MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines published by European Securities and Markets Authority ("ESMA") on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU on markets in financial instruments (as amended "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 on insurance distribution (as amended or superseded, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Final Terms dated 23 January 2023

GECINA

Issue of €50,000,000 2.000 per cent. Green Notes due 30 June 2032, to be assimilated (assimilées) and form a single

series with the existing €500,000,000 2.000 per cent. Green Notes due 30 June 2032 issued on 30 June 2017

under the €8,000,000,000 Euro Medium Term Note Programme

Series No.: 14

Tranche No.: 2

Issue Price: 86.530 per cent.

HSBC

As Lead Manager

3

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") which are the 2017 Terms and Conditions (as defined in section "Documents incorporated by reference") incorporated by reference in the Base Prospectus (as defined below). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation (as defined below) and must be read in conjunction with the Base Prospectus dated 17 June 2022 which received approval number 22-226 from the Autorité des marchés financiers ("AMF") in France on 17 June 2022 and the first supplement to the Base Prospectus dated 24 October 2022 which received approval number 22-422 from the AMF on 24 October 2022, which together constitute a base prospectus for the purposes of the Prospectus Regulation (together, the "Base Prospectus"), including the Conditions which are incorporated by reference therein. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus (including any supplement hereto) is available for viewing on the websites of (a) the AMF (www.amf-france.org)and (b) the Issuer (www.gecina.fr).

1

Issuer:

Gecina

2

(i) Series Number:

14

(ii) Tranche Number:

2

(iii)Date on which the Notes will be assimilated

The Notes will be assimilated (assimilables) and form

(assimilables) and form a single Series:

a single Series with the existing €500,000,000 2.000 per

cent. Green Notes due 30 June 2032 issued on 30 June

2017 (the "Existing Notes") as from the date of

assimilation which is expected to be on or about forty

(40) days after the Issue Date.

3

Specified Currency or Currencies:

Euro (€)

4 Aggregate Nominal Amount of Notes:

(i) Series:€550,000,000

(ii)Tranche:

€50,000,000

5

Issue Price:

86.530 per cent. of the Aggregate Nominal Amount of

the Tranche plus an aggregate amount of €572,602.74

corresponding to the interest accrued from and

including the Interest Commencement Date to but

excluding the Issue Date.

6

Specified Denomination(s):

€100,000

7

(i) Issue Date:

25 January 2023

(ii) Interest Commencement Date:

30 June 2022

8

Maturity Date:

30 June 2032

9

Interest Basis:

2.000 per cent Fixed Rate

(further particulars specified below)

10

Redemption/Payment Basis:

Subject to any purchase and cancellation or early

redemption, the Notes will be redeemed on the Maturity

Date at 100 per cent. of their nominal amount

11

Change of Interest Basis:

Not Applicable

4

12

Put/Call Options:

Make-Whole Redemption

Residual Maturity Call Option

Restructuring Put Option

Clean-up Call Option

(further particulars specified below in items 21/22/23

and 24)

13

(i) Status of the Notes:

Unsubordinated Notes

(ii)

Dates of the corporate authorisations

Resolutions of the Board of Directors (Conseil

for issuance of the Notes:

d'Administration) of the Issuer dated 17 February 2022

and decision of Mr. Beñat Ortega, Directeur Général of

the Issuer dated 20 January 2023.

14

Method of distribution:

Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15

Fixed Rate Note Provisions:

Applicable

(i)

Rate of Interest:

2.000 per cent. per annum payable annually in arrears

(ii)

Interest Payment Dates:

30 June in each year starting on 30 June 2023 and

ending on the Maturity Date, not adjusted

(iii)

Fixed Coupon Amount:

€2,000 per Note of €100,000 Specified Denomination

(iv)

Broken Amount(s):

Not Applicable

(v)

Day Count Fraction:

Actual/Actual-ICMA

(vi)

Determination Dates:

30 June in each year

16

Floating Rate Note Provisions:

Not Applicable

17

Inverse Floating Rate Notes Provisions:

Not Applicable

18

Zero Coupon Note Provisions:

Not Applicable

PROVISIONS RELATING TO REDEMPTION

19

Call Option:

Not Applicable

20

Put Option:

Not Applicable

21

Make-Whole Redemption:

Applicable

(Condition 6(d))

(i)

Notice period:

As per Condition 6(d)

(ii)

Reference Security:

5.50 per cent. Federal Government Bund of

Bundesrepublik Deutschland due January 2031

reference code DE0001135176

(iii)

Reference Dealers:

As per Condition 6(d)

5

(iv)

Similar Security:

Determined by the Calculation Agent as per Condition

6(d)

(v)

Redemption Margin:

0.25 per cent. per annum

22

Residual Maturity Call Option:

Applicable

(Condition 6(e))

(i)

Residual Maturity Call Option Date:

30 March 2032

(ii)

Notice period:

As per Condition 6(e)

23

Restructuring Put Option:

Applicable

24

Clean-up Call Option:

Applicable

(Condition 6(j))

(i)

Minimum Percentage:

80 per cent.

25

Final Redemption Amount of each Note:

€100,000 per Note of €100,000 Specified

Denomination

26

Early Redemption Amount:

(i)

Early Redemption Amount(s) of each

€100,000 per Note of €100,000 Specified

Note payable on redemption for

Denomination

taxation reasons (Condition 6(i)), for

illegality (Condition 6(m)) or on event

of default (Condition 9):

  1. Redemption for taxation reasons Yes permitted on days other than Interest Payment Dates (Condition 6(i)):

(iii)

Unmatured

Coupons to

become void Not Applicable

upon early

redemption

(Materialised

Notes only (Condition 7(f))):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

  1. Form of Notes:
    1. Form of Dematerialised Notes:
    2. Registration Agent:
    3. Temporary Global Certificate:
  3. Financial Centre(s) for the purpose of Condition 7(h):

Dematerialised Notes

Bearer dematerialised form (au porteur)

Not Applicable

Not Applicable

TARGET 2

6

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Gecina SA published this content on 31 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 January 2023 11:07:03 UTC.