SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

6

Corporate governance Management and Directors’ compensation

Stock options The following tables show the allocation of stock options to the Chairman and Chief Executive Officer in 2017 and the options he exercised. TABLE 4 – STOCK OPTIONS GRANTED IN 2017 TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (AMF NOMENCLATURE)

Number of options granted during the year

Value (based on method used to prepare the consolidated financial statements)

Exercise price

Exercise period

Options exercisable for new or existing shares

Name

Plan date

from 11/23/2021 to 11/22/2027

Pierre-André de Chalendar 11/23/2017

Not yet defined

€293,626

58,000 €49.38

TABLE 5 – STOCK OPTIONS EXERCISED IN 2017 BY THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (AMF NOMENCLATURE)

Options exercisable for new or existing shares

Number of options exercised during the year

Name

Plan date

Exercise price

Pierre-André de Chalendar

11/20/2008

new shares

15,000

€25.88

At its meeting of November 23, 2017, the Board granted 58,000 stock options to Pierre-André de Chalendar, as in 2016, representing approximately 0.01% of the share capital, and less than the sub-cap set by the General Shareholders’ Meeting on June 2, 2016. The features of the stock options, specifically the service and performance conditions to which the allocation is subject and which apply to the Chairman and Chief Executive Officer, are explained in Chapter 6, Section 2.4. Rules for holding shares As for previous years, the Chairman and Chief Executive Officer is required to retain a number of Saint-Gobain shares equal to at least 50% of the net capital gain on the underlying shares (after deducting social charges and taxes) at the time he exercises the 2017 options, until the cessation of his duties. However, this obligation will cease to apply if and when the total number of Saint-Gobain shares he personally holds in registered form, on the day the options are exercised, represents the equivalent of five years’ gross fixed compensation (based on the opening price quoted for Saint-Gobain shares on the option exercise date and the amount of his gross compensation applicable at that time). Performance shares The following tables show the performance shares granted or delivered to the Chairman and Chief Executive Officer during the 2017 fiscal year.

TABLE 6 – PERFORMANCE SHARES GRANTED IN 2017 TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (AMF NOMENCLATURE)

Value (based on method used to prepare the consolidated financial statements)

Performance conditions See Chapterɸ6 Sectionɸ2.4.3

Number of shares granted during year

Vesting date Availability date

Name

Plan date

Pierre-André de Chalendar

11/23/2017

67,000

€1,710,478

11/24/2021

11/25/2021

During the Board meeting of November 23, 2017, Pierre-André de Chalendar was granted 67,000 performance shares, as in 2016, representing approximately 0.01% of the share capital, less than the sub-cap set by the General Shareholders’ Meeting of June 2, 2016 and less than the 10% cap on the overall allocation envelope for performance shares and performance units decided by the Board. The features of the performance shares, specifically the service and performance conditions to which the allocation is subject and which apply to the Chairman and Chief Executive Officer, are explained in Chapter 6, Section 2.4.

152 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017