Gecina : Statutory auditor’s report on free allocation of shares (resolution 25)

GECINA

Statutory auditor's report on the authorization to grant existing shares or shares to be issued

Combined General Meeting of April 25, 2024 - 25th resolution

GECINA

14-16, rue des Capucines - 75002 Paris

GECINA

14-16, rue des Capucines - 75002 Paris

This is a translation into English of the statutory auditor's report on the financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

Statutory auditors' report on the authorization to grant existing or shares to be issued

Combined General Meeting of April 25, 2024 - 25th resolution

To shareholders,

In our capacity as statutory auditors of your company and in performance of the assignment provided for in Article L.225-197-1 of the French Commercial Code, we hereby present our report on the proposed authorisation to grant existing or to be issued free shares in favour of beneficiaries or categories of beneficiaries that the Board of Directors shall determine from among the members of the salaried staff of the company or associated companies or groups under the conditions provided for in Article L.225-197-2 of the French Commercial Code and the corporate officers of the company or of the companies or groups linked to it who meet the conditions referred to in Article L.225-197-1 and L.22-10-59, II of the said code, an operation on which you are asked to pronounce.

The existing or to be issued shares that may be allocated pursuant to this authorisation may not represent more than 0.5% of the share capital on the date of the decision of the Board of Directors to decide the allocation, it being specified that the maximum nominal amount of the capital increases that may be carried out shall be deducted from the overall ceiling of €150 million provided for in the 18th resolution or, where applicable, from the overall ceiling that may be provided for by a resolution of the same nature that may succeed said resolution during the period of validity of this authorisation.

The shares allocated to the corporate officers of your company may not represent more than 0.2% of the share capital on the date of the decision of the Board of Directors to allocate them.

The Board of Directors shall set the performance conditions to which the share awards will be subject, it being specified that each share award must be fully subject to the achievement of one or more performance conditions set by the Board of Directors.

On the basis of its report, your Board of Directors proposes that you authorise it, with the right to sub- delegate, for a period of 38 months from this General Meeting to allocate existing or to issue free shares.