SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

10 Additional information and cross-reference tables Additional information

ADDITIONAL INFORMATION 1.

1.1

Principal statutory provisions and internal rules

of the Board of Directors

Principal statutory provisions 1.1.1 The main provisions of Saint-Gobain Compagnie’s bylaws are summarized below. A complete version of the bylaws may be consulted on the Company’s website (www.saint-gobain.com). A copy may also be obtained upon request from the Clerk of the Commercial Court of Nanterre and at the Company’s headquarters. Corporate name, form, corporate headquarters and „ duration (Articles 1, 2, 4 and 5) A French société anonyme governed by the provisions of Articles L.210-1 et seq. of the French Commercial Code, Compagnie de Saint-Gobain maintains its corporate headquarters at Les Miroirs, 18 avenue d’Alsace, 92400 Courbevoie, France (tel.: +33 (0)1 47 62 30 00). It is registered with the Trade and Companies Register of Nanterre under No. 542 039 532. The Company was founded in 1665 and registered with the Trade and Companies Register on July 21, 1954 for a period that will expire on December 31, 2040, unless it is subject to early dissolution or extension. Corporate purpose (Article 3) „ The Company’s corporate purpose is, in summary form, to conduct and manage, in France and internationally, any and all industrial, commercial, financial, securities and real estate transactions related to its manufacturing and contracting activities, through French or foreign subsidiaries or affiliates or otherwise. Fiscal year (Article 19) „ Its fiscal year runs from January 1 to December 31. Share capital and disclosure thresholds (Articles 6 and 7) „ At December 31, 2017, the share capital was set at €2,214,228,364, divided among 553,557,091 shares with a par value of €4 each, entirely paid in and all of the same type. The bylaws (Article 7.4) require shareholders to disclose to the Company within five trading days any direct, indirect or joint interest representing at least 0.50% of the capital or voting rights, or any multiple of this percentage. The same disclosure requirement applies when a direct, indirect or joint holding falls below any of these thresholds. Failure to comply with these disclosure rules may result in the undisclosed shares exceeding this percentage being stripped of voting rights for a period of two years from the date when the non-disclosure is remedied, at the request of one or more shareholders representing at least 3% of the capital or voting rights, as recorded in the minutes of the General Meeting.

In addition, the Company may request disclosure of information about its ownership structure and ownership of its securities pursuant to the relevant laws and regulations. Share rights (Article 8) „ Each share entitles the owner to ownership of corporate assets and liquidation proceeds in an equal proportion to the share capital it represents. Whenever it is necessary to hold a certain number of shares in order to exercise a right, it is for the owners who do not possess such number to assume responsibility, as necessary, to create the corresponding grouping up to the required number of shares. Each share entitles the holder to vote at the General Meetings under the conditions stipulated in the bylaws (see Article 18 below). Share ownership automatically requires compliance with the Company’s bylaws and the decisions taken by the General Meeting. Company Management (Articles 9 to 12, 14 and 15) „ The Company is administered by a Board of Directors comprised of at least three members and no more than eighteen members, subject to the exceptions provided for by law in the event of a merger. Directors are elected for a four-year term which is renewable, subject to the age limits for holding office, which is 70 for a Director and 68 for the Chairman of the Board. The Board may decide to combine the functions of Chairman of the Board and Chief Executive Officer, in which case the holder’s title shall be Chairman and Chief Executive Officer. The age limit for holding office as Chairman and Chief Executive Officer is 65 (the same as for the Chief Executive Officer and Chief Operating Officers). A Director representing employee shareholders shall be appointed at the General Meeting, upon proposal of the Board of Directors, among the members of the supervisory boards of the corporate mutual funds of the Company’s Group Savings Plan. Such Director will be subject to all legal and statutory provisions applicable to Directors appointed by the General Meeting. One or two employee Directors shall be appointed by the Group Works Council (Comité de Groupe) of the Company. If the number of Directors appointed by the General Meeting is less than or equal to twelve, one employee Director shall be appointed by the Group Works Council. If the number of Directors appointed by the General Meeting is or becomes greater than twelve, a second employee Director shall be appointed by the Group Works Council (provided that this number remains higher than twelve on the date of the appointment). If the number of Directors appointed by the General Meeting becomes less than or equal to twelve, the terms of each of the two employee Directors shall continue up to the expiration of their term. The appointment of the

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