(A société anonyme established under the laws of the Republic of France)
Euro 8,000,000,000 Euro Medium Term Note ProgrammeThis fourth supplement (the Fourth Supplement) is supplemental to, and should be read in conjunction with, the base prospectus dated 24 June 2025, which was granted the approval no. 25-235 on 24 June 2025 by the Autorité des Marchés Financiers (the AMF) as supplemented by its first supplement dated 23 July 2025, which was granted the approval no. 25-309 on 23 July 2025 by the AMF (the First Supplement), its second supplement dated 29 October 2025, which was granted the approval no. 25-411 on 29 October 2025 by the AMF (the Second Supplement) and its third supplement dated 25 February 2026, which was granted the approval no. 26-036 on 25 February 2026 by the AMF (the Third Supplement) (together, the Base Prospectus) prepared by Gecina (the Issuer or Gecina) with respect to its Euro 8,000,000,000 Euro Medium Term Note Programme (the Programme).
The Base Prospectus as supplemented constitutes a base prospectus in accordance with Article 8 of Regulation (EU) 2017/1129, as amended or superseded (the Prospectus Regulation).
Application has been made for approval of this Fourth Supplement to the AMF in its capacity as competent authority pursuant to the Prospectus Regulation.
Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meanings when used in this Fourth Supplement.
To the extent that there is any inconsistency between (a) any statement in this Fourth Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectus, the statement in (a) above will prevail.
This Fourth Supplement has been prepared pursuant to Article 23.1 of the Prospectus Regulation, for the purposes of giving information which amends or is additional to the information already contained in the Base Prospectus.
This Fourth Supplement has been prepared for the purposes of:
− incorporating recent events in connection with the Issuer, i.e. the press release dated 22 April 2026 relating to the resolutions approved by the General Meeting including the payment of a dividend of 5.50 euros per share for 2025, and the press release dated 22 April 2026 relating to the first quarter 2026 results of the Issuer; and
− updating paragraph (3) of the "General Information" section of the Base Prospectus.
Copies of this Fourth Supplement, the Base Prospectus and any documents incorporated by reference therein will be available on the websites of (a) the AMF (https://www.amf-france.org) and (b) the Issuer (https://www.gecina.fr).
TABLE OF CONTENTS PageRECENT DEVELOPMENTS 3
GENERAL INFORMATION 8
PERSON RESPONSIBLE FOR THE FOURTH SUPPLEMENT 9
RECENT DEVELOPMENTSThe section entitled "Recent Developments" on pages 94 to 103 of the Base Prospectus, as amended by the Second Supplement and the Third Supplement, is further amended with the addition of the following press releases:
Gecina - General Meeting | Press release - April 22, 2026
All the resolutions approved by the General Meeting Dividend of 5.50 euros
Gecina's Ordinary General Meeting was held on April 22, 2026, chaired by Mr Philippe Brassac. All the resolutions were approved by the shareholders, including the payment of a dividend of 5.50 euros per share for 2025. An interim dividend of 2.75 euros per share was paid out previously on March 12. The balance on the dividend, representing 2.75 euros per share, will have an ex-dividend date of July 7, 2026 and will be paid in cash on July 9, 2026.
Pursuant to the 16th resolution relating to the renewal of the authorization granted to the Board of Directors to trade in the Company's shares for a period of 18 months, Gecina intends to carry out the dilutive effect of performance share plans maturing in 2026, as well as that of the capital increase reserved for employees carried out in October 2025. This operation will result in a share buyback, covering a maximum of 55,000 shares which are intended to be cancelled. A mandate will be entrusted to an independent investment services provider for this purpose.
A description of the share buyback program is included in the 2025 Universal Registration Document,
available on Gecina's website.
Shareholders also decided to renew the directorship of office of Ms. Gabrielle Gauthey, Ms. Carole Le Gall, and Mr. Jacques Stern on the Board of Directors for a period of four years.
Composition of the Board
The Board of Directors is made up of 12 members: 67% are independent directors based on the independence criteria from the Afep-Medef Code and 50% are women directors. It is composed:
- Mr Philippe Brassac*, Chairman
- Mr Beñat Ortega, Chief Executive Officer
- Mr Jérôme Brunel*
- Ms Nathalie Charles*
- Ms Laurence Danon Arnaud*
- Ms Dominique Dudan*
- Ms Gabrielle Gauthey*
- Predica, represented by Mr Matthieu Lance
- Ms Carole Le Gall*
- Ivanhoé Cambridge Inc., represented by Mr David Petrie
- Ms Ouma Sananikone
- Mr Jacques Stern*
* Independent directors
The composition of the Board Committees is presented in the appendix.
The results of the votes of the General Meeting will be available on Gecina's website under the "General Meetings" section.
Appendix Board of Directors committees Strategic and Investment Committee (SIC):- Ivanhoé Cambridge, represented by David Petrie, Chairman
- Jérôme Brunel*
- Nathalie Charles*
- Predica, represented by Matthieu Lance
- Jacques Stern*
Audit and Risk Committee (ARC):- Jacques Stern*, Chairman
- Jérôme Brunel*
- Laurence Danon Arnaud*
- Gabrielle Gauthey*
- Predica, represented by Matthieu Lance
- Ouma Sananikone
Governance, Appointments and Compensation Committee (GACC):- Dominique Dudan*, Chairwoman
- Jérôme Brunel*
- Laurence Danon Arnaud*
- Gabrielle Gauthey*
- Ouma Sananikone
Compliance and Ethics Committee (CEC):- Nathalie Charles*, Chairwoman
- Dominique Dudan*
- Carole Le Gall*
Corporate Social Responsibility Committee (CSRC):- Gabrielle Gauthey*, Chairwoman
- Carole Le Gall*
- Ivanhoé Cambridge, represented by David Petrie
*Independent directors
Gecina - Business at March 31, 2026 | Press release - April 22, 2026
Mirabeau, Paris 15
Sustained leasing momentum in central locations
| Key takeaways
+18% (including a sustained +28% in Paris CBD) reflecting strong demand for prime central assets (90% of leasing in Paris/Neuilly) and the successful roll-out of fully managed offices.
>10% expected returns (yield on capex invested).
| Beñat Ortega, CEO:
"In a rapidly evolving market, tenants are making long-term strategic decisions, particularly when selecting new headquarters. Our priority is to deliver best-in-class products tailored to a wide range of client needs. We have a healthy pipeline of active tenant discussions across all our prime, fully amenitized central projects, expected to drive future earnings growth. At the same time, we continue to execute a disciplined capital allocation strategy, leveraging all available value-creation options, while maintaining a resilient and future-proof balance sheet".