Saint-Gobain // Universal Registration Document 2021

Additional information and cross-reference tables Additional information

one candidate shall be elected by the employees ■ holding registered shares, as part of a consultation process defined by General Management. Voting may take place by any technical means that ensures the reliability of the vote, whether by electronic means or by mail, with each employee holding a number of votes equal to the number of registered shares he or she holds. The candidate who obtains the highest number of votes shall be presented to the General Shareholders’ Meeting. If there is more than one candidate for the office of Director representing employee shareholders, the Board of Directors may approve the appointment of one of them. The candidate who obtains the highest number of votes at the General Shareholders’ Meeting shall be appointed Director representing employee shareholders. Two employee Directors shall be appointed by the Group Works Council ( Comité de Groupe ) of the Company. The appointment of the employee Directors shall take place within six months of the General Shareholders’ Meeting. The term of office of a Director shall end at the conclusion of the Ordinary Shareholders’ Meeting called to approve the financial statements for the previous fiscal year that is held in the calendar year during which the term of office of said Director expires. The duties of an employee Director (including a Director representing employee shareholders) shall also terminate in the event of termination of his or her employment contract, on the date of the termination, subject to intragroup transfer. If the conditions for application of the law are not met, the term of office of the employee Directors (including a Director representing employee shareholders) shall end upon completion of the meeting of the Board of Directors that confirms the Company’s exit from the scope of application of the law. The Board of Directors determines the Company’s overall business strategy and examines any issues related to the efficient operation of business. The Board’s activities are organized and led by the Chairman of the Board. Board meetings may be held using videoconferencing or other interactive telecommunication technology, under the conditions stated by law. Each Director appointed by the General Shareholders’ Meeting must own at least eight hundred shares, with the exception of employee Directors and the Director representing employee shareholders. General Management (Articles 13 and 15) At the choice of the Board of Directors, the Company’s Senior Management is assumed either by the Chairman of the Board of Directors, in this case in his capacity as Chairman and Chief Executive Officer, or by the Chief Executive Officer. The Chief Executive Officer, chosen by the Board of Directors, whether or not from among its own members, is vested with the broadest authority to act under any circumstances in the name of the Company within the limits of the corporate purpose and subject to such powers as the law expressly attributes to General Meetings and to the Board of Directors. He represents the Company in its relations with third parties. General Meetings and voting rights (Article 18) Any shareholder may participate in General Meetings in person or by proxy, provided that his/her/its shares have Election of the Director representing employee shareholders

been formally recorded in the accounts, subject to the applicable legal provisions. Where decided by the Board, shareholders may be convened to and vote at a General Meeting by any form of electronic communication. All shareholders may give proxy to another person or entity to represent them at a General Meeting, subject to the applicable legal provisions. Legal entities shareholders are represented at a General Meeting by their legal representative or by any person designated by such legal representative. At all General Meetings, voting rights are exercisable by the beneficial owner of the shares. Each shareholder has a number of voting rights corresponding to the number of shares held, without limitation. However, double voting rights are allocated to fully paid-up shares registered in the name of the same holder for at least two years. In addition, in the case of a capital increase through capitalization of reserves, profits or share premiums, registered shares allocated free of charge to a shareholder carry double voting rights from the date on which they are issued on the basis of shares already held by the shareholder carrying such entitlement. Double voting rights are forfeited when the shares are converted to bearer form or sold. However, double voting rights are not forfeited when title is transferred by way of an inheritance or as a result of the liquidation of the marital estate or an inter vivos donation to a spouse or a relative in the direct line of succession, and the transfer is not taken into account for the purpose of calculating the two-year qualifying period. Shareholders may vote by mail in accordance with applicable laws and regulations. Allocation and appropriation of net income (Article 20) An appropriation of at least five per cent is deducted from net income, less any losses carried forward from the previous year, and allocated to the reserve fund prescribed by law. This appropriation is no longer mandatory once the reserve fund reaches a sum equal to one tenth of the share capital. It is reactivated if the reserve comes to be lower than this tenth. Distributable income corresponds to net income for the year less any losses carried forward from prior years and less any amounts to be credited to reserves in application of the law or the Company’s bylaws, plus retained earnings. The General Shareholders’ Meeting may appropriate this distributable profit (loss) for the period as follows: all or part of this amount to any contingency or special 1. reserves or to retained earnings, based on a recommendation of the Board of Directors; if these appropriations do not absorb the total amount 2. of distributable income, shareholders are paid a non-cumulative first dividend equal to five per cent of the paid-up par value of shares, without being entitled to claim such payment from appropriations from the distributable income of subsequent years; if any funds remain after paying these appropriations, 3. they are divided among the shareholders. The General Meeting approving the financial statements for the fiscal year may decide to offer shareholders the option of receiving all or part of the dividend (or any interim dividend) in cash or in shares.

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SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 375