Saint-Gobain // Universal Registration Document 2021

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

Non-compete clause On the recommendation of the Nomination and Remuneration Committee, at its meeting of November 22, 2018, your Board of Directors has authorized the insertion of a non-compete clause in Benoit Bazin’s employment contract, which was suspended as of January 1, 2019 during the term of office. This clause stipulates a firm and irrevocable non-compete commitment from Benoit Bazin to the benefit of Compagnie de Saint-Gobain, for a period of one year following the termination of his employment contract, for any reason whatsoever, provided that such termination occurs within 12 months following the termination of his duties as Chief Operating Officer. Amount of the Non-compete Indemnity In consideration of this undertaking, Benoit Bazin shall receive a Non-compete Indemnity, including any paid leave indemnity, of an amount equal to, unless it is reduced under the circumstances specified in the following paragraph, Benoit Bazin’s gross total annual compensation as Chief Operating Officer, defined as the sum of the fixed portion of his compensation, on an annual basis, as Chief Operating Officer received on the date of termination of his duties, and of the average of the variable portion of his annual compensation as Chief Operating Officer paid or to be paid for the three latest consecutive full fiscal years available during which he held the position of Chief Operating Officer that ended prior to the date of termination of his duties (this gross total annual compensation is defined as the “Reference Compensation”). Without prejudice to the Overall Cap defined in the description of the Severance Indemnity above, the combination of this Non-compete Indemnity, the statutory indemnity or the indemnity related to the collective bargaining agreement that would be paid to Benoit Bazin in the event of dismissal, and any other indemnity related to the termination of the employment contract (the statutory indemnity and any other indemnity are jointly defined, with the exception of the Severance Indemnity, as the “Indemnity related to the Employment Contract”) may not be greater than twice the amount of the Reference Compensation. For this purpose, in the event of a termination of his employment contract resulting in the payment of an Indemnity related to the Employment Contract, the gross amount of the Non-compete Indemnity due to Benoit Bazin shall, if necessary, be reduced proportionally in light of the surplus amount. Payment This Non-compete Indemnity shall be paid monthly starting from the departure of Benoit Bazin. The payment of the Non-compete Indemnity would be excluded if Benoit Bazin claimed his retirement benefits. In any event, no indemnity will be paid beyond the age of 65. Waiver option The Board of Directors reserves its right to unilaterally waive application of the non-compete commitment no later than two months following the termination of the office of the Chief Operating Officer. In this case, the Chief Operating Officer would be released from any commitment and no sum would be due to him in this respect. Approved by the Annual General Meeting of: June 6, 2019 (Statutory Auditors’ special report of March 14, 2019)

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Person concerned Benoit Bazin – Chief Operating Officer (until June 30, 2021)

Neuilly-sur-Seine and Paris La Défense, March 17, 2022

The Statutory Auditors

KPMG Audit Department of KPMG S.A.

PricewaterhouseCoopers Audit

Edouard Sattler

Pierre-Antoine Duffaud Bertrand Pruvost

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