INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

Transcription

1 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

2 BEING A SAINT-GOBAIN SHAREHOLDER THE SAINT-GOBAIN GROUP Managing your shares Message from Pierre-André De Chalendar Taxation in 2015 The Group in 2014 Shareholder services 350 years of history General meetings Corporate Social Responsibility SAINT-GOBAIN AND THE STOCK MARKET Saint-Gobain shares Other listed securities: non-voting participating securities

3 SAINT-GOBAIN HAS SURVIVED 350 YEARS OF HISTORY BECAUSE OF ITS ABILITY TO REINVENT ITSELF TIME AND AGAIN. 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, highperformance 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 decisionmakers 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. THE SAINT-GOBAIN GROUP Pierre-André de Chalendar Chairman and Chief Executive Officer

4 THE GROUP IN 2014 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 NET SALES 41bn 2014 OPERATING INCOME 2.8bn 2014 RECURING NET INCOME 1.1bn Saint-Gobain is organized into four Sectors, each of which holds leadership positions: 22% of net sales 26% 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 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 02 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015 N 2 in the United States (1) > Siding (1) Source: Saint-Gobain

5 Data as of December 31, PRESENT IN 64 countries MORE THAN 180,000 EMPLOYEES WORLDWIDE 350 years of history 46% of net sales 6% of net sales THE SAINT-GOBAIN GROUP 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 INDIVIDUAL SHAREHOLDERS HANDBOOK

6 350 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 350th 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 04 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015 Saint-Gobain diversifies into new markets and new products

7 THE EXHIBITION Discover the online exhibition FROM 1665 TO 2015 S 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 INDIVIDUAL SHAREHOLDERS HANDBOOK THE SAINT-GOBAIN GROUP #SAINTGOBAIN350

8 OUR CORPORATE SOCIAL RESPONSIBILITY STRATEGY REFERENCE GUIDELINES PRINCIPLES OF CONDUCT 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. PRINCIPLES OF ACTION 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 performance of their duties. BUSINESS PRACTICES: A GROUP COMPLIANCE PROGRAM In 2009, the Board of Directors approved the launch of a Group Compliance Program to ensure that the Principles of Conduct and Action and their related obligations are applied properly in all Activities worldwide. The Group Compliance Program consists of four main components: Responsible development (distribution of the Principles of Conduct and Action, anti-corruption program, economic sanctions and embargos compliance program), The Competition Law plan, Internal audit and internal control, A compliance alerts system. 06 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

9 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 endorsing the Caring 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 60 th anniversary of the Universal Declaration of Human Rights the Group signed the declaration of management support for human rights, an initiative organized by the United Nations. SOCIALLY RESPONSIBLE INVESTMENT RATINGS 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. 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. PRIORITY CHALLENGES 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. PRIORITY CHALLENGES Environmental certification for Group sites. Climate change and CO 2 emissions. Management of natural resources (water, biodiversity). Waste recycling and management. THE SAINT-GOBAIN GROUP 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. PRIORITY CHALLENGES 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. PRIORITY CHALLENGES Supporting local economic development. Supporting general interest projects. Raising awareness among stakeholders. Responsible purchasing. Promoting responsible business practices. INDIVIDUAL SHAREHOLDERS HANDBOOK

10 SAINT-GOBAIN AND THE STOCK MARKET Saint-Gobain shares 09 Other listed securities: non-voting participating securities INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

11 SAINT-GOBAIN SHARES Compagnie de Saint-Gobain shares are traded on the NYSE Euronext Paris market. On December 31, 2014, the Company represented the 23rd largest market capitalization and 18th most actively traded stock on this market, with an average 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 SAINT-GOBAIN SHARE INFORMATION ISIN FR Reuters Bloomberg Par value Traded on the following stock markets SGOB.PA SGO.FP e4 Paris - London - Frankfurt - Zurich - Brussels - Amsterdam Included in the following indices CAC 40 - EURO STOXX 50 - Global Dow index - Euronext IAS SAINT-GOBAIN AND THE STOCK MARKET SRI Indices STOXX Global ESG Leaders, Euronext Vigeo Europe 120, Euronext Vigeo Eurozone 120, Ethibel ESI Excellence Europe et FTSE4Good Illustration by Claude Paz & Silva representing Saint-Gobain s pavilion at the 1937 International Expo in Paris SHARE PRICE INFORMATION 24/7 information on the share price at our Toll-free number for shareholders in France calling from a landline: or online at INDIVIDUAL SHAREHOLDERS HANDBOOK

12 Packaging plant in Figueira da Foz (Portugal) Norton s first plant in Worcester, Massachusetts (USA), 1886 SHARE DATA High (in e) Low (in e) Year-end price (in e) Average daily trading volume (in thousands of shares) 1,986 1,815 Number of shares at Dec ,895, ,176,790 Market value at Dec. 31 (in e billion) Net dividend per share (in e) SHARE PERFORMANCE* SINCE PRIVATIZATION (in e) /22/ /31/2014 Saint-Gobain share price Paris stock exchange (average) Number of shares traded (in millions) (right-hand vertical axis) * 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 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

13 The Glass Gallery at the Acropolis Museum in Athens (Greece), 2011 OWNERSHIP STRUCTURE AS OF DECEMBER 31, % Employees, through the Group savings plan 17.5% French institutional investors 7.7% Individual shareholders 55.6% International institutional investors VOTING RIGHTS AS OF DECEMBER 31, % Wendel % VOTING RIGHTS Group Savings Plan 11.8 SAINT-GOBAIN AND THE STOCK MARKET Individual shareholders 7.1 French institutional investors 16.0 Wendel 19.3 International institutional investors 45.8 INDIVIDUAL SHAREHOLDERS HANDBOOK

14 First Multi-Comfort House in Poland 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*. THE DIVIDEND: STEADY AND ATTRACTIVE YIELD Yield (dividend per share as a % of the Dec. 31 share price) Dividend per share (in ) 2014 DIVIDEND TIMELINE Ex-dividend date: June 10, 2015 Dividend reinvestment option period: June 10 - June 24, 2015 Dividend payment date: July 3, % 4% 3% 2% 1% 0% 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. * 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. 12 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

15 Saint-Gobain Manufactory at the end of the 18 th century (reconstruction) Unloading The Create, pavilion designed to mark Saint-Gobain s 350 th birthday, evokes the future as seen by Saint-Gobain, whose expert knowledge of materials paves the way for audacious, innovative architectural feats PER SHARE DATA FOR THE LAST FIVE YEARS (in e) (1) EPS Recurring EPS Dividend STOCK MARKET RATIOS (in %) (1) Dividend yield (2) Payout ratio (3) (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. SAINT-GOBAIN AND THE STOCK MARKET TOTAL SHAREHOLDER RETURN Total Shareholder Return (TSR) for a shareholder who reinvested his or her dividends and participated 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). INDIVIDUAL SHAREHOLDERS HANDBOOK

16 OTHER LISTED SECURITIES NON-VOTING PARTICIPATING SECURITIES JUNE 1983 Issue of 1,288,299 non-voting participating securities with a face value of FRF 1,000. Since the switch to the euro in 1999, the face value has been e 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. Glass ribbon floated at the Chantereine plant on the day the float was inaugurated, July 28, 1972 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 remaining 40% of the nominal amount of the participating security, which is linked to consolidated net income of the previous fiscal year and the LIBOR EUR 6-month reference rate +7/8% replacing, pursuant to the agreement governing the life of the notes ( contrat d émission ), the TMOE rate from the time when its publication by the Luxembourg Stock Exchange on July 1, 2014 ceased. The amount paid per security in 2014 is e58.60, paid in two installments (e e28.45). E-GLAS insulating glass for the Kaklslauttanen hotel in Saariselkä (Finland) All of the share information is available in the 2014 Registration Document, which can be downloaded at 14 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

17 BEING A SAINT-GOBAIN SHAREHOLDER IN 2015 BEING A SAINT-GOBAIN SHAREHOLDER Managing your shares 16 Taxation in Shareholder services 23 General meetings 26 INDIVIDUAL SHAREHOLDERS HANDBOOK

18 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 directly in the Company s share register. (in e) Registrar Custody fees Administrative fees Stock market orders General Meeting Voting rights Annual tax information Shares held in a PEA (personal equity plan) Registered shares (registration in the Company s share register) BNP Paribas Securities Services on behalf of Saint-Gobain. None. Brokerage fee of 0.30%, with a minimum billing of e6.10. Submit to BNP Paribas Securities Services. Registered shares (registration with your bank or broker) Your bank or broker. Bearer shares Vary according to your bank or broker. Submit to your bank or broker. BNP Paribas Securities Services will send you the documents you need to: Participate in the Meeting. Vote by mail, proxy or the Internet. Double voting rights are assigned to any and all shares held in the name of the same holder for at least two years. 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. 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. 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. You are allowed one vote for each share you own. 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. Possible, but administrative procedures are applicable. Possible. 16 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

19 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 Securities 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) A personal invitation to all Saint-Gobain General Meetings, with the option of receiving the notice of meeting and proxy documents by 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. Saint-Gobain shareholder information day at the Neuilly headquarters, 1968 CONVERTING YOUR BEARER SHARES INTO REGISTERED SHARES 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. BEING A SAINT-GOBAIN SHAREHOLDER You may opt to receive the Letter to Shareholders electronically on our website ( by going to My Shareholder Space in the Individual Shareholder section under the Finance tab. INDIVIDUAL SHAREHOLDERS HANDBOOK

20 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 company s share register The order should be placed with BNP Paribas Securities Services: Online, on the Planetshares website. By phone, at our toll-free number for calls originating from a landline in France or at +33 (0) for international dialers. Please note that: All orders placed by telephone must be confirmed in writing by mail: By fax: +33 (0) By mail (1) : BNP Paribas Securities Services Grands Moulins de Pantin Service aux Émetteurs Compagnie de Saint-Gobain Shareholder Relations, 9, rue du Débarcadère 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 information: Type of transaction: buy or sell. The share s name and ISIN (FR 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 automatically classified as Good This Month, but they can be cancelled at any time. 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. (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. 18 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

21 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) STOCK MARKET ORDERS AND EXECUTION METHODS* (in e) Execution method Remarks À cours limité (Limited Price Order) À la meilleure limite (Best Limit Order) Au marché (Market Order) À déclenchement (Stop Order) An order to buy a specified quantity of a security at or below a specified 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. 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. 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 quantities available when it is recorded. 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 market fluctuations by enabling you to control the execution price; however it may not be possible to execute the order in full. This type of order ensures that you get the best available price at the time. Although you are assured of having your order executed in full, there is a risk that you won t obtain the best price. This type of order protects against trend reversals. BEING A SAINT-GOBAIN SHAREHOLDER * For registered shares recorded in the Company s share register, only Market Orders and Limited Price Orders will be accepted. INDIVIDUAL SHAREHOLDERS HANDBOOK

22 GIFTING OR TRANSMITTING SAINT-GOBAIN SHARES TRANSMITTING SHARES BY WAY OF AN INHERITANCE If the shares are registered directly with the Company, 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 Company 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, whichever the beneficiaries prefer. 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 followed. 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 essential details of the transaction, i.e., the number of shares concerned and the giftee s full name, address 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 registered 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 letters. Alternatively, you may enclose French tax form 2735 on gifting ( don manuel ), as it includes the above information. Researcher at the Chantereine R&D Center (CRDC) 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 prepared 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. 20 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

23 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 dividend. 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 couples filing a joint tax return may request that the withholding tax be waived. To request a waiver, you must provide your bank or broker with a sworn statement that your taxable income was below the threshold. You are solely responsible 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 Généralisée) social tax is 5.1% deductible. In the event that the dividend amount is directly deposited in a bank account located in a country 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 paying agent. The total is also subject to the applicable 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 incurred. BEING A SAINT-GOBAIN SHAREHOLDER * 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. INDIVIDUAL SHAREHOLDERS HANDBOOK

24 Postcard of the Saint-Gobain Manufactory at the beginning of the 20 th century 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 difference between the net sale price of an asset, i.e., after transaction costs and taxes, and the total purchase 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% deductible). 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, The deductions that apply to capital gains on the sale of shares by individual shareholders 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. ONIRYS, an exclusive lighting fabric, was created by interweaving optical fiber and fiberglass using Lightex technology Taxes on capital gains are calculated and collected by the French tax authorities on the basis of the taxpayer 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. WEALTH TAX 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 , versus a closing price on December 31 of For more information, you should consult your tax advisor. 22 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

25 Chairman and Chief Executive Officer of Saint-Gobain SHAREHOLDERS SERVICES INFORMATION Letter to MAY 2015 No. 76 shareholders #SAINTGOBAIN350 THE EXHIBITION FROM 1665 TO 2015 Discover Saint-Gobain s online exhibition for its 350 th anniversary FOCUS... June 4, 2015 Annual General Meeting FIRST-QUARTER 2015 SALES STABLE AT 9,859m +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 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, 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. 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 or send an to actionnaires@saint-gobain.com SHAREHOLDER APP The Saint-Gobain Group Shareholder s Department has launched a mobile app called Saint-Gobain Shareholder for tablets and smartphones. This mobile app makes it possible to follow Saint-Gobain Group financial 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 All of these documents are available for downloading at (go to Shareholders Documentation in the Individual Shareholders section under the Finance tab). BEING A SAINT-GOBAIN SHAREHOLDER INDIVIDUAL SHAREHOLDERS HANDBOOK

26 DEDICATED PHONE LINES The Listen pavilion, designed to mark Saint-Gobain s 350 th birthday, showcases the Group s acoustic comfort solutions PRESS RELEASES Press releases published regularly by Saint-Gobain are posted on the corporate website and on the Saint-Gobain Shareholder app. alerts: this service allows you to receive the latest financial information about Saint-Gobain directly in your mailbox. To sign up for alerts, click the Finance tab, select Individual Shareholders and Stay informed by mail. dialed from a landline in France and +33 (0) outside France. Shareholders can access practical information 24/7 by calling the Investor Relations voice server. Listen to the instructions and choose from the following 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 Shareholders Club (press 6). WEBSITE 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. 24 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

27 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 shareholders at our stand at the Actionaria retail investor fair in Paris 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 Lille Paris Strasbourg 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 window 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 automatically benefit from all of the advantages offered 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, Finance tab). CLUB ADVANTAGES 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. BEING A SAINT-GOBAIN SHAREHOLDER Bordeaux Cannes For all the dates of shareholder meetings, go to Your Meetings in the Individual Shareholders section under the Finance tab on the corporate website ( 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. INDIVIDUAL SHAREHOLDERS HANDBOOK

28 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 opportunity for shareholders to learn about the Group s strategy and results, discuss issues with Saint-Gobain s leadership team and participate in the decisionmaking 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 All the pertinent documents will be posted on the corporate website ( 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 admission card and all the other information to which shareholders are legally entitled. Proxy may be given 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. 26 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015

29 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. PARTICIPATING VIA THE INTERNET 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. Saint-Gobain Manufactory at the end of the 18 th century (reconstruction) Polishing gives glass its transparency PARTICIPATING BY MAIL 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. BEING A SAINT-GOBAIN SHAREHOLDER INDIVIDUAL SHAREHOLDERS HANDBOOK

30 FILLING OUT THE FORM 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. IMPORTANT : avant d exercer votre choix, veuillez prendre connaissance des instructions situées au verso / Before selecting, please refer to instructions on reverse side. QUELLE QUE SOIT L OPTION CHOISIE, NOIRCIR COMME CECI LA OU LES CASES CORRESPONDANTES, DATER ET SIGNER AU BAS DU FORMULAIRE / WHICHEVER OPTION IS USED, SHADE BOX(ES) LIKE THIS, 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. COMPAGNIE DE SAINT-GOBAIN S A au Capital de Siège social : Les Miroirs, 18 avenue d Alsace COURBEVOIE RCS NANTERRE ASSEMBLEE GENERALE MIXTE convoquée pour le jeudi 5 juin 2015 à 15 heures au Palais des Congrès, 2, place de la Porte Maillot, 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, Paris CADRE RÉSERVÉ À LA SOCIÉTÉ / For Company s use only Identifiant / Account Vote simple Nominatif Single vote Registered Nombre Number Vote double d actions of shares Double vote Porteur / Bearer Nombre de voix / Number of voting rights JE VOTE PAR CORRESPONDANCE / I VOTE BY POST Cf. au verso renvoi (2) - See reverse (2) 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 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, 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 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. Oui Non/No Oui Non/No Yes Abst/Abs Yes Abst/Abs A F 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 Pour être prise en considération, toute formule doit parvenir au plus tard à BNP Paribas Securities Services Date & Signature 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. 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 La langue française fait foi / The french version of this document governs; the english translation is for convenience only B C D E 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) 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 resolution 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. You can watch a live or recorded webcast of the General Meeting, in French or in English, on our corporate website, You may also consult documents from the site relating to Saint-Gobain General Meetings 28 INDIVIDUAL SHAREHOLDERS HANDBOOK 2015