Saint Gobain - Registration document 2016

Composition and operation of the Board of Directors 1.

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Composition of the Board of Directors 1.1

121 121

1.1.1

Members of the Board of Directors

representation and employee representation Independence of the members of the Board of Directors, gender parity, employee shareholder 1.1.2

132 133 134 135 135 136 137 142 143 144 144 145 145 146 146

Conflicts of interest and statements regarding members of the Board of Directors 1.1.3

Re-election of the Board of Directors and changes in its composition 1.1.4

Operation of the Board of Directors 1.2

Director Governance structure: combined Chairman of the Board/CEO roles and Lead Independent 1.2.1

Operating rules of the Board of Directors - internal rules 1.2.2 Principal activities of the Board and Committees in 2016 1.2.3

Board assessment 1.2.4

Directors’ induction process 1.2.5

Management and Directors’ compensation 2.

Compensation paid to Directors - attendance fees 2.1

Chairman and Chief Executive Officer compensation policy 2.2

General principles of the Chairman and CEO compensation policy 2.2.1

Summary of compensation and benefits allocated to the Chairman and Chief Executive Officer 2.2.2 Compensation and benefits allocated to the Chairman and Chief Executive Officer 2.2.3 termination of office of the Chairman and Chief Executive Officer Employment contract, retirement benefits and termination benefits allocated in case of 2.2.4 of June 8, 2017 (“Say on Pay” ex post) Executive Officer in 2016 subject to shareholders' approval at the General Shareholders’ Meeting Compensation components due or granted to M. Pierre-André de Chalendar, Chairman and Chief 2.2.5 Commercial Code) (“Say on Pay” ex ante) approval at the General Shareholders’ Meeting of June 8, 2017 (Article L. 225-37-2 of the Compensation Policy of the Chairman and Chief Executive Officer subject to shareholders' 2.2.6

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155 158 158 158 158 162 163

Compensation of members of the Group’s Senior Management 2.3

Long-term compensation plans (stock options, performance shares and performance units) 2.4

Allocation policy 2.4.1 Stock option plans 2.4.2

Performance share plans 2.4.3 Performance unit plans 2.4.4

Company stock traded by Directors 3.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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