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6

6

CORPORATE GOVERNANCE

2. Management and Directors’ compensation

149

SAINT-GOBAIN

- REGISTRATION DOCUMENT 2016

Performance shares

The following tables show the performance shares granted or delivered to the Chairman and Chief Executive Officer during the

2016 fiscal year.

(AMF NOMENCLATURE)

TABLE 6 – PERFORMANCE SHARES GRANTED IN 2016 TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Name

Plan date

shares granted

Number of

during year

Value (based on method used

financial statements)

to prepare the consolidated

Vesting date Availability date

Performance

conditions

Pierre-André de Chalendar

11/24/2016

67,000

€1,189,900

11/23/2020

11/24/2020

section 2.4.3

See chapter 6

and less than the sub-cap set by the General Shareholders’ Meeting of June 2, 2016.

an IFRS value equivalent to his allocation of performance units in 2015, representing approximately 0.01% of the share capital

During the Board meeting of November 24, 2016, Mr. Pierre-André de Chalendar was granted 67,000 performance shares, with

The features of the performance shares, specifically the service and performance conditions to which the allocation is subject

and which apply to the Chairman and Chief Executive Officer, are explained in chapter 6, section 2.4.

(AMF NOMENCLATURE)

TABLE 7 – PERFORMANCE SHARES DELIVERED IN 2016 TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Name

Plan date Number of shares delivered during year

Availability date

Pierre-André de Chalendar

-

-

-

Rules for holding shares

delivered to him, until the cessation of his duties. However, this obligation will cease to apply if and when the total number of

The Chairman and Chief Executive Officer is required to retain 50% of the performance shares he received in 2016, that will be

applicable at that time).

twenty trading days preceding the delivery date of the performance shares and the amount of his gross compensation

equivalent of five years’ gross fixed compensation (based on the average opening price quoted for Saint-Gobain shares in the

Saint-Gobain shares he personally holds in registered form, at the delivery date of the performance shares, represents the

Performance units

and Chief Executive Officer during 2016, and the number of performance units that became exercisable during the year.

By analogy with the rules applicable to performance shares, the tables below present performance units granted to the Chairman

TABLE 6 BIS – PERFORMANCE UNITS GRANTED IN 2016 TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Name

Plan date

granted during year

Number of performance units

Value of units (based on method

financial statements)

used to prepare the consolidated

period

Exercise

conditions

Performance

Pierre-André de Chalendar

-

-

-

-

-

No performance units plan was implemented during the 2016 fiscal year.

TO EXERCISE DURING 2016

TABLE 7 BIS – PERFORMANCE UNITS THAT THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER WAS ABLE

Name

Plan date

that became exercisable in 2016

Number of performance units

Start date of the exercise period

Pierre-André de Chalendar

11/22/2012

39,300

11/22/2016