SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Corporate governance Management and Directors’ compensation

of his fixed compensation per year of seniority, and thus represents only 50% of the 3% ceiling of the annual compensation set by law, that will be applicable from June 7, 2018 should Pierre-André de Chalendar’s term of office be renewed. Finally, with regard to expenses associated with the payment of the seniority-based supplementary pension benefits referred to above, the Company would be required to pay a contribution on the premiums paid to the two insurance companies mentioned above, the rate of which is set at 24%. At December 31, 2017, the estimated amount of the pension that Pierre-André de Chalendar will receive as supplemental pension would come to a gross amount of €300,000 per year. This indicative amount is calculated in accordance with the methodology set by Article D.225-104-1 of the French Commercial Code, according to which the pension must be estimated on an annual basis, take into account the seniority acquired by the Executive Director in his/her duties at the closing date of the fiscal year, be based on the remunerations recorded during the last fiscal year(s) and be calculated independently of the conditions of realization of the

commitment, as if the Executive Director could benefit from it starting the day after the close of the fiscal year. The lifetime benefits granted consist of the retirement income described above, as well as life insurance, to which Pierre-André de Chalendar will have an opportunity to subscribe like other retirees upon retiring, the annual premium of which is estimated as at December 31, 2017 to be less than €9,000. This premium is assumed in its entirety by Compagnie de Saint-Gobain in the first year of retirement, after which only 50% continues to be assumed by the Company. Benefits under the Group health and personal risk insurance policies applicable to Compagnie de Saint-Gobain employees maintained for Pierre-André de Chalendar in his capacity as non-salaried Executive Director. Pierre-André de Chalendar continues to benefit in full from the Group’s health and personal risk insurance policies entered into with GAN and Mutuelle Malakoff Médéric, respectively, which all the employees of Compagnie de Saint-Gobain also benefit from.

Compensation components paid or granted to Pierre-André de Chalendar, 2.2.5 Chairman and Chief Executive Officer, in 2017 subject to shareholders’ approval at the General Shareholders’ Meeting of June 7, 2018 (“Say on Pay” ex post). The so-called “Sapin II” law (loi relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie économique), enacted on December 9, 2016, requires that the fixed, variable and exceptional components of overall compensation and benefits of any kind paid or granted to executive Directors in respect of the past fiscal year, be submitted to the approval of the Ordinary Shareholders’ Meeting each year, and for the first time in 2018. This vote is binding (in contrast to the advisory vote previously provided by the AFEP-MEDEF code). The compensation components paid or granted to Pierre-André de Chalendar, Chairman and Chief Executive Officer, in respect of 2017 were decided by the Board of Directors at its meetings on February 23, 2017, November 23, 2017 and February 22, 2018, upon proposal of the Nomination and Remuneration Committee and pursuant to the compensation policy – namely, the principles and criteria applying to the determination, distribution and allocation of the compensation components – for the Chairman and Chief Executive Officer approved by the General Shareholders’ Meeting of June 8, 2017 (tenth resolution).

156 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017