Compagnie de Saint-Gobain

Capital/Financing Update • Nov 23, 2013

FINAL TERMS

18 October 2013

Compagnie de Saint-Gobain

Issue of EUR50,000,000 2.875% Notes due 5 December 2023 (the "Notes") to be consolidated and form a single series with the existing EUR 164,000,000 2.875% Notes due 5 December 2023 Series 25 issued on 5 June 2013 (the "Tranche 1 Notes") and the EUR 70,000,000 2.875% Notes due 5 December 2023 Series 25 issued on 3 July 2013 (the "Tranche 2 Notes" and together with the Tranche 1 Notes, the "Existing Notes") issued pursuant to the EUR 15,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used in this document are deemed to be defined as such for the purposes of the Conditions set forth in the base prospectus dated 19 September 2012 and the supplemental prospectus dated 22 March 2013 (the "Conditions") and incorporated by reference into the Base Prospectus dated 17 July 2013 and supplement to it dated 5 August 2013. This document constitutes the Final Terms of the Notes described in it for the purposes of Article 5.4 of Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") and must be read in conjunction with the Prospectus 17 July 2013 and supplement to it dated 5 August 2013, which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"), including the Conditions which are extracted from the base prospectus dated 19 September 2012 and the supplement to it dated 5 August 2013. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus.

(1)		Series Number:	25
		Tranche Number:	3
			The Notes will be consolidated and form a single series with the Existing Notes 40 days after the Issue Date.
Specified Currency:			Euro ("EUR")
Aggregate Nominal Amount of Notes admitted to trading:
	(i)	Series:	284,000,000
	(ii)	Tranche:	50,000,000
Issue Price:			94.945 per cent. of the Aggregate Nominal Amount of the Tranche plus EUR 543,493.15 accrued interest for the period from, and including 5 June 2013 to, but excluding, the

		Issue Date.
(2)	Specified Denominations:	EUR 100,000 and higher integral multiples of $€1,000$ in excess thereof
	Calculation Amount:	EUR 1,000
(3)	Issue Date:	21 October 2013
	Interest Commencement Date:	5 June 2013
	Maturity Date:	5 December 2023
	Interest Basis:	2.875 per cent. Fixed Rate (further particulars specified below), see "Provisions to Interest (if any) Payable"
	Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at par.
	Change of Interest Basis:	Not Applicable
	Put/Call Options:	Not Applicable
	Date(s) of relevant corporate authorisations for issuance of Notes:	20 February 2013 (Board Authorisation) and 14 October 2013 (Decision to Issue)
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
	Fixed Rate Note Provisions	Applicable
Rate(s) of Interest:		2.875 per cent., per annum payable in arrear on each Interest Payment Date
	Interest Payment Date(s):	5 December in each year commencing on 5 December 2013 up to, and including, the Maturity Date, in each case in accordance with the Following Business Day Convention.
	Fixed Coupon Amount(s):	EUR 28.75 per Calculation Amount
	Broken Amount(s):	On the first Interest Payment Date falling on 5 December 2013, the following Broken Amount shall be due on the Notes: EUR

Day Count Fraction:

Determination Date(s):

Floating Rate Note Provisions

14.4144 per Calculation Amount.

5 December in each year

Not Applicable

Actual/Actual (ICMA) (unadjusted)

Zero Coupon Note Provisions	Not Applicable
PROVISIONS RELATING TO REDEMPTION
Call Option:	Not Applicable
Put Option:	Not Applicable
Final Redemption Amount of each Note:	At par
Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default or other early redemption:	At par
GENERAL PROVISIONS APPLICABLE TO THE NOTES
Form of Notes:	Bearer Notes:
	Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
Financial Centre(s):	Not Applicable
Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):	No
Redenomination:	Not Applicable
Signed on behalf of the Issuer: By: LANGLAIS Yann Duly authorised

PART B-OTHER INFORMATION

LISTING AND ADMISSION $1.$ TRADING

$(i)$ Admission to trading:

Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange with effect from the Issue Date.

The Tranche 1 Notes and the Tranche 2 Notes are already listed and admitted to trading on the London Stock Exchange.

Estimate of total expenses related to $(ii)$ admission to trading:

GBP 2,700

$\overline{2}$ . RATINGS

Ratings:

The Notes to be issued are expected to be rated:

$S & P: BBB$

Moody's: Baa2

$3.$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer". The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

$\overline{4}$ . YIELD (Fixed Rate Notes only)

Indication of yield:

ISIN Code:

3.475 per cent. per annum

The vield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

OPERATIONAL INFORMATION 5.

Until the Notes have been consolidated and form a single series with the Existing Notes 40 days after the Issue Date, they will be assigned a Temporary ISIN Code as follows:

XS0984042449

Thereafter, they will assume the same ISIN Code as the Existing Notes as follows:

XS0938999629

Until the Notes have been consolidated and form a single series with the Existing Notes 40 days after the Issue Date, they will be assigned a Temporary Common Code as follows:

098404244

Thereafter, they will assume the same Common Code as the Existing Notes as follows:

Euroclear Bank S.A./N.V./Clearstream

093899962

Book-entry clearing systems:

Delivery:

Common Code:

Names and addresses of additional Not Applicable Paying Agent(s) (if any):

Delivery against payment

Banking, société anonyme

U.S. SELLING RESTRICTIONS 6.

U.S. Selling Restrictions:

TEFRAD