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GECINA
A French Société Anonyme (public limited company) capitalized at €471,528,720
Registered office: 14-16, rue des Capucines - 75002 Paris
Paris Trade and Company Registry No. 592 014 476
Meeting Notice
Ordinary General Meeting on April 23, 2014
Gecina shareholders are hereby advised that the Company's Ordinary General Meeting will be held on Wednesday, April 23, 2014 at 3 p.m (Paris time) at Palais Brongniart, place de la Bourse, 75002 Paris, to discuss the following agenda and draft resolutions:
Agenda
1. Approval of the reports and the company's financial statements for the 2013 fiscal year
2. Approval of the reports and consolidated financial statements for the 2013 fiscal year
3. Transfer to a reserve account
4. 2013 income appropriation, dividend distribution
5. Approval of the agreements entered into with the Chief Executive Officer, Philippe Depoux, pursuant to the applicable legal provisions and in particular Articles L.225-42 and L.225-42-1 of the French Commercial Code
6. Advisory opinion on the remuneration components due or allocated to Bernard Michel, Chairman and Chief Executive Officer, up to June 3, 2013 in respect of the 2013 fiscal year
7. Advisory opinion on the remuneration components due or allocated to Bernard Michel, Chairman of the Board of Directors, as from June 3, 2013 in respect of the 2013 fiscal year
8. Advisory opinion on the remuneration components due or allocated to Philippe Depoux, Chief
Executive Officer, as from June 3, 2013 in respect of the 2013 fiscal year
9. Ratification of the cooptation of directors
10. Renewal of directorships
11. End of a directorship - Appointment of a director
12. Director dismissals
13. Director appointments
14. Authorization to be given to the Board of Directors to trade the Company's shares
15. Powers in respect of formalities

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Draft resolutions

First resolution(Approvaloftheparentcompanyfinancialstatementsforthe2013fiscalyear)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the reports of the Board of Directors and of the statutory auditors, approves the parent company financial statements for the year ended December 31, 2013, which show net income of
€317,775,285.29, as presented to it, and approves the transactions reflected in these financial statements and described in the aforementioned reports.

Second resolution(Approvaloftheconsolidatedfinancialstatementsforthe2013fiscalyear)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the reports of the Board of Directors and of the statutory auditors, approves the consolidated financial statements for the year ended December 31, 2013, which show net income of €314,041,000 (Group share), as presented to it, and approves the transactions reflected in these financial statements and described in the aforementioned reports.

Third resolution(Transfertoareserveaccount)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, decides to transfer to a specific reserve account the revaluation gain/loss on assets sold during the fiscal year and the additional impairment resulting from the revaluation, amounting to €27,418,585.50.

Fourth resolution(2013incomeappropriation,dividenddistribution)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the proposed income appropriation presented by the Board of Directors, decides:
after taking into account the net income for 2013, which amounts to €317,775,285.29 and constitutes the distributable income for 2013 in view of the zero balance of retained earnings,
to distribute a dividend of €4.60 per share, charged against income exempted under the SIIC system, representing an amount of €289,204,281.60 based on the number of shares outstanding at December 31,
2013, and to allocate the balance, namely €28,571,003.69, to a distributable reserves account.
In the event of a change in the number of shares entitled to a dividend compared to the 62,870,496 shares making up the share capital at December 31, 2013, the overall dividend amount would be adjusted accordingly based on dividends actually paid.
In addition, when the dividend is paid out, the treasury shares then owned by the Company, which are not legally entitled to a dividend distribution, will be taken into account and the amount charged against distributable income will be reduced accordingly. Under such a scenario, the balance of the distributable income that has not been distributed will be allocated to a distributable reserves account.
The dividend payment date is set for April 30, 2014.
The General Meeting specifies that provided that all dividends have been charged against income that is exempt from corporate income tax under Article 208C of the French Tax Code, all revenue distributed under this resolution is, for individual investors, and as the law currently stands, mandatorily subject to the sliding

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income tax scale, and is not eligible for the 40% tax allowance provided for in Article 158, 3-2° of the French
Tax Code.
In accordance with Article 243bis of the French Tax Code, details of the dividends distributed in the previous three fiscal years are set out below:

Fifth resolution(ApprovaloftheagreementsenteredintowiththeChiefExecutiveOfficer,PhilippeDepoux,intheeventofterminationofduties,inaccordancewithArticleL.225-42-1oftheFrenchCommercialCode)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and after reviewing the report of the Board of Directors and the special report of the statutory auditors on the agreements and commitments subject to the provisions of Articles L.225-38 and L.225-40 to L.225-42-1 of the French Commercial Code, approves the agreements presented in the special report of the statutory auditors between the Company and Philippe Depoux, Chief Executive Officer, and the report devoted to these agreements, pursuant to the provisions of Article L.225-42-1 of the French Commercial Code.

Sixth resolution(OpinionontheremunerationcomponentsdueorallocatedtoBernardMichel,Chairmanand

Chief Executive Officer, up to June 3, 2013 in respect of the fiscal year ended December 31, 2013)
The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, issues a favorable opinion on the remuneration components due or allocated to Bernard Michel, Chairman and Chief Executive Officer, up to June 3, 2013 in respect of the fiscal year ended December 31, 2013, as presented in Chapter 5, page 170, of the 2013 Reference Document.

Seventh resolution(OpinionontheremunerationcomponentsdueorallocatedtoBernardMichel,ChairmanoftheBoardofDirectors,asfromJune3,2013inrespectofthefiscalyearendedDecember31,2013)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, issues a favorable opinion on the remuneration components due or allocated to Bernard Michel, Chairman of the Board of Directors, as from June 3, 2013 in respect of the fiscal year ended December 31, 2013, as presented in Chapter 5, page 170, of the 2013 Reference Document.
Eighth resolution (Opinion on the remuneration components due or allocated to Philippe Depoux, Chief
Executive Officer, as from June 3, 2013 in respect of the fiscal year ended December 31, 2013)
The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, issues a favorable opinion on the remuneration components due or allocated to Philippe Depoux, Chief Executive Officer, as from June 3, 2013 in respect of the fiscal year ended December 31, 2013, as presented in Chapter 5, pages 171, of the 2013 Reference Document.

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Ninth resolution(RatificationofthecooptationofEduardoParajaQuirosasDirector)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors, ratifies the cooptation, decided by the Board of Directors on April 18, 2013, of Eduardo Paraja Quiros as Director to replace Nicolas Diaz, who has resigned, for the period remaining in his term, which is until the end of the General Meeting convened to approve the financial statements for the 2013 fiscal year.

Tenth resolution(RatificationofthecooptationofSylviaFonsecaasDirector)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors, ratifies the cooptation, decided by the Board of Directors on February 20, 2014, of Sylvia Fonseca as Director to replace Philippe Donnet, who has resigned, for the period remaining in his term, which is until the end of the General Meeting convened to approve the financial statements for the 2015 fiscal year.

Eleventh resolution(RenewalofthedirectorshipofBernardMichel)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors, renews the directorship of Bernard Michel for a period of four years ending at the conclusion of the General Meeting convened to approve the financial statements for the 2017 fiscal year.

Twelfth resolution(RenewalofthedirectorshipofJacques-YvesNicol)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors, renews the directorship of Jacques-Yves Nicol for a period of four years ending at the conclusion of the General Meeting convened to approve the financial statements for the 2017 fiscal year.

Thirteenth resolution(RenewalofthedirectorshipofEduardoParajaQuiros)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors, renews the directorship of Eduardo Paraja Quiros for a period of four years ending at the conclusion of the General Meeting convened to approve the financial statements for the 2017 fiscal year.

Fourteenth resolution(Endofadirectorship-Appointmentofadirector)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors and particularly the reasons contained therein regarding the proposal not to renew the term of office of Elena Rivero Lopez de Carrizosa, and having noted that Ms Rivero Lopez de Carrizosa has been given the opportunity to present her observations to the Meeting, takes due note of the end of her term of office and appoints Méka (Mahkâmeh) Brunel as Director for a period of four years ending at the conclusion of the General Meeting convened to approve the financial statements for the 2017 fiscal year.

Fifteenth resolution(Dismissalofadirector)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors and particularly the reasons contained therein regarding

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the proposal to dismiss Victoria Soler Lujan, and having noted that Ms Soler Lujan has been given the opportunity to present her observations to the Meeting, decides to terminate the directorship of Ms Soler Lujan early and with immediate effect.

Sixteenth resolution(Dismissalofadirector)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors and particularly the reasons contained therein regarding the proposal to dismiss Vicente Fons Carrion, and having noted that Mr. Fons Carrion has been given the opportunity to present his observations to the Meeting, decides to terminate the directorship of Mr. Fons Carrion early and with immediate effect.

Seventeenth resolution(Appointmentofadirector)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors, appoints Anthony Myers as Director. To allow the staggered renewal of directorships and in accordance with Article 12 of the bylaws, Anthony Myers' term of office will be three years, ending at the conclusion of the General Meeting convened to approve the financial statements of the 2016 fiscal year.

Eighteenth resolution(Appointmentofadirector)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors, appoints Claude Gendron as Director. To allow the staggered renewal of directorships and in accordance with Article 12 of the bylaws, Claude Gendron's term of office will be two years, ending at the conclusion of the General Meeting convened to approve the financial statements of the 2015 fiscal year.

Nineteenth resolution(AuthorizationtobegiventotheBoardofDirectorstotradetheCompany'sshares)

The General Meeting, voting with the quorum and majority required for Ordinary General Meetings, and having reviewed the report of the Board of Directors, authorizes the Board of Directors, with the option of sub- delegation under the conditions set by law, in accordance with the provisions of Articles L. 225.209 et seq. of the French Commercial Code and the provisions of European Commission Regulation 2273/2003 of December 22, 2003, to purchase Company's shares, or have such shares purchased, in order to:

-implementanyCompanystockoptionplanpursuanttotheprovisionsofArticlesL.225-177etseq.ofthe

French Commercial Code; or

-awardorsellshares(withorwithoutdiscount)totheexecutivecorporateofficersandemployeesofthe

Company or companies that are related to it in respect of a profit-sharing plan or an employee savings plan under the conditions provided by French law (particularly Articles L.3332-1 et seq. of the French Labor Code); or

-awardfreesharespursuanttotheprovisionsofArticlesL.225-197-1etseq.oftheFrenchCommercial

Code; or

-deliversharesfollowingtheexerciseoftherightsassociatedwithtransferablesecuritiesthatgiveclaimtothesharecapitalthroughredemption,conversion,exchange,presentationofabondoranyothermeans;or

-cancelallorsomeofthesharesredeemedinthisway;or

-delivershares(asanexchange,paymentorother)aspartofanacquisition,merger,demergerorspin-off;

or

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-stimulatethesecondarymarketortheliquidityofGecina'ssharesthroughaninvestmentserviceproviderunderaliquidityagreementthatcomplieswiththeethicscharterrecognizedbytheFrenchFinancialMarketsAuthority(Autoritédesmarchésfinanciers).

This program is also meant to permit the Company to operate in any other area, either already authorized or to be authorized by the applicable law or regulations, in order to implement any market practices that may be allowed by the Financial Market Authority. In such hypothesis, the Company shall inform its shareholders in a press release.
Purchases of Company shares may be made in a number such that:

-ThenumberofsharesthattheCompanybuysduringthebuy-backprogramdoesnotexceed10%ofthesharesconstitutingtheCompany'ssharecapitalatanypointintime.ThispercentageappliestothecapitaladjustedaccordingtotheoperationsperformedafterthepresentGeneralMeeting,or,forindicationpurposes,onDecember31,2013,62,870,496shares,withthespecificationthat(i)thenumberofsharesacquiredinordertokeepthemandthenremitinanymerger,splittingorcontributionoperationmaynotexceed5%ofthecompanycapitaland(ii)thenumberofsharestakenintoaccountforthecalculationofthe10%limitcorrespondstothenumberofsharesbought,withdeduction,ifapplicable,ofthenumberofsharessoldduringtheauthorizedperiod,iftheshareswereboughttoimprovetheliquidityofGecinasharesintheconditionsdefinedbygeneralregulationsoftheFinancialMarketAuthority;

-ThenumberofsharesthattheCompanymayholdatanytimeshallnotexceed10%ofsharesconstitutingtheCompanycapitalatthatdate.

Acquisition, exchange or transfer of shares can be performed at any time, within the limits authorized by the applicable legal and regulatory provisions, including the public offering period, as long as such operations do not hamper the offer, and by any means, within regulated markets, including acquisition or transfer of blocks of shares (without limiting the part of the buy-back program that can be carried out using these means), by public offer or purchase or exchange, or by use of options or other term instruments or by remitting actions consecutive to issuing of securities giving access to the Company capital by conversion, exchange, reimbursement, redeeming coupons or in any other way, either directly or indirectly through an investment intermediary.
The maximal purchase price of the shares in the context of the present resolution shall be €150 per share (or the equivalent of this amount in any other currency as of the same date). This maximal price does not include acquisition fees and applies only to acquisitions decided upon as of the date of the present General Meeting and not to term operations concluded based on an authorization given by a previous General Meeting and involving acquisitions of shares posterior to the date of the present General Meeting. In case of operations involving the Company capital, and namely in case of modification of the nominal value of the shares, increase of capital by incorporation of reserves followed by free attribution of shares or division or regrouping of shares, the Board of Directors may adjust the purchasing price to take into account the impact of the operation in question on the share value.
The total amount assigned to the above-mentioned authorized buy-back program cannot exceed
€943,057,350.
This authorization voids any previous mandate given to the Board of Directors to perform operations on the
Company shares up to the amount as yet unused, if applicable. It is given for a period of eighteen months starting today.
The General Meeting authorizes the Board of Directors, in case of modification of the share nominal, increase of capital by incorporation of reserves, free attribution of shares, division or grouping of instruments, distribution of reserved or any other assets, capital amortization or any other operation involving own capitals, to adjust the above-mentioned purchase price in order to take into account the impact of these operations on the Gecina share value.

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The General Meeting grants all the powers to the Board of Directors, with faculty of sub-delegation under the conditions set by law, to decide upon and implement the present authorization, to specify its terms and modalities, if necessary, to carry out the purchase program, and specifically to execute any trade, conclude any agreement, in view of holding records of share purchases and sales, make any declarations to the Financial Market Authority and any other authority that may replace it, perform any formalities and generally do whatever is necessary.

Twentieth Resolution(Powersforformalities)

The General Meeting, voting with the quorum and majority conditions required for Ordinary General Meetings, confers all the powers to a holder of an original, copy or excerpts of the minutes of its deliberations to perform any deposits and formalities required by law.

1) Participation in the Meeting
Any shareholder, regardless of the number of shares owned, has the right to be present personally at the
Meeting or be represented by any physical or legal person of their choice or vote by mail.
Pursuant to Article R. 225-85 of the French Commercial Code, participation in the Meeting requires registration of shares in the name of the shareholder or intermediary registered in their name, as of the third business day before the Meeting, or on April 17, 2014 at 00:00 a.m Paris time, in the accounts of nominative instruments held by the Company.
A shareholder may transfer all or a part of their shares at any time:
- if the transfer occurs before April 17, 2014 at 00:00 a.m Paris time, the vote expressed by mail, the authorization, admission card, possibly accompanied by a certificate of participation, would be invalid or modified accordingly, as the case may be.
- if the transfer or any other operation is performed after April 17, 2014 at 00:00 a.m Paris time, regardless of the means used, it shall not be taken in consideration by the Company.
- Participation in the Meeting in person
Any shareholder that wishes to attend at the General Meeting may request an admission card from the Gecina "Titres et Bourse" Department by sending a letter to the following address: 16, rue des Capucines, 75084 Paris Cedex 02.
- Vote by mail or via proxy
The Company will send the forms for voting by mail and the proxy forms directly to all shareholders.

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Vote by mail
Votes by mail will be taken into account only if duly completed and signed forms are received by the Gecina head office located at the above address at least three days before the date of the General Meeting, or by Saturday April 19, 2014 at the latest.
Voting by proxy
In accordance with the provisions of Article R.225-79 of the French Commercial Code, notification of nomination or revocation of a proxy may be performed electronically according to the following arrangements:
The shareholder shall send by email to the address titres&bourse@gecina.fra scanned copy of the signed proxy form indicating his first and last name, address and nominative identifier, as well as the first and last name of the designated or revoked proxy. Unsigned scanned copies of proxy forms will not be taken into account.
Only the proxy nominations or revocations may be sent to the above-mentioned electronic address.
In order to have the electronic proxy nominations or revocations taken into account, the confirmations must be received one day before the Meeting at the latest, or on Tuesday April 22, 2014 at 3 p.m Paris time.
Proxy forms in paper form, duly completed and signed, must be received by the Gecina head office at the above-mentioned address before April 22, 2014.
Proxy revocation by a shareholder must be made in the same manner as the nomination, in writing or electronically, as the case may be. The form must indicate 'Change of proxy' and must be sent to the Company by Tuesday April 22, 2014 at 3 p.m Paris time at the latest.
A shareholder who already voted by mail, sent a proxy form or requested an admission card or a participation certificate can no longer choose a different way of participating in the General Meeting.
2) Request to add items or resolutions to the agenda
Shareholders representing a fraction of corporate capital determined in accordance with the legal and regulatory provisions may request to add items or resolutions to the agenda of the Meeting; such requests must be sent within 20 days from the date of publication of the present notice and must be received by the Company by March 29, 2014 at the latest.
Requests to add items or resolutions to the agenda of the Meeting must be sent to the Gecina head office: "Titres et Bourse" Department, 16 rue des Capucines, 75084 Paris Cedex 02, by certified letter with return receipt or by email to the address titres&bourse@gecina.fr.
The requests must be accompanied by:

- thesubjecttobeincludedintheagenda,aswellasthereason,or

- thetextoftheproposedresolutions,withashortexplanatorycomment,ifapplicable;

- acertificationofregistrationintheaccount,provingpossessionorrepresentationofthefractionofcapitalrequiredbytheapplicableregulationsasofthedateofrequest.

When a request of inclusion of adding a proposed resolution involves presentation of a candidate for the Board of Directors, it must be accompanied by the information required in accordance with Article R. 225-85 5° of the French Commercial Code.
The authors of the request must send a new certification to the Company, proving the registration of their shares in the above-mentioned accounts at least three business days before the Meeting, or by April 17, 2014 at 00:00 a.m Paris time.

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The list of issues added to the agenda and the text of proposed resolutions presented by shareholders will be published on the Internet site of the Company, http://www.gecina.fr,pursuant to Article R.225-73-1 of the French Commercial Code.
3) Possibility of putting questions in writing
Any shareholder may put questions in writing to the Board of Directors as of the date of publication of the present notice until the fourth business day preceding the date of the General Meeting, or April 16, 2014 inclusively.

Thequestionsmustbesentbyregisteredmailwithacknowledgementreceiptto:Gecina,PrésidentduConseild'Administration,16ruedesCapucines,75084ParisCedex02,ortothefollowingelectronicaddress:titres&bourse@gecina.fr ,andmustbeaccompaniedbyacertificationofaccountregistration.

The responses to written questions may be published directly on the Internet site of the Company at http://www.gecina.fr.
4) Documents made available to the shareholders
Pursuant to the applicable legal and regulatory provisions, all documents related to the present Meeting will be made available to the shareholders at the head office of the Company.
Explanatory comments on draft resolutions and a summary table describing the use of the financial authorizations in force are published on the Internet site of the Company at the following address: http://www.gecina.fr.

Furthermore,theinformationanddocumentsdescribedinArticleR.225-73-1oftheFrenchCommercialCodewillbepublishedontheInternetsiteoftheCompanyatthefollowingaddress:http://www.gecina.fr ,bythetwenty-firstdaybeforetheMeetingatthelatest,orbyWednesdayApril2,2014.

Board of Directors

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