Gecina

AGM Information • May 7, 2021

GECINA

A French limited liability company (société anonyme) with a share capital of €573,949,530 Registered office: 14-16, Rue des Capucines – 75002 PARIS, FRANCE 592 014 476 RCS PARIS ("Gecina" or the "Company") ____

1. APPROVAL OF THE ALLOCATION OF AN AMOUNT EQUIVALENT TO THE PROCEEDS BY THE HOLDERS OF THE NOTES WHICH COULD VALIDLY DELIBERATE DURING THE GENERAL MEETINGS ON FIRST CONVOCATION HELD ON MAY 6, 2021 (SEE LIST BELOW)

and

2. SECOND CONVOCATION FOR GENERAL MEETINGS OF THE HOLDERS OF THE NOTES WHICH COULD NOT VALIDLY DELIBERATE DURING THE GENERAL MEETINGS ON FIRST CONVOCATION HELD ON MAY 6, 2021 (SEE LIST BELOW)

1. APPROVAL OF THE ALLOCATION OF AN AMOUNT EQUIVALENT TO THE PROCEEDS BY THE HOLDERS OF THE NOTES WHICH COULD VALIDLY DELIBERATE DURING THE GENERAL MEETINGS ON FIRST CONVOCATION HELD ON MAY 6, 2021

Issue of €300,000,000 (of which €200,200,000 are outstanding) 2.875% per annum due May 30, 2023, issued by the Company on May 30, 2013 ISIN : FR0011502814 – Common Code : 93723040 (the "Notes FR0011502814")

Issue of €500,000,000 1.625% per annum due March 14, 2030, issued by the Company on March 14, 2018 ISIN: FR0013322989, – Common Code: 179146894 (the "Notes FR0013322989")

Issue of €500,000,000 Euribor 3 months + 0.38% per annum due June 30, 2022, issued by the Company on June 30, 2017 ISIN: FR0013266343 – Common Code: 164163377 (the "Notes FR0013266343")

Issue of €500,000,000 (of which €377,800,000 are outstanding) 2.00% per annum due June 17, 2024, issued by the Company on June 17, 2015 ISIN : FR0012790327– Common Code : 124687977 (the "Notes FR0012790327")

Issue of €500,000,000 1.50% per annum due January 20, 2025, issued by the Company on January 20, 2015 ISIN : FR0012448025– Common Code : 116970155 (the "Notes FR0012448025")

Issue of €700,000,000 1.625% per annum due May 29, 2034, issued by the Company on May 29, 2019 and on October 30, 2020 ISIN: FR0013422227, – Common Code: 200437721 (the "Notes FR0013422227")

Issue of €100,000,000 3.00% per annum due November 6, 2023, initially issued by Foncière de Paris SIIC on November 6, 2015 and which issuance contract has been assigned to the Company by a transfer agreement entered into between Foncière de Paris SIIC and the Company on May 22, 2018 ISIN Code: FR0013048196, – Common Code: 131793391 (the "Notes FR0013048196")

Issue of €500,000,000 2.75% per annum due November 6, 2022, initially issued by Foncière de Paris SIIC on November 6, 2015 and which issuance contract has been assigned to the Company by a transfer agreement entered into between Foncière de Paris SIIC and the Company on May 22, 2018 ISIN Code: FR0013048204, – Common Code: 131793405 (the "Notes FR0013048204") Issue of €500,000,000 3.00% per annum due July 13, 2021, initially issued by Foncière de Paris SIIC on July 10, 2014 and which issuance contract has been assigned to the Company by a transfer agreement entered into between Foncière de Paris SIIC and the Company on May 22, 2018 ISIN Code: FR0012031599, – Common Code: 108650583 (the "Notes FR0012031599")

Paris, France, on May 7, 2021

The Company hereby announces that the project of the allocation of an amount equivalent to the proceeds, by which the Company's objective is to requalify its existing bond debt as green bonds, by allocating, as from the date of adoption of the Resolutions by the General Meeting, an amount equivalent to the proceeds of the Notes to the financing or the refinancing of a portfolio of eligible green assets, as they meet the environmental criteria described in the Gecina's Green Bond Framework (the "Allocation of an Amount Equivalent to the Proceeds"), has been approved, in accordance with Articles L. 228-65, I of the French Code de commerce, by the general meetings of the holders of the Notes (individually a "Noteholder", and collectively the "Noteholders") of the Series listed above held on May 6, 2021 (on first convocation) in closed session (huis clos), at the registered office of the Company, without the physical presence of the Noteholders (together, the "General Meetings" and individually a "General Meeting"). The general meetings of the noteholders of the other series which could not validly deliberate on first convocation, as the required quorum was not reached, will be convened to general meetings on second convocation.

The result of the Noteholders' votes on the resolutions submitted to the General Meetings (the "Resolutions") is detailed in the table below, for the relevant Series:

Resolution	Series	Status
		(adopted/rejected)
Approval of the Allocation of an	Notes FR0011502814	Adopted
Amount Equivalent to the Proceeds	Notes FR0013322989	Adopted
(First Resolution)	Notes FR0013266343	Adopted
	Notes FR0012790327	Adopted
	Notes FR0012448025	Adopted
	Notes FR0013422227	Adopted
	Notes FR0013048196	Adopted
	Notes FR0013048204	Adopted
	Notes FR0012031599	Adopted
Deposit at the Company's registered	Notes FR0011502814	Adopted
office of the attendance sheet, the	Notes FR0013322989	Adopted
powers of the Noteholders voting by	Notes FR0013266343	Adopted
proxy, and the minutes of the General	Notes FR0012790327	Adopted
Meeting (Second Resolution)	Notes FR0012448025	Adopted
	Notes FR0013422227	Adopted
	Notes FR0013048196	Adopted
	Notes FR0013048204	Adopted
	Notes FR0012031599	Adopted
Powers for the completion of formalities	Notes FR0011502814	Adopted
(Third Resolution)	Notes FR0013322989	Adopted
	Notes FR0013266343	Adopted
	Notes FR0012790327	Adopted
	Notes FR0012448025	Adopted
	Notes FR0013422227	Adopted
	Notes FR0013048196	Adopted
	Notes FR0013048204	Adopted
	Notes FR0012031599	Adopted

For all additional information about this communication, in addition to Gecina, the following Centralizing Agent can be contacted:

GECINA

14–16, rue des Capucines 75002 PARIS France Tel: +33 1 40 40 52 92 Attention: Jérôme Engelbrecht Email: jeromeengelbrecht@gecina.fr

CENTRALIZING AGENT

Société Générale Securities Services 32 rue du Champ de Tir – CS 30812 44308 Nantes Cedex 3, France via Elisabeth Bulteau, +33 2 51 85 65 93 agobligataire.fr@socgen.com

GECINA

A French limited liability company (société anonyme) with a share capital of €573,949,530 Registered office: 14-16, Rue des Capucines – 75002 PARIS, FRANCE 592 014 476 RCS PARIS ("Gecina" or the "Company")

2. SECOND CONVOCATION FOR GENERAL MEETINGS OF THE HOLDERS OF THE NOTES WHICH COULD NOT VALIDLY DELIBERATE DURING THE GENERAL MEETINGS ON FIRST CONVOCATION HELD ON MAY 6, 2021

____

Issue of €700,000,000 1.375% per annum due January 26, 2028, issued by the Company on September 26, 2017 ISIN: FR0013284205, – Common Code: 168954522 (the "Notes FR0013284205") Issue of €500,000,000 2.00% per annum due June 30, 2032, issued by the Company on June 30, 2017 ISIN: FR0013266368, – Common Code: 164173518 (the "Notes FR0013266368") Issue of €700,000,000 1.375% per annum due June 30, 2027, issued by the Company on June 30, 2017 and on October 30, 2020 ISIN: FR0013266350, – Common Code: 164171965 (the "Notes FR0013266350") Issue of €500,000,000 1.00% due January 30, 2029, issued by the Company on September 30, 2016 ISIN: FR0013205069, – Common Code: 149760482 (the "Notes FR0013205069") Issue of €125,000,000 3.051% per annum due January 16, 2023, initially issued by Eurosic on December 15, 2014 and which issuance contract has been assigned to the Company by a transfer agreement entered into between Eurosic and the Company on May 22, 2018 ISIN Code: FR0012383842, – Common Code: 115379399 (the "Notes FR0012383842") Issue of €100,000,000 3.00% per annum due June 1st, 2026, initially issued by Eurosic on December 1st, 2015 and which issuance contract has been assigned to the Company by a transfer agreement entered into between Eurosic and the Company on May 22, 2018 ISIN Code: FR0013064573, – Common Code: 132791414

(the "Notes FR0013064573")

(Notes FR0013284205, Notes FR0013266368, Notes FR0013266350, Notes FR0013205069, Notes FR0012383842 and Notes FR0013064573, together the "Notes", and individually a "Series")

Paris, France, on May 7, 2021

The Company hereby announces that the general meetings of the holders of the Notes (individually a "Noteholder" and collectively the "Noteholders") of the Series listed above, held on first convocation on May 6, 2021 in closed session (huis clos), at the registered office of the Company, without the physical presence of the Noteholders, convened to deliberate, in accordance with Articles L. 228-65, I of the French Code de commerce, on the project of the allocation of an amount equivalent to the proceeds, by which the Company's objective is to requalify all of its existing bond debt as green bonds, by allocating, as from the date of adoption of the Resolutions by the General Meeting, an amount equivalent to the proceeds of the Notes to the financing or the refinancing of a portfolio of eligible green assets, as they meet the environmental criteria described in the Gecina's Green Bond Framework (the "Allocation of an Amount Equivalent to the Proceeds"), could not validly deliberate, as the required quorum was not reached.

Consequently, the Noteholders of the Series listed above will be convened in general meetings, on second convocation, to be held on May 25, 2021, at the registered office of the Company (together, the "General Meetings" and individually a "General Meeting"), in accordance with the same terms and conditions as the general meetings held on first convocation, in order to submit the following agenda for their approval:

• Approval of the Allocation of an Amount Equivalent to the Proceeds ;
• Deposit at the Company's registered office of the attendance sheet, the powers of the Noteholders voting by proxy, and the minutes of the General Meeting;
• Powers for the completion of formalities.

For all additional information about this communication, in addition to Gecina, the following Centralizing Agent can be contacted:

GECINA

14–16, rue des Capucines 75002 PARIS France Tel: +33 1 40 40 52 92 Attention: Jérôme Engelbrecht Email: jeromeengelbrecht@gecina.fr

CENTRALIZING AGENT

Société Générale Securities Services 32 rue du Champ de Tir – CS 30812 44308 Nantes Cedex 3, France via Elisabeth Bulteau, +33 2 51 85 65 93 agobligataire.fr@socgen.com