Saint Gobain - Registration document 2016

9 FINANCIAL AND ACCOUNTING INFORMATION

3. Compagnie de Saint-Gobain annual financial statements (parent company)

2016 will be issued/delivered, except in the case of early release following the grantee’s death or disability, along with the The following table shows the expected dates when shares under the four performance share plans outstanding at December 31, service and performance conditions remaining to be fulfilled:

Delivery date

inception granted at Number of rights

12/31/2016 * Outstanding rights at

shares Type of

of Plan deliveries Early

Grant date

11/21/2017 11/20/2018 11/26/2019 11/24/2020

11/21/2013

541,655

550

541,105

541,105

existing

11/20/2014

530,240

450

529,790

529,790

existing

11/26/2015

500,910

500,910

500,910

existing

11/24/2016

1,231,320

1,231,320

1,231,320

existing

TOTAL

2,804,125

1,000

2,803,125

541,105

529,790

500,910 1,231,320

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

Performance unit plans 10.6

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. Performance unit plans subject to service and performance

was set up in 2016, since all beneficiaries received rights to performance shares (see above). No long term payment plan in the form of performance units In 2016, 345,431 units became exercisable under the 2012 plan, and 190,969 units under that plan lapsed, including 180,038 because the related performance conditions was only partly met. The following table shows historical data of performance unit plans in the process of vesting at December 31, 2016.

Number of performance units granted at inception of plan

at 12/31/2016 * Performance units outstanding

Grant date

Exercised early

11/21/2013

588,535

17,750

570,785

11/20/2014

598,400

1,350

597,050

11/26/2015

556,340

556,340

TOTAL

1,743,275

19,100

1,724,175

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

Savings Plan (PEG) Compagnie de Saint-Gobain Group 10.7 The Group Savings Plan (“PEG”) is an employee stock purchase plan open to all Group employees in France and most other countries where the Group is present. Eligible employees must have completed a minimum of three months’ service with the Group. Eligible employees are able to invest in Saint-Gobain shares at a preferential subscription price. These shares are held either directly or through the employee saving plan’s occurrence of certain events. The Board of Directors delegates mutual funds, depending on local legislation, and are subject to a mandatory five or ten years lock-up, except following the

authorization for setting the subscription price to the Chief Executive Officer of Compagnie de Saint-Gobain. It corresponds to the average of the opening prices for the Saint-Gobain share on Euronext Paris over the 20 trading days preceding the date of the decision, subject to a 20% discount, in accordance with applicable laws, the Shareholders’ Meeting resolutions and the deliberations of the Board of Directors. of €136 million (€144 million in 2015). subscription price of €29.42 (4,449,939 shares at an average price of €32.44 in 2015), representing a share capital increase issued to employees under the PEG at an average In 2016, 4,653,810 new shares with a par value of €4 were

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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