Affine R E : Registration document 2016

Registration Document

CONTENTS

1. PERSONS RESPONSIBLE 2

2. Names and titles of the persons responsible for the registration document 2

3. Declaration of the persons

   responsible for the document 2

4. STATUTORY AUDITORS 3

5. Statutory auditors

   at 31 December 2016 3

6. Re-election - appointment

   of statutory auditors 3

7. SELECTED FINANCIAL INFORMATION 4

8. Key figures 4

9. RISK FACTORS 5

10. Risks related to business activity 5

11. Risks related to the company 7

12. INFORMATION ABOUT THE ISSUER 9

13. History and development

    of the company 95.2 Investment 10

14. BUSINESS OVERVIEW 11

15. Principal activities 11

16. Main markets 15

17. Exceptional events influencing

    the activity of the company 20

18. Dependency of the company on patents or commercial

    or financial contracts 20

19. External sources used for statements regarding the competitive position

    of the company 20

20. ORGANISATIONAL CHART 21

21. Overview 217.2 List of major subsidiaries 21

22. PROPERTY, PLANTS AND EQUIPMENT 22

23. Property 22

24. Environmental issues that could affect the issuer's use of property,

    plant and equipment 24

25. OPERATING AND FINANCIAL REVIEW 25

26. Financial review 25

27. Operating earnings 26

28. EPRA best practice

    recommendations 27

29. CASH AND CAPITAL RESOURCES 31

30. Company equity 31

31. Cash flow 31

32. Loan requirements -

    financing structure 32

33. Restriction on the use of capital 34

34. Expected sources of funding 34

35. RESEARCH AND DEVELOPMENT,

    PATENTS AND LICENCES 35

36. TREND INFORMATION 36

37. Main trends 3612.2 Perspectives 36

38. PROFIT FORECASTS OR ESTIMATES 37

39. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

    AND GENERAL MANAGEMENT 38

40. Board of directors

    and general management 38

41. Conflicts of interest within

    the administrative, managerial

    and supervisory bodies 45

42. COMPENSATION AND BENEFITS 46

43. Compensation and benefits paid in 2016 to members

    of the administrative, managerial

    and executive management bodies 46

44. Amounts provisioned for pensions,

    retirement plans and other benefits 49

45. FUNCTIONING OF THE ADMINISTRATIVE AND MANAGERIAL BODIES 50

46. Term of office expiry date 50

47. Contract between the management

    holding company and the issuer 5016.3 The specialised committees 5016.4 Corporate governance 51

48. EMPLOYEES 52

49. Staff and employment policy 5217.2 Bonus shares 52

    17.3 Agreement providing for employee shareholding in the capital

    of the issuer 52

50. MAJOR SHAREHOLDERS 53

51. Major shareholders 53

52. Breakdown of voting rights 53

53. Control of the group 53

54. Agreements likely to bring about

    a change in control 54

55. Information regarding transactions performed on company shares

    by executives, similar individuals and their relatives (article l. 621-18-2 of the french monetary

    and financial code) 54

56. Eckert law (law no. 2014-617

    of 13 June 2014) 54

57. OPERATIONS WITH RELATED PARTIES 55

58. FINANCIAL INFORMATION CONCERNING THE ASSETS, FINANCIAL SITUATION

    AND RESULTS OF THE ISSUER 56

59. Consolidated statements 57

60. Pro-forma consolidated statements 102

61. Financial statements 104

62. Auditing of annual historical

    financial information 131

63. Date of most recent financial information 131

64. Interim financial information 13120.7 Dividend distribution policy 131

65. Legal and arbitration proceedings 132

66. Significant change in financial

67. or commercial situation 132

68. ADDITIONAL INFORMATION 133

69. Share capital 133

70. Instrument of constitution

    and articles of association 135

71. MAJOR CONTRACTS 138

72. THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF INTEREST 139

73. DOCUMENTS AVAILABLE

    TO THE PUBLIC 142

74. INFORMATION

    ON EQUITY INTERESTS 143

75. CSR INFORMATION 144

76. Social information 14626.2 Environmental information 14926.3 Societal information 15126.4 Note on methodology 153

77. CORRELATION TABLE 155

    APPENDICES COMBINED SHAREHOLDERS' MEETING OF 27 APRIL 2017 156

    Text of the resolutions submitted to the combined ordinary and extraordinary meeting of shareholders of 27 April 2017 156

    Table showing the company's earnings

    in the past five financial years 163

    Scheduled trade payables 163

    Special Report of the Statutory Auditors on regulated agreements

    and commitments 164

    Chairman's report on corporate governance and internal control for fiscal 2016 167

    Report of the Auditors prepared pursuant to Article L.225-235 of the French Commercial Code, on the basis

    of the report of the Chairman

    of the Board of Directors of Affine R.E. 173

    Report of the board of directors

    on the capital reduction 174

    Statutory Auditors' report

    on capital reduction 175

    Statutory Auditors' report on capital transactions stipulated in resolutions 7, 8,

    10, 11 and 12 of the Combined General Shareholders' Meeting of 27 April 2017 176

    Summary of delegations for a capital

    increase 178

    Proposed delegations of authority

    to increase the company's capital 179

    Report of the board of directors

    on executive compensation 180

    Bonus share allotment plan 183

    2016

    Registration Document

    This document is a free translation into English of the original French "Document de Référence" hereafter referred

    to as the "Registration Document".

    It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text.

    This registration document was filed with the French Financial Markets Authority (Autorité des Marchés Financiers / AMF) on 5/04/2017,

    in accordance with Article 212-13 of its General Regulations. It may only be used in support of a financial transaction if accompanied by a securities note authorised by the AMF. This document was prepared by the issuer and the signatories are responsible for its contents.

    Copies of this registration document are available free

    of charge from the Affine Group, 39 rue Washington - 75008 Paris, and from the Affine website (www.affine.fr) and AMF website (www.amf-france.org).

    Affine

    2016 Registration Document 1

    1 PERSONS RESPONSIBLE

    11.1Names and titles of the persons responsiblefor the registration document

    Until 31 December 2016

    Maryse Aulagnon, Chairperson and Chief Executive Officer

    Alain Chaussard, Deputy Chief Executive Officer

    From 1 January 2017

    Maryse Aulagnon, Chairperson

    Alain Chaussard, Chief Executive Officer

    1.2 Declaration of the persons responsible for the document

    "We hereby certify, after taking every reasonable measure in this regard, that the information contained in this registration document is, to our knowledge, true and correct and free from material miss- tatement.

    We hereby declare that, to our knowledge, the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets and liabilities, financial position and financial performance of the company and of all the companies included within the scope of consolidation, and that the management report presents an accurate picture of changes in the business, performance and financial position of the company and of all the companies included within the scope of consolidation, as well as a description of the principal risks and uncertainties to which they are exposed.

    We have obtained an audit letter from the Statutory Auditors in which they state that they have verified the information relating

    to the financial position and financial statements contained in this document and that they have read the entire document."

    The consolidated and separate financial statements for 2016 pre- sented in the registration document are the subject of the Statutory Auditors' reports found in sections 20.1 and 20.3 of this document, which contain no particular observations.

    The consolidated and annual financial statements for 2015 pre- sented in the registration document are the subject of the Statutory Auditors' reports found in sections 20.1 and 20.3 of this document. Each report contains an observation drawing the reader's attention to the uncertainty about the value of Banimmo.

    The consolidated and separate financial statements for 2014 pre- sented in the registration document are the subject of the Statutory Auditors' reports found in sections 20.1 and 20.3 of this document, which contain no particular observations.

    Paris, 5 April 2017

    Maryse Aulagnon Alain Chaussard

    Chairperson Chief Executive Officer

    Affine

    2 2016 Registration Document