SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Financial and accounting information Compagnie de Saint-Gobain 2017 annual financial statements (parent company)

Potential number of shares 10.8 At the Annual General Meeting of June 2, 2016 , shareholders authorized the Board of Directors of Compagnie de Saint-Gobain to: grant stock options exercisable for new or existing shares, „ subject to performance conditions, representing up to 1.5% of the share capital on the day the AGM was held, with a sub-limit of 10% of this limit for corporate Directors of Compagnie de Saint-Gobain, i.e. 8,322,705 options, including a maximum of 832,270 options for corporate Directors (13th resolution/38-month authorization commencing June 2, 2016). The Board of Directors made partial use of this authorization on November 24, 2016, by granting 280,000 options (including 58,000 for corporate Directors), and on November 23, 2017, by granting 284,500 options (including 58,000 for corporate Directors) (see section 10.4); grant free performance existing shares, subject to „ performance conditions, representing up to 1.2% of the share capital on the day the AGM was held, with a sub-limit of 10% of this limit for corporate Directors of Compagnie de Saint-Gobain, i.e. 6,658,164 performance shares, including a maximum of 665,816 performance shares for corporate Directors (14th resolution/38-month authorization commencing June 2, 2016). The limit of 1.2% and sub-limit of 10% are being set off against the limits specified under the 13th resolution of the Annual General Meeting referred to above regarding stock options. The Board of Directors made partial use of this authorization on November 24, 2016, by granting 1,231,320 performance shares (including 67,000 for corporate Directors), and on November 23, 2017, by granting 1,226,680 performance shares (including 67,000 for corporate Directors) (see section 10.5). Non-voting participating securities In June 1983, Compagnie de Saint-Gobain issued 1,288,299 non-voting participating securities with a face value of FRF 1,000. Their face value is now €152.45, following their conversion to euros in 1999. A certain number of these securities have been bought back over the years. At December 31, 2017, 606,883 were outstanding with an aggregate face value of €92.5 million. Interest on the securities ranges from 75% to 125% of the average corporate bond rate (TMO), based on the Group’s consolidated income. Interest paid in 2017 amounted to €1.36 per security. In April 1984, 194,633 non-voting participating securities were issued with a face value of ECU 1,000, now €1,000. OTHER EQUITY NOTE 11

At the Annual General Meeting of June 8, 2017 , shareholders authorized the Board of Directors of Compagnie de Saint-Gobain to: issue, on one or several occasions, up to 111,000,000 new „ shares or securities giving access to the share capital of the Company or subsidiaries, with preferential subscription rights, or without preferential subscription rights but with a compulsory priority period for existing shareholders, or to issue new shares through the capitalization of premiums, reserves, profits and free allocation of shares to the existing shareholders, or without preferential subscription rights in consideration for contributions in kind (12th to 16th resolutions/26-month authorization commencing June 8, 2017); issue, on one or several occasions, up to 12,225,000 new „ shares to members of the Group Savings Plan (17th resolution/26-month authorization commencing June 8, 2017); issue, on one or several occasions, directly or indirectly, up „ to 220,000 new shares to certain employees of the Saint-Gobain Group companies with headquarters based outside France (18th resolution, to be deducted from the ceiling of 12,225,000 referred to above/18-month authorization commencing June 8, 2017). If all outstanding stock options were to be exercised with the issue of new shares, this would potentially have the effect of increasing the number of shares outstanding to 556,440,582 shares. In addition, if the authorizations described above were to be used in full by the Board of Directors, this would potentially have the effect of increasing the number of shares outstanding to 684,965,787 shares.

A certain number of those securities have been repurchased over the years. At December 31, 2017, 77,516 were outstanding with an aggregate face value of €77.5 million. Interest on these securities comprises (i) a fixed portion of 7.5% per year applicable to 60% of the nominal amount of the security, and (ii) a variable portion applicable to the remaining 40% of the nominal amount of the security, which is linked to consolidated net income of the previous year and to the Libor EUR 6 month reference rate +7/8%. The amount paid per security in 2017 totaled €65.35, paid in two installments (€32.55 + €32.80). None of these securities are redeemable and the remuneration paid to investors is qualified as interest expense.

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291 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017