Saint Gobain - Registration document 2016

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8 CAPITAL AND OWNERSHIP STRUCTURE
2. Ownership structure
194 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
DISCLOSURE THRESHOLDS IN 2016 2.2
BlackRock 2.2.1
manages, disclosed to the French Financial Markets Authority
(Autorité des marchés financiers) that on June 10, 2016, it had
the 5% legal threshold. Most recently, on June 14, 2016
BlackRock Inc., acting on behalf of customers and funds it
of customers and funds it manages, made several threshold
disclosures stating that it had exceeded or dropped below
During the 2016 fiscal year, BlackRock, Inc., acting on behalf
exceeded the threshold of 5% of the capital stock of
customers and funds.
Compagnie de Saint-Gobain, holding 5.08% of the capital
stock and 4.36% of the voting rights on behalf of those
de Saint-Gobain on behalf of customers who have retained the
de Saint-Gobain shares, settled solely in cash. BlackRock, Inc.
disclosed that it also holds 2,905,697 shares of Compagnie
differences” (cash unwinding derivative instruments), with no
scheduled maturity date, applying to Compagnie
BlackRock, Inc. also reported that it held 732,755 “contracts for
exercise of voting rights.
Wendel 2.2.2
of Compagnie de Saint-Gobain’s voting rights and 10% of its
capital stock and indirectly held 6.38% of the capital stock
financiers that, on May 3, 2016, it had indirectly, through
companies it controls, dropped below the thresholds of 15%
On May 10, 2016, Wendel informed the Autorité des marchés
Saint-Gobain shares.
and 10.96% of the voting rights. These thresholds were
crossed following an off market block trade of 30 million
Statutory disclosure thresholds 2.2.3
downwards, were received following the sale of shares or
changes in Compagnie de Saint-Gobain’s shares and voting
below 0.5% of the capital stock or voting rights, or any
multiple thereof. Those disclosure notifications, upwards or
the year in respect of the obligation set out in the Company’s
bylaws to disclose any and all changes in interest to above or
In addition, the Company received several notifications during
rights.
EMPLOYEE OWNERSHIP STRUCTURE 2.3
de Saint-Gobain shares, through the Group Savings Plan. The
Funds of the Group Savings Plan are thus the Group’s main
At December 31, 2016, Group employees held 7.7% of the
capital and 12.7% of the voting rights attached to Compagnie
shareholder.
excellent means of giving employees a stake in the Group’s
success and profits.
The Group Savings Plan (Plan d’Épargne Groupe, “PEG”) is a
key feature of Saint-Gobain’s social contract. It represents an
ten-year lock-up, for a total of €136.9 million (compared with
4,449,939 shares and €144.4 million in 2015).
In 2016, 4,653,810 shares were issued under a standard plan
offering Group employees two classic formulae with a five- or
In France, 47.2% of employees invested in the PEG through
Employee Mutual Funds (Fonds Communs de Placement
employees participated in the PEG during 2016.
countries and 15 countries outside Europe also given the
opportunity to take part in the PEG, in all, 32,896 Group
d’Entreprise, “FCPE”). With employees in 25 other European
opportunity to acquire up to six million shares, i.e. just over 1%
of the capital stock, with a five- or ten-year lock-up.
A new plan will be launched in 2017, giving employees the
SHAREHOLDER PACTS OR AGREEMENTS INVOLVING COMPAGNIE 2.4
DE SAINT-GOBAIN SHARES
to the shares comprising its capital stock.
The Company has no knowledge of shareholder pacts or
agreements, nor of shareholders acting in concert with regard
expired upon completion of the General Shareolders' Meeting
of June 9, 2011, new agreements between Wendel and
Since the agreements signed with Wendel on March 20, 2008
Wendel and Saint-Gobain reiterated their adherence to the
following principles:
and pages 58 to 60 of the Registration
Document prepared for the 2011 fiscal year). On that occasion
objectives of the long-term cooperation were entered into and
announced on May 26, 2011 (see the press release available at
Compagnie de Saint-Gobain setting the principles and
primarily organized around three priorities: Construction
support for the strategy approved by the Board of ‹
Directors and implemented by its Senior Management,
which, together, will serve as growth drivers, particularly
through targeted acquisitions;
Products, Building Distribution and Innovative Materials,
each of which contributes specific factors to the Group and
respect for the independence of the Saint-Gobain Group ‹
and equal treatment of all shareholders; and
stability in share ownership, Wendel’s contribution to the ‹
Group’s projects, and its long-term commitment.
These agreements specifically provide for the following:
a cap on Wendel’s stake, either direct or indirect, alone or ‹
filing of a takeover bid targeting Saint-Gobain’s shares;
shareholder, acting alone or in concert, comes to own
more than 11% of Saint-Gobain’s capital stock or in case of
except in the case of passive accretion by Wendel. This
cap will cease to apply in the event that another
in concert, up to 21.5% of the Company’s capital stock,