Saint Gobain - Registration document 2016

8 CAPITAL AND OWNERSHIP STRUCTURE 1. Capital

1.

Capital

1.1

CAPITAL STOCK

1.1.1

Capital stock at December 31, 2016

common shares with par value of €4, compared with 560,943,439 shares at the previous year-end, fully paid up and all of the same category. At December 31, 2016, Compagnie de Saint-Gobain’s capital stock amounted to €2,221,121,432, represented by 555,280,358 access to its capital stock other than stock options and performance shares (see chapter 6, sections 2.4.2 and 2.4.3). At December 31, 2016, the Company had issued no shares not representing its capital stock and had issued no securities giving

Changes in capital stock over the last three fiscal years 1.1.2 Since December 31, 2013, Saint-Gobain’s capital stock has changed as follows:

Capital stock after

transaction after transaction Number of shares

Date

Type of transaction

12/2016

Issuance of 433,292 shares upon exercise of the same number of subscription options and allocation of 86 performance shares to employees

€2,221,121,432

555,280,358

05/2016

Capital reduction: cancellation of 10,984,088 shares

€2,219,387,920

554,846,980

05/2016

Group Savings Plan: issuance of 4,653,810 shares (at €29.42)

€2,263,324,272

565,831,068

04/2016

Allocation of 29,211 performance shares to employees

€2,244,709,032

561,177,258

03/2016

Issuance of 16,790 shares upon exercise of the same number of subscription options and allocation of 187,818 performance shares to employees

€2,244,592,188

561,148,047

12/2015

Issuance of 60,983 shares upon exercise of the same number of subscription options

€2,243,773,756

560,943,439

11/2015

Capital reduction: cancellation of 4,000,000 shares

€2,243,529,824

560,882,456

10/2015

Issuance of 431,641 shares upon exercise of the same number of subscription options and allocation of 325 performance shares to employees

€2,259,529,824

564,882,456

10/2015

Capital reduction: cancellation of 9,000,000 shares

€2,257,801,960

564,450,490

07/2015

Payment of 50% of the dividend in stock: issuance of 6,559,204 shares (at €36.62)

€2,293,801,960

573,450,490

06/2015

and allocation of 685 performance shares to employees Issuance of 240,615 shares upon exercise of the same number of subscription options

€2,267,565,144

566,891,286

05/2015

Group Savings Plan: issuance of 4,449,939 shares (at €32.44)

€2,266,599,944

566,649,986

04/2015

Allocation of 28,825 performance shares to employees

€2,248,800,188

562,200,047

03/2015

allocation of 207,055 performance shares to employees Issuance of 68,601 shares upon exercise of the same number of subscription options and €2,248,684,888

562,171,222

12/2014

Issuance of 160,945 shares upon exercise of the same number of subscription options

€2,247,582,264

561,895,566

11/2014

Capital reduction: cancellation of 6,100,000 shares

€2,246,938,484

561,734,621

07/2014

Payment of 50% of the dividend in stock: issuance of 6,601,189 shares (at €36.89)

€2,271,338,484

567,834,621

06/2014

Issuance of 410,976 shares upon exercise of the same number of subscription options

€2,244,933,728

561,233,432

05/2014

Group Savings Plan: issuance of 4,303,388 shares (at €33.89)

€2,243,289,824

560,822,456

03/2014

Issuance of 146,283 shares upon exercise of the same number of subscription options and allocation of 1,195,995 performance shares to employees

€2,226,076,272

556,519,068

Liens, guarantees and pledges 1.1.3 At December 31, 2016, to the best of the Company’s knowledge, there were no significant liens, guarantees or pledges applying to Compagnie de Saint-Gobain shares.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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