Saint Gobain : Summary table of financial authorizations in force on, and proposed to, the General Shareholders' Meeting of June 8, 2023

This text is a free translation from the French language and is supplied solely for information purposes.

Only the original version in the French language has legal force.

Compagnie de Saint-Gobain

A French Société anonyme with a share capital of €2,063,076,328

Registered office: Tour Saint-Gobain, 12, place de l'Iris, 92400 Courbevoie, France

Registry of Commerce and Companies of Nanterre n°542 039 532

Summary table of financial authorizations in force

on the date of the General Shareholders' Meeting of June 8, 2023

	Source	Authorization
Purpose of the resolution and securities	(resolution	duration and	Maximum par value of the capital
concerned	number)	expiration	increase
ISSUANCES WITH PREFERENTIAL SUBSCRIPTION RIGHT
Capital increase (common shares or securities giving	2021 AGM	26 months	€426 million, excluding adjustments, i.e.
access to shares in the Company or its subsidiaries)	18th resolution	(August 2023)	approximately 20% of the share capital (1)
(A)			(A) + (B) + (C) + (D) + (E) + (I) being
			limited to €426 million (the "Global Cap") (2)
Capital increase by incorporation of premiums,	2021 AGM	26 months	€106 million, excluding adjustments, i.e.
reserves, profits and free allocation of shares to	23rd resolution	(August 2023)	approximately 5% of the share capital
shareholders (B)			Included in the Global Cap (2)
ISSUANCES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT
Capital increase, through a public offering, other than	2021 AGM	26 months	€213 million (shares), excluding any
those referred to in Article L. 411-2 of the French	19th resolution	(August 2023)	possible adjustments, i.e. approximately
Monetary and Financial Code, with the option of			10% of the share capital (1)
granting a priority period for shareholders, by issuing			Included in the Global Cap
common shares or securities giving access to the			(C) + (D) + (E) + (I) being limited to €213
share capital of the Company or subsidiaries, or			million (2)
shares of the Company to which securities to be
issued by subsidiaries would grant entitlement (C)
Capital increase, through a public offering referred to	2021 AGM	26 months	€213 million (shares), excluding any
in paragraph 1 of Article L. 411-2 of the French	20th resolution	(August 2023)	possible adjustments, i.e. approximately
Monetary and Financial Code, by issuing common			10% of the share capital (1)
shares or securities giving access to the share capital			Allocation to the cap of (C), included in the
of the Company or subsidiaries, or shares of the			Global Cap (2)
Company to which securities to be issued by
subsidiaries would grant entitlement (D)
Capital increase (common shares or securities giving	2021 AGM	26 months	10% of the share capital, i.e. approximately
access to shares in the Company shares with shares	22nd resolution	(August 2023)	€213 million excluding any possible
as primary securities) in compensation for			adjustments
contributions in kind (E)			Allocation to the cap of (C), included in the
			Global Cap (2)
ISSUANCES RESERVED TO GROUP EMPLOYEES AND CORPORATE OFFICERS
Capital increase (equity securities) through the Group	2021 AGM	26 months	€52 million, excluding any possible
Savings Plan (F)	25th resolution	(August 2023)	adjustments, i.e. approximately 2.4% of the
			share capital (3)(4)

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	Source	Authorization
Purpose of the resolution and securities	(resolution	duration and	Maximum par value of the capital
concerned	number)	expiration	increase
Allocation of options to buy or subscribe shares (G)	2022 AGM	38 months	1.5% of the share capital on the date of the
	17th resolution	(August 2025)	2022 AGM, i.e. approximately €31.5 million
			with a sub-cap of 10% of this limit of 1.5%
			for executive corporate officers (2)
			(G) + (H) being limited to 1.5% of the share
			capital
Free allocation of existing shares (H)	2022 AGM	38 months	1.2% of the share capital on the date of the
	18th resolution	(August 2025)	2022 AGM, i.e. approximately €25 million
			with a sub-cap of 10% of this limit of 1.2%
			for executive corporate officers (5)
			Allocation to the cap of (G)
OTHER
Option for complementary issuance in case	2021 AGM	26 months	For each issuance, legal limit of 15% of the
of oversubscription of an issuance of common shares	21st resolution	(August 2023)	initial issuance (1)
or securities giving access to the share capital with or			Allocation to the cap of (C) and/or included
without preferential subscription right (I)			in the Global Cap depending on the initial
			issuance (2)
Determination of the issue price in the event	2021 AGM	26 months	10% of the share capital per 12-month
of a capital increase without preferential subscription	24th resolution	(August 2023)	period (1)
right through a public offer made pursuant to the 19th			Issuances completed pursuant to (C) or
or 20th resolutions of the 2021 AGM (J)			(D) depending on the type of capital
			increase
			Allocation to the cap of (C), included in the
			Global Cap (2)
SHARE BUYBACK PROGRAM
Share buyback (6)	2022 AGM	18 months	10% of the total number of shares
	16th resolution	(December	composing the share capital at the AGM
		2023)	date (7)
			Maximum purchase price per share: €100
Cancellation of shares	2021 AGM	26 months	10% of the share capital per 24-month
	26th resolution	(August 2023)	period (8)

1. Maximum nominal amount of debt securities giving access to the share capital that may be issued capped at €1.5 billion. Global cap applicable to resolutions (A), (C), (D) and (I).
2. No use made of the delegation of authority in 2022.
3. Recognition of the subscription of 4,916,097 shares in May 2022 by the Chief Executive Officer having received a delegation of authority from the Board of Directors on November 25, 2021 on the basis of the 25th resolution of the General Shareholders' Meeting of June 3, 2021 to implement a capital increase through the Group Savings Plan.
4. On November 24, 2022, the Board of Directors decided on the principle of a capital increase of up to 8,083,903 Saint-Gobain shares with a par value of €4 each, reserved for members of the Saint-Gobain Group employee savings plan (see the press release dated March 13, 2023, available on www.saint-gobain.com). The indicative date for the completion of the capital increase is May 16, 2023.
5. Free allocation of 1,232,792 existing performance shares by the Board of Directors on November 24, 2022.

1. The objectives of the program are as follows: cancellation, delivery of shares upon exercise of the rights attached to securities giving access in any way to the allocation of shares in the Company or in the context of external growth, merger, demerger and contribution transactions, market animation under a liquidity agreement, allocation of free shares, granting of stock options, or sale of shares as part of a Company Savings Plan or other similar schemes, hedging against the potential dilutive impact of free share allocations, the granting of stock options and employee share subscriptions under the Company Savings Plan or other similar schemes, the implementation of any market practice that may become authorized by the French Financial Markets Authority (Autorité des marchés financiers - AMF) and, more generally, for any other transaction authorized under the relevant laws and regulations.
2. See section 7.1.3, p. 251 of Saint-Gobain's 2022 Universal Registration Document, available on www.saint-gobain.com, for a description of the implementation of the share buyback program in 2022.
3. Cancellation of (i) 8,871,654 shares resulting in a reduction of the share capital by a nominal amount of €35,486,616, decided by the Board of Directors on June 2, 2022, effective June 10, 2022, and (ii) 4,305,432 shares resulting in a reduction of the share capital by a nominal amount of €17,221,728, decided by the Board of Directors on September 29, 2022, effective October 4, 2022 (see section 7.1.3, p. 251 of Saint-Gobain's
   2022 Universal Registration Document, available on www.saint-gobain.com).

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Summary table of financial authorizations submitted for approval to the General

Shareholders' Meeting convened to be held on June 8, 2023

	Source	Authorization
Purpose of the resolution and securities	(resolution	duration and	Maximum par value of the capital
concerned	number)	expiration	increase
ISSUANCES WITH PREFERENTIAL SUBSCRIPTION RIGHT
Capital increase (common shares or securities giving	2023 AGM	26 months	€412 million, excluding adjustments, i.e.
access to shares in the Company or its subsidiaries)	14th resolution	(August 2025)	approximately 20% of the share capital (1)
(A)			(A) + (B) + (C) + (D) + (E) + (G) being
			limited to €412 million (the "Global Cap")
Capital increase by incorporation of premiums,	2023 AGM	26 months	€103 million, excluding adjustments, i.e.
reserves, profits and free allocation of shares to	19th resolution	(August 2025)	approximately 5% of the share capital
shareholders (B)			Included in the Global Cap
ISSUANCES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT
Capital increase, through a public offering, other than	2023 AGM	26 months	€206 million (shares), excluding any
those referred to in Article L. 411-2 of the French	15th resolution	(August 2025)	possible adjustments, i.e. approximately
Monetary and Financial Code, with the option of			10% of the share capital (1)
granting a priority period for shareholders, by issuing			Included in the Global Cap
common shares or securities giving access to the			(C) + (D) + (E) + (G) being limited to €206
share capital of the Company or subsidiaries, or			million
shares of the Company to which securities to be
issued by subsidiaries would grant entitlement (C)
Capital increase, through a public offering referred to	2023 AGM	26 months	€206 million (shares), excluding any
in paragraph 1 of Article L. 411-2 of the French	16th resolution	(August 2025)	possible adjustments, i.e. approximately
Monetary and Financial Code, by issuing common			10% of the share capital (1)
shares or securities giving access to the share capital			Allocation to the cap of (C), included in the
of the Company or subsidiaries, or shares of the			Global Cap
Company to which securities to be issued by
subsidiaries would grant entitlement (D)
Capital increase (common shares or securities giving	2023 AGM	26 months	10% of the share capital, i.e. approximately
access to shares in the Company shares with shares	18th resolution	(August 2025)	€206 million excluding any possible
as primary securities) in compensation for			adjustments
contributions in kind (E)			Allocation to the cap of (C), included in the
			Global Cap
ISSUANCES RESERVED TO GROUP EMPLOYEES AND CORPORATE OFFICERS
Capital increase (equity securities) through the Group	2023 AGM	26 months	€52 million, excluding any possible
Savings Plan (F)	21st resolution	(August 2025)	adjustments, i.e. approximately 2.5% of the
			share capital
OTHER
Option for complementary issuance in case	2023 AGM	26 months	For each issuance, legal limit of 15% of the
of oversubscription of an issuance of common shares	17th resolution	(August 2025)	initial issuance (1)
or securities giving access to the share capital with or			Allocation to the cap of (C) and/or included
without preferential subscription right (G)			in the Global Cap depending on the initial
			issuance
Determination of the issue price in the event	2023 AGM	26 months	10% of the share capital per 12-month
of a capital increase without preferential subscription	20th resolution	(August 2025)	period (1)
right through a public offer made pursuant to the 15th			Issuances completed pursuant to (C) or
or 16th resolutions of the 2023 AGM (H)			(D) depending on the type of capital

increase

Allocation to the cap of (C), included in the Global Cap

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	Source	Authorization
Purpose of the resolution and securities	(resolution	duration and	Maximum par value of the capital
concerned	number)	expiration	increase
SHARE BUYBACK PROGRAM
Share buyback (2)	2023 AGM	18 months	10% of the total number of shares
	13th resolution	(December	composing the share capital at the AGM
		2024)	date
			Maximum purchase price per share: €100
Cancellation of shares	2023 AGM	26 months	10% of the share capital per 24-month
	22nd resolution	(August 2025)	period

1. Maximum nominal amount of debt securities giving access to the share capital that may be issued capped at €1.5 billion. Global cap applicable to resolutions (A), (C), (D) and (G).
2. The objectives of the program are as follows: the free allocation of shares, the grant of stock options, and the allocation or sale of shares under employee savings plans or other similar plans; offsetting the potential dilutive impact of free allocation of shares, of the granting of stock options, or of subscription by employees as part of the employee savings plans or other similar plans; delivering shares upon exercise of the rights attached to securities giving access in any way, in particular through the exercise of rights attached to securities giving access to the share capital by redemption, conversion, exchange, presentation of a warrant, to the allocation of Company shares; the management of the market of the Company share under liquidity agreements with an independent investment services provider in compliance with the code of ethics recognized by the French Financial Markets Authority; the cancellation of shares subject to the adoption by the twenty-second resolution by the 2023 AGM; the implementation of any market practice that may become authorized by the French Financial Markets Authority and, more generally, with a view to carrying out any other transaction that complies with the regulations in force.

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