Saint-Gobain // Universal Registration Document 2021

Corporate governance Compensation of the management and governing bodies

Stock option plans 2.4.3 The Board of Directors approved stock option plans every year between 1987 and 2018. No stock option plan was implemented in 2021. Under these plans, each beneficiary has a conditional right to exercise a certain number of options at a set price, each option carrying entitlement to the subscription or purchase of a Saint-Gobain share. The lifetime of the options is 10 years. The performance criteria applicable to the stock option plans implemented since 2017 are strictly identical to those applicable to the performance share plans for the same year.

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 (53.33% for the 2017 plan (1) , 24.5% for the 2016 plan, and 28.44% 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 four-year period ending in November 2022. Stock option plans are subject to fulfillment of a service condition that applies during the entire duration of the exercise period in a manner similar to that stipulated for performance shares (see Section 2.4.2 above). The following table shows stock options granted to the ten highest-paid non-executive employees, and options exercised by them in 2021 (global information).

Table 9 – Stock options granted to the ten highest-paid non-executive employees and options exercised by them (AMF nomenclature) Total options granted or subscribed or purchased shares Weighted average price Plans

Options granted during the year by the issuer and any company included within the scope of the options allocation, to the ten employees of the issuer or of any company within this scope with the highest number of options granted (global information) Options on the issuer and the companies referenced above, exercised during the year by the ten employees of the issuer or of these companies with the highest number of options thus purchased or subscribed (global information)

N/A

N/A N/A

5

2012 2013 2015 2017

93,340

37.69

(1) Vesting of the stock options granted in November 2017 was subject to a service condition and a performance condition, the latter being linked to the following three criteria: (i) 65% of the shares initially granted were subject to a ROCE criterion, (ii) 20% of the shares initially granted were subject to a stock market performance criterion of the Saint-Gobain share compared with the CAC 40 and (iii) 15% of the shares granted were subject to a Corporate Social Responsibility criterion (see Chapter 5 of the 2017 Registration Document, Section 2.4.2). As the achievement rate of these criteria (as verified by the Statutory Auditors) was respectively 66.7%, 0% and 66.7%, the overall achievement rate of the performance condition of the 2017 plan was 53.33%.

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