Acquisition

Paris, April 1, 2015

TOB decision strengthens Saint-Gobain's position

Saint-Gobain welcomes the TOB's decision which confirms Sika's articles of association, expresses no reservation about Saint-Gobain's applying the opt-out clause which allows it to buy Schenker-Winkler Holding (SWH) without having to launch a mandatory takeover and  explicitly decides that the use of the opting-out by Saint-Gobain is not abusive as had been put forward by Sika.

Saint-Gobain's position is strengthened by this decision. SWH's legal situation was known to and recognized by all.

According to Saint-Gobain's CEO, Pierre-André de Chalendar, this is why "a part of the management or the board of a listed company cannot decide when, and to whom, shareholders can sell their shares; it cannot interpret the company's articles of association in the light of specific events or the identity of the owners of one of its shareholders with a view to depriving it of its rights".

The Group is determined to close this transaction despite statements by Sika's board that it intends to restrict SWH's voting rights on resolutions relating to the election of certain directors at the general meeting of April 14. Such measure would be against the law and must not be taken.

ABOUT SAINT-GOBAIN

In 2015, Saint-Gobain is celebrating its 350th anniversary, 350 reasons to believe in the future. Backed by its experience and its capacity to continuously innovate, Saint-Gobain, the world leader in the habitat and construction market, designs, manufactures and distributes high-performance and building materials providing innovative solutions to the challenges of growth, energy efficiency and environmental protection. With 2014 sales of €41 billion, Saint-Gobain operates in 64 countries and has over 180,000 employees. For more information about Saint-Gobain, visit www.saint-gobain.comand the twitter account @saintgobain.