SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

8

Capital and ownership structure Capital

Saint-Gobain treasury shares and acquisition 1.3 of own shares Treasury shares and own stock 1.3.1 At December 31, 2017, Compagnie de Saint-Gobain directly held a total of 2,110,133 own shares, i.e. 0.38% of its capital stock, with par value of €4, acquired at an average purchase price of €43.81. At that date, it was not holding any own shares indirectly. The following table shows, at December 31, 2017, the allocation of treasury shares held directly by Compagnie de Saint-Gobain for purposes of the program authorized by the General Shareholders’ Meeting of June 8, 2017:

Number of shares and percentage of capital stock

Average purchase price (inɸeuros)

Purpose

1,912,347ɸshares (0.35% of capital stock)

Coverage of performance share plans and other allocations to employees (including stock options for existing shares)

€43.36

Liquidity agreement

43,500 shares (0.008% of capital stock) 154,286 shares (0.03% of capital stock)

€46.98 €48.44

Cancellation

Liquidity agreement 1.3.3 In November 2007, Compagnie de Saint-Gobain entered into an agreement with Exane BNP Paribas to provide liquidity for Saint-Gobain shares, in accordance with the code of ethics issued by the Association française des marchés financiers (AMAFI). Under the terms of the agreement, Exane is mandated to maintain a liquid market in Compagnie de Saint-Gobain shares and ensure that prices are regularly quoted for the shares, so as to avoid price fluctuations not justified by market trends. The resources provided by Compagnie de Saint-Gobain under this agreement and applied to the credit of the liquidity account were reduced from €6.7 million at December 31, 2013 to €5 million at June 26, 2014. At December 31, 2017, 43,500 shares were held in the account, which was in credit for €3.4 million in cash. Cumulative purchases during the 2017 fiscal year under the liquidity agreement involved 1,293,253 shares at an average price of €47.44, while 1,249,753 shares were sold at an average price of €47.55. No shares allocated to the liquidity agreement were reallocated to another purpose of the share buyback program in 2017.

During the 2017 fiscal year, 458,795 treasury shares were remitted as part of existing performance share plans and 7,071 treasury shares were remitted as part of stock option plans. By resolutions of the Board of Directors, five million shares were cancelled on September 29, 2017, of which one million shares had been previously bought back on June 2, 2017, as part of an accelerated book building process completed by Wendel (see Section 2.2.2 of this Chapter 8), and two million shares were cancelled on November 30, 2017. These share cancellations resulted in share capital reductions of par values of €20 million and €8 million respectively. Information on transactions 1.3.2 involving own shares during the 2017 fiscal year (excluding liquidity agreement) In 2017, as part of the authorizations granted by the General Shareholders’ Meetings of June 2, 2016 and June 8, 2017 to the Board of Directors, the Company purchased, excluding the liquidity agreement, 8,301,783 shares, at an average price of €48.59, and did not sell any of its own shares. Total trading expenses, fees and taxes incurred by the Company in 2017 in connection with all transactions on its own shares (including the liquidity agreement) amounted to €1,664,000. It made no use of derivative products in connection with these transactions. Further, the Company was holding no open purchase or sale positions at December 31, 2017.

206 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017