(A société anonyme established under the laws of the Republic of France) 
                           
                                                                                                          Euro 2,500,000,000  
                                                                                          Euro Medium Term Note Programme 
                                                                                                                     ———— 
                           
                          Under the Euro Medium Term Note Programme (the “Programme”) described in this base prospectus (the “Base Prospectus”), Gecina (the “Issuer” or 
                          “Gecina”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). The 
                          aggregate nominal amount of Notes outstanding will not at any time exceed Euro 2,500,000,000 (or its equivalent in other currencies). 
                           
                          Application has been made to the Autorité des marchés financiers (the “AMF”) for approval of this Base Prospectus in its capacity as competent authority 
                          pursuant to Article 212-2 of its Règlement général (General Regulations) which implements the Directive 2003/71/EC of 4 November 2003 (as amended) on 
                          the prospectus to be published when securities are offered to the public or admitted to trading (the “Prospectus Directive”). References in this Base Prospectus 
                          to the “Prospectus Directive” shall include the amendments made by Directive 2010/73/EU. This Base Prospectus received the visa no. 13-177 on 24 April 
                          2013 from the AMF. 
                           
                          Application may be made for Notes to be issued under the Programme for a period of 12 months from the date of the visa granted by the AMF on this Base 
                          Prospectus to be listed and admitted to trading on Euronext Paris and/or any other regulated market situated in a Member State of the European Economic Area 
                          (“EEA”) as defined in the Directive 2004/39/EC on financial instruments markets (each such market being a “Regulated Market”). The Notes issued under 
                          the Programme may also be listed on an alternative stock exchange or market, or may be unlisted. The relevant final terms (the “Final Terms”) (a form of 
                          which is contained herein) in respect of the issue of any Notes will specify whether or not an application will be made for such Notes to be listed and admitted 
                          to trading and, if so, the relevant Regulated Market(s) or stock exchange(s) where the Notes will be listed and admitted to trading.  
                           
                          The minimum denomination of each Note admitted to trading on a Regulated Market in circumstances which require the publication of a prospectus under the 
                          Prospectus Directive will be €100,000 (or its equivalent in any other currency at the issue date), or such higher amount as may be allowed or required from time 
                          to time by the relevant monetary authority or any laws or regulations applicable to the relevant Specified Currency (as defined in “Terms and Conditions of the 
                          Notes – Interest and other Calculations”). 
                           
                          Notes may be issued either in dematerialised form (“Dematerialised Notes”) or in materialised form (“Materialised Notes”) as more fully described herein.  
                           
                          Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 et seq. of the French Code monétaire et financier. No physical 
                          documents of title will be issued in respect of Dematerialised Notes. Dematerialised Notes may, at the option of the Issuer, be (i) in bearer dematerialised form 
                          (au porteur) inscribed as from the issue date in the books of Euroclear France (“Euroclear France”) (acting as central depositary) which shall credit the 
                          accounts of Account Holders (as defined in “Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination”) including Euroclear 
                          Bank S.A./N.V. (“Euroclear”), and the depositary bank for Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or (ii) in registered 
                          dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in “Terms and Conditions of the Notes – Form, 
                          Denomination(s), Title and Redenomination”), in either fully registered form (au nominatif pur), in which case they will be inscribed either with the Issuer or 
                          with the registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (au nominatif administré) in which case 
                          they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders.  
                           
                          Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without 
                          interest  coupons  attached  (a  “Temporary  Global  Certificate”)  will  initially  be  issued  in  connection  with  Materialised  Notes.  Such  Temporary  Global 
                          Certificate will subsequently be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest or talons attached on or 
                          after a date expected to be on or about the fortieth (40th) day after the issue date of the Notes (subject to postponement as described in “Temporary Global 
                          Certificates issued in respect of Materialised Notes”) upon certification as to non U.S. beneficial ownership as more fully described herein. Temporary Global 
                          Certificates  will  (a)  in  the  case  of  a  Tranche  (as  defined  in  “General  Description  of  the  Programme”)  intended to  be  cleared  through  Euroclear  and/or 
                          Clearstream, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (b) in the case 
                          of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a 
                          clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below). 
                           
                          At the date of this Base Prospectus, the Programme is rated BBB (senior unsecured debt) by Standard & Poor’s Credit Market Services France S.A.S (“S&P”) 
                          and Baa2 (senior unsecured debt) by Moody’s Investors Service Ltd. (“Moody’s”). Each of S&P and Moody's is established in the European Union, registered 
                          under Regulation (EC) No 1060/2009, as amended (the “CRA Regulation”) and included in the list of registered credit rating agencies published by the 
                          European Securities and Markets Authority on its website (www.esma.europa.eu) in accordance with CRA Regulation. Notes issued under the Programme may, 
                          or may not, be rated. The rating of the Notes, if any, will be specified in the relevant Final Terms. The relevant Final Terms will specify whether or not such 
                          credit ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation. Where an issue of Notes is rated, 
                          its rating will not necessarily be the same as the rating assigned to Notes issued under the Programme. A rating is not a recommendation to buy, sell or hold 
                          securities and may be subject to suspension, change, or withdrawal at any time by the assigning rating agency. 
                           
                          The final terms of the relevant Notes will be determined at the time of the offering of each Tranche based on then prevailing market conditions and will be set 
                          out in the relevant Final Terms. 
                           
                          This Base Prospectus and the documents incorporated by reference herein will be available on the websites of the Issuer (www.gecina.fr) and the AMF 
                          (www.amf-france.org). 
                           
                          See “Risk Factors” for a discussion of certain factors which should be considered by prospective investors in connection with any investment in any of 
                          the Notes issued under the Programme. 
                           
                                                                                                                    Arranger 
                                                                                                                     Natixis 
                                                                                                                     Dealers 
                                                             BNP PARIBAS                                                                                            CM-CIC  
                                                          Crédit Agricole CIB                                                                                         Natixis 
                                                                                  Société Générale Corporate & Investment Banking 
                                                                                         The date of this Base Prospectus is 24 April 2013 
                           
           
          
         This Base Prospectus (including the Documents Incorporated by Reference (as defined below)) contains all relevant 
         information concerning the Issuer, the Issuer and its consolidated subsidiaries taken as a whole (the “Gecina Group” 
         or the “Group”) and the base terms and conditions of the Notes to be issued under the Programme, together with 
         supplements  to  this  Base  Prospectus  from  time  to  time  (each  a  “Supplement”  and  together  the  “Supplements”) 
         constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. In relation to each Tranche (as 
         defined herein) of Notes, the Base Prospectus must be read in conjunction with the applicable Final Terms. 
          
         This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see 
         “Documents  Incorporated  by  Reference”  below)  and  may  only  be  used  for  the  purpose  for  which  it  has  been 
         published. 
          
         No person is or has been authorised to give any information or to make any representation other than those contained 
         or incorporated by reference in this Base Prospectus in connection with the issue or sale of the Notes and, if given or 
         made, such information or representation must not be relied upon as having been authorised by the Issuer, the 
         Arranger or any of the Dealers (each as defined in “General Description of the Programme”). Neither the delivery of 
         this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication 
         that there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon which 
         this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the 
         financial position of the Issuer or the Group since the date hereof or the date upon which this Base Prospectus has 
         been  most  recently  amended  or  supplemented  or  that  any  other  information  supplied  in  connection  with  the 
         Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in 
         the document containing the same. 
          
         The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted 
         by  law.  The  Issuer,  the  Arranger  and  the  Dealers  do  not  represent  that  this  Base  Prospectus  may  be  lawfully 
         distributed,  or  that  any  Notes  may  be  lawfully  offered,  in  compliance  with  any  applicable  registration  or  other 
         requirements in any such jurisdiction, or pursuant to an exemption available thereunder or assume any responsibility 
         for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arranger or 
         the Dealers which is intended to permit a public offering of any Notes or distribution of this Base Prospectus in any 
         jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or 
         indirectly,  and  neither  this  Base  Prospectus  nor  any  offering  material  may  be  distributed  or  published  in  any 
         jurisdiction,  except  under  circumstances  that  will  result  in  compliance  with  any  applicable  laws and  regulations. 
         Persons into whose possession this Base Prospectus or any Notes may come are required by the Issuer, the Arranger 
         and the Dealers to inform themselves about, and to observe, any such restrictions. 
          
         THE  NOTES  HAVE  NOT  BEEN  AND  WILL  NOT  BE  REGISTERED  UNDER  THE  UNITED  STATES 
         SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  “SECURITIES  ACT”)  OR  WITH  ANY  SECURITIES 
         REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND 
         THE NOTES MAY INCLUDE MATERIALISED NOTES IN BEARER FORM THAT ARE SUBJECT TO U.S. TAX 
         LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED, SOLD OR, 
         IN THE CASE OF MATERIALISED NOTES IN BEARER FORM, DELIVERED WITHIN THE UNITED STATES 
         TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS (AS DEFINED IN THE U.S. 
         INTERNAL REVENUE CODE OF 1986, AS AMENDED). THE NOTES ARE BEING OFFERED AND SOLD 
         OUTSIDE THE UNITED STATES OF AMERICA TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S 
         UNDER THE SECURITIES ACT (“REGULATION S”). 
          
         This Base Prospectus is only being distributed to and is only directed at (i) persons who are outside the United 
         Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 
         (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities, and other persons to 
         whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together 
         being referred to as “relevant persons”). The Notes are only available to, and any invitation, offer or agreement to 
         subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is 
         not a relevant person should not act or rely on this Base Prospectus or any of its contents. 
          
         For a description of these and certain further restrictions on offers and sales of Notes and the distribution of this Base 
         Prospectus, see “Subscription and Sale” below. 
          
         This Base Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer, the 
         Arranger or any of the Dealers to subscribe for or purchase, any of the Notes.  
          
         The Arranger and the Dealers have not separately verified the information contained in this Base Prospectus. None of 
         the Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility, with respect 
         to the accuracy or completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor 
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         WS0101.16964638.1 
           
         any  other  information  supplied  in  connection  with  the  Programme  (including  any  information  incorporated  by 
         reference)  is  intended  to  provide  the  basis  of  any  credit  or  other  evaluation  and  should  not  be  considered  as  a 
         recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Base Prospectus or any 
         other information supplied in connection with the Programme (including any information incorporated by reference) 
         should  purchase  the  Notes.  Each  potential  purchaser  of  Notes  should  determine  for  itself  the  relevance  of  the 
         information contained in this Base Prospectus and its purchase of Notes should be based upon such investigation as it 
         deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the 
         Issuer or the Group during the life of the arrangements contemplated by this Base Prospectus nor to advise any 
         investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the 
         Arranger. 
          
         In connection with the issue of any Tranche (as defined in “General Description of the Programme”), the Dealer or 
         Dealers (if any) named as the stabilising manager(s) (the “Stabilising Manager(s)”) (or any person acting on behalf of 
         any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to 
         supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is 
         no assurance that the Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) will 
         undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public 
         disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any time, but it 
         must end no later than the earlier of thirty (30) days after the issue date of the relevant Tranche and sixty (60) days 
         after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted 
         by the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in accordance 
         with all applicable laws and rules. 
          
         In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to “€”, “Euro”, “EUR” 
         or “euro” are to the single currency of the participating Member States of the European Union (“EU”) which was 
         introduced on 1 January 1999, references to “£”, “pounds sterling”, “GBP” and “Sterling” are to the lawful currency 
         of the United Kingdom, references to “$”, “USD” and “U.S. Dollars” are to the lawful currency of the United States of 
         America, references to “¥”, “JPY”, “Japanese yen” and “Yen” are to the lawful currency of Japan and references to 
         “Swiss francs” or “CHF” are to the lawful currency of the Helvetic Confederation. 
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         WS0101.16964638.1 
           
                                TABLE OF CONTENTS 
                                        
                                                                   Page 
                                                                      
         DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................. 5 
         SUPPLEMENT TO THE BASE PROSPECTUS .......................................................................................................... 9 
         GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................................. 10 
         RISK FACTORS............................................................................................................................................................. 17 
         TERMS AND CONDITIONS OF THE NOTES .......................................................................................................... 23 
         TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF ................................................................. 52 
         MATERIALISED NOTES ............................................................................................................................................. 52 
         RECENT DEVELOPMENTS ....................................................................................................................................... 54 
         TAXATION ..................................................................................................................................................................... 60 
         SUBSCRIPTION AND SALE ....................................................................................................................................... 63 
         FORM OF FINAL TERMS ........................................................................................................................................... 66 
         GENERAL INFORMATION ........................................................................................................................................ 76 
         PERSON RESPONSIBLE FOR THE BASE PROSPECTUS .................................................................................... 78 
                                        
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         WS0101.16964638.1