SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Capital and ownership structure Ownership structure

Disclosure thresholds in 2017 2.2

BlackRock 2.2.1 During the 2017 fiscal year, BlackRock, Inc., acting on behalf of customers and funds it manages, made several threshold disclosures stating that it had exceeded or dropped below the 5% legal threshold. Most recently, on August 30, 2017 BlackRock Inc., acting on behalf of customers and funds it manages, disclosed to the French Financial Markets Authority (Autorité des marchés financiers) that on August 29, 2017, it had exceeded the threshold of 5% of the capital stock of Compagnie de Saint-Gobain, holding 5.62% of the capital stock and 5.01% of the voting rights on behalf of those customers and funds. BlackRock, Inc. also reported that it held 1,093,523 “contracts for differences” (cash unwinding derivative instruments), with no scheduled maturity date, applying to Compagnie de Saint-Gobain shares, settled solely in cash. BlackRock, Inc. disclosed that it also holds 3,528,868 shares of Compagnie de Saint-Gobain on behalf of customers who have retained the exercise of voting rights.

Wendel 2.2.2 On June 7, 2017, Wendel informed the Autorité des marchés financiers that, on June 6, 2017, it had indirectly, through companies it controls, dropped below the thresholds of 10% of Compagnie de Saint-Gobain’s voting rights and 5% of its capital stock and voting rights and indirectly held 2.53% of the capital stock and 4.50% of the voting rights. These thresholds were crossed following an off-market block trade of 20 million Saint-Gobain shares. Statutory disclosure thresholds 2.2.3 In addition, the Company received several notifications during 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 below 0.5% of the capital stock or voting rights, or any multiple thereof. Those disclosure notifications, upwards or downwards, were received following the sale of shares or changes in Compagnie de Saint-Gobain’s shares and voting rights. ten-year lock-up, for a total of €168.7 million (compared with 4,653,810 shares and €136.9 million in 2016). In France, 57.2% of employees invested in the PEG through Employee Mutual Funds (fonds communs de placement d’entreprise, “FCPE”). With employees in 26 other European countries and 15 countries outside Europe also given the opportunity to take part in the PEG, in all, 40,893 Group employees participated in the PEG during 2017. A new plan will be launched in 2018, giving employees the 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.

Employee ownership structure 2.3 At December 31, 2017, Group employees held 7.4% of the capital and 12.8% of the voting rights attached to Compagnie de Saint-Gobain shares, through the Group Savings Plan. The Funds of the Group Savings Plan are thus the Group’s main shareholder.

The Group Savings Plan (Plan d’Épargne Groupe, “PEG”) is a key feature of Saint-Gobain’s social contract. It represents an excellent means of giving employees a stake in the Group’s success and profits. In 2017, 4,593,807 shares were issued under a standard plan offering Group employees two classic formulae with a five- or

Shareholder pacts or agreements involving 2.4 Compagnie de Saint-Gobain shares

The Company has no knowledge of shareholder pacts or agreements, nor of shareholders acting in concert with regard to the shares comprising its capital stock. Since the agreements signed with Wendel on March 20, 2008 expired upon completion of the General Shareholders' Meeting of June 9, 2011, new agreements between Wendel and Compagnie de Saint-Gobain setting the principles and objectives of the long-term cooperation were entered into and announced on May 26, 2011 (see the press release available at www.Saint-Gobain.com and pages 58 to 60 of the Registration Document prepared for the 2011 fiscal year). On that occasion, Wendel and Saint-Gobain reiterated their adherence to the following principles:

support for the strategy approved by the Board of „ Directors and implemented by its Senior Management, primarily organized around three priorities: Construction Products, Building Distribution and Innovative Materials, each of which contributes specific factors to the Group and which, together, will serve as growth drivers, particularly through targeted acquisitions; 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.

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