SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Corporate governance Management and Directors’ compensation

Performance unit plans 2.4.4 The Board approved the principle of implementing performance unit plans annually from 2012 to 2015, implemented by the Chairman and Chief Executive Officer (with the performance units granted to the latter being approved by the Board of Directors). No performance unit plan was implemented in 2017. Subject to fulfillment of the service and performance conditions, performance unit plans in place offer grantees the opportunity to receive, over the long term (an exercise period of between four years from the grant date to 10 years from that date), cash compensation for each unit equal to the Saint-Gobain share price on the reference date plus any dividend paid or distribution made from the start of the exercise period up to the reference date. Performance units constitute an operating expense adjustable each year but creating no shareholder dilution since they do not result in the creation of new shares.

The performance criteria applying to the performance unit plans implemented between 2012 and 2015 are strictly identical to those applicable to the performance share plans for the same year. The performance conditions pertaining to the performance units granted by the Group are demanding, as evidenced by the achievement rates of the performance unit 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). Exercise of performance units is subject to fulfillment of a service condition that applies during the entire duration of the exercise period in a manner similar to that stipulated for stock options above (see Section 2.4.2 above). The following table shows the history of performance unit plans not vested at December 31, 2017 as well as the features of the 2013 plan, which vested in November 2017.

TABLE 10 BIS – HISTORICAL INFORMATION ABOUT PERFORMANCE UNIT PLANS Year 2017 2016 2015

2014

2013

Date of Board of Directors’ meeting

N/A

N/A 11/26/2015

11/20/2014 598,400 (1)

11/21/2013

Total number of units initially granted (4+0)

-

-

556,340 (2)

588,535

Of which, units granted to Executive Director, P-A. de Chalendar

- - - - - - -

- - - - - - -

60,000

60,000

60,000

Starting date of exercise period

11/26/2019 11/25/2025

11/20/2018 11/19/2024

11/21/2017 11/20/2023 508,664ɸ (3)

Expiry date of performance unit exercise period Total number of units that have become exercisable

0 0

1,550ɸ (4) 81,172 (5)

Total number of units forfeited

79,871ɸ (5)

Of which, number of performance units granted to Executive Director, P-A. de Chalendar, forfeited

0

8,160

6,480

Performance units outstanding

556,340ɸ (7)

515,678ɸ (6)

-

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 Saint-Gobain share price performance (see 2015 Registration Document). (2) After taking into account service and performance conditions and including 17,750 performance units exercised by anticipation, as part of the exceptions defined in the service condition (3) (including death, disability – see Chapter 6, Section 2.4.2). By anticipation, as part of the exceptions defined in the service condition (including death, disability – see Chapter 6, Section 2.4.2). (4) Including 61,645 units under the 2013 plan and 81,172 units under the 2014 plan forfeited following partial achievement of the performance condition. (5) Subject to fulfillment of the service condition. (6) 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). (7)

The performance condition for the 2014 performance units plan is strictly identical to the condition applying to the 2014 performance share plan (1) referred to in the footnote on the previous page.

172 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017