Saint Gobain - Registration document 2016

9 FINANCIAL AND ACCOUNTING INFORMATION

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

Potential number of shares 10.8 At the Annual General Meeting of June 4, 2015, shareholders authorized the Board of Directors of Compagnie de Saint-Gobain to: issue, on one or several occasions, up to 112,500,000 new ‹ shares or stock warrants, with preferential subscription compulsory priority period for subscription for such shareholders (12th to 16th resolutions/26-month authorization commencing June 4, 2015); rights for existing shareholders of Compagnie de Saint-Gobain and debt securities without preferential subscription rights for existing shareholders but with a issue, on one or several occasions, up to 11,250,000 new ‹ shares to members of the Group Savings Plan (17th resolution, to be deducted from the ceiling of 112,500,000 shares referred to above/26-month authorization commencing June 4, 2015). In 2016, the Board of Directors made partial use of this authorization by issuing 4,653,810 shares under the 2016 Group Savings Plan. authorized the Board of Directors of Compagnie de Saint-Gobain to: At the Annual General Meeting of June 2, 2016 , shareholders 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, of FRF 1,000. Their face value is now €152.45, following their conversion to euros in 1999. In June 1983, Compagnie de Saint-Gobain issued 1,288,299 non-voting participating securities with a face value A certain number of these securities have been bought back over the years. At December 31, 2016, 606,883 were outstanding with an aggregate face value of €92.5 million. per security. 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 2016 amounted to €2.05 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 Non-voting participating securities

2016, by granting 280,000 options (including 58,000 for corporate Directors) (see section 10.4); commencing June 2, 2016). In 2016, the Board of Directors made partial use of this authorization on November 24, 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 including a maximum of 832,270 options for corporate Directors (13th resolution/38-month authorization specified under the 13th resolution of the Annual General Meeting referred to above regarding stock options. In 2016, the Board of Directors made partial use of this authorization on November 24, 2016, by granting authorization commencing June 2, 2016). The limit of 1.2% and sub-limit of 10% are being set off against the limits 1,231,320 performance shares (including 67,000 for corporate Directors) (see section 10.5). 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 562,202,685 shares. In addition, if the authorizations described above were to be used in full by the Board of 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 Directors, this would potentially have the effect of increasing the number of shares outstanding to 676,860,260 shares. over the years. At December 31, 2016, 77,516 were outstanding with an aggregate face value of €77.5 million. A certain number of those securities have been repurchased 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 2016 totaled €63.38, paid in two instalment (€30.83 + €32.55). None of these securities are redeemable and the remuneration paid to investors is qualified as interest expense.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016