Compagnie de Saint-Gobain

Capital/Financing Update • Jun 22, 2018

FINAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

22 June 2018

Compagnie de Saint-Gobain

Issue of EUR 300,000,000 FRN Senior Unsecured Notes due 25 June 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 July 12, 2017 and supplements to it dated 24 August 2017 and 1 March 2018, 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. The Base Prospectus and any supplement(s) thereto will be published electronically on the website of the London Stock Exchange $p|c$ 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.		Series Number:	39
	(ii)	Tranche Number:	1
2.	Specified Currency:		Euro ("EUR")
3.	Aggregate Nominal Amount of Notes admitted to trading:
	(i)	Series:	EUR 300,000,000
	(ii)	Tranche:	EUR 300,000,000

$\boldsymbol{4}$ .		Issue Price:	100.182%, of the Aggregate Nominal Amount
5.	(i)	Specified Denominations:	EUR 100,000
	(ii)	Calculation Amount:	EUR 100,000
6.	(i)	Issue Date:	25 June 2018
	(ii)	Interest Commencement Date:	Issue Date
7.	Maturity Date:		25 June 2020
8.	Interest Basis:		3-month Euribor Floating Rate $+$ 0.23%
			(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.	Notes:	Date(s) of relevant corporate authorisations for issuance of	22 February 2018 (Board Authorisation) and 18 June 2018 (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 in arrears
(ii)	Specified Interest Payment Dates:	25 March, 25 June, 25 September and 25 December in each year, subject to adjustment in accordance with the Business Day Convention set out in (iv) below
(iii)	First Interest Payment Date:	25 September 2018
(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):	Deutsche Bank AG (the Agent)
(viii)	Screen Rate Determination:	Applicable
	• Reference Rate:	EURIBOR
	• Designated Maturity:	3 months
	• Relevant Screen Page:	Reuters Screen EURIBOR01 Page
	• Relevant Time:	11.00 a.m. Central European Time
(ix)	ISDA Determination:	Not Applicable
(x)	CMS Rate	Not Applicable
$(x_i)$	Linear Interpolation:	Not Applicable
(xii)	Margin(s):	$+0.23\%$ per annum
(xiii)	Minimum Rate of Interest:	0.000%
(xiv)	Maximum Rate of Interest:	Not Applicable
$\left( xy\right)$	Day Count Fraction:	Actual/360
(xvi)	Interest Determination Date(s):	2 business days prior to each Interest Period
(xvii)	Range Accrual:	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
18.	Call Option:	Not Applicable
19.	Put Option:	Not Applicable
20.	Final Redemption Amount
(i)	Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes:	At par

$(ii)$ Inflation Linked Redemption: Not Applicable

$(i)$

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: $\mathbf{By:}$
Duly authorised ADIL RELD		UI

PART B-OTHER INFORMATION

$\mathbf{1}$ . LISTING AND ADMISSION TRADING

(i)	Admission to trading:	Application has been 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 related to admission to trading:	GBP 4,500

$2.$ RATINGS

Ratings:

The Notes to be issued are expected to be rated: S & P: BBB (stable) Moody's: Baa2 (stable)

$3.$ 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.

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

Indication of yield:

Not Applicable

$5.$ OPERATIONAL INFORMATION

ISIN Code:	XS1844215696
Common Code:	184421569
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):

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. DISTRIBUTION

U.S. Selling Restrictions:	TEFRAD
Stabilisation Manager(s) (if any):	Not Applicable