SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Corporate governance Management and Directors’ compensation

The total fixed and variable Director’s fees paid to each individual Director in respect of 2016 and 2017 are shown in Table 3 below.

TABLE 3 – SUMMARY OF EACH DIRECTOR’S COMPENSATION (AMF NOMENCLATURE) Non-executive Directors Gross amounts received ( in EUR ) for 2017

forb2016

Isabelle Bouillotb (1) Alain Destrainb (2) Jean-Martin Folz (3) Bernard Gautier (3) Iêda Gomes Yellb (4) Anne-Marie Idrac

-

30,443 64,808 89,002 78,241 30,359 71,564 32,935 74,235 71,742 78,241 93,008 64,808 53,049 56,797 60,803 72,980 76,985 -

66,717 50,481 46,175 70,315 83,454 78,793 83,456 83,456 101,259 71,380 30,735 74,978 79,149 87,760 89,315 - 2,577

Sylvia Jayb (1) Pamela Knapp Pascal Laïb (2)

Agnès Lemarchand Frédéric Lemoine Dominique Leroyb (5)

Jacques Pestre Olivia Qiu (6) Denis Ranque Gilles Schnepp

Jean-Dominique Senard

Philippe Varin

TOTAL

1,100,000

1,100,000

Director up to Juneɸ2, 2016. (1) It should be noted that, at the time they took up their positions in Decemberɸ2014 and for the entire duration of their terms as employee Directors, Alain Destrain and Pascal Laï each decided (2) to donate to the trade unions with which they are each affiliated, i.e. Confédération générale du travail and Confédération française démocratique du travail, respectively, all the attendance fees (net of social charges) paid by the Company for their terms as Directors. The net amount of these Director’s fees is consequently paid directly by Compagnie de Saint-Gobain to these trade unions.

Director up to Juneɸ8, 2017. (3) Director since Juneɸ2, 2016. (4) Director co-opted by the Board of Directors on November 23, 2017 (see Chapter 6, Section 1.1.4). (5) Director up to June 30, 2017. (6)

With the exception of Alain Destrain, Safety Auditor for compensation in respect of their salaried positions, none of Saint-Gobain Interservices, Pascal Laï, Saint-Gobain Sekurit the non-executive Directors received any other compensation France Environment, Health and Safety Promoter, and from Compagnie de Saint-Gobain or any Saint-Gobain Jacques Pestre, Senior Vice President of SGDB France, in subsidiary for 2016 or 2017. charge of POINT.P Matériaux de Construction, who received Chairman and Chief Executive Officer's 2.2 compensation policy

Reminder of the general 2.2.1 principles of the Chairman

companies and in particular meets transparency and performance measurement requirements. They also ensure that it evolves taking into account the Group’s performance and market's practices. The Chairman and Chief Executive Officer’s compensation package is determined by taking into account all pay components (fixed compensation, annual variable compensation, multi-year variable compensation, compensation for loss of office and pension benefits), with a view to achieving a balanced mix of these components. When setting the various components of the Chairman and Chief Executive Officer’s compensation, the Board of Directors also takes into consideration benchmarks of CAC 40 companies comparable to Saint-Gobain in terms of sales, workforce and international scope of operations.

and CEO's compensation policy for 2017

The policy governing the Chairman and Chief Executive Officer’s compensation for 2017 was decided by the Board, at its meeting of February 23, 2017, based on the recommendations of the Nomination and Remuneration Committee and was approved by the General Shareholders’ Meeting of June 8, 2017 (tenth resolution). The Board of Directors and the Nomination and Remuneration Committee are committed to ensuring that the Chairman and Chief Executive Officer’s compensation complies at all times with the recommendations of the AFEP-MEDEF corporate governance code for French listed

148 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017