Saint-Gobain // Universal Registration Document 2021

5

Corporate governance

Compensation of Executive 2.2 corporate officers

Composition and 1. operation of the governing bodies Composition of the Board 1.1 of Directors 154 Members of the Board of Directors 1.1.1 154 Independence, diversity policy and 1.1.2 representation of employee shareholders and employees on the Board of Directors 163 Conflicts of interest and 1.1.3 statements regarding members of the Board of Directors 166 Re-election of the Board of 1.1.4 Directors and changes in its composition 166 Governance structure: evolution in 1.2.1 governance and succession of the Chief executive officer since July 1, 2021 Operating rules of the Board of 1.2.2 Directors – internal rules Principal activities of the Board 1.2.3 and its committees during fiscal year 2021 169 170 172 Assessment of the Board’s 1.2.4 performance Director integration pathway 1.2.5 180 The Group’s Senior Management 1.3 180 Separation of functions since 1.3.1 178 Operation of the Board 1.2 of Directors 169 154

183

General principles of the 2.2.1

Compensation policy for Executive corporate officers

183

Compensation and benefits 2.2.2 allocated to the Executive corporate officers

183

Compensation components paid to 2.2.3 the Executive corporate officers during the 2021 fiscal year or granted in respect of that fiscal year, subject to approval of the General Shareholders’ Meeting of June 2, 2022 (Say on Pay ex post) Executive corporate officers subject to the approval of the General Shareholders’ Meeting of June 2, 2022 (Say on Pay ex ante) Compensation policies for 2.2.4

194

202 210

Compensation ratios 2.2.5

Compensation of members of 2.3

the Group’s Senior Management 215

Long-term compensation plans 2.4 (performance shares, stock

options and performance units) 215 Attribution policy 2.4.1 215 Performance Share Plans 2.4.2 216 Stock option plans 2.4.3 219 Performance unit plans 2.4.4 220

Company stock traded 3. by corporate officers Report of the Board of 4. Directors on corporate governance (Articles L.225- 37 et seq. and L.22-10-10 et seq. of the French Commercial Code) Statutory Auditors’ special 5. report on related-party agreements

221

July 1, 2021: Chairman of the Board of Directors and Chief executive officer

180 180

Executive Committee 1.3.2

Compensation of the 2. management and governing bodies Directors’ compensation 2.1

181

222

181

Compensation policy for Directors 2.1.1 (Say on Pay ex ante) Compensation components paid to 2.1.2 Directors during the 2021 fiscal year or granted in respect of the same fiscal year, subject to the approval of the General Shareholders’ Meeting of June 2, 2022 (Say on Pay ex post)

181

223

182