Saint-Gobain // Universal Registration Document 2021

Corporate governance Compensation of the management and governing bodies

Compensation policy for the Chief executive officer subject to the approval of the Ordinary Shareholders’ Meeting (Article L.22-10-8 II of the French Commercial Code) Components of compensation attributable to the office of Chief executive officer Cap Description Consequences of the - a) In the event of termination of his office as corporate officer , the Chief executive officer (or his heirs in the event of death) shall be deprived of his right to exercise stock options or receive performance shares , performance units and other long-term compensation

termination of his duties as a corporate officer on his stock options, performance shares performance units and other long-term compensation instruments

instruments granted to him during his term as Chief operating officer for which the minimum exercise period, or the acquisition period, will not have expired as of the date of termination of his office as corporate officer (with the exception of events of death, disability or retirement, in which case the long-term compensation instruments will be maintained as stated in the related rules for the long-term compensation plans). b) The Board of Directors shall nevertheless have the option , on the proposal of the Nomination and Remuneration Committee, to maintain, exclusively on a pro rata temporis basis, the benefit of stock options, performance shares, performance units or other long-term compensation instruments granted to him during his office as Chief operating officer for which the minimum exercise period, or the acquisition period, as the case may be, will not have expired as of the date of termination of his office as corporate officer. Such decision by the Board of Directors shall occur no later than the day of the termination of office. Any such decision by the Board of Directors must be justified in accordance with the AFEP-MEDEF Code. The exercise of stock options and performance units, and the vesting of performance shares and other long-term compensation instruments would nonetheless remain subject in this case to the fulfillment of the performance conditions stipulated in the rules of the relevant plans. c) By exception, the Board of Directors shall not have the option to maintain this benefit in the following cases: dismissal for gross or serious misconduct, or serious misconduct not related to his duties; ■ and resignation from the duties of company Director which does not constitute a case of ■ “ Forced Resignation ”. “Forced Resignation” means a resignation from the duties of Executive corporate officer that occurs within the twelve months following: the date of approval by the General Shareholders’ Meeting of a merger or a demerger ■ affecting Compagnie de Saint-Gobain, or the effective date on which a third party or group of investors acting in concert acquires ■ control of Compagnie de Saint-Gobain (in accordance with Article L.233-3 of the French Commercial Code), or the announcement by the Company’s management bodies of a significant shift in the ■ Group’s strategy leading to a major change in its business. The Chief executive officer does not receive any compensation for serving as a Director of Compagnie de Saint-Gobain.

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Compensation in respect of the Director’s term of office

None

In-kind benefits

-

The Chief executive officer has use of a company car.

SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 205