INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

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INDIVIDUAL

SHAREHOLDERS’

HANDBOOK

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SAINT-GOBAIN

AND THE STOCK

MARKET

THE SAINT-GOBAIN

GROUP

BEING A

SAINT-GOBAIN

SHAREHOLDER

Saint-Gobain shares

Other listed securities:

non-voting participating

securities

Message from Pierre-André

De Chalendar

The Group in 2014

350 years of history

Corporate Social

Responsibility

Managing your shares

Taxation in 2015

Shareholder services

General meetings

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THE SAINT

-GOB

AIN GROUP

Dear Shareholders, Ladies and Gentlemen,

2014 conﬁrmed the improvement in the Group’s results despite a challenging macroeconomic climate in France and uncertainty in Germany. Other regions reported good levels of growth. We continued to cut costs on all fronts.

Saint-Gobain is 350 years old, and I am very proud to be at the helm of a ﬁrm with such a heritage. I am a link in a chain of leaders who have earnestly sought, as I myself seek today, to develop the Group in accordance with the strong values that deﬁne it: attention to our employees and partners, a spirit of innovation, and the resolve that everything we embark on should be carried out in a spirit of partnership with one another. These 350 years are an opportunity and a promise for the future.

Saint-Gobain has survived 350 years of history because of its ability to reinvent itself time and again. The planned takeover of Sika and sale of Verallia will accelerate the Group’s strategic refocus on the design, production and distribution of innovative, high-performance solutions for habitat and industry. This strategic move meets the objectives we are pursuing beyond these two projects: improving the Group’s growth potential by focusing more sharply on high value- added, asset-light activities; expanding its footprint in emerging countries and the United States; creating a stronger presence in differentiated products and solutions, supported by the development of ever stronger brands.

To be the reference in our various businesses is a responsibility that imposes on us certain duties. We are instigators of responsible development of our business activities, which involves respect for the environment, health and personal safety, and acting in full solidarity with the communities around us. We have a particular opportunity in 2015 to conﬁrm our initiatives through our participation in international events such as the Business and Climate Summit in May, and the negotiations on climate in Paris in December (COP21), at which we commit ourselves to promoting dialogue between the big ﬁrms and political decision-makers everywhere in the world.

Specially designed for you, this handbook will help deepen your understanding of the Group while also clearly describing all of the advantages and services available to you as a Saint-Gobain shareholder.

BEING A

SAINT-GOBAIN

SHAREHOLDER

SAINT-GOBAIN

HAS SURVIVED

350 YEARS OF

HISTORY BECAUSE

OF ITS ABILITY TO

REINVENT ITSELF

TIME AND AGAIN.

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THE GROUP

IN 2014

02 INDIVIDUAL SHAREHOLDERS’ HANDBOOK 2015

SAINT-GOBAIN ONE OF THE TOP 100

INDUSTRIAL GROUPS WORLDWIDE

Saint-Gobain designs and supplies innovative, high-performance solutions that enhance

homes, ofﬁces and other buildings, as well as daily life.

Saint-Gobain is organized into four Sectors, each of which holds leadership positions:

2014

NET SALES

€

41 _bn

2014 OPERATING

INCOME

€

2.8 _bn

2014 RECURING NET

INCOME

€

1.1 _bn

22 %

of net sales

Innovative

MATERIALS

Comprising the Flat Glass and High-Performance Materials Activities, the Innovative Materials Sector offers a unique portfolio of materials and processes for the habitat and industrial markets.

FLAT GLASS HIGH-PERFORMANCE

N°1 in Europe (1) _MATERIALS N°2 worldwide (1) _{N°1 worldwide} (1)

• Present in 42 countries • Present in 44 countries

• More than 32,000 • More than 27,000

employees employees

26 %

of net sales

Construction

PRODUCTS

The Construction Products Sector offers interior and exterior solutions to enhance the comfort of buildings and homes, including plaster, acoustic and thermal insulation, wall facing, rooﬁng and pipe.

N°1 worldwide (1)

> Ductile cast iron pipe • Present in 58 countries > Plasterboard and plaster • More than 47,000

> Insulation employees

> Tile adhesives

N°1 in Europe (1) > Wall facing

N°2 in the United States (1) > Siding

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46 %

of net sales

Building

DISTRIBUTION

The Building Distribution Sector brings to the Group a thorough understanding of the needs of building professionals, private project owners and large companies. It serves the newbuilding, renovation and home improvement markets.

N°1 in Europe (1)

> Building materials • Present in 27 countries

> distribution • More than 63,000

employees

• Nearly 4,400 sales

outlets

Packaging

VERALLIA

Under the Verallia brand, the Packaging Sector is a major manufacturer of bottles for wines and spirits and jars for food products. Verallia also markets glass containers for beer, fruit juices, soft drinks, mineral water and oil.

N°3 worldwide (1)

> Glass bottles • Present in 13 countries

> and jars for the food • More than 10,000

> industry employees

6 %

of net sales

PRESENT

IN

64 countries

MORE THAN

180,000

EMPLOYEES

WORLDWIDE

350 years

of history

Data as of December 31, 2014.

THE SAINT

-GOB

AIN GROUP

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350 YEARS

OF HISTORY

Since its creation in 1665 by King Louis XIV and Jean-Baptiste Colbert, the oldest

company in the Paris Bourse’s CAC 40 index,

has adapted to the changes in the

world and taken up the many challenges it has faced.

This year, Saint-Gobain is celebrating its 350

th

_{anniversary. An exceptional anniversary}

that the Group will mark by promoting its history, but with its sights set ﬁrmly on the

future, throughout 2015, year that will be packed full of events. The celebrations began

on the 9th of January in Shanghai (China) and will end in October in Paris (France).

Today we are celebrating not only Saint-Gobain’s exceptional 350-year history

but also

the history of the men and women who together built the oldest company

on France’s CAC 40 stock market index and one of the oldest manufacturing

companies in the world. It is a celebration of History with a capital ‘h’, deﬁned by

Saint-Gobain’s innovations.

Creation of the Manufacture Royale des glaces

Invention of glass table casting Saint-Gobain expands in Europe: Germany, Italy, Belgium and Spain

Saint-Gobain diversiﬁes into new markets and new products

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www.saint-gobain350ans.com

Discover the online exhibition

Merger between Pont-à-Mousson and Saint-Gobain. Ongoing internationalization Refocus on

materials with a high technology content and entry into building distribution and plasterboard

Saint-Gobain focuses its strategy on habitat Saint-Gobain celebrates its 350th_anniversary

’S

THE SAINT

-GOB

AIN GROUP

#SAINTGOBAIN350

THE

E

X

H

I

B

I

T

I

O

N

FROM 1665 TO 2015

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OUR CORPORATE

SOCIAL RESPONSIBILITY

STRATEGY

REFERENCE GUIDELINES

PRINCIPLES

OF CONDUCT

PRINCIPLES

OF ACTION

• PROFESSIONAL COMMITMENT

• RESPECT FOR OTHERS

• INTEGRITY

• LOYALTY

• SOLIDARITY

These fundamental values represent a unifying force and shape the conduct of each and every member of Saint-Gobain.

• RESPECT FOR THE LAW

• CARING FOR THE ENVIRONMENT

• RESPECT FOR WORKER HEALTH AND SAFETY

• RESPECT FOR EMPLOYEE RIGHTS

These principles guide the actions of all corporate leaders and employees in the perfor-mance of their duties.

BUSINESS PRACTICES: A GROUP COMPLIANCE PROGRAM

In 2009, the Board of Directors approved the launch of a Group Compliance Program to en-sure that the Principles of Conduct and Action and their related obligations are applied prop-erly in all Activities worldwide.

The Group Compliance Program consists of four main components:

• Responsible development (distribution of the Principles of Conduct and Action,

anti-corrup-tion program, economic sancanti-corrup-tions and embargos compliance program),

• The Competition Law plan,

• Internal audit and internal control,

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OUR COMMITMENTS

Saint-Gobain’s Corporate Social Responsibility approach is built around ﬁve areas:

INVENT SUSTAINABLE BUILDINGS

Saint-Gobain designs, manufactures and distributes building materials and high-performance materials, providing innovative solutions to the challenges of growth, energy efficiency and environmental protection.

PRIORITY CHALLENGES

• Product life cycle assessment (LCA).

• Eco-innovation. In 2013, the Group deployed a training module on eco-innovation among all concerned managers.

STANDING OUT ON INDUSTRIAL MARKETS

Our industrial businesses develop innovative solutions which enable our offering to stand out in terms of its economic, social and environmental performance across the entire lifecycle of our own products as well as of those of our customers.

• Creating a competitive edge through recognition of our status as a responsible supplier.

• Improving the environmental performance of our products. • Co-developing solutions that

improve the performance of our customers and create virtuous circles on the value chain.

LIMIT ENVIRONMENTAL IMPACTS

Saint-Gobain’s teams are focused on achieving the only acceptable objective, which is zero environmental accidents and a minimum impact on the environment from the Group’s activities.

• Environmental certification for Group sites.

• Climate change and CO2 emissions.

• Management of natural resources (water, biodiversity).

• Waste recycling and management.

ENCOURAGE EMPLOYEES’

PROFESSIONAL GROWTH

The objective of Saint-Gobain’s human resources policies is to support the Group’s development in a working environment that fosters personal and professional growth for all employees.

• Safety • Health • Diversity • Career mobility.

SUPPORT LOCAL COMMUNITY

DEVELOPMENT AND TAKE ACTION ACROSS THE VALUE CHAIN

Wherever it is operating, Saint-Gobain ensures that value creation is shared locally. The Group’s actions integrate long-term local development, and its presence is combined with respect for local communities, and a continuous dialogue with public authorities and all stakeholders.

• Supporting local economic development. • Supporting general interest projects. • Raising awareness among stakeholders. • Responsible purchasing.

• Promoting responsible business practices.

INTERNATIONAL COMMITMENTS

By joining the United Nations Global Compact in 2003, Saint-Gobain conﬁrmed its commitment to Corporate Social Responsibility in line with its Principles of Conduct and Action. In January 2009, the Group took its commitment to the UN Global Compact one step further by endors-ing the Carendors-ing for Climate statement and the CEO Water Mandate for Water Resource Protection as part of the UN’s Millennium Development

Goals. On December 10, 2008 – the 60th_{anniversary of the Universal Declaration of}

Hu-man Rights – the Group signed the declaration of Hu-management support for huHu-man rights, an initiative organized by the United Nations.

In 2014, Saint-Gobain was included in the STOXX® Global ESG Leaders, MSCI Global Sustainability Indexes, Euronext Vigeo Europe 120, Euronext Vigeo Eurozone 120, Ethibel ESI Excellence Europe and FTSE4Good sustainable development indices. Saint-Gobain is the leading Construction and Materials company in the FTSE4Good index.

SOCIALLY RESPONSIBLE INVESTMENT RATINGS

THE SAINT

-GOB

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SAINT-GOBAIN

AND THE STOCK

MARKET

Saint-Gobain shares

09 Other listed securities:

non-voting participating

securities 14

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SAINT-GOBAIN

SHARES

Compagnie de Saint-Gobain shares are traded on the NYSE Euronext Paris

mar-ket. On December 31, 2014, the Company represented the 23rd largest market

capitalization and 18th most actively traded stock on this market, with an

aver-age daily trading volume of 1,986,163 shares during the year.

Saint-Gobain shares also trade on the Frankfurt, London, Zurich stock markets

(since 1987), and the Amsterdam and Brussels stock markets (since 1988).

Saint-Gobain equity options are traded on the options markets in Paris (Monep) and

London (Liffe), with Monep trading volume representing 449,426 contracts in 2014

versus 476,389 in 2013.

SAINT-GOBAIN SHARE INFORMATION

ISIN FR 0000 125007

Reuters SGOB.PA

Bloomberg SGO.FP

Par value e4

Traded on the following stock

markets Paris - London - Frankfurt - Zurich - Brussels - Amsterdam

Included in the following indices CAC 40 - EURO STOXX 50 - Global Dow index -

Euronext IAS

SRI Indices STOXX Global ESG Leaders, Euronext Vigeo Europe

120, Euronext Vigeo Eurozone 120, Ethibel ESI Excellence Europe et FTSE4Good

24/7 information on the share price at our Toll-free number for shareholders in France calling from a landline:

or online at www.saint-gobain.com

SHARE PRICE INFORMATION

Illustration by Claude Paz & Silva representing Saint-Gobain’s

pavilion at the 1937 International Expo in Paris

SAINT

-GOB

AIN

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THE ST

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SHARE DATA

2014 2013

High (in e) 46.000 40.000

Low (in e) 31.145 27.425

Year-end price (in e) 35.230 39.975

Average daily trading volume (in thousands of shares) 1,986 1,815

Number of shares at Dec. 31 561,895,566 555,176,790

Market value at Dec. 31 (in e billion) 19.8 22.2

Net dividend per share (in e) 1.24 1.24

**SHARE PERFORMANCE* SINCE PRIVATIZATION (in e)**

* In accordance with IAS 33, per share data for periods prior to the February 2009 rights issue have been adjusted using the coefficient published by Euronext. 10 20 30 40 50 60 70 80 90 18 12/22/1986 12/31/2014 16 14 12 10 8 6 4 2

Saint-Gobain share price Paris stock exchange (average)

Number of shares traded (in millions) (right-hand vertical axis) Packaging plant in Figueira da Foz (Portugal)

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VOTING RIGHTS AS OF DECEMBER 31, 2014

% VOTING RIGHTS

Group Savings Plan 11.8

Individual shareholders 7.1

French institutional investors 16.0

Wendel 19.3

International institutional investors 45.8

OWNERSHIP STRUCTURE AS

OF DECEMBER 31, 2014

The Glass Gallery at the Acropolis Museum in Athens (Greece), 2011

11.7%

Wendel

7.7%

Individual shareholders

17.5%

French institutional investors

7.5%

Employees, through the Group savings plan

55.6%

International institutional investors

SAINT

-GOB

AIN

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DIVIDEND YIELD

Saint-Gobain is deeply attached to its policy of maintaining or increasing the dividend year after

year. At the Annual General Meeting on June 4, 2015, the Board of Directors of Compagnie de

Saint-Gobain recommended paying a dividend of e1.24 per share in respect of 2014, 50% payable in cash and 50% in cash or in shares, at the shareholders’ discretion*.

* For the payment of dividends in shares, the Board will recommend that the shareholders set the issue price for the new shares by applying a 10% discount to the average opening share price during the 20 trading days preceding the June 4, 2015 Shareholders’ Meeting, after having deducted the dividend amount.

THE DIVIDEND:

STEADY AND ATTRACTIVE YIELD

5% 4% 3% 2% 1% 0% 1987198819891990199119921993199419951996199719981999200020012002200320042005200620072008200920102011201220132014 0 0.5 1.0 1.5 2.0 2.5

Yield (dividend per share as a % of the Dec. 31 share price) Dividend per share (in €)

€

1.

24 DIVIDEND IN RESPECT

OF 2014

To facilitate payment of the dividend, holders of registered shares are invited to update their contact information on the Planetshares site.

https://planetshares.bnpparibas.com

• Ex-dividend date: June 10, 2015 • Dividend reinvestment option period:

June 10 - June 24, 2015

• Dividend payment date: July 3, 2015

2014 DIVIDEND TIMELINE

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PER SHARE DATA FOR THE LAST FIVE YEARS

(in e) 2010 2011 2012 (1) ₂₀₁₃ ₂₀₁₄

EPS 2.13 2.40 1.30 1.07 1.70

Recurring EPS 2.51 3.24 1.98 1.85 1.97

Dividend 1.15 1.24 1.24 1.24 1.24

STOCK MARKET RATIOS

(in %) 2010 2011 2012 (1) ₂₀₁₃ ₂₀₁₄

Dividend yield (2) _3.0 _4.2 _3.8 _3.1 _3.5

Payout ratio (3) _45.8 _37.5 _62.6 _67.0 _62.0

(1) Restated to reflect the impact of the amendment to IAS 19. (2) Dividend per share as a % of the December 31 share price. (3) Dividend per share as a % of recurring net income per share.

TOTAL SHAREHOLDER RETURN

Total Shareholder Return (TSR) for a shareholder who reinvested his or her dividends and partici-pated in all rights issues since the Company’s privatization in December 1986 is as follows:

+9.4% per year of which:

+4.4% price appreciation,

+5.0% dividend yield (including the 50% ﬁscal tax credit until 2004). Saint-Gobain Manufactory at the end of

the 18th_{century (reconstruction) – Unloading}

The “Create”, pavilion designed to mark Saint-Gobain’s 350th_{birthday, evokes}

the future as seen by Saint-Gobain, whose expert knowledge of materials paves the way for audacious, innovative architectural feats

SAINT

-GOB

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OTHER LISTED

SECURITIES

NON-VOTING PARTICIPATING SECURITIES

JUNE 1983

• Issue of 1,288,299 non-voting participating se-curities with a face value of FRF 1,000.

• Since the switch to the euro in 1999, the face value has been e152.45.

• At December 31, 2014, 606,883 securities were outstanding with an aggregate face value of

e92.5 million.

• Interest on the securities ranges from 75% to 125% of the average corporate bond rate (TMO), based on the Group’s consolidated

earnings. Interest paid in 2014 in respect of

2013 amounted to e4.69 per security.

APRIL 1984

• Issue of 194,633 participating securities with a face value of ECU 1,000.

• Since the switch to the euro in 1999, the face value has been e1,000.

• At December 31, 2014, 77,516 securities were outstanding with an aggregate face value of

e77.5 million.

• Interest comprises:

– A ﬁxed portion of 7.5% per year applicable to 60% of the security, and

– a variable portion applicable to the

re-maining 40% of the nominal amount of the participating security, which is linked to consolidated net income of the previ-ous ﬁscal year and the LIBOR EUR 6-month reference rate +7/8% replacing, pursu-ant to the agreement governing the life of the notes (“contrat d’émission”), the TMOE rate from the time when its pub-lication by the Luxembourg Stock Ex-change on July 1, 2014 ceased.

The amount paid per security in 2014 is e58.60, paid in two installments (e30.15 + e28.45).

All of the share information is available in the 2014 Registration Document, which can be downloaded at

www.saint-gobain.com

Glass ribbon floated at the Chantereine plant on the day the float was inaugurated, July 28, 1972 E-GLAS insulating glass for the Kaklslauttanen hotel in Saariselkä (Finland)

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BEING

A SAINT-GOBAIN

SHAREHOLDER

IN 2015

Managing your shares

16 Taxation in 2015

21 Shareholder services

23 General meetings

26 BEING

A SAINT

-GOB

AIN SHAREHOLDER

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MANAGING

YOUR SHARES

THE DIFFERENT WAYS OF HOLDING SAINT-GOBAIN SHARES

Saint-Gobain shares can be recorded in your name in a share account in any of the following forms: as

bearer shares; as registered shares managed by your bank or broker, or as registered shares entered directly in the Company’s share register.

As concerns the management of your shares, your main contact is:

• Your bank or broker if you hold bearer shares or registered shares managed by your bank or broker. • BNP Paribas Securities Services, on behalf of Saint-Gobain, if you hold registered shares entered

di-rectly in the Company’s share register.

(in e) Registered shares

(registration in the Company’s share register)

Registered shares

(registration with your bank or broker)

Bearer shares

Registrar BNP Paribas Securities

Services on behalf of Saint-Gobain.

Your bank or broker.

Custody fees Administrative fees

None. Brokerage fee of 0.30%, with a minimum billing of e6.10.

Vary according to your bank or broker.

Stock market

orders Submit to BNP Paribas Securities Services. Submit to your bank or broker.

General

Meeting BNP Paribas Securities Services will send you the documents you need to:

• Participate in the Meeting. • Vote by mail, proxy or the Internet.

You must hold at least 350 shares to automatically receive the notice of meeting and proxy documents for General Meetings. However, if you have fewer than 350 shares, you can obtain these documents from your bank or broker.

Voting rights Double voting rights are assigned to any and all shares

held in the name of the same holder for at least two years. You are allowed one vote for each share you own.

Annual tax

information BNP Paribas Securities Services will send you a

tax form listing all of your transactions in Saint- Gobain shares for the year. You as the individual shareholder are responsible for calculating any capital gains arising from sales of your shares.

Your bank or broker will send you a tax form listing all the transactions for the year involving your share account. Some banks and brokers will also calculate the capital gains arising from the sale of your shares.

Shares held in a PEA (personal equity plan)

The decision to hold registered shares entered directly in the Company’s share register is not easily compatible with the decision to place them in a PEA.

Possible, but administrative

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REGISTERED SHARES

THE ADVANTAGES OF REGISTERING YOUR SHARES

DIRECTLY WITH SAINT-GOBAIN

• No custody fees.

• Reduced brokerage fees*: 0.30%, with a billing minimum of

e6.10 per client.

• Easier submission of buy or sell orders*, by phone, mail, fax or the Internet.

• Double voting rights after holding shares in your name for at

least two consecutive years.

• Direct access to your share account via a BNP Paribas

Secu-rities Services’ secure website, Planetshares.

• A toll-free number for shareholders in France calling from a landline to contact BNP Paribas Securities Services:

A hotline for international callers: +33 (0)1 40 14 80 12.

• A personal invitation to all Saint-Gobain General Meetings, with the option of receiving the notice of meeting and proxy documents by e-mail and casting your vote via the Internet. • Automatic membership in the Saint-Gobain Shareholders’

Club.

* Provided you have duly completed a securities services contract, under which the services are provided free of charge.

To convert your bearer shares into

registered shares, simply fill out the

share transfer form available on the French version of our website

(go to “Nominatif” in the “Actionnaires Individuel” section under the “Finance” tab) and send it to your bank or broker.

Once your shares have been transferred, BNP Paribas Securities Services will send you a certificate stating that the shares have been registered in your name in the Company’s share register. You will be asked to provide:

• Full details of the bank account into which you would like your dividends to be paid.

• A duly completed account application form and securities services agreement, if you want to be able to sell your Saint-Gobain shares through the Company’s intermediary.

CONVERTING YOUR

BEARER SHARES INTO

REGISTERED SHARES

You may opt to receive the Letter to Shareholders electronically on our

website (www.saint-gobain.com)

by going to “My Shareholder Space” in the “Individual Shareholder” section under the “Finance” tab.

Saint-Gobain shareholder information day at the Neuilly headquarters, 1968

BEING

A SAINT

-GOB

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BUYING AND SELLING

SAINT-GOBAIN SHARES

PLACING AN ORDER

Bearer shares and registered shares not recorded directly in the company’s share register

All buy or sell orders must be placed through the bank or broker that manages your share account.

Registered shares recorded directly in the compa-ny’s share register

The order should be placed with BNP Paribas Securi-ties Services:

• Online, on the Planetshares website.

• By phone, at our toll-free number for calls origi-nating from a landline in France

or at +33 (0)1 40 14 80 12 for international dialers.

Please note that: All orders placed by telephone

must be confirmed in writing by mail:

• By fax: +33 (0)1 55 77 34 17

• By mail (1)_:

BNP Paribas Securities Services Grands Moulins de Pantin

Service aux Émetteurs Compagnie de Saint-Gobain Shareholder Relations, 9, rue du Débarcadère

93761 Pantin Cedex France

FILLING OUT A BUY OR SELL ORDER

To avoid execution errors, you must clearly fill out your buy or sell order with the following informa-tion:

• Type of transaction: buy or sell. • The share’s name and ISIN

(FR0000125007 for Saint-Gobain). • Number of shares.

• Order type (see table on the next page).

• Order validity (2) _:

– “JOUR” (DAY ORDER):

Order for execution only on the current day, and which will expire when the market closes.

– “FIN DE MOIS”(GOOD THIS MONTH ORDER –

GTM) Order that remains in effect until the end of the month, at which point it expires if it has not been executed.

– “À DATE DÉTERMINÉE”(GOOD TILL DATE ORDER – GTD) Order that remains valid until the close of the market on the date specified, or until the order is filled or cancelled. The specified period cannot exceed one year.

– “À RÉVOCATION” (GOOD TILL CANCELLED OR-DER – GTC) Order that remains valid until you decide to cancel it. In practice, the order will be cancelled by your bank or broker after 365 days or on the settlement date under the Deferred Settlement Service (SRD).

Where not otherwise speciﬁed, orders are auto-matically classiﬁed as “Good This Month”, but they can be cancelled at any time.

(1) BNP Paribas Securities Services will process sale orders, after verifying your holdings, within two hours of receiving your written request by mail or fax, provided that your order is received before 3:30 pm. on a trading day.

(2) For shares registered directly with the Company, only Day Orders and Good This Month Orders will be accepted.

On Planetshares, BNP Paribas Securities Services’ secure website, holder of shares registered directly with the Company may: • Consult their account.

• Find information.

• Update their contact data and bank details to facilitate dividend payments and other business. • Place and track buy or sell orders, request an admission card to the General Meeting, etc.

https://planetshares.bnpparibas.com

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STOCK MARKET ORDERS AND EXECUTION METHODS*

(in e) Execution method Remarks

“À cours limité”

(Limited Price Order) An order to buy a speciﬁed quan-tity of a security at or below a

spe-ciﬁed price, or to sell it at or above a speciﬁed price. If the price does not fall below the limit (buy order) or rise above the limit (sell order) the order is not executed.

This type of order protects against market fluctuations by enabling you to control the execution price; however it may not be possible to execute the order in full.

“À la meilleure limite”

(Best Limit Order)

An order without a price limit that is executed at the best price available when it comes on the market. The order may be fully or partially executed.

This type of order ensures that you get the best available price at the time.

“Au marché”

(Market Order) An order without a price limit that is executed before Limited Price and

Best Limit orders that are pending when it comes on the market. It is executed for the maximum quanti-ties available when it is recorded.

Although you are assured of having your order executed in full, there is a risk that you won’t obtain the best price.

“À déclenchement”

(Stop Order) There are two types of stop order:• Stop loss orders, which are

executed when the price reaches a certain limit. • Stop limit orders, which are

executed at the best price after the stop limit has been reached.

This type of order protects against trend reversals.

* For registered shares recorded in the Company’s share register, only Market Orders and Limited Price Orders will be accepted. Sovirel plant in Bagneaux-sur-Loing (France): end of

the annealing process and verification of cathode ray tubes and screens for television sets in the 1960s

Blast furnace operator at Saint-Gobain PAM’s Pont-à-Mousson plant (France)

BEING

A SAINT

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GIFTING OR TRANSMITTING

SAINT-GOBAIN SHARES

TRANSMITTING SHARES BY WAY

OF AN INHERITANCE

If the shares are registered directly with the Com-pany, they will be transferred to the beneﬁciaries

named in the will upon receipt of the necessary documents by BNP Paribas Securities Services from the executor (if necessary, a list of the documents to be provided can be obtained from BNP Paribas Securities Services). The beneﬁciaries can then ask to have the shares registered directly in the Com-pany’s share register, or have them transferred to their share account with their bank or broker and either converted to bearer form or recorded in the register kept by the bank or broker.

The shares will be valued at the closing market price on the death date or the average market price for the thirty days preceding the death date, whichev-er the beneﬁciaries prefwhichev-er. All fees and duties paid by the beneﬁciaries will be added to the cost of the shares for capital gains tax purposes.

If the shares are recorded in a register kept by the bank or broker, or are held in bearer form, your

bank or broker will indicate the procedure to be fol-lowed.

GIFTING SAINT-GOBAIN SHARES:

SCALED BACK PROCEDURE

To transfer your shares to a giftee, simply send the

following documents to BNP Paribas Securities Services or to the bank or broker in charge of your share account:

• A letter of instruction (original) signed by you,

and by your spouse if you were married under the French community property (communauté des biens) regime. This letter must include the essen-tial details of the transaction, i.e., the number of shares concerned and the giftee’s full name, ad-dress and date of birth.;

• A letter signed by the giftee (original), stating

that he/she accepts the gift and specifying his/her desired form of holding the shares, whether as reg-istered shares recorded directly in the Company’s share register, registered shares administered by a bank or broker, or bearer shares. Full details of the account to which the shares are to be transferred should also be provided if applicable.

A photocopy of your signed ID card or equivalent and that of the giftee must be enclosed with the let-ters. Alternatively, you may enclose French tax form 2735 on gifting (“don manuel”), as it includes the above information.

TRANSFER OF SHARES:

INVOLVES A NOTARY

Ownership of the shares will be transferred once BNP Paribas Securities Services or your bank or broker has received a certiﬁed copy of the deed of gift pre-pared by the French notary concerned, instructions as to whether the shares will be held as registered shares (directly with the Company or through a bank or broker) or as bearer shares. Full details of the account to which the shares are to be transferred should also be provided if applicable.

Researcher at the Chantereine R&D Center (CRDC)

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TAXATION

IN 2015

In France, shareholders are taxed on:

• Dividend income, and

• Capital gains on the sale of their shares.

TAXATION OF DIVIDENDS

Individual shareholders resident in France for tax purposes are taxed on their dividend income:

1. At the personal income tax (“IRPP”) rate, after a standard 40% deduction.

2. A 21% withholding tax applies to dividends and assimilated revenues. This withholding tax

will not be in discharge of any other tax liabilities. The amount withheld is credited against your tax liability for the year in which you receive the divi-dend. You will receive a refund for any excess tax withheld.

Households that, two years before the dividend was paid, reported taxable income of less than

e50,000 for a single person and e75,000 for

cou-ples ﬁling a joint tax return may request that the

withholding tax be waived. To request a

waiv-er, you must provide your bank or broker with a

sworn statement that your taxable income was below the threshold. You are solely

respon-sible for the veracity of this information. Requests for waivers must be submitted by November 30 of the year preceding the dividend payment. In addition, social taxes will be withheld at a rate of 15.5% for all dividends paid, whether or not they are eligible for the 40% deduction.

Note that the CSG (Contribution Sociale Géné-ralisée) social tax is 5.1% deductible.

In the event that the dividend amount is directly deposited in a bank account located in a

coun-try on the Financial Action Task Force (FATF) list of Non-Cooperative Countries or Territories (NCCT*), 75% of the total is withheld at source by the pay-ing agent. The total is also subject to the applica-ble social taxes and charges, which are added to the amount withheld.

CAPITAL LOSSES

Capital losses recorded during a year may be carried forward for ten years and set off against capital gains, regardless of the amount of your total sales of securities in the year the loss is in-curred.

* The FATF list used by the French tax authorities for 2015 includes Botswana, Brunei, Guatemala, Marshall Islands, Montserrat, Nauru, Niue and the British Virgin Islands.

BEING

A SAINT

-GOB

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TAXATION OF CAPITAL GAINS

FOR FRENCH RESIDENTS

As of January 1, 2011, capital gains are taxable from the ﬁrst euro earned on the sale of an asset. A capital gain is a proﬁt corresponding to the differ-ence between the net sale price of an asset, i.e., after transaction costs and taxes, and the total pur-chase price of the asset, i.e., including transaction costs.

As from January 1, 2013, capital gains on the sale of shares are subject to income tax, as well as to social taxes at a rate of 15.5% (of which 5.1% de-ductible).

To attenuate the progressive nature of this method, a series of deductions based on the holding period has been put into place for shares sold on or after January 1, 2013. The deductions that apply to capi-tal gains on the sale of shares by individual share-holders completed on or after January 1, 2013 and taxed at the personal income tax rate (IRPP) are as follows:

• 50% for shares held between two and eight years. • 65% for shares held for more than eight years. The deduction also applies to capital losses.

The holding period is calculated as from the date on which the shares were acquired.

The deduction for the holding period only applies to income tax. It is not taken into account in the amount used to calculate social taxes.

Taxes on capital gains are calculated and collected by the French tax authorities on the basis of the

tax-payer’s annual tax return for the year in which the shares were sold.

Note: The system described above applies under

common law. Specific deductions apply for certain categories of shareholders of certain SMEs or when shares are sold between members of the same family.

Listed shares are included in the French wealth tax base

at the closing market price on the last trading day of the year or the average closing price for the last 30 trading days of the year, whichever is lower.

For Saint-Gobain shares in 2014, the average closing

price for the last 30 trading days of the year was lower, at €35.187, versus a closing price on December 31 of

€35.230.

For more information, you should consult your tax advisor.

WEALTH TAX

Postcard of the Saint-Gobain Manufactory at the beginning of the 20th_century

ONIRYS™, an exclusive lighting fabric, was created by interweaving optical fiber and fiberglass using Lightex® technology

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SHAREHOLDERS

SERVICES

LETTER TO SHAREHOLDERS

The letter to shareholders is released three times a year, in March, May and September. It keeps you informed of the latest results and news of the Group.

SHAREHOLDER APP

The Saint-Gobain Group Sha-reholder’s Department has launched a mobile app called Saint-Gobain Shareholder for ta-blets and smartphones.

This mobile app makes it possible to follow Saint-Gobain Group ﬁ-nancial communications. It is also possible to get useful information for shareholders like latest share price, ﬁnancial and shareholders’ Club agenda, press releases... It is free to download from the Apple and Google Android stores.

OTHER INFORMATION MEDIUM

• The annual report

• The shareholder’s handbook • The corporate brochure

INFORMATION

Sign up for the e-Letter

to shareholders

To receive your quarterly copy of the letter to shareholders and keep abreast of all the latest Saint-Gobain news just days after results publications, sign up for the e-Letter to shareholders in the shareholders section of www.saint-gobain.com

or send an e-mail to

[email protected]

All of these documents are available for downloading at www.saint-gobain.com (go to

“Shareholders Documentation” in the “Individual Shareholders” section under the “Finance” tab).

MAY 2015 No. 76

FOCUS...

June 4, 2015

Annual General Meeting

FIRST-QUARTER 2015

SALES STABLE AT

€

9,859

_m

+3.0%

ON A COMPARABLE STRUCTURE BASIS

-1.2%

LIKE-FOR-LIKE

“ Our figures for the first quarter are in line with our forecasts, given the tough basis for comparison. Over the rest of the year, we expect to see a gradual improvement, particularly in Germany and in Roofing in the US. Construction markets in France will remain challenging in 2015. In this setting and thanks to our ongoing cost cutting program, we can confirm our objective of a further like-for-like improvement in operating income.”

PIERRE-ANDRÉ DE CHALENDAR,

Chairman and Chief Executive Officer of Saint-Gobain

#SAINTGOBAIN350

THE EXHIBITION

FROM 1665 TO 2015

Discover Saint-Gobain’s online exhibition for its 350th_anniversary

shareholders

Letter to

BEING

A SAINT

-GOB

AIN SHAREHOLDER

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PRESS RELEASES

Press releases published regularly by Saint-Gobain are posted on the corporate website and on the Saint-Gobain Shareholder app.

DEDICATED PHONE LINES

dialed from a landline in France and +33 (0)1 47 62 3333 outside France.

Shareholders can access practical information 24/7 by calling the Investor Relations voice server. Listen to the instructions and choose from the follow-ing options:

• Latest share price (press 1);

• Latest news about the Group (press 2); • Financial calendar (press 3);

• Speak to a member of the Investor Relations team (press 4) from Monday to Friday, 9 a.m. to 6 p.m. (Paris time);

• BNP Paribas Securities Services registrar services (press 5);

• Latest news and events calendar of the Share-holders’ Club (press 6).

E-mail alerts: this service allows you to receive the latest financial information about Saint-Gobain directly in your mailbox.

To sign up for e-mail alerts, click the “Finance” tab, select “Individual Shareholders” and “Stay informed by mail.“

The “Finance” section presents information and

documentation on the Group’s financial results. Visitors can view live or recorded webcasts of General Meetings and certain meetings with analysts and learn about the Saint-Gobain corporate governance system, ownership structure or the financial agenda.

The “Individual shareholders” section of the website

publishes the share price in real time, provides instructions on how to obtain registered shares and offers a dedicated Shareholders’ Club space where you can sign up to receive documentation and participate in Group events.

WEBSITE WWW.SAINT-GOBAIN.COM

The “Listen” pavilion, designed to mark Saint-Gobain’s 350th_birthday,

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For all the dates of shareholder meetings, go to “Your Meetings” in the “Individual Shareholders” section under the “Finance” tab

on the corporate website (www.saint-gobain.com).

SHARING VIEWPOINTS

SHAREHOLDERS MEETINGS

We regularly organize meetings with shareholders around France to inform them about the Group’s strategy and results, as well as to discuss local challenges and answer their questions.

ACTIONARIA RETAIL INVESTOR FAIR

As in prior years, we will be welcoming sharehold-ers at our stand at the Actionaria retail investor fair in Paris.

2015 CALENDAR

Annual General Meeting:

Paris (June 4, 2015)

Meetings with shareholders in 2015:

• Bordeaux: March 10 • Lille: June 25 • Cannes: October 6

• Paris: November 20 and 21, Actionaria retail Investor fair

• Strasbourg: December 17

JOIN THE SHAREHOLDERS’ CLUB

Open to all individual shareholders who hold at

least one Saint-Gobain share in registered or

bearer form, the Shareholders’ Club offers a win-dow into our operations through site visits, as well as opportunities to meet with the Group’s Senior Management team.

TO JOIN THE CLUB

• If you hold registered shares, you will

auto-matically beneﬁt from all of the advantages of-fered by the Saint-Gobain Shareholders’ Club. • If you hold bearer shares, you can sign up

on the corporate website in “My Shareholder Space” (“Individual Shareholders” section, “Fi-nance” tab).

• Invitations to visit Group industrial sites

• Invitations to go on cultural outings and attend

themed conferences;

• Invitations to meetings with shareholders in several

French cities; • Trainings;

• An invitation to the Actionaria retail investor fair in

Paris;

• An automatic subscription to the e-Letter to

Shareholders.

CLUB ADVANTAGES

The “Individual Shareholders” section allows you to

communicate with the Shareholder Relations team, subscribe to publications, become a member of the Shareholders’ Club and update your personal data.

When you choose to join the Club over the Internet,

you are instantly notified of upcoming shareholder events and can easily sign up or withdraw from events on your calendar.

Paris Bordeaux Lille Strasbourg Cannes

BEING

A SAINT

-GOB

AIN SHAREHOLDER

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TAKING PART IN

GENERAL MEETINGS

Each year, all shareholders are called to General Meeting, one of the key

events in the Group’s calendar. The General Meeting provides an

opportu-nity for shareholders to learn about the Group’s strategy and results, discuss

issues with Saint-Gobain’s leadership team and participate in the

decision-making process.

ENSURING YOUR ARE NOTIFIED

• You will be notified by an announcement published in the Bulletin des Annonces Légales Obligatoires

(BALO). The BALO may be consulted online at www.journal-ofﬁciel.gouv.fr.

• All the pertinent documents will be posted on the corporate website (www.saint-gobain.com) one month

before the General Meeting.

HOLDERS OF REGISTERED SHARES

You will automatically receive proxy documents,

including the notice of meeting setting out the date, time and location of the meeting and the agenda, a proxy/postal voting form, a form to request an ad-mission card and all the other information to which shareholders are legally entitled. Proxy may be gi-ven to the Chairman of the Meeting or to any other individual or legal entity of your choice.

HOLDERS OF BEARER SHARES

If you hold at least 350 bearer shares, you will

automatically receive proxy documents.

If you hold less than 350 bearer shares, you should

ask your bank or broker for the proxy documents.

You can find all of the information on General Meetings on the dedicated section of our website.

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ATTENDING THE MEETING

All Saint-Gobain shareholders may vote for resolutions tabled at the Meeting:

• by attending the Meeting in person, • by mail,

• via the Internet,

• by giving proxy to the Chairman of the Meeting,

• by giving proxy to another individual who will attend the Meeting and vote in the shareholder’s name.

If you have not received an admission card and wish to attend, you will need to:

• present proof of identity if you hold registered shares,

• present proof of identity and the shareholding certificate (“attestation de participation”) delivered by

your bank or broker if you hold bearer shares.

Saint-Gobain has used the VOTACCESS secure electronic platform since 2013 to allow you to request your admission card, vote electronically or give (or cancel) proxy via the Internet.

• Holders of registered shares (recorded in the Company’s share register or a register kept by your bank or broker) can access the platform from the Planetshares site.

• Holders of bearer shares can access the platform from their bank or broker’s site*.

* Providing that the site includes VOTACCESS functionalities.

You may request your admission card by mail using the form included with the notice of meeting and proxy documents. Simply tick box A at the top of the form and then sign and date the form and return it using the prepaid envelope provided (if you mail it from France).

• If you hold bearer shares, this form should be returned to your bank or broker.

• If you hold registered shares, this form should be returned to BNP Paribas Securities Services.

PARTICIPATING VIA

THE INTERNET

PARTICIPATING

BY MAIL

Saint-Gobain Manufactory at the end of the 18th_{century (reconstruction) –}

Polishing gives glass its transparency

BEING

A SAINT

-GOB

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FILLING OUT THE FORM

You can watch a live or recorded webcast of the General Meeting, in

French or in English, on our corporate website, www.saint-gobain.com. You may also consult documents from the site relating to Saint-Gobain General Meetings

QUELLEQUESOITL’OPTIONCHOISIE, NOIRCIRCOMMECECI n LAOULESCASESCORRESPONDANTES, DATERETSIGNERAUBASDUFORMULAIRE / WHICHEVER OPTION IS USED, SHADE BOX(ES) LIKE THIS n, DATE AND SIGN AT THE BOTTOM OF THE FORM

A. Je désire assister à cette assemblée et demande une carte d’admission : dater et signer au bas du formulaire / I wish to attend the shareholder’s meeting and request an admission card : date and sign at the bottom of the form. B. J’utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l’une des 3 possibilités offertes / I prefer to use the postal voting form or the proxy form as specified below.

Je vote OUI à tous les projets de résolutions présentés ou agréés

par le Conseil d’Administration à l’EXCEPTION de ceux que je signale en noircissant comme ceci n la case correspondante et pour lesquels je vote NON ou je m’abstiens.

I vote YES all the draft resolutions approved by the Board of Directors EXCEPT those indicated by a shaded box - like this n, for which I vote NO or I abstain.

Sur les projets de résolutions non agréés par le Conseil d’Administration, je vote en noircissant comme ceci n la case correspondant à mon choix.

On the draft resolutions not approved by the Board of Directors, I cast my vote by shading the box of my choice - like this n.

Oui Non/No Yes Abst/Abs A B C D E Oui Non/No Yes Abst/Abs F G H J K

JE DONNE POUVOIR AU PRÉSIDENT DE L'ASSEMBLÉE GÉNÉRALE

cf. au verso renvoi (3)

I HEREBY GIVE MY PROXY TO THE CHAIRMAN OF THE GENERAL MEETING

See reverse (3)

JE DONNE POUVOIR A :cf. au verso renvoi (4)

I HEREBY APPOINT see reverse (4)

M., Mme ou Mlle, Raison Sociale / Mr, Mrs or Miss, Corporate Name

Adresse / Address

ATTENTION : S’il s’agit de titres au porteur, les présentes instructions ne seront valides que si elles sont directement retournées à

votre banque.

CAUTION : If it is about bearer securities, the present instructions will be valid only if they are directly returned to your bank.

Nom, Prénom, Adresse de l’actionnaire (si ces informations figurent déjà, les vérifier et les rectifier éventuellement)

- Surname, first name, address of the shareholder (if this information is already supplied, please verify and correct if necessary)

Cf. au verso renvoi (1) - See reverse (1)

IMPORTANT : avant d’exercer votre choix, veuillez prendre connaissance des instructions situées au verso / Before selecting, please refer to instructions on reverse side.

Date & Signature

Si des amendements ou des résolutions nouvelles étaient présentés en assemblée / In case amendments or new resolutions are proposed during the meeting

- Je donne pouvoir au Président de l'A.G. de voter en mon nom. / I appoint the Chairman of the general meeting to vote on my behalf . .

- Je m’abstiens (l’abstention équivaut à un vote contre). / I abstain from voting (is equivalent to a vote NO) . . . .

- Je donne procuration (cf. au verso renvoi 4) à M., Mme ou Mlle, Raison Sociale . . . . pour voter en mon nom / I appoint (see reverse (4)) Mr, Mrs or Miss, Corporate Name to vote on my behalf

JE VOTE PAR CORRESPONDANCE / I VOTE BY POST

Cf. au verso renvoi (2) - See reverse (2)

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45

Pour être prise en considération, toute formule doit parvenir au plus tard à BNP Paribas Securities Services le 4 juin 2015 avant 15 heures.

In order to be considered, this completed form must be returned to BNP Paribas Securities Services at the latest on june 4th, 2015 before 3.00 p.m.

La langue française fait foi / The french version of this document governs; the english translation is for convenience only

CADRERÉSERVÉÀLASOCIÉTÉ /For Company’s use only

Identifiant / Account Nominatif Registered Nombre Number d’actions of shares Porteur / Bearer Nombre de voix / Number of voting rights

Vote simple Single vote Vote double Double vote

ASSEMBLEE GENERALE MIXTE convoquée pour le jeudi 5 juin 2015 à 15 heures au Palais des Congrès, 2, place de la Porte Maillot, 75017 Paris

COMBINED GENERAL MEETING to be held on Thursday June 5, 2015 at 3:00 pm at Palais des Congrès, 2, place de la Porte Maillot, 75017Paris

COMPAGNIE DE SAINT-GOBAIN

S A au Capital de 2 125 351 100 Siège social :

Les Miroirs, 18 avenue d’Alsace 92400 COURBEVOIE 542 039 532 RCS NANTERRE

En aucun cas le document ne doit être retourné à la Compagnie de Saint Gobain / In no case, this

document must be returned to Compagnie de Saint Gobain

Write your ﬁrst and last name and address here or check for errors if pre-printed.

To vote by mail, tick here:

• To vote IN FAVOR of a resolution,

leave the box next to the resolu-tion number concerned blank.

• To vote AGAINST a resolution

or to abstain from voting on a resolution, shade in the box next to the resolution number concerned.

To give proxy to the Chairman of the General Meeting,

tick here.

To give proxy to your spouse, partner or another individual or legal entity that you have chosen to vote on your behalf: tick here

and enter the person’s name and address.

If you plan to attend the Meeting: Tick box A to

receive an admission card and sign and date the form at the bottom.

If you are unable to attend the Meeting and want to vote by mail or by proxy: follow the instructions on how to vote, then

sign and date the form at the bottom.

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Cover: © Photothèque Saint-Gobain; © Franck Dunouau; inside front cover: © Collection Saint-Gobain Archives; © DR; © Saint-Gobain Glass India, 2012. A CESSION TO THIRD PARTIES IS FORBIDDEN; © Audren Yves; p. 1: © Hervé Desplanches/Take4; p. 2: © La Photothèque, Saint-Gobain; © Vincent Chaigneau/Saint-Gobain Quartz; © DR; © Christian Gutierrez; p. 3: © Saint-Gobain; © Gobain Distribution Bâtiment © Jana Elfmarkova; © Gobain; p. 4: © Édouard Pingret, Gobain; © Collection Saint-Gobain Archives; © 1956; p. 5: © Saint-Saint-Gobain; © Saint-Saint-Gobain, Ph. Ke Xu, 2010; © Franck Dunouau; © DR; p. 9: © ADAGP/Etablissements Claude Paz & Silva/Saint-Gobain; p.10: © Saint-Gobain Conditionnement; © Saint-Gobain; p. 11: © Phot. Christian Richters, Peter Mauss/ Esto TEAM, Bernard Tschumi Architects/Gobain; p. 12: © DR; © Gobain; p. 13: © Gobain; p. 14: © Archives de Saint-Gobain; © Juha lisakki Koivisto/Arch.: Risto Eräpohja; p. 17: © Phot. Jean-Paul Bonal, Saint-Saint-Gobain; p. 19: © La Photothèque, Saint-Saint-Gobain; © Saint-Gobain PAM; p. 20: © Saint-Gobain - Ph.Thierry Mercier, 2013; p. 22: © Saint-Gobain. Photo libre de droit; © Thomas Déron (FR) – 2014 - Remerciements à A Glass House; p. 24: © Saint-Gobain; p. 27: © Saint-Gobain.

Designed and produced by:

This document is printed on partially recycled 250g and 135g Satimat Green paper made and bleached using chlorine-free processes at European plants compliant with ISO 9001 (on quality management), ISO 14001 (on environmental management), FSC and PEFC (on sustainable forestry) standards and EMAS certiﬁed

This document is accessible on our corporate website

www.saint-gobain.com

Readable by a smartphone or tablet equipped with a QR code reader application. To read, simply launch the application and scan.

E-mail: [email protected]

Toll-free number for shareholders in France calling from a land line or +33 (0)1 47 62 33 33 (International hotline)

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INVESTOR RELATIONS DEPARTMENT LES MIROIRS – 92096 LA DÉFENSE CEDEX - FRANCE

Fax: +33 (0)1 47 62 50 62