SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

9

Financial and accounting information 2017 Consolidated financial statements

The table below shows changes in the number of performance share rights: Number of rights NUMBER OF PERFORMANCE SHARE RIGHTS AT DECEMBERb31, 2015 2,351,881 Performance share rights granted in Novemberɸ2016 1,231,320 Shares issued/delivered (583,220) Lapsed and canceled rights (196,856) NUMBER OF PERFORMANCE SHARE RIGHTS AT DECEMBERb31, 2016 2,803,125 Performance share rights granted in Novemberɸ2017 1,226,680 Shares issued/delivered* (458,795) Lapsed and canceled rights (83,570) NUMBER OF PERFORMANCE SHARE RIGHTS AT DECEMBERb31, 2017 3,487,440 Including 457,535 existing shares delivered under the 2013 plan, and 1,260 existing * shares delivered in advance under the 2014, 2015 and 2016 plans.

The fair value of the performance shares corresponds to the Saint-Gobain share price on the grant date less the value of dividends not payable on the shares during the vesting period and, as for the Group Savings Plan, minus the discount on restricted stock (i.e., stock subject to a four-year lock-up), which has been estimated at around 30% of the share price. The share-based payment expense is recognized over the two- or four-year vesting period of the performance shares. The expense recorded in the income statement in 2017 for these plans amounted to €16 million (2016: €10 million).

The following table shows the expected dates when shares under the four performance share plans outstanding at December 31, 2017 will be delivered (except in the case of early release following the grantee’s death or disability), along with the service and performance conditions remaining to be fulfilled:

Number of rights at Decemberb31, 2017 *

End of vesting and lock-up period Novemberɸ20, 2018 Novemberɸ26, 2019 Novemberɸ24, 2020 Novemberɸ23, 2021

Type of shares

Grant date

Novemberɸ20, 2014 Novemberɸ26, 2015 Novemberɸ24, 2016 Novemberɸ23, 2017

529,340 500,510

existing existing existing existing

1,230,910 1,226,680 3,487,440

TOTAL

Subject to fulfillment of the service and performance conditions applicable to each plan. *

Performance unit plans b) Performance unit plans subject to service and performance conditions were set up every year between 2012 and 2015 for certain management-grade employees and senior managers of the Group in France. These plans do not give rise to the delivery of shares but entitle grantees to receive cash compensation deferred over the long term (exercise period between four and ten years after the grant date), the amount of which will be determined by reference to the Company’s share price.

No long-term payment plan in the form of performance units was set up in 2017 or 2016, since all beneficiaries received rights to performance shares. In 2017, 490,914 performance units under the 2013 plan vested, while 79,871 performance units under the same plan lapsed, including 61,645 because the related performance condition was only partly met.

The table below shows historical data for the performance unit plans in the process of vesting at December 31, 2017:

Number of performance units granted at inception of plan

Number of performance units at Decemberb31, 2017*

Grant date

Exercised early

Novemberɸ20, 2014 Novemberɸ26, 2015

598,400 556,340

1,550

596,850 556,340

TOTAL

1,154,740

1,550

1,153,190

Subject to fulfillment of the service and performance conditions applicable to each plan. *

The expense recorded in the income statement in 2017 for these plans amounted to €21 million (2016: €20 million).

242 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017