SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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

No compensation for termination of office will be due if Pierre-André de Chalendar leaves the Company (i) at his own 2. initiative in circumstances other than those described in 1. above, or (ii) in one of the circumstances described in 1. above, if he would have been eligible to retire during the following twelve months and to receive a pension under the SGPM supplementary pension plan for engineers and managers. The amount of the compensation for termination of office will be equal to no more than twice the amount of Pierre-André de 3. Chalendar's total gross annual compensation as Chairman and Chief Executive Officer, defined as the sum of the fixed portion of the annual compensation of the Chairman and Chief Executive Officer received as of the date of termination of his duties, and the average annual variable bonus of the Chairman and Chief Executive Officer received or receivable in respect of his last three years in office (this total gross annual compensation is defined hereinafter as the "Reference Compensation"). In any case, the sum of the compensation for termination of office and of the non-compete agreement compensation (defined hereinafter) will not exceed two times the amount of the Reference Compensation. Payment of the compensation for termination of office will be subject to fulfilment of a performance condition evidenced by 4. the Board of Directors’ decision to award him an average bonus for the last three full years ended before the termination of his duties as Chairman and Chief Executive Officer at least equal to one half of the average maximum bonus. Payment of the compensation for termination of office will be dependent on the Board of Directors' acknowledgement, under the conditions set out by the legislation in force, of the fulfilment of this performance condition as of the date his duties are terminated. On the recommendation of the Nomination, Remuneration and Governance Committee, at its meeting on March 20, 2014, the Board of Directors authorized the renewal of a firm and irrevocable non-compete agreement between Pierre-André de Chalendar and the Company for a period of one year from the date on which his functions as Chairman and Chief Executive Officer are terminated in circumstances qualifying him for the compensation for termination of office. In consideration for this undertaking, Pierre-André de Chalendar will receive a compensation (“non-compete agreement compensation”) equal to the Reference Compensation, it being specified that the amount of the compensation for termination of office due to Pierre-André de Chalendar will, if necessary, be reduced so that the sum of the non-compete agreement compensation and the compensation for termination of office amount will not exceed two times the Reference Compensation. On the recommendation of the Nomination, Remuneration and Governance Committee, at its meeting on March 20, 2014, the Board of Directors decided that, in the event of termination of his duties as Chairman and Chief Executive Officer under circumstances qualifying him for the compensation for termination of office, it reserves the right, on the proposal of the Nomination, Remuneration and Governance Committee, to choose whether or not to maintain all or some of Pierre-André de Chalendar's rights to Saint-Gobain stock options, performance shares and performance units granted to him as of the date of termination that have not been delivered as of this date or for which the exercise period has not expired, as the case may be, provided that, where applicable, the performance condition(s) set out in the plans concerned have been fulfilled. Approved by the Annual General Meeting of: June 5, 2014 (Statutory Auditors’ special report of March 24, 2014) Person concerned Pierre-André de Chalendar – Chairman and Chief Executive Officer

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179 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017