SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Management and Directors’ compensation

Performance share plans 2.4.3 Performance share plans have been set up by the Board of Directors every year since 2009. Under the authorization granted by the fourteenth resolution of the General Shareholders’ Meeting of June 2, 2016, at its meeting of November 23, 2017 the Board of Directors resolved to implement a performance share plan, following analysis and the recommendation of the Nomination and Remuneration Committee. This plan covers 2,105 employees and officers of the Group in France and abroad, who were granted a total of 1,226,680 performance shares (including the grant to the Chairman and Chief Executive Officer). It should be noted that no performance units plan was implemented in 2017, all the beneficiaries being granted performance shares. The duration of the vesting period was set at four years, with delivery of the shares to occur on the day after the close of this period. The performance criteria applicable to the performance share plan implemented on November 23, 2017 and their respective weightings are strictly identical to those applying to stock

options and will be calculated in the same way (see Section 2.4.2 above). However, the first 100 shares allocated to each grantee other than to Liaison Committee members will be exempt from the performance conditions. The performance conditions for performance shares allocated by the Group are demanding, as evidenced by the achievement rates for the latest three performance share plans for which the performance condition has been determined (86.4% for the 2014 (1) plan, 89.2% for the 2013 plan and 65.5% for the 2012 plan). Vesting of performance shares is subject to fulfillment of a service condition that applies for the entire duration of the acquisition period in a manner similar to that stipulated for stock options above (see Section 2.4.2 above). The ten Group employees and non-executive officers who were granted the highest number of shares in 2017 were allocated 195,500 performance shares (global information), valued at €48.37 per share based on the closing stock price on the day preceding the grant decided by the Board of Directors’ meeting of November 23, 2017.

The following table shows the history of the performance share plans outstanding at December 31, 2017 as well as the features of the 2013 plan, delivered in November 2017.

TABLE 10 – HISTORICAL INFORMATION ABOUT PERFORMANCE SHARE PLANS (AMF NOMENCLATURE) Year 2017 2016 2015 2014 2013 Date of General Shareholders' Meeting 06/02/2016 06/02/2016 06/04/2015 06/05/2014 06/07/2012 Date of Board of Directors’ meeting 11/23/2017 11/24/2016 11/26/2015 11/20/2014 11/21/2013 Type of shares existing existing existing existing existing Total number of performance share rights initially granted (4+0) 1,226,680 (3) 1,231,320 (2) 500,910 (2) 530,240 (1) 541,655 Of which, rights granted to Executive Director, P-A. de Chalendar 67,000 67,000 0 0 0 Cumulative number of shares delivered 0 410 400 900ɸ (5) 458,085ɸ (4) Number of rights forfeited 0 0 0 56,160 (6) 83,570ɸ (6) Total outstanding performance share rights 1,226,680 (8) 1,230,910ɸ (8) 500,510ɸ (8) 473,180ɸ (7) 0 Before application of the performance condition related to the ROCE of the Saint-Gobain Group (see 2014 Registration Document). (1) Before application of the performance conditions related to the ROCE of the Saint-Gobain Group and the Saint-Gobain share price performance (see 2015 and 2016 Registration Documents). (2) Before application of the performance conditions related to the ROCE of the Saint-Gobain Group, the Saint-Gobain share price performance and the Group’s corporate social responsibility (3) (see above). After taking into account service and performance conditions. (4) By anticipation, as part of the exceptions defined in the service conditions (including death, disability – see Chapter 6, Section 2.4.2). (5) Including 46,671 rights under the 2013 plan and 56,160 rights under the 2014 plan forfeited following partial achievement of the performance condition. (6) Subject to fulfillment of the service condition. (7) Subject to cumulative fulfillment of the service and performance conditions (see the Registration Document relating to the year in which the plan in question was implemented). (8)

6

(1) For the record, the performance condition for the 2014 performance share plan is set out on page 149 of the 2014 Registration Document: “[The] performance condition: function of the arithmetic average of return on capital employed (ROCE) (including goodwill), for 2015, 2016 and 2017, at constant accounting standards and perimeter, calculated as follows:

Arithmetic average of ROCE 2015-2017

Vesting percentage of performance shares

Greater than 11%

100ɸ%

Between 8.5% and 11% Less than or equal to 8.5%

[arithmetic average of the ROCE for 2015, 2016 and 2017 – 8.5%]/[11% - 8.5%]

0ɸ%

171 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017