Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

2. Management and Directors’ compensation

long-term compensation instruments, (stock options, The Board also seeks to ensure that the allocation of be) to the Chairman and Chief Executive Officer in a given performance shares and performance units, as the case may

maximum compensation for that year and has conditioned year does not represent a disproportionate share of his total paragraph c) of section 2.2.3 below). these allocations to demanding ceiling and holding rules (see

Officer Summary of compensation and benefits allocated to the Chairman and Chief Executive 2.2.2 The following table presents a summary of the total compensation, stock options, performance shares and performance units allocated to Mr. Pierre-André de Chalendar for the fiscal years ended December 31, 2015 and 2016.

UNITS ALLOCATED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (AMF NOMENCLATURE) TABLE 1 – SUMMARY OF COMPENSATION, STOCK OPTIONS, PERFORMANCE SHARES AND PERFORMANCE

Fiscal year 2016

Fiscal year 2015

(in EUR before social charges and income tax)

Chairman and Chief Executive Officer Pierre-André de Chalendar, Compensation for the year (see Table 2 for details)

2,632,531

2,386,719

Value in multi-year variable compensation allocated during the year

0

0

Value of stock options granted during the year (see Table 4 for details)

244,200

245,000

Value of performance shares granted during the year (see Table 6 for details)

1,189,900

0

Value of performance units granted during the year

0

1,232,400

TOTAL

4,066,631

3,864,119

Compensation and benefits allocated to the Chairman and Chief Executive Officer 2.2.3 The table below presents a breakdown of the fixed and variable compensation and other benefits allocated to Mr. Pierre-André de Chalendar for the fiscal years ended December 31, 2015 and 2016.

TABLE 2 – SUMMARY OF THE COMPENSATION OF THE EXECUTIVE DIRECTOR (AMF NOMENCLATURE)

2016

2015

(in EUR before social charges and income tax)

Amount paid (3)

Amount due (2)

Amount paid (3)

Amount due (2)

Pierre-André de Chalendar, Chairman and Chief Executive Officer Fixed compensation (1)

1,100,000

1,100,000

1,100,000

1,100,000

1,529,879

1,284,067

1,284,067

1,178,100

Annual variable compensation (1)

Multi-year variable compensation

0

0

0

0

0

0

0

0

Exceptional compensation (1)

0

0

0

0

Directors’ attendance fees (4)

Benefits in kind: company car

2,652

2,652

2,652

2,652

TOTAL

2,632,531

2,386,719

2,386,719

2,280,752

On a gross basis before taxes. (1) Compensation allocated during the year, regardless of payment date. (2) Compensation paid during the year. (3) Attendance fees allocated to Compagnie de Saint-Gobain’s Chairman and Chief Executive Officer for his Director’s duties in non-Group companies in which the (4) Group holds stakes are repaid to Compagnie de Saint-Gobain in their entirety.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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