SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

6

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

Agreements and undertakings previously approved by the annual general meeting

Agreements and undertakings approved in previous years

a) Which were implemented during the year Pursuant to article R.225-30 of the French Commercial Code, we were informed that the following agreements and undertakings, approved in previous years by the Annual General Meeting, were implemented during the year.

Nature and date of approval by the Annual General Meeting Agreements with Wendel, a shareholder of Compagnie de Saint-Gobain

Person(s)/entity(ies) concerned

Implementation in the year ended December 31, 2017

These agreements, which were entered into on May 26, 2011 for a ten-year term, and which set out the principles and objectives of the long-term cooperation between Wendel and Saint-Gobain, have not given rise to any payment and mainly concern corporate governance, voting rights and changes in Wendel's interest in the capital of the Company. On the recommendation of the Nomination, Remuneration and Governance Committee, at its meeting on March 20, 2014, the Board of Directors decided that Pierre-André de Chalendar would continue to benefit in full from the Group health and personal risk insurance contracts entered into with GAN and Mutuelle Malakoff Médéric respectively. Payment of €8,246, made by the Company for Pierre André de Chalendar's insurance coverage in respect of 2017.

Wendel, shareholder with an interest of over 10% in Compagnie de Saint-Gobain

Approved by the Annual General Meeting ofb: June 7, 2012

Directors : Frédéric Lemoine, Chairman of the Management Board of Wendel and Bernard Gautier, member of the Management Board of Wendel

(Statutory Auditors’ special report of March 9, 2012) Group health and personal risk insurance contract for employees and corporate officers

Chairman and Chief Executive Officer:

Pierre-André de Chalendar

Approved by the Annual General Meeting ofb: June 5, 2014

(Statutory Auditors’ special report of March 24, 2014)

b) Which were not implemented during the year Furthermore, we were informed that the following agreements and undertakings, already approved by an Annual General Meeting in previous years, remained in force but were not implemented during the year. Undertakings given to Pierre-André de Chalendar concerning the compensation and benefits potentially due, in certain cases, on the termination of his duties as Chairman and Chief Executive Officer Nature and date of approval by the Annual General Meeting On recommendation of the Nomination, Remuneration and Governance Committee, at its meeting of March 20, 2014, the Board of Directors authorized the renewal of benefits payable to Pierre-André de Chalendar on the termination of his duties as Chairman and Chief Executive Officer ("compensation for termination of office") of Compagnie de Saint-Gobain (the "Company"). The terms and conditions of this compensation for termination of office are as follows: The compensation for termination of office will be paid in the event of the forced termination of Pierre-André de Chalendar's 1. duties as Chairman and Chief Executive Officer, irrespective of the form of termination, resulting from a change in control or strategy, if and only if: he is removed from office or his appointment as Chairman and Chief Executive Officer is not renewed, other than at his own a. initiative or as a result of gross or willful misconduct (by reference to case law relating to employment matters) or serious misconduct not related to his duties as Chief Executive Officer (in accordance with the case law definition), or he is forced to resign within the twelve months following: b. the date of approval by the shareholders of a merger or a demerger affecting the Company, or „ the date on which a third party or group of third parties acquires control of the Company (in accordance with article „ L.233-3 of the French Commercial Code), or the announcement by the Company's management bodies of a significant shift in the Group’s strategy leading to a major „ change in its business.

178 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017