Saint-Gobain // Universal Registration Document 2021

5

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 Compensation for loss of office

Cap set at twice the gross annual total compensation, including the non-compete indemnity

Mr. Benoit Bazin has renounced his employment contract, which he entered into with the Saint-Gobain Group more than 20 years ago, as fromJuly 1, 2021. He has not been granted any indemnity payment on this occasion. In the event of Forced Departure, whatever form this departure takes, in the following circumstances: a) early dismissal or non-renewal of the term of office of the Chief executive officer at the end of the term, except at his initiative or in the event of serious or gross misconduct or misconduct not related to the duties of Chief executive officer, or b) Forced resignation, Mr. Benoit Bazin would receive an indemnity equal to a maximum of twice the total gross annual compensation defined as the sum of the fixed portion of his annual compensation as Chief executive officer received at the date of termination of office, and the average of the variable portion of his annual compensation received or to be received in respect of the last three full fiscal years available during which he held the position of Chief executive officer and ended prior to the date of termination of his office. In any event, no amount would be due in respect of the severance indemnity in the event that Mr. Benoit Bazin would leave Compagnie de Saint-Gobain at his own initiative, other than in the circumstances described above, or if, leaving the Company at his own initiative in one of the circumstances described above, he had the opportunity, within twelve months following the date of termination of his duties as Chief executive officer, to retire and be eligible to benefit from his retirement rights under the “2012” defined-benefit pension plan or any other supplementary pension plan then applicable (see “Supplementary pension arrangements” Section below). In any event, the combination of this severance indemnity and the non-compete indemnity may not exceed twice the amount of the total gross annual compensation of Mr. Benoit Bazin. Eligibility for severance indemnity will be subject to the fulfillment of a performance condition defined as the granting by the Board of Directors, on average for the last three full fiscal years available during which he held the position of Chief executive officer and closed prior to the date of termination of his duties, of a variable portion of compensation at least equal to half of the maximum amount set for this variable portion. This performance condition, identical to the one applicable to Mr. Benoit Bazin as Chief operating officer, is demanding, as evidenced by his variable compensation received in respect of the last two fiscal years, which was, for 2021 (in respect of his position as Chief executive officer on an annualized basis) 99.3%, and, in respect of 2020 (as Chief operating officer), 62.91% of the maximum amount set for this variable portion. The payment of this severance indemnity shall be subject to the prior verification by the Board of Directors, under the conditions prescribed by the applicable law, of the fulfillment of said performance condition, assessed on the date of termination of his duties. Mr. Benoit Bazin has signed a firm and binding non-compete undertaking in favor of Compagnie de Saint-Gobain (1) with a term of one year as from the date of his loss of office as Chief executive officer. In consideration of this undertaking, in the event of termination of office as Chief executive officer for any reason whatsoever, Mr. Benoit Bazin would receive an indemnity equal to one year’s total gross annual compensation . The total gross annual compensation would consist of the same fixed and variable components as those used to determine the severance indemnity mentioned above. In any event, the combination of this non-compete indemnity and the severance indemnity may not exceed twice the amount of the total gross annual compensation of Mr. Benoit Bazin. It should be noted that this non-compete undertaking is a protection mechanism of the Saint-Gobain Group , the non-compete indemnity being the imperative financial consideration for the restrictions imposed. However, the Board of Directors has reserved the right to unilaterally waive the benefit of this non-compete undertaking no later than the date of termination of the office of the Chief executive officer, in which case the Chief executive officer would be released from any commitment and no sum would be due to him in this respect. In addition, the payment of the non-compete indemnity would be excluded as soon as Mr. Benoit Bazin would retire. In any event, no compensation would be paid beyond the age of 65.

Non-compete indemnity Cap set at one year of total gross annual compensation

and

Combined non-compete indemnity and

severance indemnity

capped at two years of total annual gross compensation

SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 206

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