Gecina

Capital/Financing Update • Aug 22, 2017

FINAL TERMS

Final Terms dated 17 August 2017

GECINA

Issue of EUR 150,000,000 Floating Rate Notes due August 2019 under the Euro 8,000,000,000 Euro Medium Term Note Programme

Series No.: 16 Tranche No.: 1 Issue Price: 100.290 per cent.

Name of the Dealer

Société Générale Corporate & Investment Banking

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 supplement to the Base Prospectus dated 26 June 2017 which received visa no. 17-299 from the AMF on 26 June 2017 and the supplement to the Base Prospectus dated 21 July 2017 which received visa no. 17-377 from the AMF on 21 July 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.

1	Issuer:		Gecina
$\boldsymbol{2}$	(i)	Series Number:	16
	(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 ("EUR")
4	Aggregate Nominal Amount of Notes:
	(i)	Series:	EUR 150,000,000
	(ii)	Tranche:	EUR 150,000,000
5	Issue Price:		100.290 per cent. of the Aggregate Nominal Amount
6	Specified Denomination(s):		EUR 100,000
7	(i)	Issue Date:	21 August 2017
	(ii)	Interest Commencement Date:	Issue Date
8	Maturity Date:		The Interest Payment Date falling on or nearest to 21 August 2019
9	Interest Basis:		3 month EURIBOR + 0.33 per cent. Floating 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:	Not Applicable

13	(i)	Status of the Notes:	Unsubordinated 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 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 dated 27 July 2017
14		Method of distribution:	Non-syndicated
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15	Fixed Rate Note Provisions:		Not Applicable
16		Floating Rate Note Provisions:	Applicable
	(i)	Interest Period(s):	As provided in the Conditions
	(ii)	Specified Interest Payment Dates:	21 February, 21 May, 21 August and 21 November, in each year commencing on 21 November 2017 up to the Maturity Date, subject to adjustment in accordance with the Business Day Convention set out in sub- paragraph (v) below
	(iii)	First Interest Payment Date:	21 November 2017, subject to adjustment in accordance with the Business Day Convention set out in sub-paragraph (v) below
	(iv)	Interest Period Date:	Not Applicable
	(v)	Business Day Convention:	Modified Following Business Day Convention
	(vi)	Additional Business Centre(s):	Not Applicable
	(vii)	Manner in which the Rate(s) of Interest is/are to be determined:	Screen Rate Determination
	(viii)	Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Calculation Agent):	Not Applicable
	(ix)	Screen Rate Determination:	Applicable
		Reference Rate:	EURIBOR 3 months
		Interest Determination Date(s):	At 11 am (Brussels time) two (2) TARGET Business Days before the start of the relevant Interest Period
		Relevant Screen Page:	Reuters page EURIBOR01
		Reference Banks (if applicable):	Not Applicable
	(x)	FBF Determination	Not Applicable
	(xi)	ISDA Determination:	Not Applicable
	(xii)	Margin(s):	$+0.33$ per cent. per annum

	(xiii)	Minimum Rate of Interest:	In accordance with Condition 5(h)(ii), the Minimum Rate of Interest (after adjustment of the Reference Rate by the Margin) shall be zero (0) per cent. per annum
	(xiv)	Maximum Rate of Interest:	Not Applicable
	(xv)	Day Count Fraction:	Actual/360 (adjusted)
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:		Not Applicable
21	Residual Call Option by the Issuer:		Not Applicable
22	Restructuring Put Option:		Not Applicable
23	Clean-up Call Option by the Issuer:		Not Applicable
24		Final Redemption Amount of each Note:	EUR 100,000 per Note of EUR 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):	EUR 100,000 per Note of EUR 100,000 Specified Denomination
	(ii)	Redemption for taxation reasons permitted on days other than Interest payment Dates (Condition 6(i)):	No
	(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):	Not Applicable

$\overline{4}$

	Talons for future Coupons or Receipts to Not Applicable
mature):	be attached to Definitive Materialised Notes (and dates on which such Talons

• 29 Details relating to Instalment Notes:
• 30 Redenomination, renominalisation Not Applicable and reconventioning provisions:
• 31 Consolidation provisions:
• 32 Purchase in accordance with Article L. 213-1 A and D. 213-1 A of the French Code monétaire et financier:
• 33 Possibility identification $\mathbf{to}$ request information of the Noteholders as provided by Condition $1(a)(i)$ :
• 34 Masse:

Applicable

Not Applicable

Not Applicable

Applicable

Full Masse shall apply

The initial Representative shall be:

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

Mailing address: 33, rue Anna Jacquin 92100 Boulogne Billancourt France

Represented by its Chairman

The Representative will be entitled to a remuneration of EUR 500 (VAT excluded) per year, payable on each Interest Payment Date with the first payment at the Issue date.

The Representative will exercise its duty until its dissolution, resignation or termination of its duty by a general assembly of Noteholders or until it becomes unable to act. Its appointment shall automatically cease on the Maturity Date, or total redemption prior to the Maturity Date.

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:

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$\pm$ :

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PART B-OTHER INFORMATION

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

• Euronext Paris $(i)$ $Listing(s)$ : Application has been made by the Issuer (or on its $(ii)$ Admission to trading: behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 21 August 2017.
• EUR 2,425 $(iii)$ Estimate of total expenses related to admission to trading

$\overline{2}$ RATINGS

Ratings:

The Notes to be issued have not been rated.

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

Save for any fees payable to the Dealer 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 Dealer and its 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.

$\overline{4}$ USE OF PROCEEDS

The net proceeds of the Notes will be applied by the Issuer for its general corporate purposes.

FLOATING RATE NOTES ONLY- HISTORIC INTEREST RATES $\overline{5}$

Details of historic EURIBOR rates can be obtained from Reuters.

OPERATIONAL INFORMATION 6

ISIN Code:		FR0013275419
	Common Code:	165792467
Depositaries:
(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 Not Applicable and Clearstream, Luxembourg and the relevant identification number(s):
Delivery:		Delivery against payment

$Agent(s)$ :	Names and addresses of initial Paying	Société Générale Securities Services 32, avenue du Champ de Tir CS 30812 44308 Nantes CEDEX 3 France
	Names and addresses of additional Paying $Agent(s)$ (if any):	Not Applicable
	The aggregate principal amount of Notes issued has been translated into Euro at the rate of [currency] [ o ] per Euro 1.00, producing a sum of:	Not Applicable
	DISTRIBUTION
	Method of distribution:	Non-syndicated
(i)	If syndicated, names of Managers:	Not Applicable
(ii)	Date of Subscription Agreement (if any):	Not Applicable
(iii)	Stabilising Manager(s) (if any):	Not Applicable
	If non-syndicated, name of Dealer:	Société Générale
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.

$\overline{7}$

TEFRA not applicable