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FINANCIAL AND ACCOUNTING INFORMATION
7. Statutory auditors' special report on related party agreements and undertakings
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SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
Statutory auditors' special report on
7.
related party agreements and
undertakings
(Annual General Meeting for the approval of the financial statements for the year ended December, 31 2016)
This is a free translation into English of the Statutory Auditors' special report on related party agreements and undertakings issued
in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with,
and construed in accordance with, French law and professional auditing standards applicable in France.
Compagnie de Saint-Gobain SA
Les Miroirs
18 avenue d’Alsace
92400 Courbevoie
To the Shareholders,
In our capacity as Statutory Auditors of Compagnie de Saint-Gobain, we hereby report to you on related party agreements and
undertakings.
It is our responsibility to report to you, based on the information provided to us, on the main terms, conditions of agreements
and undertakings, and the reasons put forward for their benefit to the Company that have been disclosed to us or that we may
have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed
agreements or undertakings. Under the provisions of article R.225-31 of the French Commercial Code (code de commerce), it is
your responsibility to assess whether the agreements and undertakings are appropriate and should be approved.
Where applicable, it is also our responsibility to provide you with the information required by article R.225-31 of the French
Annual General Meeting.
Commercial Code in relation to the implementation during the year of agreements and undertakings already approved by the
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such
engagements. These procedures consisted in verifying that the information given to us is consistent with the underlying documents.
AGREEMENTS AND UNDERTAKINGS TO BE SUBMITTED FOR THE APPROVAL
OF THE ANNUAL GENERAL MEETING
Agreements and undertakings authorized during the year
In accordance with article L.225-40 of the French Commercial Code, we have been informed of the following agreements and
undertakings that were subject to the prior approval of your Board of Directors.
carried out by Wendel, with the objective of being cancelled
Buyback of 10 million of its own shares by Saint-Gobain, as part of the accelerated bookbuilding
Nature
the number of Saint-Gobain shares outstanding, in accordance with its objectives. Therefore, the Board of Directors authorized
Wendel decided, through an accelerated bookbuilding process, to sell a total of 30 million Saint-Gobain shares (representing
approximately 5.3 % of the share capital). Your Board of Directors decided to participate to this transaction in order to reduce
program authorized by the Annual General Meeting of June 4, 2015 (11
th
resolution).
the Chairman and Chief Executive Officer at its meeting of April 28, 2016, to buy back 10 million Saint-Gobain shares
(representing approximately 1.8 % of the share capital). This transaction was carried out as part of the existing share buyback
This buyback, carried out at the placement price, was executed on May 3, 2016 at a price of 385 million euros. The shares so
repurchased were cancelled on May 30, 2016.
Person concerned
Wendel, shareholder with an interest of over 10%’s voting rights in Compagnie de Saint-Gobain.
Frédéric Lemoine, Director of Compagnie de Saint-Gobain and Chairman of the Management Board of Wendel.
Bernard Gautier, Director of Compagnie de Saint-Gobain and member of the Management Board of Wendel.
Gilles Schnepp, Director of Compagnie de Saint-Gobain appointed in accordance with the agreement between Saint-Gobain and
Wendel (see thereafter).