Saint-Gobain // Universal Registration Document 2021

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Corporate governance Statutory Auditors’ special report on related-party agreements

Agreements previously approved by an annual general meeting

Agreements approved during the year

We were informed that the following agreements, already approved by the Annual General Meeting in previous years, were not implemented during the year. Insertion in Benoit Bazin’s employment contract of a severance indemnity and a non-compete clause Mr. Benoit Bazin’s employment contract has been suspended since 1 January 2019 and for the duration of his term as Chief Operating Officer. Mr. Benoit Bazin then renounced his employment contract from 1 July 2021, the date on which he assumed the position of Chief Executive Officer.

Nature and conditions Severance Indemnity

On the recommendation of the Nomination and Remuneration Committee, at its meeting of November 22, 2018, your Board of Directors authorized the insertion in Benoit Bazin’s employment contract, which is suspended as of January 1, 2019 during the term of his office, of a severance indemnity (“Severance Indemnity”). This Severance Indemnity shall be due in the event of termination of his employment contract (i) under conditions giving rise to payment of the Indemnity related to the Employment Contract (as defined below under “Non-compete Indemnity”) or (ii) in the event of resignation from his employment contract following a Forced Resignation (1) , provided that termination of the employment contract is notified within 12 months following the termination of his duties as Chief Operating Officer. No Severance Indemnity will be due if the termination of the office or employment contract occurs because of a gross or serious misconduct or serious misconduct not related to his duties, or a resignation that is not a Forced Resignation. Similarly, no Severance Indemnity will be due if he has the possibility to claim retirement benefits. In the event of a Forced Resignation from his duties as Chief Operating Officer, Benoit Bazin may notify the company that this Forced Resignation also constitutes a notice of resignation from his salaried functions; in this case, there will be no grounds for payment by the company of an Indemnity related to the Employment Contract (as defined below under “Non-compete Indemnity”). However, a Forced Resignation shall trigger the payment of the Severance Indemnity within the limits and conditions set out in this section. A Severance Indemnity constitutes a contractual indemnity. It shall be made in addition to the Indemnity related to the Employment Contract, which relates to the seniority acquired as an employee and is not subject to performance conditions. The Severance Indemnity is subject to the performance conditions described below. Amount of the Severance Indemnity Its gross amount must be such that the sum of the Indemnity related to the Employment Contract, the Non-compete Indemnity (if applicable) and the Severance Indemnity does not, under any circumstances, exceed twice the Reference Compensation (as defined below under “Non-compete Indemnity”) (the “Overall Cap”). The gross amount of the Severance Indemnity shall be equal to the difference between twice the amount of the Reference Compensation and the sum of the Indemnity related to the Employment Contract and (if applicable) the Non-compete Indemnity. Performance condition The payment of the Severance Indemnity shall be subject to the fulfillment of a performance condition defined as the grant by the Board of Directors, on average for all previous three full fiscal years during which he held the position of Chief Operating Officer that ended prior to the date of termination of his duties, of a variable compensation portion at least equal to half of the maximum amount set for that variable portion. The payment of the Severance Indemnity shall be subject to the prior recognition by the Board of Directors, after consultation with the Nomination and Remuneration Committee, of the fulfillment of said performance condition assessed on the date of termination of his duties as Chief Operating Officer, and the waiver of all proceedings and actions by Benoit Bazin.

(1) “Forced Resignation” means a resignation from the duties of executive corporate officer that occurs within the twelve months following (i) the date of approval by the General Shareholders’ Meeting of a merger or a demerger affecting Compagnie de Saint-Gobain, or (ii) the effective date on which a third party or group of investors acting in

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