SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Capital and ownership structure Ownership structure

These agreements specifically provide for the following: a cap on Wendel’s stake, either direct or indirect, alone or „ in concert, up to 21.5% of the Company’s capital stock, except in the case of passive accretion by Wendel. This cap will cease to apply in the event that another shareholder, acting alone or in concert, comes to own more than 11% of Saint-Gobain’s capital stock or in case of filing of a takeover bid targeting Saint-Gobain’s shares; a right of first offer in favor of Saint-Gobain in the event „ that Wendel seeks, on one or more occasions, to transfer securities representing at least 5% of Saint-Gobain’s capital stock to a limited number of buyers; regarding governance, three seats on the Board of „ Directors appointed at Wendel’s proposal, unless Wendel’s stake falls under 10% of the voting rights, in which case

this number shall be reduced to one, and participation on the Board committees; and coordination on any draft resolution to be submitted to „ the Saint-Gobain General Shareholders’ Meetings. Finally, Wendel agrees not to participate in a takeover bid whose terms are not approved by the Saint-Gobain Board of Directors, to abstain from any measure that would provoke, encourage or favor the success of such a takeover bid, and to abstain from publicly recommending it, being provided that Wendel will remain free to contribute all or part of its shares if such an offering were nevertheless to occur. The commitments provided for under these agreements will remain in force for a 10-year period after the General Shareholders’ Meeting of June 9, 2011 and were approved as related-party transactions by the General Shareholders’ Meeting of June 7, 2012.

Control of the Company 2.5 At December 31, 2017, to the best of its knowledge, the concerning the direct or indirect holding of its capital or its Company was not controlled and has not been subject to any control, or for which the implementation thereof might agreement binding on one or more shareholders or any other subsequently involve a change in the Company’s control. individual or legal entity, acting alone or in concert, Information that could have an impact 2.6 in the event of a takeover bid

Agreements that could result 2.6.1 in restrictions on share transfers and the exercise of voting rights See Chapter 8, Section 2.4 for a summary of the agreements entered into with Wendel on May 26, 2011. These may also be consulted at www.saint-gobain.com. Impact of a change of control 2.6.2 on certain Company operations Company bonds issued since 2006 contain a bearer protection clause in the event of change of control (a change of control put), allowing bearers to request the Company (at its discretion) for either their early redemption, or their purchase at par (plus accrued interest). This option is only available in the following cases: (i) the rating of the bonds in question by a designated rating agency falls from “investment grade” to “non-investment grade”; (ii) the

“non-investment grade” rating of the bonds in question by a designated rating agency falls by one notch (e.g. from BB+ to BB); (iii) the rating is withdrawn; – and, in each of these cases (i) to (iii), the rating agency’s action is expressly associated with the change of control – or (iv) at the time of the change of control, the concerned bonds had no rating. Total outstanding borrowings concerned at December 31, 2017 were €7,620 million. In addition, the agreements relating to the syndicated lines of credit for general corporate purposes (made available in December 2017 for €1,520 million and €2,480 million respectively) also contain change of control clauses. Finally, certain deferred compensation and defined benefit pension plans of the Group’s U.S. subsidiaries would be immediately terminated in case of change of control with the rights of the beneficiaries to become due within 12 months. The total potential cost was USD 166.6 million at December 31, 2017.

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