Saint Gobain : Official convening notice, published in the French BALO dated April 5, 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

542 039 532 R.C.S. Nanterre

Notice of meeting

Shareholders of Compagnie de Saint-Gobain (the "Company") are convened to the Combined General Meeting on June 8, 2023, at 3:00 p.m. at Salle Pleyel, 252 rue du Faubourg-Saint-Honoré,75008 Paris, France, to vote on the following agenda and draft resolutions:

Agenda

Ordinary Meeting:

1°- Approval of the Company's non-consolidated financial statements for 2022.

2° - Approval of the Company's consolidated financial statements for 2022.

3° - Appropriation of income and determination of the dividend.

4° - Renewal of Ms. Dominique Leroy's term of office as a Director.

5° - Appointment of Ms. Jana Revedin as a Director.

6° - Approval of the compensation components paid during the 2022 fiscal year, or granted in respect of the same fiscal year, to Mr. Pierre-André de Chalendar, Chairman of the Board of Directors.

7° - Approval of the compensation components paid during the 2022 fiscal year, or granted in respect of the same fiscal year, to Mr. Benoit Bazin, Chief Executive Officer.

8° - Approval of the information relating to the corporate officers' and Directors' compensation referred to in L. 22-10-9 I of the French Commercial Code and included in the report of the Board of Directors on corporate governance.

9° - Approval of the compensation policy of the Chairman of the Board of Directors for 2023.

10° - Approval of the compensation policy of the Chief Executive Officer for 2023.

11° - Approval of the compensation policy of the Directors for 2023.

12° - Determination of the total annual compensation of the Directors.

13° - Authorization given to the Board of Directors to trade in the Company's shares.

Extraordinary Meeting:

14° - Delegation of authority granted to the Board of Directors to increase the share capital through the issue, with preferential subscription rights, of Company shares or securities giving access to the share capital of the Company or its subsidiaries through the issue of new shares, up to a maximum nominal amount of four hundred and twelve million euros (shares) excluding any adjustment, representing approximately 20% of the share capital, the amounts specified in the fifteenth, sixteenth, seventeenth, eighteenth, and nineteenth resolutions being set off against this limit, and one and half billion euros (securities in the form of debt securities giving access to the share capital of the Company or its subsidiaries), the amounts specified in fifteenth, sixteenth, and seventeenth resolutions for the issuance of securities in the form of debt securities giving access to the share capital of the Company or its subsidiaries being set off against this limit.

15° - Delegation of authority granted to the Board of Directors to issue, without preferential subscription rights but with the possibility of granting a priority period for shareholders, by public offering other than those referred to in Article L.411- 2 of the French Monetary and Financial Code, Company shares or securities giving access to new shares in the Company or its subsidiaries, or new shares in the Company to which entitlement would be granted by securities to be issued, where applicable, by subsidiaries, up to a maximum nominal amount of two hundred and six million euros (shares) excluding any applicable adjustment, representing approximately 10% of the share capital, the amounts specified in the sixteenth, seventeenth, and eighteenth resolutions being set off against this limit, and one and a half billion euros (securities in the form of debt securities giving access to the share capital of the Company or its subsidiaries), the amounts specified in the sixteenth, and seventeenth resolutions for the issuance of securities in the form of debt securities giving access to the share capital of the Company or its subsidiaries being set off against this limit, the amounts of the share capital increase

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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.

and the issue of debt securities being set off against the corresponding maximum amounts specified in the fourteenth resolution.

16° - Delegation of authority granted to the Board of Directors to issue, without preferential subscription rights, Company shares or securities giving access to new shares in the Company or its subsidiaries, or new shares in the Company to which entitlement would be granted by securities to be issued, where applicable, by subsidiaries, by public offering referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, up to a maximum nominal amount of two hundred and six million euros (shares) excluding any applicable adjustment, representing approximately 10% of the share capital, and one and a half billion euros (securities in the form of debt securities giving access to the share capital of the Company or its subsidiaries), the amounts of the share capital increase and the issue of debt securities being set off against the corresponding maximum amounts specified in the fifteenth resolution.

17° - Delegation of authority granted to the Board of Directors to increase the number of securities to be issued in the event that the issue, with or without preferential subscription rights, of shares or securities giving access to the share capital, is oversubscribed, within the legal and regulatory limits (15% of the initial issue at the date of this Meeting) and subject to the limits specified in the resolutions which decided the initial issue.

18° - Delegation of authority granted to the Board of Directors to increase, without preferential subscription rights, the share capital by up to a maximum of 10%, excluding any applicable adjustment, in consideration of contributions in kind consisting of equity securities or securities giving access to the share capital, the amounts of the share capital increase and of the issuance of securities being set off against the limit specified in the fifteenth resolution.

19° - Delegation of authority granted to the Board of Directors to increase the share capital through the capitalization of share premiums, reserves, profits, or other amounts, up to a maximum nominal amount of one hundred and three million euros excluding any applicable adjustment, representing approximately 5% of the share capital, such amount being set off against the limit specified in the fourteenth resolution.

20° - Authority granted to the Board of Directors to set, in accordance with the terms determined by the General Meeting, the issue price by the Company of shares or securities giving access to the share capital, by public offering without preferential subscription rights, up to 10% of the share capital per 12-month period.

21° - Delegation of authority granted to the Board of Directors to carry out, without preferential subscription rights, equity securities issues reserved for the members of the employee savings plans, up to a maximum nominal amount of fifty-two million euros excluding any applicable adjustment, representing approximately 2.5% of the share capital.

22° - Authorization given to the Board of Directors to reduce the share capital by cancelling Company shares representing up to 10% of the capital of the Company per 24-month period.

23° - Amendments to the bylaws relating to the increase of the minimum number of Company shares to be held by Directors.

24° - Powers to carry out formalities.

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Draft resolutions.

Ordinary Meeting:

First resolution (Approval of the Company's non-consolidated financial statements for 2022). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, having considered the reports of the Board of Directors and the statutory auditors, approve the Company's non-consolidatedfinancial statements for the fiscal year ended December 31, 2022 as presented, as well as the transactions reflected in these financial statements and summarized in these reports.

Second resolution (Approval of the Company's consolidated financial statements for 2022). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, having considered the reports of the Board of Directors and the statutory auditors, approve the Company's consolidated financial statements for the fiscal year ended December 31, 2022 as presented, as well as the transactions reflected in these financial statements and summarized in these reports.

Third resolution (Appropriation of income and determination of the dividend). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, having noted that the financial statements prepared as at December 31, 2022 and approved by this General Meeting show net income for the 2022 fiscal year amounting to €1,496,282,291.51 and retained earnings at December 31, 2022 amounting to €7,169,179,972.56, yielding total distributable earnings of €8,665,462,264.07, approve the proposal made by the Board of Directors with respect to the appropriation of profits, and resolve to allocate distributable earnings as follows:

• to dividend distribution:
• a first dividend of €102,412,664.00, in accordance with Article 20 paragraph 4, 2° of the Company's bylaws,

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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.

• an additional dividend of €921,713,976.00, representing a total dividend payment of €1,024,126,640.00,
• the appropriation of €7,641,335,624.07 to retained earnings.

The total amount of the distribution referred to above is calculated on the basis of the number of shares carrying dividend rights as of January 31, 2023, i.e., 512,063,320 shares, and may vary if the number of shares carrying dividend rights changes between January 31, 2023 and the ex-dividend date, depending in particular on the number of treasury shares held.

The dividend is set at €2.00 per share for each share carrying dividend rights. The ex-dividend date will be June 12, 2023, and the dividend will be paid as from June 14, 2023. It is specified that in the event that the Company holds some of its own shares on the ex-dividend date, the corresponding dividend amounts not paid on these will be allocated to retained earnings.

In accordance with the law, the General Meeting notes that for the last three fiscal years preceding the 2022 fiscal year, the amounts of dividends paid were as follows:

	Fiscal			Number of shares			Dividend per			Total dividends distributed
			on which a
	year					share (in euros)			(in euros)
			dividend was paid
2019		0		0		0
2020		525,057,461		1.33		698,326,423.13
2021		512,006,300		1.63		834,570,269.00

Dividends distributed in 2021 and 2022, for the years 2020 and 2021 respectively, for individual shareholders who are French tax residents, were subject to a single standard tax rate of 30%, or, by option, to the application of the income tax progressive scale following the 40% deduction provided for under Article 158, 3.2° of the French General Tax Code and social taxes.

No dividend has been distributed in 2020, in respect of the 2019 fiscal year.

Fourth resolution (Renewal of Ms. Dominique Leroy's term of office as a Director). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, having considered the report of the Board of Directors, and having noted that the term as Director of Ms. Dominique Leroy expires at the close of this General Meeting, resolve to renew the term of office of Ms. Dominique Leroy as a Director.

This term of office is approved for a period of four years expiring at the close of the General Meeting to be called to approve the financial statements for the year ending December 31, 2026.

Fifth resolution (Appointment of Ms. Jana Revedin as a Director). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, having considered the report of the Board of Directors, resolve to appoint Ms. Jana Revedin as a Director.

This term of office is approved for a period of four years expiring at the close of the General Meeting to be called to approve the financial statements for the year ending December 31, 2026.

Sixth resolution (Approval of the compensation components paid during the 2022 fiscal year, or granted in respect of the same fiscal year, to Mr. Pierre-André de Chalendar, Chairman of the Board of Directors). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, in compliance with Article L. 22-10-34II of the French Commercial Code, and having considered the report of the Board of Directors, approve the compensation components paid during the 2022 fiscal year, or granted in respect of the same fiscal year, to Mr. Pierre-Andréde Chalendar, Chairman of the Board of Directors, as set out in the report of the Board of Directors on corporate governance referred to in Article L. 225-37of the French Commercial Code.

Seventh resolution (Approval of the compensation components paid during the 2022 fiscal year, or granted in respect of the same fiscal year, to Mr. Benoit Bazin, Chief Executive Officer). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, in compliance with Article L. 22-10-34II of the French Commercial Code, and having considered the report of the Board of Directors, approve the compensation components paid during the 2022 fiscal year, or granted in respect of the same fiscal year, to Mr. Benoit Bazin, Chief Executive officer, as set out in the report of the Board of Directors on corporate governance referred to in Article L. 225-37of the French Commercial Code.

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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.

Eighth resolution (Approval of the information relating to the corporate officers' and Directors' compensation referred to in Article L. 22-10-9 I of the French Commercial Code and included in the report of the Board of Directors on corporate governance). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, in compliance with Article L. 22-10-34I of the French Commercial Code, and having considered the report of the Board of Directors, approve the information referred to in Article L. 22-10-9I of the French Commercial Code, as set out in the report of the Board of Directors on corporate governance referred to in Article L. 225-37of the French Commercial Code.

Nineth resolution (Approval of the compensation policy of the Chairman of the Board of Directors for 2023). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, in compliance with Article L. 22-10-8II of the French Commercial Code, and having considered the report of the Board of Directors, approve the compensation policy of the Chairman of the Board of Directors for 2023, as set out in the report of the Board of Directors on corporate governance referred to in Article L. 225-37of the French Commercial Code.

Tenth resolution (Approval of the compensation policy of the Chief Executive Officer for 2023). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, in compliance with Article L. 22-10-8II of the French Commercial Code, and having considered the report of the Board of Directors, approve the compensation policy of the Chief Executive Officer for 2023, as set out in the report of the Board of Directors on corporate governance referred to in Article L. 225-37of the French Commercial Code.

Eleventh resolution (Approval of the compensation policy of the Directors for 2023).- The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, in compliance with Article L. 22-10-8II of the French Commercial Code, and having considered the report of the Board of Directors, approve the compensation policy of the Directors for 2023, as set out in the report of the Board of Directors on corporate governance referred to in Article L. 225-37of the French Commercial Code.

Twelfth resolution (Determination of the total annual compensation of the Directors). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, having considered the report of the Board of Directors, decide to determine the total annual compensation of the Directors to a maximum of €1,300,000 for the current fiscal year and for each subsequent fiscal year until otherwise determined by the General Meeting.

Thirteenth resolution (Authorization given to the Board of Directors to trade in the Company's shares). - The shareholders in Ordinary Meeting, fulfilling corresponding conditions of quorum and majority, having considered the report of the Board of Directors, authorize the Board of Directors to buy back or arrange for the buyback of Company shares, in accordance in particular with Articles L.22-10-62et seq. of the French Commercial Code, European (EU) Regulation No. 596/2014 dated April 16, 2014, and the delegated regulations taken for its application, the French Financial Markets Authority (AMF)'s General Rules and the latter's authorization of a market practice, for the purpose of:

• 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 entered into 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 this Meeting of the twenty-second resolution below,
• 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.

Shares may be purchased, sold, transferred or exchanged at any time, except during a public tender offer period involving Company's shares, and by any means, in accordance with regulations in force, on one or more occasions, on or off the stock market, over the counter, in whole or in part in blocks of shares, by public tender offer in cash or in shares, by using options or derivatives, either directly or indirectly through the intermediation of an investment services provider, or in any other way.

The shareholders set the maximum purchase price at one hundred (100) euros per share and set the maximum number of shares that may be bought back since the beginning of the share buyback program at 10% of the total number of shares making up the share capital of the Company as of the date of this General Meeting, it being specified that the number of shares acquired with

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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.

a view to retaining them for subsequently delivering them as payment or in exchange as part of mergers, split-ups or contributions may not exceed 5% of the Company's share capital as of such date, and that the Company may not hold more than 10% of its share capital, either directly or indirectly.

For information purposes, as at March 1, 2023, the theoretical maximum amount of funds that the Company would be able to invest in these purchases would thus be €5,157,690,800, corresponding to 51,576,908 shares acquired at a price of one hundred (100) euros each.

The General Meeting delegates authority to the Board of Directors, in the event of transactions on the Company's share capital, and in particular an increase in capital through the capitalization of reserves, the allocation of free shares, a stock split or reverse stock split, the distribution of reserves or any other assets, impairment of share capital or any other transaction involving share capital or shareholders' equity, to adjust the maximum price above-mentioned to take into account the impact of these transactions on the stock value.

The General Meeting gives full powers to the Board of Directors with powers to sub-delegate under the conditions set out by law, to use this authorization, in particular to give any and all orders, enter into any and all agreements, allocate or reallocate the shares acquired to the objectives pursued under the applicable legal and regulatory conditions, set the terms and conditions under which the rights of holders of securities giving access to the share capital or other rights giving access to the share capital will be preserved, if applicable, in accordance with legal and regulatory provisions and, if applicable, contractual provisions providing for other cases of adjustment, prepare all documents and press releases, carry out any and all formalities and make all appropriate declarations to the authorities, and in general take all necessary measures.

The authorization is granted for a period of eighteen (18) months as from the date of this General Meeting. It supersedes, for the unexpired period and cancels any unused portion of the authorization granted in the sixteenth resolution of the Combined General Meeting of June 2, 2022.

Extraordinary Meeting:

Fourteenth resolution (Delegation of authority granted to the Board of Directors to increase the share capital through the issue, with preferential subscription rights, of Company shares or securities giving access to the share capital of the Company or its subsidiaries through the issue of new shares, up to a maximum nominal amount of four hundred and twelve million euros (shares) excluding any adjustment, representing approximately 20% of the share capital, the amounts specified in the fifteenth, sixteenth, seventeenth, eighteenth, and nineteenth resolutions being set off against this limit, and one and half billion euros (securities in the form of debt securities giving access to the share capital of the Company or its subsidiaries), the amounts specified in fifteenth, sixteenth, and seventeenth resolutions for the issuance of securities in the form of debt securities giving access to the share capital of the Company or its subsidiaries being set off against this limit.). - The shareholders in Extraordinary Meeting, fulfilling corresponding conditions of quorum and majority, having considered the report of the Board of Directors and the special report of the statutory auditors, and in accordance with French company law, in particular Articles L.225-129-2, L.225-132, L.225-133, L.225-134,and L.228-91to L.228-93of the French Commercial Code, and after having confirmed that the share capital is entirely paid up:

1/ Delegate authority to the Board of Directors, with powers to sub-delegate under the conditions set out by law, to decide to increase the share capital, on one or more occasions, at its sole initiative, in such proportion and at such times as it deems appropriate, except during a public tender offer period involving Company's shares, on the French, foreign and/or international markets, by issuing, with preferential subscription rights:

1. Company shares; or
2. securities governed by Articles L.228-92 paragraph 1 or L.228-93 paragraphs 1 and 3 of the French Commercial Code giving access, immediately or over time, at any time or on a set date, through subscription, conversion, exchange, reimbursement, presentation of a warrant or any other manner, to the Company's share capital or that of other companies of which the Company owns more than half of the share capital directly or indirectly (Subsidiaries), including equity securities giving the right to the allocation of debt securities,

it being specified that:

• the shares may be paid up either in cash, or by offsetting receivables, or by incorporating reserves, profits or premiums,
• securities (other than shares) may be denominated in euros, foreign currencies or any monetary unit established by reference to a set of currencies,

2/ Resolve that this delegation of authority to the Board of Directors is valid for a period of twenty-six months from the date of this General Meeting.

3/ Set, if the Board of Directors uses this delegation of authority:

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