SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Management and Directors’ compensation

Principles and criteria applying to the determination, distribution and allocation of the compensation components of the Chairman and Executive Officer, for the 2018 fiscal year, submitted to the approval of the Ordinary General Shareholders’ Meeting (ArticlebL.225-37-2 of the French Commercial Code)

Compensation components attributable to the Chairman and Chief Executive Officer Consequences of departure of the Director on his stock options, performance shares and performance units

Cap

Description

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a) In the event of his departure as Director as a result of death, disability or retirement, as provided in the rules of the relevant long-term compensation plans, the Chairman and Chief Executive Officer will not be deprived of his right to exercise stock options and performance units or to receive the performance shares that he has been granted on his departure date. b) In the event of his departure as Director for other reasons, with the exception of the following, which will lead to forfeiture of the rights: - dismissal for serious misconduct or gross negligence separate from his duties; and - resignation (other than in the 12 months following a merger or demerger affecting Compagnie de Saint-Gobain, the acquisition of control of Compagnie de Saint-Gobain or a material change in the Group’s strategy leading to a major refocusing of its activity), the Board of Directors may, at the proposal of the Nomination and Remuneration Committee, decide whether to maintain, purely on a pro rata temporis basis , his benefit of all or part of the stock options, performance shares and performance units that he holds on his departure date and for which the minimum exercise period has not elapsed or which have not been delivered on that date, as the case may be. Any such decision by the Board of Directors must be justified in accordance with the AFEP-MEDEF code. The exercise of stock options and performance units, and the allocation of performance shares, would nonetheless remain subject in this case to the performance condition(s) stipulated in the rules of the relevant plans being met .

Directors’ attendance fees None

The Chairman and Chief Executive Officer is not paid any Directors’ fees. The Chairman and Chief Executive Officer has use of a company car.

In-kind benefits

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163 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017