Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

2. Management and Directors’ compensation

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

Amount or book value submitted to vote (in EUR) used to prepare the (valuation based on method Amount granted: €244,200

Compensation component due or granted at year-end

Description

Stock options

At its November 24, 2016 meeting, the Board of Directors granted Mr. Pierre-André de June 2, 2016. stock-options, i.e. less than the sub-cap set by the General Shareholders’ Meeting of Chalendar 58,000 stock options with an IFRS value equivalent to his 2015 allocation of time of their allocation, represent a value (according to IFRS standards) greater than performance units to the Chairman and Chief Executive Officer in 2016 could not, at the The Board of Directors decided that grants of stock options, performance shares and plus maximum variable compensation for the current year). 100% of his total maximum gross compensation for the current year (fixed compensation compensation for 2016. time of their grant of €1,434,100 corresponding to 48% of his total maximum gross In 2016, these allocations represented a total value (according to IFRS standards) at the to chapter 6, section 2.4.2. For the service and performance conditions applying to the exercise of the options, refer The performance conditions for stock options are demanding, as evidenced by the for the 2011 plan and 0% for the 2010 plan). for which the performance conditions have been determined (16.5% for the 2012 plan, 0% achievement rates of the performance conditions for the three latest stock option plans Executive Officer: approximately 0.01%. Percentage of share capital represented by options granted to the Chairman and Chief Date of authorization by the General Shareholders’ Meeting: June 2, 2016 (resolution 13). Date of the Board’s grant decision: November 24, 2016. June 2, 2016. performance units in 2015, i.e., less than the sub-cap set by the Shareholders’ Meeting of Chalendar 67,000 performance shares with an IFRS value equivalent to his allocation of On November 24, 2016, the Board of Directors decided to grant Mr. Pierre-André de Executive Officer as a percentage of his total compensation. Refer to the “Stock Options” item above for the cap on grants to the Chairman and Chief Refer to chapter 6, section 2.4.3 for a description of the service and performance conditions applying to the vesting of the performance shares. shares plans for which the performance condition has been determined (89.2% for the by the Group are demanding as evidenced by the achievement rates of the performance The performance conditions applying to the vesting of the performance shares allocated 2013 plan, 65.5% for the 2012 plan and 32% for the 2011 plan). Chairman and Chief Executive Officer: approximately 0.01%. Percentage of share capital represented by the allocation of performance shares to the Date of authorization by the General Shareholders’ Meeting: June 2, 2016 (resolution 14). Date of the Board’s grant decision: November 24, 2016.

statements) consolidated financial

Performance shares

€1,189,900 Amount allocated:

used to prepare the (valuation based on method

statements) consolidated financial

6

Performance units

N/A

No performance units were allocated to Mr. Pierre-André de Chalendar in 2016.

Exceptional Compensation N/A

Mr. Pierre-André de Chalendar does not receive any exceptional compensation.

Directors’ attendance fees

N/A

Mr. Pierre-André de Chalendar is not paid any Directors’ fees.

In-kind benefits

(book value) Amount due: €2,652

Mr. Pierre-André de Chalendar has use of a company car.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016