Saint-Gobain // Universal Registration Document 2021

5

Corporate governance Compensation of the management and governing bodies

The following table shows the history of the performance share plans outstanding at December 31, 2021 as well as the features of the 2017 plan, delivered in November 2021. 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 (1) , 57.1% for the 2016 plan, and 66.4% for the 2015 plan). The performance condition for the 2018 plan will be determined in November 2022, since it includes, in addition to the ROCE

criterion, a relative external criterion that is assessed over a 4-year period ending in November 2022. The ten Group employees and non-executive officers who were granted the highest number of shares in 2021 were allocated 198,800 performance shares (global information), valued at €60.04 per share based on the opening stock price on the day of the grant decided by the Board of Directors’ meeting of November 25, 2021. These 198,800 performance shares had a total value (according to IFRS standards) at the time of grant of approximately €7,115,000 in 2021.

Table 10 - Historical information about performance shares (AMF nomenclature)

Fiscal year

2021

2020

2019 (6)

2018 (6)

2017 (6)

Date of General Shareholders' Meeting Date of Board of Directors’ meeting

06/06/2019 11/25/2021

06/06/2019 11/26/2020

06/06/2019

06/02/2016 11/22/2018

06/02/2016 11/23/2017

11/21/2019

Type of shares

existing

existing

existing

existing

existing

Total number of performance share rights initially granted (4+0)

1,184,475 (1)

1,268,295 (1)

1,251,770 (1)

1,219,619 (1)

1,226,680 (1)

of which shares granted to Executive corporate officers:

Pierre-André de Chalendar, Chairman of the Board of Directors * Benoit Bazin, Chief executive officer **

N/A

90,000

90,000

67,000

67,000

64,000

57,500

45,000

N/A

N/A

Total number of shares delivered

0 0

0 0

0 0

2,500 (3)

901,842 (2) 324,838 (4)

Number of rights forfeited

0

TOTAL OUTSTANDING PERFORMANCE SHARE RIGHTS

1,184,475 (5)

1,268,295 (5)

1,251,770 (5)

1,218,819 (5)

0

Chairman and Chief executive officer until June 30, 2021. * Chief executive officer since July 1, 2021, previously Chief operating officer from January 1, 2019 to June 30, 2021. **

Before application of the performance conditions related to the ROCE of the Saint-Gobain Group, the Saint-Gobain share price performance and (1) the Group’s Corporate Social Responsibility (see 2017 and 2018 reference documents and 2019 and 2020 Universal Registration Documents and above). After taking into account service and performance conditions. (2) By anticipation, as part of the exceptions defined in the service condition (including death, disability – see Chapter 5, Section 2.4.2). (3) 237,758 rights under the 2017 plan forfeited following partial achievement of the performance condition and 87,000 rights under the 2017 plan (4) forfeited after consideration of the service condition. Subject to cumulative fulfillment of the service and performance conditions (see the Registration Document/Universal Registration Document (5) relating to the year in which the plan in question was implemented). The performance condition related to ROCE for the year 2020 was adjusted for the 2017, 2018 and 2019 plans by decision of the Board of (6) Directors on September 24, 2020 in order to take into account the impact of the Covid-19 pandemic crisis (see Chapter 5, Section 2.4.2 of the Company's 2020 universal registration document).

(1) The achievement rate for the 2017 performance shares plan would have been 53.33% if the mechanism taking into account the impact of the Covid-19 crises had not been applied (see chapter 5 section 2.4.2 of the Company's 2020 Universal Registration Document).

SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 218

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