Saint Gobain : undertakes to buy back 10 million shares as part of the accelerated bookbuilding concerning 30 million Saint-Gobain shares announced by Wendel

May 3, 2016

Further to the announcement made today by Wendel, as part of its strategy aimed at increasing its exposure to unlisted assets and strengthening its financial structure, regarding its intention to sell 30 million Saint-Gobain shares representing approximately 5.3% of the share capital through an accelerated bookbuilding process, Saint-Gobain announces that it has undertaken to participate in the private placement by placing an irreducible order, at the placement price, to purchase 10 million of its own shares (i.e. circa 1.8% of its share capital). This order is placed as part of the existing share buyback program authorized by Saint- Gobain's shareholders at the AGM of June 4, 2015. All shares so repurchased will be cancelled.

Pierre-André de Chalendar, Chairman and CEO of Saint-Gobain, stated: "The transaction launched by Wendel allows us to buy back shares at attractive terms and to move significantly toward our medium-term objective of decreasing the number of shares to 531 million. I welcome the reiterated confidence of Wendel in the group's growth prospects and our continued partnership. In parallel with this transaction, Saint-Gobain will continue its investment and acquisition program with notably the acquisition of a controlling interest in Sika."

Frédéric Lemoine, Chairman of the Executive Board of Wendel, stated: "After having achieved all of our investment objectives 18 months ahead of schedule, this transaction significantly increases our flexibility to seize high potential investment opportunities identified by our teams, while significantly improving our financial structure. Within the framework of our governance agreement, Wendel remains a very significant shareholder of Saint-Gobain and thereby intends to benefit from the strong prospects offered by the group. The considerable work of business portfolio optimization carried out under the leadership of Pierre-André de Chalendar, the prospect of a rebound in construction markets as well as the strategic plan to acquire a controlling interest in Sika should enhance the group's value creation potential in the future."

Backed by its experience and its capacity to continuously innovate, Saint-Gobain, the world leader in the habitat and construction market, designs, manufactures and distributes high-performance and building materials providing innovative solutions to the challenges of growth, energy efficiency and environmental protection. With 2015 sales of €39.6 billion, Saint-Gobain operates in 66 countries and has more than 170,000 employees. For more information about Saint-Gobain, visit www.saint- gobain.com and the twitter account @saintgobain or download the "Saint-Gobain Shareholder" application for tablet and smartphone.