Gecina

Capital/Financing Update • Jun 28, 2017

Final Terms dated 28 June 2017

GECINA

Issue of EUR 500,000,000 1.375 per cent. Notes due 30 June 2027 under the Euro 8,000,000,000 Euro Medium Term Note Programme

Series No.: 13 Tranche No.: 1 Issue Price: 99.067 per cent.

Names of Dealers

MORGAN STANLEY & CO. INTERNATIONAL PLC DEUTSCHE BANK AG, LONDON BRANCH BNP PARIBAS CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK GOLDMAN SACHS INTERNATIONAL NATIXIS SOCIETE GENERALE CM-CIC MARKET SOLUTIONS HSBC ING BANK N.V., BELGIAN BRANCH J.P. MORGAN SECURITIES PLC

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 and the supplement to the Base Prospectus dated 26 June 2017 which received visa no. 17-299 from the AMF on 26 June 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.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.

$\mathbf{1}$	Issuer:		Gecina
2	(i)	Series Number:	13
	(ii)	Tranche Number:	$\mathbf{1}$
	(iii)	Date on which the Notes will be assimilated (assimilables) and form a single Series:	Not Applicable
3		Specified Currency or Currencies:	EUR
4	Aggregate Nominal Amount of Notes:
	(i)	Series:	EUR 500,000,000
	(ii)	Tranche:	EUR 500,000,000
5	Issue Price:		99.067 per cent. of the Aggregate Nominal Amount
6	Specified Denomination(s):		EUR 100,000
7	(i)	Issue Date:	30 June 2017
	(ii)	Interest Commencement Date:	Issue Date
8	Maturity Date:		30 June 2027
9	Interest Basis:		1,375 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	Change of Interest Basis:		Not Applicable
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

$\overline{2}$

and $23$ )

13

Status of the Notes: $(i)$

Unsubordinated Notes

corporate of the $(ii)$ Dates authorisations for issuance of the Notes:

Resolution of the Board of Directors (conseil d'administration) of the Issuer dated 23 February 2017, resolution of the Board of Directors (conseil d'administration) of the Issuer dated 20 June 2017 and decision (décision d'émission) of Mrs Méka Brunel, Directeur Général of the Issuer adopted on 27 June 2017 and executed on 28 June 2017

Method of distribution: 14

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):	30 June in each year
	(iii)	Fixed Coupon Amount:	Specified EUR 1,375 per Note of EUR 100,000 Denomination not adjusted
	(iv)	Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction:	Actual/Actual-ICMA
	(vi)	Determination Dates:	30 June in each year
16	Floating Rate Note Provisions:		Not Applicable
17	Zero Coupon Note Provisions:		Not Applicable

PROVISIONS RELATING TO REDEMPTION

Ń.

18		Call Option:	Not Applicable
19		Put Option:	Not Applicable
20		Make-Whole Redemption by the Issuer:	Applicable
(Condition $6(d)$ )
	(i)	Notice period:	As provided in the Conditions
	(ii)	Redemption Rate:	As provided in the Conditions
	(iii)	Reference Security:	0.25 per cent. Federal Government Bund of the Bundesrepublik Deutschland due February 2027 with reference code DE0001102416
	(iv)	Reference Dealers:	As provided in the Conditions
	(v)	Similar Security:	As provided in the Conditions, issued by the Bundesrepublik Deutschland
	(vi)	Redemption Margin:	$0.20$ per cent.
			3

Residual Call Option by the Issuer: $21$

Applicable

30 March 2027

Applicable

Applicable

As provided in the Conditions

(Condition 6(e))

Initial Residual Call Option Date: $(i)$

$(ii)$ Notice period:

Restructuring Put Option: $22$

Clean-up Call Option by the Issuer: $23$

(Condition $6(j)$ )

Final Redemption Amount of each Note: 24

EUR 100,000 per Note of EUR 100,000 Specified Denomination

Early Redemption Amount: 25

• Early Redemption Amount(s) of each $(i)$ Note payable on redemption for taxation reasons (Condition 6(i)), for illegality (Condition 6(m)) or on event of default (Condition 9):
• taxation reasons Redemption for $(ii)$ permitted on days other than Interest Payment Dates (Condition 6(i)):
• Unmatured Coupons to become void $(iii)$ upon early redemption (Materialised Notes only (Condition 7(f)):

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):	Not Applicable
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		and Renominalisation Redenomination, reconventioning provisions:	Not Applicable
31		Consolidation provisions:	Not Applicable
32		Purchase in accordance with Article L. 213- 0-1 and D. 213-1 A of the French Code monétaire et financier:	Applicable

EUR 100,000 per Note of EUR 100,000 Specified Denomination

Yes

Not Applicable

• $33$ Possibility to request identification information of the Noteholders as provided by Condition $1(a)(i)$ :
• 34 Masse:

Applicable

Contractual Masse shall apply

Name and address of the Representative: MASSQUOTE S.A.S.

RCS 529 065 880 Nanterre

7 bis rue de Neuilly

92110 Clichy

France

Name and address of the alternate Representative:

Gilbert Labachotte

8 Boulevard Jourdan

75014 Paris

France

The Representative will receive a remuneration of EUR 450 (VAT excluded)

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 8,000,000,000 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: JEROME ENGLO ACCH Duly authorised

5

ÿ,

PART B-OTHER INFORMATION

LISTING / ADMISSION TO TRADING $\mathbf{1}$

Listing(s): $(i)$

Admission to trading: $(ii)$

Euronext Paris

EUR 7,300

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 30 June 2017.

Estimate of total expenses related $(iii)$ to admission to trading

RATINGS $\overline{2}$

Ratings:

The Notes to be issued have been rated BBB+ by S&P and A3 by Moody's.

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.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{\mathbf{3}}$

Save for any fees payable to the 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 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.

USE OF PROCEEDS $\overline{4}$

The net proceeds from this issue of Notes will be applied by the Issuer for its general corporate purposes and for Eurosic acquisition financing as described in the Supplement to the Base Prospectus dated 26 June 2017 (including through the partial refinancing of the 2.5 billion euro bridge facility entered into by the Issuer for the purposes of such acquisition on 20 June 2017).

FIXED RATE NOTES ONLY - YIELD 5

Indication of yield:

1.476 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.

FLOATING RATE NOTES ONLY- HISTORIC INTEREST RATES 6

Not Applicable

OPERATIONAL INFORMATION $\overline{7}$

FR0013266350 164171965

ISIN Code:

Common Code:

Depositaries:

Euroclear France to act as Central Yes $(i)$ Depositary

Common Depositary for Euroclear and N_o $(ii)$ Clearstream Luxembourg

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 been translated into Euro at the rate of has [currency] [•] per Euro 1.00, producing a sum of:

DISTRIBUTION 8

Method of distribution:

If syndicated, names of Managers: $(i)$

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

Syndicated

Deutsche Bank, AG, London Branch

Morgan Stanley & Co. International, plc

BNP Paribas

Crédit Agricole Corporate and Investment Bank

Goldman Sachs International

Natixis

Société Générale

Crédit Industriel et Commercial S.A.

HSBC Bank plc

ING Bank NV, Belgian Branch

J.P. Morgan Securities plc

Date of Subscription Agreement (if 28 June 2017 $(ii)$ any):

Stabilising Manager(s) (if any): $(iii)$

If non-syndicated, name of Dealer:

Morgan Stanley & Co. International, plc

Not Applicable

U.S. Selling Restrictions:

The Issuer is Category 2 for the purposes of Regulation
S under the U.S. Securities Act of 1933, as amended.

TEFRA not applicable