Bank Plc BNP Paribas Crédit Industriel et Commercial S.A. HSBC Bank plc Mediobanca – Banca di Credito Finanziario S.p.A. Natixis Société Générale
	(ii)	Date of Subscription Agreement:	22 September 2017
	(iii)	Stabilising Manager(s) (if any):	Natixis
	If non-syndicated, name of Dealer: U.S. Selling Restrictions:		Not Applicable
			The Issuer is Category 2 for the purposes of Regulation S under the U.S. Securities Act of 1933, as amended.

TEFRA not applicable