Governance

June 5, 2017

Saint-Gobain adapts its governance following the partial withdrawal of wendel

Following the sale of Saint-Gobain shares announced by Wendel on June 2, in accordance with the existing governance agreements, the representation of Wendel at Saint-Gobain's Board of Directors shall be reduced to one single Director, designated by Wendel to be Mr. Frédéric Lemoine.

At its meeting of June 5, Saint-Gobain's Board of Directors resolved, at the proposal of the Nomination, Remuneration and Governance Committee, to maintain at the agenda of the General Shareholders' Meeting of June 8, 2017, the proposal to renew Mr. Gilles Schnepp's term of office as Director. The Board considers that Mr. Gilles Schnepp, who has previously represented Wendel would, in case of approval by the General Shareholders' Meeting, qualify as an Independent Director.

Indeed, the Board of Directors considered that Mr. Gilles Schnepp has an extensive knowledge of the Saint-Gobain Group and brings a highly valuable contribution to the Board's activities, in particular thanks to his experience as an executive officer of a major listed international group, his knowledge of the industrial sector and his expertise in terms of strategy, management and finance.

It also noted that Mr. Gilles Schnepp has no particular bonds of interest with Compagnie de Saint-Gobain, including through Wendel that he no longer represents. Mr. Gilles Schnepp is indeed Chairman and Chief Executive Officer of Legrand, which Wendel no longer controls since 2011 and from which Wendel completely withdrew 4 years ago.

Shareholders who already cast their vote on the resolution at stake may, if they wish, amend their vote until Wednesday, June 7, at 7:00 p.m. (Paris time) (see document entitled « Exceptional procedure to amend vote cast » on Saint-Gobain's website: http://www.saint-gobain.com/en/finance/general-meeting).

ABOUT SAINT-GOBAIN

Saint-Gobain designs, manufactures and distributes materials and solutions which are key ingredients in the wellbeing of each of us and the future of all. They can be found everywhere in our living places and our daily life: in buildings, transportation, infrastructure and in many industrial applications. They provide comfort, performance and safety while addressing the challenges of sustainable construction, resource efficiency and climate change.

€39.1 billion in sales in 2016Operates in 67 countriesMore than 170,000 employees

www.saint-gobain.com@saintgobain