SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

6

Corporate governance Management and Directors’ compensation

Compensation components subect to the approval of the General Shareholders’ Meeting of Juneb7, 2018 as related-party agreements and undertakings

Description

Compensation for loss of office

In the event of forced termination of office, irrespective of the form of termination under the following circumstances: a) he is removed from office or his mandate as Chairman and Chief Executive Officer is not renewed on expiry, other than at his own initiative or as a result of gross or willful misconduct or serious misconduct not related to his duties as Chief Executive Officer; or b) he is forced to resign within the 12ɸmonths following: the date of approval by the shareholders of a merger or demerger affecting Compagnie de Saint-Gobain; „ or the effective date on which a third party or group of third parties acting in concert acquires control of „ Compagnie de Saint-Gobain (in accordance with ArticleɸL.233-3 of the French Commercial Code); or the announcement by the Company’s governance bodies of a significant change in the Group’s strategy „ leading to a major refocusing of its business. Pierre-André de Chalendar would be able to receive compensation not to exceed the double of the sum of the fixed portion of his annual compensation received as of the date of termination of his duties, and the average annual variable compensation received or receivable in respect of his last three full fiscal years in office. In any case, no compensation for loss of office would be due if Pierre-André de Chalendar were to leave Compagnie de Saint-Gobain at his own initiative under circumstances other than those described above, or if, upon leaving the Company under one of the circumstances described above, he were eligible to retire during the twelve months following termination of his duties as Chairman and Chief Executive Officer and to receive a pension under the so-called “SGPM” defined benefit plan. In no case may the sum of the indemnity for termination of office and the non-compete indemnity described below exceed twice Pierre-André de Chalendar’s gross annual total compensation. The indemnity for loss of office shall be subject to fulfillment of a performance condition defined as the allocation by the Board of Directors of a variable part of compensation at least equal to one-half of the average maximum amount fixed for this variable part for the last three full fiscal years during which he will be Chairman and Chief Executive Officer and ending prior to the date on which he ceases his duties. Payment of this compensation for loss of office will be subject to prior determination by the Board of Directors, in accordance with applicable law, of fulfillment of this performance condition, on the date of his loss of office. Date of authorization by the Board of Directors: February 22, 2018. Date of approval by the General Shareholders’ Meeting: Juneɸ7, 2018 (in connection with the renewal of Pierre-André de Chalendar's term of office). Pierre-André de Chalendar has signed a firm and binding non-compete undertaking in favor of Compagnie de Saint-Gobain with a term of one year as from the date of his loss of office as Chairman and Chief Executive Officer. In consideration for this undertaking, in the event of his loss of office as Chairman and Chief Executive Officer for any reason whatsoever, he would receive a non-compete indemnity equal to one year’s total gross compensation. Gross annual compensation is considered as comprising the same fixed and variable amounts used to calculate his compensation for loss of office referred to above. Under no circumstances will the sum of the indemnity under the non-compete agreement and the compensation for loss of office exceed twice Pierre-André de Chalendar’s total gross annual compensation. It should be noted that the non-compete undertaking is a means of protection for Saint-Gobain , a non-compete indemnity being a mandatory compensation for the restrictions imposed. The Board of Directors reserves the right to unilaterally waive application of the non-compete agreement no later than on the date of termination of the Chairman and Chief Executive Officer’s duties, in which case he will be released from any commitment and no amount will be due to him on this account. Date of authorization by the Board of Directors: February 22, 2018. Date of approval by the General Shareholders’ Meeting: Juneɸ7, 2018 (in connection with the renewal of Pierre de Chalendar’s term of office).

Non-compete indemnity

164 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017