SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Corporate governance Composition and operation of the Board of Directors

Summary of changes in the composition of the Board of Directors The following table shows the changes in the composition of the Board of Directors in fiscal year 2017 and the changes proposed to the General Shareholders’ Meeting of June 7, 2018: General Shareholders’ Meeting of Juneb8, 2017 General Shareholders’ Meeting of Juneb7, 2018 Cessation of duties None

Jean-Martin Folz Bernard Gautierɸ (1)

Renewal

Pamela Knappɸ (2) Agnès Lemarchandɸ (2)

Pierre-André de Chalendar

Gilles Schneppɸ (2) Philippe Varinɸ (2)

Proposed nomination/ratification

None

Dominique Leroyɸ (3)

In accordance with existing agreements between the Company and Wendel (see Chapter 8, Section 2.4). (1) Independent Director. (2) Independent Director, co-opted on November 23, 2017 following the resignation of Olivia Qiu on June 30, 2017. (3)

The following table shows the changes in the composition of the Board with regard to independence, representation of women, and representation of foreign members during fiscal year 2017, and as envisaged by the end of the General Shareholders’ Meeting to be held in 2018:

As from the General Shareholders’ Meeting of Juneb7, 2018 (contemplated)

As from the General Shareholders’ Meeting of Juneb2, 2016

As from the General Shareholders’ Meeting of Juneb8, 2017

Percentage of independents ɸ (1)

54% 36% 23%

73% 42% 27%

73% 42% 27%

Percentage of women ɸ (2)

Percentage of foreign nationals ɸ (3)

In compliance with computation rules set by the AFEP-MEDEF Code. (1) Excluding employee Directors, in accordance with the law. (2) Excluding employee Directors appointed under specific mandatory legal provisions. (3)

Summary of the composition of the Board of Directors Committees The following tables show the changes in the composition of the three Board of Directors Committees in fiscal year 2017. No changes are planned upon completion of the General Shareholders’ Meeting scheduled for June 7, 2018: Audit and Risk Committee b As from the General Shareholders’ Meeting of Juneb2, 2016 As from the General Shareholders’ Meeting of Juneb8, 2017 Chairman Jean-Dominique Senardɸ (1) Philippe Varinɸ (1) Members Pamela Knappɸ (1) Agnès Lemarchandɸ (1) Frédéric Lemoine Pamela Knappɸ (1) Agnès Lemarchandɸ (1) Gilles Schnepp (1) Independent Director. (1)

Nomination and Remuneration Committee

As from the General Shareholders’ Meeting of Juneb2, 2016

As from the General Shareholders’ Meeting of Juneb8, 2017

As from the General Shareholders’ Meeting of Juneb8, 2017

Chairman Members

Philippe Varinɸ (1)

Anne-Marie Idracɸ (1) Frédéric Lemoine Pascal Laïɸ (2) Olivia Qiuɸ (1)

Anne-Marie Idracɸ (1) Iêda Gomes Yell (1) Pascal Laï (2) Denis Ranque

Bernard Gautier Anne-Marie Idracɸ (1)

Pascal Laï (2) Olivia Qiu (1)

Independent Director. (1) Employee Director, not included in the ratio of Independent Directors, in accordance with the recommendations of the AFEP-MEDEF Code. (2)

As from the General Shareholders’ Meeting of Juneb2, 2016

As from the General Shareholders’ Meeting of Juneb8, 2017

Strategy and Corporate Social Responsibility Committee

Chairman Members

Jean-Martin Folz

Jean-Dominique Senardɸ (1) Pierre-André de Chalendar Frédéric Lemoine

Pierre-André de Chalendar Frédéric Lemoine

Independent Director. (1)

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