SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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

Pension plan for Pierre-André de Chalendar in his capacity as non-salaried executive corporate officer Nature On the recommendation of the Nomination and Remuneration Committee, at its meeting on February 22, 2018, the Board of Directors decided, in accordance with article 17 of the rules and regulations of the SGPM supplementary pension plan for engineers and managers, that Pierre-André de Chalendar would continue to benefit in full from the provisions of said rules and regulations under the same conditions as those applicable to all members of the pension plan, except for the following amendment. In accordance with law (article L.225-42-1, paragraphs 7 and 8 of the French Commercial Code), the Board of Directors has decided that, as from the renewal of the mandate of Pierre-André de Chalendar, the annual increase of his potential rights under the SGPM supplementary pension plan for engineers and managers will be subject to a performance condition defined as having been allocated by the Board of Directors 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 (this condition being the same as for the compensation for termination of office described above). Person concerned Pierre-André de Chalendar – Chairman and Chief Executive Officer Reason explaining the interest of the undertaking for the company Your Board of Directors explained the interest of this undertaking by recalling that Pierre-André de Chalendar waived his employment contract in 2010 to be appointed as Chairman and Chief Executive Officer, which is why this undertaking has been given and renewed since that date. Benefits under the Group health and personal risk insurance contracts applicable to employees of Compagnie de Saint-Gobain to be maintained for Pierre-André de Chalendar in his capacity as non-salaried executive corporate officer Nature On the recommendation of the Nomination and Remuneration Committee, at its meeting on February 22, 2018, the Board of Directors decided that Pierre-André de Chalendar will continue to benefit in full from the Group health and personal risk insurance contracts entered into with GAN and Mutuelle Malakoff Médéric respectively. Person concerned Pierre-André de Chalendar – Chairman and Chief Executive Officer Reason explaining the interest of the undertaking for the company Your Board of Directors explained the interest of this undertaking by recalling that Pierre-André de Chalendar waived his employment contract in 2010 to be appointed as Chairman and Chief Executive Officer, which is why this undertaking has been given and renewed since that date.

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177 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017