Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

2. Management and Directors’ compensation

At December 31, 2016, the estimated amount of the pension accordance with the methodology set by Article D.225-104-1 €243,000 per year. This indicative amount is calculated in supplemental pension would come to a gross amount of that Mr. Pierre-André de Chalendar will receive as his/her duties at the closing date of the fiscal year, be based account the seniority acquired by the executive Director in pension must be estimated on an annual basis, take into of the French Commercial Code, according to which the on the remunerations recorded during the last fiscal year(s) realization of the commitment, as if the executive Director and be calculated independently of the conditions of fiscal year. could benefit from it starting the day after the close of the described above, as well as life insurance, to which The lifetime benefits granted consist of the retirement income Mr. Pierre-André de Chalendar will have an opportunity to

€9,000. This premium is assumed in its entirety by of which is estimated as at December 31, 2016 to be less than subscribe like other retirees upon retiring, the annual premium Company. after which only 50% continues to be assumed by the Compagnie de Saint-Gobain in the first year of retirement, for Pierre-André de Chalendar in his capacity de Saint-Gobain employees to be maintained insurance policies applicable to Compagnie Benefits under the Group health and personal risk as non-salaried executive Director. from the Group’s health and personal risk insurance policies Mr. Pierre-André de Chalendar will continue to benefit in full Saint-Gobain also benefit from. respectively, which all the employees of Compagnie de entered into with GAN and Mutuelle Malakoff Médéric,

Shareholders’ Meeting of June 8, 2017 (“Say on Pay” ex post). and Chief Executive Officer, in 2016 subject to shareholders' approval at the General Compensation components due or granted to Mr Pierre-André de Chalendar, Chairman 2.2.5 Governance Committee, that are subject to shareholders' approval at the General Shareholders’ Meeting of June 8, 2017, in Executive Officer in 2016, decided by the Board of Directors at the recommendation of the Nomination, Remuneration and The following table shows the compensation components due or granted to Mr Pierre-André de Chalendar, Chairman and Chief accordance with the AFEP-MEDEF Code.

Compensation components due or granted to Mr. Pierre-André de Chalendar, Chairman and Chief Executive Officer, in respect of 2016 Pursuant to Recommendation 26.1 of the AFEP-MEDEF corporate governance code for French listed companies:

submitted to vote (in EUR) Amount or book value

due or granted at year-end Compensation component

Description

Fixed compensation

Amount due: €1,100,000

Fixed compensation unchanged since 2010.

compensation Annual variable

Amount due: €1,529,879 of February 23, 2017) (Board of Directors’ meeting

his fixed compensation, (as for 2015), and fixed the quantitative and qualitative objectives Chalendar’s variable compensation in respect of fiscal year 2016 could not exceed 170% of At its February 25, 2016 meeting, the Board of Directors decided that Mr. Pierre-André de February 23, 2017 meeting, determined Mr. Pierre-André de Chalendar’s variable the Nomination, Remuneration and Governance Committee, the Board of Directors, at its of his compensation (structure unchanged since 2014). Based on the recommendations of detailed below, determining, up to a limit of 2/3 and 1/3 respectively, the variable portion below have been achieved: compensation as follows, taking into account the extent to which the objectives outlined quantitative objectives (ROCE, Group operating income, Group recurring earnings per the portion of the variable compensation based on the fulfillment of the four ‹ achievement rate of 88% (the completion rate of the various quantitative objectives is share and operating free cash flow) amounted to €1,093,546, corresponding to an presented in chapter 6, section 2.2.3); to €436,333, corresponding to a percentage of overall completion of the qualitative responsibility policy and continuation of the Group’s development strategy) amounted digital transformation of the Group, implementation of the corporate social the amount of the variable portion of the four qualitative objectives (Sika transaction, ‹ objectives of 70%. an achievement rate of 82%. On this basis, his 2016 annual variable compensation totaled €1,529,879, corresponding to Overall, Mr. Pierre-André de Chalendar’s total compensation (fixed and variable) amounted to €2,629,879 for 2016, an increase of 10.31% over 2015.

compensation Deferred variable Multi-year variable compensation

N/A

Mr. Pierre-André de Chalendar has not been granted any deferred variable compensation.

N/A

Mr. Pierre-André de Chalendar has not been granted any multi-year variable compensation.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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