SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Additional information and cross-reference tables Additional information

employee Director or Directors by the Works Council shall occur within six months of the General Meeting. The Director representing employee shareholders, appointed by the General Meeting, is not taken into account for the purpose of determining the number of employee Directors to be appointed. The duties of the members of the Board of Directors and the Chairman of the Board of Directors (whether or not he is Chairman and Chief Executive Officer) shall end upon completion of the Annual General Meeting called to approve the financial statements for the year during which they reach the age limit. The duties of an employee Director shall also terminate in the event of termination of his or her employment contract, on the date of the termination, subject to intragroup transfer If the conditions for application of the law are not met, the term of office of the employee Director or Directors shall end upon completion of the meeting of the Board of Directors that confirms the Company’s exit from the scope of application of the law. The Board of Directors determines the Company’s overall business strategy and examines any issues related to the efficient operation of business. The Board’s activities are organized and led by the Chairman of the Board. Board meetings may be held using videoconferencing or other interactive telecommunication technology, under the conditions stated by law. Each Director appointed by the General Meeting is required to hold at least 800 shares. General Management (Articles 13 and 15) „ At the choice of the Board of Directors, the Company’s General Management is assumed either by the Chairman of the Board of Directors, in this case in his capacity as Chairman and Chief Executive Officer, or by the Chief Executive Officer. The Chief Executive Officer, chosen by the Board of Directors, whether or not from among its own members, is vested with the broadest authority to act under any circumstances in the name of the Company within the limits of the corporate purpose and subject to such powers as the law expressly attributes to General Meetings and to the Board of Directors. He represents the Company in its relations with third parties. General Meetings and voting rights (Article 18) „ Any shareholder may participate in General Meetings in person or by proxy, provided that his/her/its shares have been formally recorded in the accounts, subject to the applicable legal provisions. Where decided by the Board, shareholders may be convened to and vote at a General Meeting by any form of electronic communication. All shareholders may give proxy to another person or entity to represent them at a General Meeting, subject to the applicable legal provisions. Legal entities shareholders are represented at a General Meeting by their

legal representative or by any person designated by such legal representative. At all General Meetings, voting rights are exercisable by the beneficial owner of the shares. Each shareholder has a number of voting rights corresponding to the number of shares held, without limitation. However, double voting rights are allocated to fully paid-up shares registered in the name of the same holder for at least two years. In addition, in the case of a capital increase through capitalization of reserves, profits or share premiums, registered shares allocated free of charge to a shareholder carry double voting rights from the date on which they are issued on the basis of shares already held by the shareholder carrying such entitlement. Double voting rights are forfeited when the shares are converted to bearer form or sold. However, double voting rights are not forfeited when title is transferred by way of an inheritance or as a result of the liquidation of the marital estate or an inter vivos donation to a spouse or a relative in the direct line of succession, and the transfer is not taken into account for the purpose of calculating the two-year qualifying period. shareholders may vote by mail in accordance with applicable laws and regulations. Allocation and appropriation of net income (Article 20) „ Each year, 5% of net income for the year less any losses carried forward from prior years, is credited to the legal reserve, until such time as the legal reserve represents 10% of the share capital. If the share capital is increased, the same transfer requirement applies until the legal reserve represents 10% of the new share capital. Distributable income corresponds to net income for the year less any losses carried forward from prior years and less any amounts to be credited to reserves in application of the law or the Company’s bylaws, plus retained earnings. The General Meeting may appropriate this distributable income as follows: All or part of this amount to any contingency or special 1. reserves or to retained earnings, based on a recommendation of the Board of Directors. If these appropriations do not absorb the total amount of 2. distributable income, shareholders are paid a non-cumulative first dividend equal to 5% of the paid-up par value of shares, without being entitled to claim such payment from appropriations from the distributable income of subsequent years. If any funds remain after paying these appropriations, they 3. are used to pay a second dividend. The Annual General Meeting approving the financial statements for the fiscal year may decide to offer shareholders the option of receiving all or part of the dividend (or any interim dividend) in cash or in shares.

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