Affine RE : Share buy-back programm (April 2018)

A French limited company (SA) with share capital of €25,000,000

Head Office: 39, rue Washington - 75008 Paris, FRANCE

Paris register of companies ref. 712 048 735 Paris

Presentation of the programme to repurchase own shares approved by the Combined General Meeting of Shareholders of 26 April 2018. The Board of Directors of 26 April 2018 decided to run this programme.

Pursuant to Articles 241-1 to 241-5 of the General Regulations of the French Financial Markets Authority (AMF) (and Commission Regulation (EC) No 2273/2003 of 22 December 2003, which came into force on 13 October 2004, concerning the methods of implementation of Directive 2003/6/EC of 28 January 2003), the purpose of the present document is to describe the objectives and the terms and conditions of the share repurchase programme approved by the General Meeting of Shareholders of 26 April 2018. The Board of Directors of 26 April 2018 decided to run this programme.

I - SUMMARY OF THE MAIN CHARACTERISTICS OF THE OPERATION

• Issuer:Affine R.E. hereinafter Affine, a company listed on the Euronext Paris regulated market, ISIN FR 0000036105, included in the CAC Mid & Small and IEIF-SIIC indexes.

• Share repurchase programme:

  • •Securities concerned:Affine shares

  • •Maximum percentage of the share capital concerned:10%

  • •Maximum unit purchase price:€30 excluding expenses

  • •Objectives of the programme:

    • • market making through a liquidity contract;

    • • allocation of shares to the employees;

    • • purchase for retention or remittance in exchange or as payment in connection with potential external growth transactions (within the limit of 5% of the share capital);

    • • cancellation of shares.

  • •Maximum duration of the programme:18 months from the date of the General Meeting, i.e. until 26 October 2019 at the latest.

II - ASSESSMENT OF THE PREVIOUS SHARE REPURCHASE PROGRAMME

The liquidity contract signed on 1stFebruary 2014 with Invest Securities complies with AMAFI ethics charter on 8 March 2011, as approved by the French Financial Markets Authority (AMF) on 21 March 2011. Kepler Capital Markets previously hold the contract from 26 June 2012 until 31 January 2014.

• Summary declaration table

(1)including 18,997 for market making, 0 for the free allocation of shares and 0 for retention and remittance in exchange or in payment in connection with potential external growth transactions (within the limit of 5% of the share capital).

The company did not use derivative products.

III - OBJECTIVES OF THE SHARE REPURCHASE PROGRAMME AND USE OF THE SHARES PURCHASED

The objectives of this repurchase programme as defined in Resolutions 13 and 23 of the General Meeting of Shareholders of 26 April 2018 are classified by decreasing order of priority (which bears no relation to the actual order of implementation, which will be determined according to requirements and opportunities), and concern the following situations:

• • market making by means of a liquidity contract, in accordance with the code of ethics of the French Association of Investment Firms (AFEI), recognised by the Financial Markets Authority,

• • grants of shares to employees subject to legal provisions,

• • purchase for retention or remittance in exchange or in payment, in connection with potential external growth transactions (within the limit of 5% of the share capital)

• • cancellation of shares

The shares bought and retained by Affine shall be deprived of voting rights and will not confer dividend rights.

The Board of Directors will inform the shareholders at the Annual General Meeting of the purchases and transfers of shares carried out in this way, as well as the different objectives to which the shares acquired are allocated, and, where appropriate, reallocated, in accordance with legal requirements.

IV - LEGAL FRAMEWORK

This program is in line with the provisions of Articles 241-1 to 241-5 of the general regulations of the French Financial Markets Authority (AMF) and EC Regulation 2273/2003 of 22 December 2003. It was approved by the Combined General Meeting of Shareholders (Resolutions Nos. 13 and 23) of 26 April 2018. The Board of Directors of 26 April 2018 decided to run this programme.

V - TERMS AND CONDITIONS

1) Maximum amount of the share capital that may be acquired, and maximum amount payable by Affine

The maximum proportion of the share capital that Affine may acquire at any time is limited to 10% of the share capital. Given that the company directly held 18,997 own shares at 26 April 2018, i.e. about 0.19% of the share capital, a maximum of 986,610 shares may be bought back, i.e. 9.81% of the share capital, unless the company sells or transfers the securities it already holds.

The maximum purchase price of each share is €30. The maximum amount of capital that may be allocated to the share repurchase is €30,168,210.

In accordance with current legislation, the company undertakes not to hold, directly or indirectly, more than 10% of the share capital

2) Repurchase procedure

The purchases, sales and transfers may be carried out using any methods available on the market, or by mutual agreement, including transactions concerning blocks of securities. It is stated that the resolution put to the shareholders does not limit the proportion of the programme that can be carried out by purchasing blocks of securities. The Board of Directors may choose to carry out these transactions at any time, including during the public offering of shares, within the limits allowed under stock market regulations. If derivative products are used, the company shall make sure that it does not increase the volatility of the security.

3) Programme duration and schedule

The share repurchase programme will end:

- either at the end of the General Meeting called to give a ruling on the financial statements for the financial year which ended on 31 December 2018, if the programme is ended by the General Meeting with immediate effect, for the unused part;

- or at the latest on 26 October 2019, at the end of the maximum period of 18 months.

4) Financing of the repurchase programme

The repurchase programme will be funded by Affine's own resources.

VI - BREAKDOWN OF AFFINE'S CAPITAL

On 30 April 2018 Affine's share capital amounted to €25,000,000 divided into 10,056,071 shares without statement of their par value. Shares registered in the name of the same shareholder for more than two years confer double voting rights.

To the company's best knowledge, the breakdown of its capital at 30 April 2018 was as follows:

(1) Net voting rights = number of voting rights attached to the shares after deducting shares with no voting rights (treasury shares)

(2) The consortium Concert SMABTP is composed of the mutual insurance companies SMABTP and SMAvie BTP.

This presentation and previous presentations are available on the company's website (www.affine.fr).

ABOUT AFFINE

Affine is a property company specialising in commercial real estate. At the end of 2017, it directly owned 45 buildings with a total value of €579, (excl. transfer taxes) for a total surface area of 332,400 sqm. The Company owns office properties (69%), retail properties (23%) and warehouses and industrial premises (8%). Its assets are distributed more or less equally between Ile-de France and other regions in France.

Affine is also the major shareholder (49.5%) of Banimmo, a Belgian property repositioning company with operations in Belgium and France. At the end of 2017, Banimmo had total assets of 14 office and commercial buildings, with a value of €208m (transfer taxes included).

Total Group assets are €824m (including transfer taxes).

In 2003, Affine opted for French real estate investment trust (SIIC) status. Affine's shares are listed on NYSE Euronext Paris (Ticker: IML FP/BTTP.PA; ISIN code: FR0000036105). It is included in the CAC Mid&Small, SIIC and IEIF indexes. Banimmo is also listed on NYSE Euronext.

To find out more:www.affine.fr. Follow our news feed on:https://twitter.com/Groupe_Affine

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