Saint-Gobain // Universal Registration Document 2021

Financial and accounting information Compagnie de Saint-Gobain 2021 annual financial statements (parent company)

12.5

Compagnie de Saint-Gobain

grant free existing shares, subject in particular to ■ performance conditions, representing up to 1.2% of the capital stock on the date of the Shareholders’ Meeting, with a sub-limit of 10% of this limit for corporate officers of Compagnie de Saint-Gobain, i.e. , 6,631,020 free shares, including a maximum of 663,102 free shares for corporate officers (24th Resolution/38-month authorization commencing June 6, 2019). The limit of 1.2% and sub-limit of 10% are being set off against the limits specified under the 23rd Resolution of the Shareholders’ Meeting referred to above regarding stock options. The Board of Directors made partial use of this authorization by granting 1,268,295 performance shares (including 147,500 for corporate officers) on November 24, 2020, and 1,184,475 performance shares (including 64,000 for corporate officers) on November 25, 2021 (see Note 12.3). At the Shareholders’ Meeting of June 3, 2021, shareholders authorized the Board of Directors of Compagnie de Saint-Gobain to: issue, on one or several occasions, up to 106,500,000 ■ new shares or securities giving access to the share capital of the Company or its subsidiaries, with preferential subscription rights, or without preferential subscription rights but with a priority period for existing shareholders, by public offering, or without preferential subscription rights by private placement, or to issue new shares through the capitalization of share premiums, reserves, profits or other amounts, or without preferential subscription rights in consideration of contributions in kind (18th to 23th Resolutions/ 26-month authorization commencing June 3, 2021); issue, on one or several occasions, up to 13,000,000 ■ new shares to members of the Group Savings Plan (25th Resolution/26-month authorization commencing June 3, 2021). If all outstanding stock options whose type has not yet been decided by the Board of Directors were to be exercised via the issue of new shares, this would potentially have the effect of increasing the number of shares outstanding to 524,313,527 shares. In addition, if the authorizations described above were to be used in full by the Board of Directors, this would potentially have the effect of increasing the number of shares outstanding to 648,397,762 shares.

Group Savings Plan (PEG) The Group Savings Plan ( Plan Epargne Group – PEG) is an employee stock purchase plan open to all Group employees in France and most other countries where the Group is present. Eligible employees must have completed a minimum of three months’ service with the Group. Eligible employees are able to invest in Saint-Gobain shares at a preferential subscription price. These shares are held either directly or through the employee saving plan’s mutual funds, depending on local legislation, and are subject to a mandatory five- or ten-year lock-up, except following the occurrence of certain events. The Board of Directors delegates authorization for setting the subscription price to the Chief executive officer of Compagnie de Saint-Gobain. It corresponds to the average of the opening prices for the Saint-Gobain share on Euronext Paris over the 20 trading days preceding the date of the decision, subject to a 20% discount, in accordance with applicable laws, the Shareholders’ Meeting Resolutions and the deliberations of the Board of Directors. In 2021, 5,562,855 new shares with a par value of €4 were issued to employees under the PEG at an average subscription price of €35.81 (2020: 6,099,996 shares at an average price of €23.03), representing a total share capital increase of €199 million (€140 million in 2020). 12.6 At the Shareholders’ Meeting of June 6, 2019, shareholders authorized the Board of Directors of Compagnie de Saint-Gobain to: grant stock purchase or subscription options ■ exercisable for new or existing shares, subject in particular to performance conditions, representing up to 1.5% of capital stock on the date of the Shareholders’ Meeting, with a sub-limit of 10% of this limit for corporate officers of Compagnie de Saint-Gobain, i.e. , 8,288,775 options, including a maximum of 828,878 options for corporate officers (23rd Resolution/38-month authorization commencing June 6, 2019). It should be noted that this limit of 1.5% of the capital stock will be set off against the threshold set in the 24th Resolution for the performance share grants mentioned below, and that this 1.5% limit represents the aggregate limit for shares resulting from the exercise of options granted under and within the limit of the 23rd Resolution and shares granted under and within the limit of the 24th Resolution; Potential number of shares

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