Saint Gobain : Meeting brochure

SUMMARY

	Message from the Chairman
	of the Board of Directors	3
	Message from the Chief
	Executive Officer	3
1	FINANCIAL RESULTS,
OUTLOOK AND STRATEGY	4
	1.1	Financial results	4
	1.2	Extra-financial results	15
2	GOVERNANCE	23
2.1	Presentation of the Board	23
	of Directors

2.2 Proposed appointment and renewal of the terms

	of office of Directors	31
2.3	Presentation of the Group's	36
	senior management
2.4	Management and Directors	38
	compensation (Say-on-Pay)

AGENDA FOR THE
3 GENERAL MEETING	69
3.1 Agenda	69
3.2 Board of Directors' report
and text of the proposed	70
resolutions
HOW TO PARTICIPATE
4 IN THE GENERAL MEETING	84
Who can participate in the General	84
Meeting?
Participate in our sustainable	84
development efforts
Participate in the General Meeting	85
How to fill out the form	88

5 REQUEST FOR DOCUMENTS

AND TO BE E-CONVENED 89

PLEASE CONTACT THE INVESTOR RELATIONS DEPARTMENT:

BY PHONE

Or [phone] (from outside France)

BY MAIL

Compagnie de Saint-Gobain

Investor Relations Department

Tour Saint-Gobain

12, Place de l'Iris

92400 Courbevoie - France

BY [e-mail]

WEBSITE www.saint-gobain.com

General Meeting web page: https://www.saint-gobain.com/en/finance/general-meeting

This is a free translation into English from the original version in French and is provided solely for the convenience of English speaking readers.

MESSAGE FROMMESSAGE FROM

Pierre-André	Benoit
DE CHALENDAR	BAZIN
Chairman of the Board	Chief Executive Officer
of Directors

The Group's pragmatic choice of governance reflects its specific operational and strategic characteristics and the environment

in which it operates.

Our market positioning is clear, robust and conducive to long-term growth.

Dear Shareholder,

In 2023, Saint-Gobain once again demonstrated its strength and resilience against a backdrop of intense global economic, environmental and political tensions. Saint-Gobain's sound financial situation is also a source of satisfaction for its shareholders. Among other things, it is the result of an efficient corporate governance, which also successfully completed the transition that I have led with the Board, culminating in Benoit Bazin's appointment as Chairman and Chief Executive Officer.

Combining these functions will ensure clear, embodied responsibility for the Group's management, as well as optimum alignment between the strategic orientations validated by the Board of Directors and their effective execution in a decentralized, multi-local international organization. This is accompanied by a reinforcement of checks and balances within the Board of Directors, with a Lead Independent Director endowed with enhanced powers, and a strengthening of the Board's independence.

After having devoted almost 35 years of my life to Saint-Gobain, I am stepping down with the greatest sense of confidence. I am convinced of the strength of its strategy, the relevance of its positioning, and its ability to meet the major environmental and social challenges of our contemporary world.

The extraordinary diversity and expertise of our teams, our presence on every continent and our potential for innovation also constitute unique attributes that will make Saint-Gobain the undisputed leader in light and sustainable construction worldwide.

Dear Shareholder,

Three years ago, our Group set itself the ambition of being the worldwide leader in light and sustainable construction, a vision perfectly aligned with our corporate purpose. Today, our market positioning is clear, robust and conducive to long-term growth for the Group and its stakeholders. Our solutions for energy renovation, new lightweight construction and the decarbonization of construction and industry are, and will be for a long time to come, key growth drivers. In a difficult market environment, the Group successfully stayed on course, deploying our "Grow & Impact" plan for the third year running. Our excellent results in 2023 are proof of the relevance of our approach. They are also the result of the bold strategic decisions made, through a rapid change in business portfolio and geographical footprint. To continue the deployment of this winning strategy, and in the context of changes in the Group's governance this year, I am grateful to the Board of Directors for the confidence it has placed in me by appointing me Chairman and Chief Executive Officer with effect from the close of the Annual General Meeting.

Transforming the building and construction sector is an absolute must if we are to meet the considerable challenges facing humanity. More than ever, we are determined that Saint-Gobain play its leading role, continuing to aim ever higher to make the world a more beautiful and sustainable shared home.

Your involvement in

the meeting is important to us at Saint-Gobain and we sincerely hope that you will be able

to take part.

You will find all the information you need to that effect in this document.

All the developments of 2023 and the Group's outlook will be outlined in detail at the General Shareholders' Meeting, to which we have the pleasure to invite you on behalf of Compagnie de Saint-Gobain.

The General Shareholders' Meeting will be held at 3:00 pm on Thursday, June 6, 2024 at Salle Pleyel (Paris 8th arrondissement).

You will find all the information you need, including the presentation of all resolutions that are submitted to your approval, in this document.

Thank you in advance for your active involvement in the Group, for your trust and loyalty and for the consideration you will give to the resolutions on which you will be voting.

Please accept our sincerest regards.

SAINT-GOBAIN • NOTICE OF MEETING 2024

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1
FINANCIAL RESULTS,
OUTLOOK
AND STRATEGY

The 2023 consolidated financial statements were approved by Saint-Gobain's Board of Directors at its meeting of February 29, 2024. The consolidated financial statements were audited and certified by the Statutory Auditors.

1.1 FINANCIAL RESULTS

1.1.1 STRONG RESULTS DESPITE A CHALLENGING ENVIRONMENT

Key figures

		€47.9bn	11.0% margin
➜		(€5.3bn)
Resilient sales	Sales	Operating
➜	Record operating margin and		income
	operating income at constant exchange rates

➜

➜

➜

Record free cash flow	-0.9%
Strong recurring EPS	like-for-like
Strong value creation

€6.39	€3.9bn	15.9%
Recurring EPS	Free Cash-flow	ROCE

• Good resilience in sales, down 0.9% like-for-like despite a difficult environment in new construction in Europe;
• Record operating margin of 11.0% (up in all Regions) and record operating income at constant exchange rates;
• Record free cash flow of €3.9bn, with a cash conversion ratio of 62%;
• 34% reduction in CO2 emissions vs 2017 (scope 1 and 2);
• Total shareholder return (TSR) of 51% in 2023, with €1.6bn of share buybacks and dividends. Dividend of €2.10 (+5%) recommended for 2023;
• 2024 outlook: despite a context which remains difficult in certain markets, the Group expects a double-digit operating margin for the fourth consecutive year.

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Contents

Financial results

1.1.1.1 Success of the "Grow & Impact" strategic plan

A - An attractive profitable and sustainable growth profile

1

The "Grow & Impact" plan rolled out as from 2021 has placed the Group on a financial trajectory that has seen an acceleration in growth of its results, cash flow and value creation, delivering on all the objectives set three years ago:

• Strong organic growth of 6.4% per annum on average (1), supported by an unrivalled range of sustainable solutions accounting for almost three- quarters of Group sales;
• Creation of a world leader in construction

chemicals, with annual sales of €5.7 billion (pro forma for recent acquisitions and divestments), thanks to strong organic growth and the 30 acquisitions carried out in the last three years;

• Pro forma operating income well-balanced between the three geographic zones: 32% in North America, 31% in Asia and emerging countries and 37% in Western Europe;

• Record profitability and value creation, with on average over three years: an operating margin of 10.5%, a free cash flow conversion ratio of 58% and a ROCE of 15.8%;
• Significant efficiency gains thanks to the organization by country with 90% of CEOs native to their country, resulting in close proximity to customers, stronger pricing power and enhanced results-driven accountability for local teams;
• Record-highshareholder return: €4.1 billion returned to shareholders over a three-year period through share buybacks and dividends. With almost €1.6 billion in shares bought back over three years, the Group is ahead of the €2 billion target it had set for the five-year period 2021-2025.

2

3

4

5

1.1.1.2 Group operating performance

A - Good resilience in like-for-like sales

(€m)

2023/2022 -0.9%

Like-for-like

			+4.6%		-6.4%
	-2.3%	-3.2%		-5.5%
51,197					47,944
2022 sales	Exchange	Structure	Price	Volumes	2023 sales
	rates

Outperformance on our main markets

Price effect: +4.6% over the

year

Structure: continued optimization of Group's profile, in terms of both divestments and acquisitions

Like-for-like sales showed good resilience, down 0.9%, supported by advances in Asia-Pacific, the Americas and High Performance Solutions, in contrast to the difficult macroeconomic environment in Europe. The Group continued to outperform its main markets thanks to the pertinence of its strategic positioning at the heart of energy and decarbonization challenges, and the strength of its local organization by country, offering comprehensive solutions to its customers.

In a less inflationary environment, Group prices were up 4.6% over the year (up 0.8% in the fourth quarter), generating a positive price-cost spread once again.

In line with the Group's expectations for the year announced at the start of 2023, volumes were down by 5.5% over the year (down 4.5% in the fourth quarter), reflecting a contrasting situation: a marked decline in new construction but good resilience overall in renovation. In each local market, the Group is taking the proactive commercial and industrial measures necessary to maintain its strong operating performance.

1. Average organic growth over 2021-2023: +6.9% in 2021 (+13.8% for 2021/2019 divided by two), +13.3% in 2022 and -0.9% in 2023.

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Contents

Financial results

On a reported basis, sales were down by 6.4% to €47.9 billion, with a negative currency effect of 2.3% and a negative Group structure impact of 3.2%. The Group structure impact results from the ongoing optimization of the Group's profile, both in terms of disposals - mainly in distribution (UK, Poland and Denmark), glass processing activities, Crystals & Detectors and ceramics for the steel industry - and in terms of acquisitions, mainly in construction chemicals (GCP Applied Technologies, Impac in Mexico, Matchem in Brazil and Best Crete in Malaysia), exterior products in Canada (Kaycan and Building Products of Canada) and insulation (U.P. Twiga in India).

Thanks to its recent acquisitions and investments, the Group has successfully strengthened its position in North America, Asia and emerging countries, as well as in construction chemicals. Construction chemicals overall delivered solid 3.4% organic growth in 2023.

The integration of recent acquisitions is proceeding well, and synergies have been confirmed and successfully put in place:

• Taken together, Chryso and GCP improved their EBITDA margin by more than 400 basis points compared to 2022 and generated €50 million in synergies, ahead of targets. Chryso created value from year two - one year earlier than expected - thanks to its excellent operating performance and a seamless integration: the business reported EBITDA of €121 million and continues to deliver an industry- leading margin. GCP met its target of US$170 million in EBITDA for 2023, as expected for the first full year since its acquisition;
• Kaycan reported C$101 million in EBITDA in 2023 and also unlocked synergies, particularly in procurement, ahead of targets;
• The integration process is proceeding in line with expectations for Building Products of Canada, acquired in September 2023.

B - Double-digit margin for the third consecutive year

(€bn and %)
	5.3	5.3
4.5
	10.4%	11.0%
10.2%
2021	2022	2023

Record operating margin at 11.0% and record operating income at constant exchange rates

Positive price-cost spread

Operating income up 64% and +330bps in the margin since the launch of the transformation in 2018

Operating income was €5,251 million, a record-high at constant exchange rates (2022 rates). The operating margin reached a new record-high of 11.0% in 2023 (versus 10.4% in 2022), representing an increase of 330 basis points since the launch of the Group's transformation at the end of 2018. Despite a difficult macroeconomic environment, all Regions reported operating margin growth, once again testifying to the Group's resilience.

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Contents

Financial results

1.1.1.3 Segment performance (like-for-like sales)

A - Northern Europe: record margin despite lower sales

1

Change

in sales on a like-for-like basis

-23.1%	Nordics
	-6.2%
-3.7%	United
Kingdom
-13.5%	-0.9%
-5.9%	Germany
16,413	-13.2%
12,614

2022 sales	Exchange	Structure	Like-for-like	2023 sales
	rates

1,279
	1,039
7.8%	8.2%
2022	2023

2

3

4

5

SALES (€m)	OPERATING INCOME (€m)
	and MARGIN (%)

The Region was down 5.9% in 2023 amid a sharp slowdown in new construction, while renovation (around 55% of sales) proved more resilient. The Region's operating margin hit a new annual record-high of 8.2% (versus 7.8% in 2022), thanks to an optimized business profile and very well managed costs and industrial efficiency.

In Nordic countries, the sharp fall in new construction, particularly in Sweden and Norway, was partly offset by our exposure to renovation. Saint-Gobain further differentiated its offer in 2023, with the commercial launch of Klima plasterboard manufactured at its Fredrikstad

plant in Norway using 100% hydroelectric power. The UK outperformed a downbeat market, benefiting from strong sales momentum thanks to the success of its local organization and comprehensive range of solutions along with a newly optimized portfolio. Germany continued to suffer in a difficult macroeconomic environment which weighed on new construction; Saint-Gobain launched a closed-loop recycling service for Isover insulation and Rigips plasterboard in the country in 2023. In Eastern Europe, volumes progressed in the fourth quarter, driven by our comprehensive range of interior and exterior solutions.

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Contents

Financial results

B - Southern Europe - Middle East & Africa: resilient sales and margin growth

	0.0%	-1.7%
-0.8%		-0.9%
15,198		14,941

2022 sales	Exchange	Structure	Like-for-like	2023 sales
	rates

Change

in sales on a like-for-like basis

France

-1.9%

Spain-Italy

+0.9%

1,219	1,208
8.0%	8.1%
2022	2023

SALES (€m)	OPERATING INCOME (€m)
	and MARGIN (%)

The Region's sales held up well (down 0.9%) owing to renovation (nearly 70% of sales), while new construction continued its decline. The operating margin for the Region performed well, at 8.1% (versus 8.0% in 2022), thanks to very well managed costs and industrial efficiency.

Amid a sharp decline in new construction, Saint-Gobain continued to outperform in France thanks to its exposure and extensive expertise in renovation, supported by regulatory tailwinds and the increase in stimulus measures, both for private housing (the MaPrimeRénov' household renovation package, which was raised from €2.7 billion for 2023 to €4 billion for 2024) and for programs related to public and commercial buildings. The Group continues to enhance its offering, with dedicated initiatives for major eco-certified projects, high value-addedlow-carbon solutions, and white papers on its complete offering for healthcare and educational facilities and the renovation of multi-family housing.

In line with the introduction of the Extended Producer Responsibility (EPR) regulation in 2023 on end-of-life management of construction waste, the Group has ramped up its recycling services with Saint-Gobain Glass® Recycling, Placo® Recycling and Isover® Recycling, thanks to the start-up of a new-generation furnace for recycling glass wool from construction waste at Chemillé.

In Spain and Italy, sales were up in broadly resilient construction markets, and the Group launched Placotherm® Integra, a comprehensive light façade solution offering thermal insulation and acoustic protection using Glasroc® X technology.

Middle East and Africa enjoyed strong growth, especially in Turkey - where the acquisition of Dalsan created a new leader in light and sustainable construction solutions - and in Egypt, where the Group's growth accelerated thanks to the acquisition of Drymix in construction chemicals. Saint-Gobain also enhanced its building envelope offering in Saudi Arabia through its acquisition of Izomaks in construction chemicals (waterproofing products).

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Contents

Financial results

C - Americas: sales growth in North America and record margin

1

+3.9%	+1.9%	+4.1%
-1.7%
9,064		9,439

2022 sales	Exchange	Structure	Like-for-like	2023 sales
	rates

Change

in sales on a like-for-like basis

North America

+5.3%

Latin America

-7.3%

1,462	1,586
	16.8%
16.1%
2022	2023

2

3

4

5

SALES (€m)	OPERATING INCOME (€m)
	and MARGIN (%)

The Region delivered 1.9% organic growth in 2023, driven by the outperformance in North America. Operating income hit a new record-high (€1.6 billion), along with its operating margin at 16.8% (versus 16.1% in 2022), supported by well-managed costs and productivity, and the upturn in volumes in North America.

• North America reported 5.3% organic growth over the year (8.7% as reported, including the integration of Kaycan, Building Products of Canada and GCP's waterproofing membranes) in a new construction market that has stabilized. Good momentum in the second half of the year drove a significant rise in volumes and Saint-Gobain saw further market share gains thanks to its comprehensive, differentiated range of interior and exterior light construction solutions. The integrations of GCP and Kaycan are making particularly good progress, enabling us to achieve the expected synergies. The Building Products of Canada acquisition was completed more quickly than expected, as of September 2023, allowing Saint-Gobain to reinforce its leadership in Canada in construction materials with a

comprehensive range of interior and exterior solutions. In light of the favorable growth outlook, capital expenditure increased in North America, totaling over €350 million in 2023.

• Latin America was down by 7.3% in 2023. Despite a difficult macroeconomic climate throughout the year in Brazil, the volume decline eased towards the end of the period - thanks to the outperformance of light construction solutions - and some macroeconomic
  indicators are improving (falling interest rates, inflation under control, stimulus plan). Saint-Gobain saw market share gains in Mexico and benefited from the highly successful integration of Impac (construction chemicals: waterproofing). Other countries benefited from an increase in sales prices, an enriched mix, and a geographic footprint and product range extended by bolt-on acquisitions. The Group has successfully replaced 25% of its natural gas with biogas at its glass plant in Jacarei near São Paulo, and 100% at its mortars plant in Rio de Janeiro.

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Financial results

D - Asia-Pacific: good sales momentum and record margin

		+1.3%	+5.3%	-0.4%
	-7.0%
2,132				2,123
2022 sales	Price	Volumes	Internal	2023 sales
			growth

SALES (€m)

Contents

257	267
	12.6%
12.1%
2022	2023

OPERATING INCOME (€m) and MARGIN (%)

The Region reported 5.3% organic growth over the year, with good momentum in volumes and a record operating margin at 12.6% (versus 12.1% in 2022).

India posted another year of outperformance thanks to its comprehensive and innovative range of solutions, the successful integration of recent acquisitions in insulation and the start-up of new capacity (plasterboard, glass and construction chemicals). Saint-Gobain plays a pioneering role in promoting low-carbon buildings in India: the Group has launched the first low-carbon production of plaster and the first low-carbon glass in the country, with a 40% reduction in CO2 emissions (scope 1 and 2).

In a difficult construction market in China, the Group continued to capture market share and increase volumes, thanks to its light construction solutions and its differentiated range of products and services (moisture resistance, fire resistance, improved air quality, digital marketing). The Group inaugurated its fourth plasterboard factory and its fifth gypsum factory, in Yuzhou (Henan province), thereby expanding its footprint towards inner China.

In South-East Asia, Malaysia, Singapore, Indonesia and the Philippines reported strong growth, driven by an enriched range of solutions and recent acquisitions (Best Crete in construction chemicals and Hume Cemboard Industries in light construction in Malaysia). Vietnam outperformed a difficult market in 2023 thanks to the rollout of personalized logistics and digital services.

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