Saint Gobain - Registration document 2016

8 CAPITAL AND OWNERSHIP STRUCTURE 2. Ownership structure

Ownership structure 2.

2.1

MAJOR SHAREHOLDERS

At December 31, 2016, Compagnie de Saint-Gobain’s capital stock amounted to €2,221,121,432, represented by 555,280,358 common shares, corresponding to 646,539,749 theoretical voting rights. The following table presents, to the best of the Company’s knowledge, changes in the distribution of the Company’s capital stock and voting rights over the last three years.

December 31, 2016

December 31, 2015

December 31, 2014

stock (1) % of capital

rights (2) % of voting Number of shares

% of capital stock (1)

rights (2) % of voting

shares Number of

stock (1) % of capital

% of voting rights (2)

shares Number of

Group Savings Plan Funds

42,736,720

7.7

12.7 42,424,604

7.6

11.9 42,365,221

7.5

11.8

Wendel

35,812,635

6.4

11.1

65,812,635

11.7

19.3 65,812,635

11.7

19.3

(5) 28,199,633

5.1

4.4 (4) 29,025,332

5.2

4.3 (3) 28,359,250

5.0

4.2

BlackRock Inc.

Treasury shares

1,230,716

0.2

0.0 1,674,679

0.3

0.0

857,741

0.2

0.0

447,300,654

80.6

71.8 422,006,189

75.2

64.5 424,500,719

75.6

64.7

Other shareholders (6)

TOTAL

100

100

100

100

100

100

The percentages of capital stock are calculated with reference to the total number of shares comprising the Company’s capital stock, including treasury shares. (1)

shares in the name of a single shareholder for at least two years benefit from a double voting right. For further information, see chapter 10, section 1.1.1. The percentages of voting rights are calculated with reference to the number of voting rights exercisable at General Shareholders' Meetings. Since 1987, registered (2) To the best of the Company’s knowledge, based on the disclosure threshold statement prepared by BlackRock, Inc. on September 30, 2014. (3) To the best of the Company’s knowledge, based on the disclosure threshold statement prepared by BlackRock, Inc. on December 4, 2015. (4) chapter 8, section 2.2.1. To the best of the Company’s knowledge, based on the disclosure threshold statement prepared by BlackRock, Inc. on June 10, 2016. For further information, see (5) by each Director is shown in chapter 6, section 1.1.1. The percentage of capital stock and voting rights held by all Directors and members of the Group’s Senior Management is less than 0.5%. The number of shares held (6)

0.2% TREASURY SHARES

stock or voting rights. 2016 no other shareholder directly or indirectly, acting alone or in concert, held more than 5% of the Company’s capital To the best of the Company’s knowledge, at December 31, December 31, 2016 the number of shareholders was estimated at approximately 210,000. According to the latest study of identifiable bearer shares, at ownership structure at December 31, 2016 by major shareholder category. The following graphic shows Compagnie de Saint-Gobain’s

7.7% GROUP SAVINGS PLAN (employees) 7.1% INDIVIDUALS

6.4% WENDEL

21.1% FRENCH INSTITUTIONAL INVESTORS

57.5% FOREIGN INSTITUTIONAL INVESTORS

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016