Saint-Gobain // Universal Registration Document 2021

5

Corporate governance Compensation of the management and governing bodies

Compensation components paid during the 2021 fiscal year or granted in respect of that fiscal year to Mr. Benoit Bazin, Chief executive officer from July 1, 2021 to December 31, 2021 (Article L.22-10-34 II of the French Commercial Code) (Say on Pay ex post )

Amounts paid or granted or book value submitted to vote (in EUR) Amount granted: €2,290,656 (value based on the method used to prepare the consolidated financial statements)

Compensation components submitted to vote

Description

Performance shares

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors’ meeting of November 25, 2021 decided to grant Mr. Benoit Bazin the maximum number of performance shares allowed by the Compensation policy, i.e ., on the grant date, 64,000 performance shares (as a reminder, 57,500 performance shares were awarded in 2020 to Mr. Benoit Bazin as Chief operating officer). This allocation represents less than the sub-cap set by the General Shareholders’ Meeting of June 6, 2019 and is less than the cap of 10% of the overall allocation envelope of performance shares decided by the Board. This allocation also represents a total value (in accordance with IFRS) at the time it was granted of €2,290,656, corresponding to 84.8% of the annualized maximum total gross compensation of the Chief executive officer for the 2021 fiscal year, so that it does not represent a disproportionate share and is in line with the decision of the Board of Directors of February 25, 2021, which decided that the long-term compensation instruments that would be awarded to the Chief executive officer could not represent in 2021, at the time of their allocation, a value (according to IFRS standards) greater than 85% of their annualized maximum total gross compensation as Chief executive officer for the 2021 fiscal year (fixed compensation plus maximum variable compensation for the 2021 fiscal year). Refer to Chapter 5, Section 2.4.2 for a description of the service and performance conditions applying to the vesting of performance shares. The performance targets set for each criterion are final. However, in accordance with the allocation plan rules, the Board of Directors will have the possibility, after consulting the Nomination and Remuneration Committee, to adjust them in the event of exceptional circumstances justifying this, in particular in the event of a change in the scope of consolidation or a change in accounting method, in order to neutralize, as far as possible, the consequences of these circumstances on the objectives set at the grant date. The performance conditions for performance shares allocated by the Group are demanding, as evidenced by the achievement rates for the latest three performance share plans for which the performance condition has been determined (75% for the 2017 plan, 57.1% for the 2016 plan, 66.4% for the 2015 plan). Percentage of share capital represented by the allocation of performance shares to the Executive corporate officer: approximately 0.012%. Date of authorization by the General Shareholders’ Meeting: June 6, 2019 (24th Resolution). Date of the Board’s grant decision: November 25, 2021.

Stock options

None

No stock options were granted to Mr. Benoit Bazin in 2021.

Performance units

None

No performance units were granted to Mr. Benoit Bazin in 2021.

Compensation in respect of the Director’s term of office

None

Mr. Benoit Bazin does not receive any compensation in respect of the fiscal year for serving as a Director of Compagnie de Saint-Gobain.

In-kind benefits

€1,080 (book value)

Mr. Benoit Bazin has use of a company car.

Compensation for loss of office

None

See the heading “Compensation for loss of office” in this Chapter 5, Section 2.2.4.2, on page 206 below. See the heading “Non-compete indemnity” in this Chapter 5, Section 2.2.4.2, on page 206 below.

Non-compete indemnity None

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