Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

1. Composition and operation of the Board of Directors

Ms. Knapp and Ms. Lemarchand and Messrs. Schnepp and Varin be renewed. These directors have diligently proven It will be proposed to the General Shareholders’ Meeting scheduled for June 8, 2017 that the terms of office of Pamela Knapp attended nine of the Board’s ten meetings and all Audit and Risk Committee meetings; Agnès Lemarchand themselves through their attendance. In fiscal year 2016, attended all Board meetings and all meetings of the Audit and Risk Committee; Gilles Schnepp attended nine out of ten Board meetings; and Philippe Varin attended nine out of ten Board meetings and all the meetings of the Nomination, Remuneration and Governance Committee. age limit which he will reach during a potential new term. Mr. Folz did not seek renewal of his term due to the statutory decisions. During the years of his term, his experience and judgment contributed immensely to the Board’s discussions and

and as part of the reduction of its stake in the share capital of Saint-Gobain which took place in May 2016 (see chapter 8, sections 2.1 and 2.4). instead of three as provided for by the existing agreements, considering the objective of reducing the size of the Board and Ms. Lemarchand and Messrs. Schnepp and Varin, the non-renewal of the term of Mr. Folz and the reduction in the In the event of the renewal of the terms of office of Ms. Knapp Compagnie de Saint-Gobain to two Directors following the General Shareholders’ Meeting scheduled for June 8, 2017 In addition, Wendel has informed the Company of its desire to reduce its representation on the Board of Directors of twelve (i.e., a proportion of 41.7%), and the number of independent Directors on the Board, calculated in accordance representation of Wendel to two members, the number of women with seats on the Board of Directors will be five out of out of eleven (i.e., a proportion of 63.6%). with the rules set by the AFEP-MEDEF Code, will be seven

Summary of changes in the composition of the Board of Directors The following table shows the changes in the composition of the Board of Directors in fiscal year 2016 and the changes proposed to the General Shareholders’ Meeting of June 8, 2017:

General Shareholders’ Meeting of June 2, 2016

General Shareholders’ Meeting of June 8, 2017

Cessation of duties

Isabelle Bouillot Sylvia Jay (2)

Jean-Martin Folz A Director representing Wendel

Renewal

Pamela Knapp (1) Agnès Lemarchand (1)

Bernard Gautier (3) Frédéric Lemoine (3) Jean-Dominique Senard (1)

Gilles Schnepp (3) Philippe Varin (1)

Proposed nomination

Iêda Gomes Yell (1)

N/A

Independent Director. (1) Independent Director up to June 2, 2016. (2) In accordance with existing agreements between the Company and Wendel (see chapter 8, section 2.4). (3)

The following table shows the changes in the composition of the Board with regard to independence, representation of women, and representation of foreign members during fiscal year 2016, and as envisaged by the end of the General Shareholders’ Meeting to be held in 2017:

As from the General Shareholders’ Meeting of June 8, 2017 (contemplated)

As from the General Shareholders’ Meeting of June 4, 2015

As from the General Shareholders’ Meeting of June 2, 2016

Percentage of independents (1)

50%

54%

64%

Percentage of women (1)

40%

36%

42%

Percentage of foreign nationals (2)

21%

23%

27%

In compliance with computation rules set by the AFEP-MEDEF Code. (1) Excluding employee Directors appointed under specific mandatory legal provisions. (2)

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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