Compagnie de Saint-Gobain

Capital/Financing Update • Sep 26, 2016

FINAL TERMS

26 September 2016

Compagnie de Saint-Gobain

Issue of EUR 1,000,000,000 0.000% Notes due 27 March 2020 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 27 July 2016 and supplement to it dated 7 September 2016 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC), as amended (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. The Base Prospectus and any supplement(s) thereto will be published electronically on the website of the London Exchange Stock plc at www.londonstockexchange.com/exchange/news/market-news/market-newshome.html. 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:	32
	(ii)	Tranche Number:	1
2.	Specified Currency:		Euro ("EUR")
3.	Aggregate Nominal Amount of Notes admitted to trading:
	(i)	Series:	EUR 1,000,000,000
	(ii)	Tranche:	EUR 1,000,000,000
4.	Issue Price:		99.596%, of the Aggregate Nominal Amount
5.	(i)	Specified Denominations:	$€100,000$ and higher integral multiples of EUR 100,000 in excess thereof
	(ii)	Calculation Amount:	€100,000
6.	(i)	Issue Date:	27 September 2016
	(ii)	Interest Commencement Date:	Issue Date
7.		Maturity Date:	27 March 2020

8.	Interest Basis:	0.000% Fixed Rate
		(further particulars specified below)
9.	Redemption/Payment Basis:	Redemption 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 2016 (Board Authorisation) and 14 September 2016 (Decision to Issue)
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.	Fixed Rate Note provisions	Applicable
(i)	Rate(s) of Interest:	0.000%, per annum payable in arrear on each Interest Payment Date
(ii)	Interest Payment Date(s):	27 March in each year commencing on 27 March 2017 up to, and including, the Maturity Date, in each case in accordance with the Following Business Day Convention
(iii)	Fixed Coupon Amount(s):	EUR 0.00 per Calculation Amount
(iv)	Broken Amount(s):	EUR 0.00 per Calculation Amount, payable on the Interest Payment Date falling on 27 March 2017
(v)	Day Count Fraction:	Actual/Actual (ICMA)
(vi)	Determination Date(s):	27 March in each year
(vii)	Range Accrual:	Not Applicable
14.	Floating Rate Note provisions	Not Applicable
15.	Range Accrual Notes	Not Applicable
16.	Inflation Linked Notes provisions	Not Applicable
17.	Zero Coupon Note provisions	Not Applicable
PROVISIONS RELATING TO REDEMPTION

Call Option: 18. Not Applicable Put Option: 19. Not Applicable

• Final Redemption Amount 20.
• $(i)$ Fixed Rate Notes, Floating Rate
  Notes and Zero Coupon Notes: At par
• $(ii)$ Inflation Linked Redemption: Not Applicable
• Early Redemption Amount of
  each Note payable on redemption $21.$ At par for taxation reasons or on event of default or other early redemption:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

22.	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
23.	New Global Note ("NGN")	Yes
24.	Financial Centre(s):	TARGET
25.	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):	No.
26.	Redenomination:	Not Applicable

Signed on behalf of the Issuer:
By:
Duly authorised	Paniel Biomeix

PART B-OTHER INFORMATION

LISTING AND ADMISSION TRADING $1.$

• $(i)$ Admission to trading: Application will 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 3,650
• related to admission to trading:

$2.$ RATINGS

Ratings:

$\lambda_{\rm B}$

The Notes to be issued are expected to be rated:

S & P: BBB (stable)

Moody's: Baa2 (stable)

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

Save for any fees payable to the Joint Lead Managers and 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 financing, 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. For the purposes of this paragraph, the term "affiliates" shall also include parent companies.

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

Indication of yield:

$0.116%$

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

OPERATIONAL INFORMATION 5.

ISIN Code:	XS1493428426
Common Code:	149342842
Book-entry clearing systems	Euroclear Bank S.A./N.V./Clearstream Banking, société anonyme

Delivery:	Delivery against payment
Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
Intended to be held in a manner which would allow Eurosystem eligibility:	Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the International Central Securities Depositaries ("ICSDs") as common safekeeper, and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that the Eurosystem eligibility criteria have been met.

6. U.S. SELLING RESTRICTIONS

U.S. Selling Restrictions:

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TEFRA D