SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

6

Corporate governance Management and Directors’ compensation

Compensation components paid or granted to Pierre-André de Chalendar, Chairman and Chief Executive Officer, in respect of 2017 (ArticlebL.225-100 of the French Commercial Code) (“Say on pay” ex post)

Amount or book value submitted to vote ( in EUR )

Compensation components paid or granted in respect of 2017

Description

Performance shares

Amount allocated: €1,710,478 (valuation based on method used to prepare the consolidated financial statements)

On November 23, 2017, the Board of Directors decided, as in 2016, to grant Pierre-André de Chalendar 67,000 performance shares, i.e. less than the sub-cap set by the General Shareholders’ Meeting of June 2, 2016 and less than the 10% cap on the overall grants of performance share and performance unit decided by the Board. Refer to the “Stock options” item above for the cap on grants to the Chairman and Chief Executive Officer relative to his overall compensation. Refer to Chapterɸ6, Sectionɸ2.4.3 for a description of the service and performance conditions applying to the vesting of performance shares. The performance conditions applying to performance shares allocated by the Group are demanding as evidenced by the achievement rates of the latest three performance share plans for which the performance condition has been determined (86.4% for the 2014 plan, 89.2% for the 2013 plan and 65.5% for the 2012 plan). Percentage of share capital represented by the allocation of performance shares to the Chairman and Chief Executive Officer: approximately 0.01%. Date of authorization by the General Shareholders’ Meeting: Juneɸ2, 2016 (resolution 14). Date of the Board’s grant decision: Novemberɸ23, 2017. No performance units were allocated to Pierre-André de Chalendar in 2017.

Performance units

None

Directors’ attendance fees None

Pierre-André de Chalendar is not paid any Directors’ fees. Pierre-André de Chalendar has use of a company car.

In-kind benefits

Amount due: €3,607 (book value)

158 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017