Saint Gobain - Registration document 2016

8 CAPITAL AND OWNERSHIP STRUCTURE 2. Ownership structure

stock to a limited number of buyers; that Wendel seeks, on one or more occasions, to transfer securities representing at least 5% of Saint-Gobain’s capital a right of first offer in favor of Saint-Gobain in the event ‹ regarding governance, three seats on the Board of ‹ Directors appointed at Wendel’s proposal, unless Wendel’s Board committees; and stake falls under 10% of the voting rights, in which case this number shall be reduced to one, and participation on the the Saint-Gobain General Shareholders’ Meetings. coordination on any draft resolution to be submitted to ‹

Wendel will remain free to contribute all or part of its shares if such an offering were nevertheless to occur. encourage or favor the success of such a takeover bid, and to abstain from publicly recommending it, being provided that whose terms are not approved by the Saint-Gobain Board of Directors, to abstain from any measure that would provoke, Finally, Wendel agrees not to participate in a takeover bid The commitments provided for under these agreements will remain in force for a 10-year period after the General Meeting of June 7, 2012. Shareholders’ Meeting of June 9, 2011 and were approved as related-party transactions by the General Shareholders’

2.5

COMPANY’S CONTROL

At December 31, 2016, to the best of its knowledge, the Company was not controlled and has not been subject to any agreement binding on one or more shareholders or any other individual or legal entity, acting alone or in concert,

concerning the direct or indirect holding of its capital or its control, or for which the implementation thereof might subsequently involve a change in the Company’s control.

2.6

INFORMATION THAT COULD HAVE AN IMPACT IN THE EVENT OF A TAKEOVER BID

2.6.1

Agreements that could result and the exercise of voting rights in restrictions on share transfers

(i) to (iii), the rating agency’s action is expressly associated with the change of control – or (iv) at the time of the change designated rating agency falls by one notch (e.g. from BB+ to BB); (iii) the rating is withdrawn; – and, in each of these cases “non-investment grade” rating of the bonds in question by a outstanding borrowings concerned at December 31, 2016 were €7,639 million. of control, the concerned bonds had no rating. Total In addition, the agreements relating to the syndicated lines of credit for general corporate purposes (made available in December 2012 for €1,461 million and in December 2013 for €2,539 million) also contain change of control clauses. immediately terminated in case of change of control with the Finally, certain deferred compensation and defined benefit pension plans of the Group’s U.S. subsidiaries would be 2016. rights of the beneficiaries to become due within 12 months. The total potential cost was USD 161.6 million at December 31,

entered into with Wendel on May 26, 2011. These may also be consulted at www.saint-gobain.com. See chapter 8, section 2.4 for a summary of the agreements

2.6.2

Impact of a change of control

on certain Company’s operations Company bonds issued since 2006 contain a bearer protection clause in the event of change of control (a change of control put), allowing bearers to request the Company (at its discretion) for either their early redemption, or their purchase at par (plus accrued interest). This option is only “investment grade” to “non-investment grade”; (ii) the available in the following cases: (i) the rating of the bonds in question by a designated rating agency falls from

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016