Compagnie de Saint-Gobain

Capital/Financing Update • Mar 12, 2015

FINAL TERMS

12 March 2015

Compagnie de Saint-Gobain

Issue of EUR 500,000,000 Floating Rate Notes due 14 September 2016 under the EUR 15,000,000,000 Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 17 July 2014 and supplements to it dated 7 August 2014 and 2 March 2015 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. 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.	(i)	Series Number:	31
	(ii)	Tranche Number:	1
2.		Specified Currency:	Euro ("EUR")
3.	Aggregate Nominal Amount of Notes admitted to trading:
	(i)	Series:	EUR 500,000,000
	(ii)	Tranche:	EUR 500,000,000
4.		Issue Price:	100.00 % of the Aggregate Nominal Amount
5.	(i)	Specified Denominations:	EUR 100,000 and higher integral multiples of EUR 1,000 in excess thereof
	(ii)	Calculation Amount:	EUR 1,000
6.	(i)	Issue Date:	13 March 2015
	(ii)	Interest Commencement Date:	Issue Date
7.		Maturity Date:	14 September 2016
8.		Interest Basis:	3 month EURIBOR + 0.27 % Floating Rate
			(further particulars specified below), see "Provisions to Interest (if any) Payable"

9.	Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at par
10.	Change of Interest Basis:	Not Applicable
11.	Put/Call Options:	Not Applicable
12.	Date(s) of relevant corporate authorisations for issuance of Notes:	25 February 2015 (Board Authorisation) and 3 March 2015 (Decision to Issue)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.	Fixed Rate Note Provisions	Not Applicable
14.	Floating Rate Note Provisions	Applicable
(i)	Interest Period(s)	Quarterly
(ii)	Specified Interest Payment Dates:	Every 14 March, June, September and December in each year, with a long first coupon on 14 June 2015, up to and including the Maturity Date, in each case subject to adjustment in accordance with the Business Day Convention set out in (iv) below
(iii)	First Interest Payment Date:	15 June 2015
(iv)	Business Day Convention:	Modified Following Business Day Convention
(v)	Business Centre(s):	TARGET
(vi)	Manner in which the Rate(s) of Interest is/are to be determined:	Screen Rate Determination
(vii)	Party responsible for calculating the Rate(s) of Interest and/or Interest Amount (if not the Agent):	Not Applicable
(viii)	Screen Rate Determination:
	• Reference Rate:	3 month EURIBOR
	• Interest Determination Date(s):	The second TARGET Business Day prior to the start of each Interest Period
	• Relevant Screen Page:	Reuters page EURIBOR01 (or any successor or replacement page)
(ix)	ISDA Determination:	Not Applicable
(x)	$Margin(s)$ :	$+0.27$ % per annum

$(x_i)$	Minimum Rate of Interest:	Not Applicable
(xii)	Maximum Rate of Interest:	Not Applicable
(xiii)	Day Count Fraction:	Actual/360
15.	Zero Coupon Note Provisions	Not Applicable

$\langle \sigma \rangle$

PROVISIONS RELATING TO REDEMPTION

16.	Call Option:	Not Applicable
17.	Put Option:	Not Applicable
18.	Final Redemption Amount of each Note:	At par
19.	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

Duly authorised

20.	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
21.	Financial Centre(s):	TARGET
22.	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):	N 0
23.	Redenomination:	Not Applicable
By:	Signed on behalf of the Issuer: Duly authorized

PART B-OTHER INFORMATION

$1.$ LISTING AND ADMISSION 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. $(ii)$ Estimate of total expenses GBP 3,600 related to admission to trading:

$2.$ RATINGS

Ratings:

The Notes to be issued are expected to be rated:

S & P: BBB

Moody's: Baa2

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $3.$ 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 Dealers and their 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:

Not Applicable

5. OPERATIONAL INFORMATION

ISIN Code:	XS1200288048
Common Code:	120028804
Book-entry clearing systems	Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme

Delivery:

Delivery against payment

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

6. U.S. SELLING RESTRICTIONS

US Selling Restrictions:

TEFRA D