Saint-Gobain // Universal Registration Document 2021

Capital and ownership structure Capital stock

1.7

Shareholder pacts or agreements involving Compagnie de Saint-Gobain shares

The Company has no knowledge of shareholder pacts or agreements, nor of shareholders acting in concert with regard to the shares comprising its share capital.

1.8

Control of the Company

At December 31, 2021, to the best of its knowledge, the concert, concerning the direct or indirect holding of its Company was not controlled and has not been subject to capital or its control, or for which the implementation any agreement binding on one or more shareholders or thereof might subsequently involve a change in the any other individual or legal entity, acting alone or in Company’s control.

Aspects that may have an effect in the event of a takeover bid 1.9

Agreements that could result in restrictions on share transfers 1.9.1 and the exercise of voting rights The Company is not aware of any agreements between shareholders that could result in restrictions on the transfer of shares and the exercise of the Company’s voting rights. Impact of a change of control on certain Company operations 1.9.2 Company bonds issued since 2006 by Compagnie de or (iv) at the time of the change of control, the bonds Saint-Gobain contain a bearer protection clause in the concerned were not rated. Total outstanding borrowings event of change of control, allowing bearers to apply to concerned at December 31, 2021 were €9,649 million.

Compagnie de Saint-Gobain (at its discretion) for either their early redemption, or their purchase at par (plus accrued interest). This option is only provided in the following cases: (i) the rating of the bonds concerned has been lowered from investment grade to non-investment grade by an appointed rating agency; (ii) the rating of the bonds concerned, which was non investment grade, has been lowered by one notch (e.g. from BB + to BB) by an appointed rating agency; (iii) the rating is withdrawn; - and, in each of these cases (i) to (iii), the action of the rating agency is expressly linked to the change of control -

In addition, the agreements relating to the syndicated lines of credit for general corporate purposes (made available in December 2017 for €1,520 million and €2,480 million respectively) also contain change of control clauses. Finally, certain deferred compensation and defined-benefit pension plans of the Group’s US subsidiaries would be immediately terminated in case of change of control with the rights of the beneficiaries to become due within twelve months. The total potential cost was USD 176 million at December 31, 2021.

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