SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Financial and accounting information Compagnie de Saint-Gobain 2017 annual financial statements (parent company)

At December 31, 2017, capital stock amounted to €2,214,228 thousand, represented by 553,557,091 shares of common stock with a par value of €4 each.

Statement of changes in shareholders’ equity 10.2 (in EUR thousand) SHAREHOLDERS' EQUITY AT 12/31/2016 BEFORE APPROPRIATION OF 2016 NET INCOME:

Amount

17,420,726

Shares issued under the Group Savings Plan on May 17, 2017

167,912 (694,143)

Paymentɸ of the 2016 dividend

Shares issued upon exercise of stock options on August 31, 2017

13,534

Shares cancelled on September 29 2017 Shares cancelled on November 30 2017

(243,734) (96,004)

Shares issued upon exercise of stock options on December 31, 2017

5,783

Net income for 2017

839,496

SHAREHOLDERS' EQUITY AT 12/31/2017 BEFORE APPROPRIATION OF 2017 NET INCOME:

17,413,570

Significant events 10.3 The principal events that contributed to changes in capital stock and shareholders’ equity were as follows: the May 2017 increase in capital stock through the „ subscription of 4,593,807 shares under the Group Savings Plan at a price of €36,72. The issue proceeds amounted to €168,685 thousand (€167,912 thousand after deducting the issue costs, net of tax, from the premium); the capital reductions of September 29, 2017 and „ November 30, 2017 through the cancellation of respectively 5,000,000 and 2,000,000 shares for a total gross and net amount of €339,738 thousand:

finally, in August and December, were respectively „ issued 482,685 shares at an average price of €28.04, and 200,241 shares at an average price of €28.88 , upon exercise of stock options. Gross as well as net issue proceeds amounted to €19,317 thousand: These various transactions had the effect of decreasing capital stock by €6,893 thousand, the legal reserve by €689 thousand and additional paid-in capital by €144,926 thousand.

Changes in unappropriated retained earnings during the year were as follows (changes pursuant to 3 rd resolution of the AGM of June 8, 2017 (appropriation of income)):

(in EUR thousand) AT DECEMBER 31, 2016 (BEFORE APPROPRIATION OF 2016 NET INCOME)

5,093,766 1,048,738 (694,143) 5,448,361b

Net income for 2016

Less: final dividend taking into account the actual number of treasury shares held AT DECEMBER 31, 2017 (BEFORE APPROPRIATION OF 2017 NET INCOME)

Stock option plans 10.4 Compagnie de Saint-Gobain has stock option plans available to certain employees. The Board of Directors grants options allowing beneficiaries to obtain Saint-Gobain shares at a price set, at no discount, by reference to the average of the opening prices for the Saint-Gobain share over the 20 stock market trading days preceding the date of the decision by the Board of Directors. For all of the plans, options may only be exercised after four years vesting period. During this period, none of the options received may be exercised. Options must be exercised within ten years of the grant date. Except in specified circumstances, grantees forfeit these options if they leave the Group. Among the plans outstanding at December 31, 2017, plans launched between 2008 and 2012 offer subscription options

while the 2013 plan offers purchase options. For plans launched between 2014 and 2017, the Board of Directors has decided that it would determine the type of option (subscription or purchase) at the latest on the day before the start of the exercise period, with any options exercised prior to such decision considered as subscription options. Until 2008, options were subject to a performance condition for certain grantees only. A performance condition applies for all grantees in plans awarded since 2009. For options granted under the 2017 plan, the value used to calculate the 30% contribution sociale tax due for grantees employed by French companies in the Group is €5.06 per option granted.

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