Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

2. Management and Directors’ compensation

TABLE 8 – HISTORICAL INFORMATION ABOUT STOCK OPTION PLANS (AMF NOMENCLATURE)

Year

2016

2015

2014

2013

2012

2011

2010

2009

2008

2007

Date of General Meeting Directors’ meeting Date of Board of

06/02/2016 06/05/2014 06/05/2014 06/07/2012 06/07/2012 06/04/2009 06/04/2009 06/04/2009 06/07/2007 06/07/2007

11/24/2016 11/26/2015 11/20/2014 11/21/2013 11/22/2012 11/24/2011

11/18/2010 11/19/2009 11/20/2008 11/22/2007

Purchase or subscription

Purchase or subscription subscription

Purchase or Purchase or

Type*

Subscription Subscription Subscription Subscription Subscription Subscription Subscription

Total number of

the start of the plan exercisable options at 280,000 224,950 234,550 247,250 253,000 482,150 1,144,730 1,479,460 3,551,900 3,673,000 Adjustment to number of shares under option** N/A N/A N/A N/A N/A N/A N/A N/A 375,614 383,133 Cumulative number of cancelled or forfeited options 0 0 0 0 202,994 (5) 459,650 (4) 1,117,390 (4) 493,154 (3) 773,932 (2) 652,962 (1)

exercisable options after adjustments and forfeitures: Total number of granted to executive Of which: options Directors: Mr. Jean-Louis Beffa

280,000 (7)

224,950 (7)

234,550 (6)

247,250 (6)

50,006 22,500 27,340 986,306 3,153,582 3,403,171

55,288 (8)

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A 46,856 (9)

Mr. Pierre-André de Chalendar

58,000 50,000 50,000 50,000 8,235 (9)

0 (10)

0 (10)

133,333 (9)

109,331 (9)

110,575 (8)

exercise period Starting date of exercise period Expiry date of

11/24/2020 11/26/2019 11/20/2018 11/21/2017 11/22/2016 11/25/2015 11/19/2014 11/20/2013 11/21/2012 11/23/2011

11/23/2026 11/25/2025 11/19/2024 11/20/2023 11/21/2022 11/23/2021 11/17/2020 11/18/2019 11/19/2018 11/21/2017

Exercise price**

€40.43

€39.47

€34.13

€38.80

€27.71

€31.22

€35.19 €36.34 €25.88

€64.72

Number of options exercised at 12/31/2016** Exercisable options outstanding at 12/31/2016**

0

0

0 10,000 20,290 22,500 27,340 176,438 1,450,760

0

280,000 224,950 234,550 237,250

29,716

0

0 809,868 1,702,822 3,403,171

6

Of the plans in place at December 31, 2016, 2007-2012 plans are for the subscription of new shares. For the 2013 to 2016 plans, the Board of Directors resolved that * the type of options, whether for the purchase of existing shares or the subscription of new shares, would be determined at its discretion no later than by the beginning of the exercise period, and that any options that might be exercised before their type had been determined would be to subscribe new shares. in accordance with the applicable regulations (Article R.228-91 of the French Commercial Code). The new exercise price was determined by taking into account the number of shares issued per existing share (2 new shares for 7 existing shares), the issue price of the new shares (€14) and the cumulative rights share price (€24.58, corresponding to the weighted average price for the three trading days preceding the rights issue, i.e. March 18, 19 and 20, 2009). Following the March 23, 2009 capital increase in cash carried out by issuing and allocating stock warrants, the rights of stock option plan holders were maintained ** value of option holders’ rights (number of options multiplied by the exercise price) was the same before and after the adjustment. On this basis, the original exercise price was multiplied by 0.904363 to calculate the new price and the number of options was multiplied by 1.10575 so that the total Including 514,502 non-exercisable options because the performance condition was not met (performance condition attached to half of the options granted in (1) November 2007 to 38 members of senior management). Including 718,644 non-exercisable options because the performance condition was only partly met (performance condition attached to all the options granted in (2) November 2008 to corporate Directors, and half of the options granted in November 2008 to 176 members of the Group’s senior management). Including 493,154 non-exercisable options because the performance condition was only partly met (performance condition attached to all the options granted in (3) November 2009). Because the performance condition for the 2010 and 2011 plans was not met, options not exercised before determining the result of the performance conditions as (4) part of the early-exercise conditions were forfeited. Options which cannot be exercised following the partial fulfillment of performance conditions related to the relative performance of the Saint-Gobain share price to (5) which all options granted in November 2012 were subject. Before application of the performance condition as a reflection of relative Saint-Gobain share price performance. (6) Before application of the performance condition as a reflection of relative Saint-Gobain share price performance and of the ROCE of the Saint-Gobain Group. (7)

After deducting half of the options granted that are not exercisable because the related performance condition was not met. (8) After deducting the options granted that are not exercisable because the related performance condition was only partly met. (9) After deducting all the options granted that are not exercisable because the related performance condition was not met. (10)

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016