Saint Gobain - Registration document 2016

8 CAPITAL AND OWNERSHIP STRUCTURE 2. Ownership structure

2.2

DISCLOSURE THRESHOLDS IN 2016

2.2.1

BlackRock

2.2.2

Wendel

manages, disclosed to the French Financial Markets Authority (Autorité des marchés financiers) that on June 10, 2016, it had the 5% legal threshold. Most recently, on June 14, 2016 BlackRock Inc., acting on behalf of customers and funds it of customers and funds it manages, made several threshold disclosures stating that it had exceeded or dropped below During the 2016 fiscal year, BlackRock, Inc., acting on behalf exceeded the threshold of 5% of the capital stock of customers and funds. Compagnie de Saint-Gobain, holding 5.08% of the capital stock and 4.36% of the voting rights on behalf of those differences” (cash unwinding derivative instruments), with no scheduled maturity date, applying to Compagnie BlackRock, Inc. also reported that it held 732,755 “contracts for de Saint-Gobain on behalf of customers who have retained the de Saint-Gobain shares, settled solely in cash. BlackRock, Inc. disclosed that it also holds 2,905,697 shares of Compagnie

of Compagnie de Saint-Gobain’s voting rights and 10% of its capital stock and indirectly held 6.38% of the capital stock financiers that, on May 3, 2016, it had indirectly, through companies it controls, dropped below the thresholds of 15% On May 10, 2016, Wendel informed the Autorité des marchés Saint-Gobain shares. and 10.96% of the voting rights. These thresholds were crossed following an off market block trade of 30 million downwards, were received following the sale of shares or changes in Compagnie de Saint-Gobain’s shares and voting below 0.5% of the capital stock or voting rights, or any multiple thereof. Those disclosure notifications, upwards or the year in respect of the obligation set out in the Company’s bylaws to disclose any and all changes in interest to above or In addition, the Company received several notifications during Statutory disclosure thresholds 2.2.3

exercise of voting rights.

rights.

2.3

EMPLOYEE OWNERSHIP STRUCTURE

de Saint-Gobain shares, through the Group Savings Plan. The Funds of the Group Savings Plan are thus the Group’s main At December 31, 2016, Group employees held 7.7% of the capital and 12.7% of the voting rights attached to Compagnie excellent means of giving employees a stake in the Group’s success and profits. The Group Savings Plan (Plan d’Épargne Groupe, “PEG”) is a key feature of Saint-Gobain’s social contract. It represents an In 2016, 4,653,810 shares were issued under a standard plan offering Group employees two classic formulae with a five- or shareholder.

ten-year lock-up, for a total of €136.9 million (compared with 4,449,939 shares and €144.4 million in 2015). In France, 47.2% of employees invested in the PEG through Employee Mutual Funds (Fonds Communs de Placement employees participated in the PEG during 2016. countries and 15 countries outside Europe also given the opportunity to take part in the PEG, in all, 32,896 Group d’Entreprise, “FCPE”). With employees in 25 other European opportunity to acquire up to six million shares, i.e. just over 1% of the capital stock, with a five- or ten-year lock-up. A new plan will be launched in 2017, giving employees the

2.4

SHAREHOLDER PACTS OR AGREEMENTS INVOLVING COMPAGNIE

DE SAINT-GOBAIN SHARES

to the shares comprising its capital stock. The Company has no knowledge of shareholder pacts or agreements, nor of shareholders acting in concert with regard expired upon completion of the General Shareolders' Meeting of June 9, 2011, new agreements between Wendel and Since the agreements signed with Wendel on March 20, 2008 objectives of the long-term cooperation were entered into and announced on May 26, 2011 (see the press release available at Compagnie de Saint-Gobain setting the principles and Wendel and Saint-Gobain reiterated their adherence to the following principles: www.saint-gobain.com and pages 58 to 60 of the Registration Document prepared for the 2011 fiscal year). On that occasion primarily organized around three priorities: Construction support for the strategy approved by the Board of ‹ Directors and implemented by its Senior Management, Products, Building Distribution and Innovative Materials,

which, together, will serve as growth drivers, particularly through targeted acquisitions; each of which contributes specific factors to the Group and respect for the independence of the Saint-Gobain Group ‹ and equal treatment of all shareholders; and stability in share ownership, Wendel’s contribution to the ‹ Group’s projects, and its long-term commitment. These agreements specifically provide for the following: a cap on Wendel’s stake, either direct or indirect, alone or ‹ except in the case of passive accretion by Wendel. This cap will cease to apply in the event that another in concert, up to 21.5% of the Company’s capital stock, filing of a takeover bid targeting Saint-Gobain’s shares; shareholder, acting alone or in concert, comes to own more than 11% of Saint-Gobain’s capital stock or in case of

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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