SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Statutory Auditors’ special report on related-party agreements and undertakings

STATUTORY AUDITORS’ SPECIAL 5. REPORT ON RELATED-PARTY AGREEMENTS AND UNDERTAKINGS

(Annual General Meeting for the approval of the financial statements for the year ended December 31, 2017)

This is a free translation into English of the Statutory Auditors' special report on related party agreements and undertakings issued in French and is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

Compagnie de Saint-Gobain S.A. Les Miroirs

18, avenue d’Alsace 92400 Courbevoie France

To the Shareholders, In our capacity as Statutory Auditors of Compagnie de Saint-Gobain, we hereby report to you on related party agreements and undertakings. It is our responsibility to report to you, based on the information provided to us, on the main terms, conditions of agreements and undertakings, and the reasons put forward for their benefit to the company that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements or undertakings. Under the provisions of article R.225-31 of the French Commercial Code (Code de commerce), it is your responsibility to assess whether the agreements and undertakings are appropriate and should be approved. Where applicable, it is also our responsibility to provide you with the information required by article R.225-31 of the French Commercial Code (Code de commerce) in relation to the implementation during the year of agreements and undertakings already approved by the Annual General Meeting. We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying that the information given to us is consistent with the underlying documents.

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Agreements and undertakings to be submitted for the approval of the annual general meeting

Agreements and undertakings authorized during the year We were not informed of any agreements or undertakings authorized during the year to be submitted for the approval of the Annual General Meeting in accordance with article L.225-38 of the French Commercial Code (Code de commerce). Agreements and undertakings authorized since the closing We have been advised of the following agreements and undertakings, which have been authorized since the closing of the previous financial year and which have been subject to the prior authorization of your Board of Directors.

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