Saint Gobain - Registration document 2016

8 CAPITAL AND OWNERSHIP STRUCTURE 1. Capital

1.3

SAINT-GOBAIN TREASURY SHARES AND ACQUISITION OF OWN

SHARES

Treasury shares and own stock 1.3.1 par value of €4, acquired at an average purchase price of €35.05. At that date it was not holding any own shares indirectly. At December 31, 2016, Compagnie de Saint-Gobain directly held a total of 1,230,716 own shares, i.e. 0.2% of its capital stock, with The following table shows, at December 31, 2016, the allocation of treasury shares held directly by Compagnie de Saint-Gobain for purposes of the program authorized by the General Shareholders’ Meeting of June 2, 2016:

percentage of capital stock Number of shares and 1,230,716 shares (0.20% of capital stock)

Average purchase price (in euros)

Purpose

Coverage of performance share plans and other allocations to employees (including stock options for existing shares)

€35.05

Liquidity agreement

0 share

-

Cancellation

0 share

-

1.3.3

Liquidity agreement

remitted as part of existing performance share plans. During the 2016 fiscal year, 366,105 treasury shares were cancelled on May 30, 2016, of which 10 million shares had been previously bought back on May 3, 2016, as part of an By resolution of the Board of Directors, 11 million shares were resulted in a share capital reduction of a €44 million par value. accelerated bookbuilding process completed by Wendel (see Section 2.2.2 of this Chapter 8). This share cancellation

justified by market trends. de Saint-Gobain shares and ensure that prices are regularly quoted for the shares, so as to avoid price fluctuations not (AMAFI). Under the terms of the agreement, Exane is mandated to maintain a liquid market in Compagnie issued by the Association Française des Marchés Financiers an agreement with Exane BNP Paribas to provide liquidity for Saint-Gobain shares, in accordance with the code of ethics In November 2007, Compagnie de Saint-Gobain entered into this agreement and applied to the credit of the liquidity account were reduced from €6.7 million at December 31, 2013 The resources provided by Compagnie de Saint-Gobain under to €5 million at June 26, 2014. At December 31, 2016 no shares were held in the account, which was in credit for €5.3 million agreement were reallocated to another purpose of the share buyback program in 2016. price of €37.81, while 1,339,926 shares were sold at an average price of €37.96. No shares allocated to the liquidity Cumulative purchases during the 2016 fiscal year under the liquidity agreement involved 1,325,926 shares at an average in cash.

1.3.2

year (excluding liquidity agreement) Information on transactions involving own shares during the 2016 fiscal

trading expenses, fees and taxes incurred by the Company in 2016 in connection with all transactions on its own shares the liquidity agreement, 10,920,230 shares, at an average price of €38.18, and did not sell any of its own shares. Total Shareholders’ Meetings of June 4, 2015 and June 2, 2016 to the Board of Directors, the Company purchased, excluding In 2016, as part of the authorizations granted by the General (including the liquidity agreement) amounted to €1,046,000. open purchase or sale positions at December 31, 2016. It made no use of derivative products in connection with these transactions. Further, the Company was holding no

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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