GECINA : Présentation - Projet d'offre sur Foncière de Paris (en anglais)

1b754eba-e31d-4205-a44d-e070c5e86c0c.pdf Proposed Offer on Foncière de Paris A New Milestone in Gecina's Strategy

May 19th, 2016

Disclaimer

This presentation may contain forward-looking information and statements. Forward-looking statements are generally identified by the words "expect", "anticipates", "believes", "intends", "estimates" and similar expressions. Such forward-looking information and statements are based on reasonable assumptions as at the date hereof, although they are, by their nature, subject to risks and uncertainties which could cause differences between the actual figures and those indicated or projected in this presentation.

In particular, you are invited to refer to the risk factors and uncertainties described in the 2015 Reference Document of Gecina S.A. filed with the French market authority (Autorité des Marchés Financiers) and available on the websites of Gecina S.A. (www.gecina.fr) and the Autorité des Marchés Financiers (www.amf-france.org) as well as free of charge at the registered office of Gecina S.A. (14-16, rue des Capucines - 75002 Paris).

The information contained in this presentation has not been subject to any independent verification and no express or tacit representation or warranty is given as to the accuracy, completeness or adequacy of the information or opinions expressed in this presentation.

Gecina S.A. has no obligation to update or revise the forward-looking information and statements set out in this presentation and shall have no liability in this respect.

This presentation does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Foncière de Paris, or an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Gecina S.A.

The release, publication or distribution of this presentation in certain countries may be restricted by applicable laws and regulations in those countries and, therefore, any person in such countries who obtains this presentation must enquire about applicable legal restrictions and comply with them.

Pursuant to French laws and regulations, the public tender offer and the draft offer document of Gecina S.A., which sets out the terms and conditions of the public tender offer, remain subject to review by the Autorité des Marchés Financiers. Investors and shareholders in France are strongly advised to read the draft offer document referenced in this presentation and any amendments and supplements to such document as it contains important information regarding the contemplated transaction and related matters.

The draft offer document is available on the websites of Gecina S.A. (www.gecina.fr) and the Autorité des Marchés Financiers (www.amf-france.org) and a copy can be obtained free of charge from Gecina S.A. (14-16, rue des Capucines - 75002 Paris) and Goldman Sachs (5, avenue Kleber - 75116 Paris).

Neither Gecina S.A., its shareholders or their respective advisers or representatives accept any liability for the use of the

presentation by any person or its content, or more generally in relation to the presentation.

Proposed offer on Foncière de Paris Transaction highlights

€150 per Foncière de Paris share or 6 Gecina shares for every 5 Foncière de Paris shares

Attractive and flexible offer, providing Foncière de Paris' shareholders with either immediate

monetisation or exposure to Gecina's value creation potential and strong capital market profile

• Cash offer: 10% premium vs. Eurosic's offer

• Share offer: 12% premium vs. Eurosic's offer (based on respective NNNAV1)

Acceleration of Gecina's strategic repositioning through the proposed acquisition of a high quality and complementary €2.6bn property portfolio, reinforcing Gecina's leadership in Paris prime offices

Transaction offering significant value creation potential for Gecina's shareholders. Immediate and strong accretion to Recurring Net Income per share

Fully-financed offer, preserving a sound capital structure for Gecina while maintaining flexibility to pursue further strategic objectives

Note:

1 Based on Gecina and Eurosic EPRA NNNAV as of 31-Dec-2015 adjusted for the 2015 dividend distribution: €5.0 per Gecina share (€2.5 detached on 7-Mar-2016 with the final €2.5 per share distribution expected to be paid on 6-Jul- 2016) and €2.2 per Eurosic share (dividend paid on 28-Apr-2016).

An attractive and flexible offer structure

For each Foncière de Paris share

• €150 in cash per Foncière de Paris share dividend 2015 detached

• 37% premium to Foncière de Paris undisturbed share price1

• 19% premium to Foncière de Paris NNNAV2

• 10% premium to Eurosic cash offer

Cash Offer

• 6 Gecina shares for every 5 Foncière de Paris shares tendered (both dividend 2015 detached)

€152.5 implied value per Foncière de Paris share based on Gecina share price3:

• 40% premium to Foncière de Paris undisturbed share price1

  €141.2 implied value per Foncière de Paris share based on Gecina NNNAV2:

• 12% premium to NNNAV parity2

• 12% premium to offer price implied by Eurosic share offer based on Eurosic NNNAV2

or

Share Offer

For each Foncière de Paris's subordinated bonds redeemable in shares ("O SRA"):

• Cash offer or mixed cash and share offer

• Economically equivalent to the terms of the offers for Foncière de Paris shares

Gecina's offer implies an average 16% premium vs. Foncière de Paris NNNAV2 and 9% premium vs. Foncière de Paris property portfolio value

Notes:

1. Undisturbed share price for Foncière de Paris as of 4-Mar-2016, adjusted for the 2015 dividend distribution of €9.0 per share (dividend detached on 18-May-2016).

2. Gecina, Foncière de Paris and Eurosic EPRA NNNAV per share as of 31-Dec-2015 adjusted for the 2015 dividend distribution: €5.0 per Gecina share in 2016 (€2.5 detached on 7-Mar-2016 with the final €2.5 per share distribution expected to be paid on 6-Jul-2016); €9.0 per Foncière de Paris share (dividend detached on 18-May-2016); and €2.2 per Eurosic share (dividend paid on 28-Apr-2016).

3. Gecina and Eurosic closing share prices as of 17-May-2016, with Gecina share price adjusted for the remaining €2.5 dividend per share distribution expected to be paid on 6-Jul-2016.