Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

2. Management and Directors’ compensation

Performance share plans 2.4.3 Performance share plans have been set up by the Board of Directors every year since 2009. Under the authorization granted by the fourteenth resolution of the General Meeting of June 2, 2016, at its meeting of November 24, 2016 the Board of Directors resolved to implement a performance share plan, following analysis and the recommendation of the Nomination, Remuneration and Governance Committee. This plan covers 1,896 employees and officers of the Group in France and abroad, who were granted a total of 1,231,320 performance shares (including the grant to the Chairman and Chief Executive Officer). It should be noted that no beneficiaries being granted performance shares. performance units plan was implemented in 2016, all the The duration of the vesting period was set at four years, with delivery of the shares to occur on the day after the close of this period. are identical but weighted differently, for all long-term The performance criteria applicable to the performance share plan implemented on November 24, 2016 entail as in 2015, in addition to a performance condition internal to the Saint-Gobain Group, an external performance condition, that compensation plans (stock options and performance shares). following cumulative conditions (the same as those of the plan implemented in 2015): Vesting of performance shares is subject to fulfillment of the stock options above (see section 2.4.2 above); service condition: applies for the entire duration of the ‹ acquisition period in a manner similar to that stipulated for

performance condition linked to the two following criteria: ‹ 70% of the shares initially allocated are subject to ‹ criteria linked to Return On Capital Employed, including goodwill, of the Saint-Gobain Group (“ROCE”), and compared to the CAC 40 stock market index. 30% of the shares initially allocated are subject to the ‹ criteria of Saint-Gobain stock price performance ROCE performance and stock market performance will be calculated in the same way, mutatis mutandis, as for stock options (see section 2.4.2 above). However, the first 100 shares allocated to each grantee other than to Liaison Committee members will be exempt from the performance conditions. The performance conditions for performance shares allocated by the Group are demanding, as evidenced by the achievement rates for the performance share plans for which the performance condition has been determined (89.2% for the 2013 plan, 65.5% for the 2012 plan and 32% for the 2011 plan). The ten Group employees and non-executive officers who were granted the highest number of shares in 2016 were decided by the Board of Directors of November 24, 2016 was €41.06 per share. allocated 194,500 performance shares (global information). The closing stock price on the day preceding the grant The following table shows the history of the performance share plans outstanding at December 31, 2016 as well as the features of the 2012 plan, delivered in November 2016.

TABLE 10 – HISTORICAL INFORMATION ABOUT PERFORMANCE SHARE PLANS (AMF NOMENCLATURE)

Year

2016

2015

2014

2013

2012

Date of General Shareholders' Meeting

06/02/2016

06/04/2015

06/05/2014

06/07/2012

06/07/2012

Date of Board of Directors’ meeting

11/24/2016

11/26/2015

11/20/2014

11/21/2013

11/22/2012

Type of shares

existing

existing

existing

existing

existing

initially granted (4+0) Total number of performance share rights Of which, rights granted to executive Director, P-A. de Chalendar

1,231,320

500,910

530,240

541,655

542,370

67,000

0

0

0

0

Cumulative number of shares delivered

0

0

450 (2)

550 (2)

366,275 (1)

Number of rights forfeited

0

0

0

58,299 (3)

176,095 (3)

Total outstanding performance share rights

1,231,320 (5)

500,910 (5)

529,790 (5)

482,806 (4)

0

After taking into account the service and performance conditions. (1) In advance, as part of the exception defined for the service condition (in particular death, disability – see section 2.4.2 of this chapter 6). (2) Of which, respectively, 149,126 rights of the 2012 plan and 58,299 rights of the 2013 plan were forfeited as a result of the partial fulfillment of the performance (3) condition. Subject to the fulfillment of the service condition. (4) Subject to the fulfillment of both service and performance conditions. (5)

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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