Affine RE : Share buy-back programm (April 2017)

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

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 28 April 2017. The Board of Directors of 28 April 2017 decided to run this programme.

1. - SUMMARY OF THE MAIN CHARACTERISTICS OF THE OPERATION

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

   • Share repurchase programme:
     • Securities concerned: Affineshares
     • Maximum percentage of the share capital concerned: 10%
     • Maximum unit purchase price: €30excludingexpenses
     • 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.

     • Maximumdurationoftheprogramme:18 months from the date of the General Meeting, i.e. until 28 October 2018 at the latest.

2. - 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

   Declaration by the issuer of transactions in own shares from 16 June 2016 to 28 April 2017
   Percentage of the share capital held directly or indirectly at 28 April 2017	0,27%
   Number of shares cancelled during the past 24 months	0
   Number of shares in the portfolio on 28 April 2017 (1)	26,847
   Book value of the portfolio on 28 April 2017	€393,160.59
   Market value of the portfolio on 28 April 2017 on the last quoted price (€16.00)	€429,552.00 €

   (1)including 26,847 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).

   Cumulative gross flows		Open positions at 16 June 2016
   Purchases	Sales / Transfers	Open purchases		Open sales
   Number of securities	39,514	29,171	Call options bought	Forward purchases	Call options sold	Forward sales
   Maximum average due date	-	-	-	-
   Average transaction price (€)	14.84	15.04
   Average exercise price (€)	-	-	-	-
   Total (€)	586,289.95	438,713.63

   The company did not use derivative products.

3. - OBJECTIVES OF THE SHARE REPURCHASE PROGRAMME AND USE OF THE SHARES PURCHASED

   The objectives of this repurchase programme as defined in Resolutions 12 and 24 of the General Meeting of Shareholders of 28 April 2017 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.

4. - 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. 7 and 17) of 28 April 2017. The Board of Directors of 28 April 2017 decided to run this programme.

5. - TERMS AND CONDITIONS
6. 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 26,847 own shares at 28 April 2017, i.e. about 0.27% of the share capital, a maximum of 978,760 shares may be bought back, i.e. 9.73% 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

7. 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.

8. 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 2017, if the programme is ended by the General Meeting with immediate effect, for the unused part;

   • or at the latest on 28 October 2018, at the end of the maximum period of 18 months.

9. Financing of the repurchase programme

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

11. - BREAKDOWN OF AFFINE'S CAPITAL

12. On 30 April 2017 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 2017 was as follows:

    Breakdown of the capital		Breakdown of net voting rights
    Number of shares	%	Number of voting rights	%
    Holdaffine BV	3,189,945	31.7	6,379,890	45.5
    Float	6,866,126	68.3	7,656,332	54.5
    TOTAL	10,056,071	100.0	14,036,222	100.0

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

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