SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

6

Corporate governance Management and Directors’ compensation

The following table shows the history of the stock option allocation plans in place at December 31, 2017. There are no other stock option plans in place or other option instruments involving the shares, whether listed or non-listed, of Group companies within or outside France. TABLE 8 – HISTORICAL INFORMATION ABOUT STOCK OPTION PLANS (AMF NOMENCLATURE) Year 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Date of General Meeting 06/02/2016 06/02/2016 06/05/2014 06/05/2014 06/07/2012 06/07/2012 06/04/2009 06/04/2009 06/04/2009 06/07/2007 Date of Board of Directors’ meeting 11/23/2017 11/24/2016 11/26/2015 11/20/2014 11/21/2013 11/22/2012 11/24/2011 11/18/2010 11/19/2009 11/20/2008 Type* Purchase or subscription Purchase Subscription Subscription Subscription Subscription Subscription Purchase or subscription Purchase or subscription Purchase or subscription

Total number of exercisable options at the start of the plan Adjustment to number of shares under option** Cumulative number of cancelled or forfeited options Total number of exercisable options after adjustments and forfeitures: Of which: options granted to Executive Directors: Jean-Louis Beffa

284,500 280,000 224,950 234,550 247,250 253,000 482,150 1,144,730 1,479,460 3,551,900

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A 375,614

0

0

0

0 98,047 (5) 202,994ɸ (4) 459,650ɸ (3) 1,117,390ɸ (3) 493,154ɸ (2) 773,932ɸ (1)

284,500 (8) 280,000ɸ (7) 224,950ɸ (7) 234,550ɸ (6)

149,203 50,006 22,500 27,340 986,306 3,153,582

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A 46,856ɸ (9)

Pierre-André de Chalendar

58,000 58,000 50,000 50,000 29,465 (9)

8,235ɸ (9)

0ɸ (10)

0ɸ (10) 133,333ɸ (9) 109,331ɸ (9)

Starting date of exercise period 11/23/2021 11/24/2020 11/26/2019 11/20/2018 11/21/2017 11/22/2016 11/25/2015 11/19/2014 11/20/2013 11/21/2012 Expiry date of exercise period 11/22/2027 11/23/2026 11/25/2025 11/19/2024 11/20/2023 11/21/2022 11/23/2021 11/17/2020 11/18/2019 11/19/2018 Exercise price** €49.38 €40.43 €39.47 €34.13 €38.80 €27.71 €31.22 €35.19 €36.34 €25.88 Number of options exercised at 12/31/2017** 0 0 0 0 17,071 30,044 22,500 27,340 331,792 1,968,567 Exercisable options 0 654,514 1,185,015 Of the plans in place at Decemberɸ31, 2017, 2008-2012 plans are for the subscription of new shares and the 2013 plan is a purchase plan. For the 2014-2017 plans, the Board of Directors * resolved that the type of options, whether for the purchase of existing shares or the subscription of new shares, would be determined at its discretion no later than the beginning of the exercise period, and that any options that might be exercised before their type had been determined would be to subscribe new shares. Following the Marchɸ23, 2009 capital increase in cash carried out by issuing and allocating stock warrants, the rights of stock option plan holders were maintained in accordance with the ** applicable regulations (ArticleɸR.228-91 of the French Commercial Code). The new exercise price was determined by taking into account the number of shares issued per existing share (2 new shares for 7ɸexisting shares), the issue price of the new shares (€14) and the cumulative rights share price (€24.58, corresponding to the weighted average price for the three trading days preceding the rights issue, i.e. Marchɸ18, 19 and 20, 2009). On this basis, the original exercise price was multiplied by an adjustment coefficient of 0.904363 to calculate the new price and the number of options was multiplied by 1.10575 so that the total value of option holders’ rights (number of options multiplied by the exercise price) was the same before and after the adjustment. Including 718,644 non-exercisable options because the performance condition was only partly met (performance condition attached to all the options granted in Novemberɸ2008 to corporate (1) Directors, and half of the options granted in Novemberɸ2008 to 176ɸmembers of the Group’s senior management). Including 493,154 non-exercisable options because the performance condition was only partly met (performance condition attached to all the options granted in Novemberɸ2009). (2) Because the performance condition for the 2010 and 2011 plans was not met, options not exercised before determining the result of the performance conditions as part of the early-exercise (3) conditions were forfeited. Options which cannot be exercised following the partial fulfillment of performance conditions related to the relative performance of the Saint-Gobain share price to which all options granted (4) in Novemberɸ2012 were subject. Options which cannot be exercised following the partial fulfillment of performance conditions related to the relative performance of the Saint-Gobain share price to which all options granted (5) in Novemberɸ2013 were subject. Before application of the performance condition relative to Saint-Gobain share price performance (see 2014 Registration Document). (6) Before application of the performance conditions relative to Saint-Gobain share price performance and the ROCE of the Saint-Gobain Group (see 2015 and 2016 Registration Documents). (7) Before application of the performance conditions relative to the ROCE of the Saint-Gobain Group, the Saint-Gobain share price performance and the Group’s corporate social responsibility (8) (see above). outstanding at 12/31/2017** 284,500 280,000 224,950 234,550 132,132 19,962 0

After deducting the options granted that are not exercisable because the performance condition was only partly met. (9) After deducting all the options granted that are not exercisable because the performance condition was not met. (10)

170 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017