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Compagnie de Saint-Gobain

Capital/Financing Update Sep 20, 2018

1640_rns_2018-09-20_f51eef9e-7dfd-4f26-a7eb-e86b8e468944.pdf

Capital/Financing Update

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FINAL TERMS

MIFID II PRODUCT GOVERNANCE/ PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

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 (as amended, the "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 the Prospectus Directive (as defined below). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, 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.

20 September 2018

Compagnie de Saint-Gobain

Legal entity identifier (LEI): NFONVGN05Z0FMN5PEC35

Issue of EUR 500,000,000 1.875% Notes due 21 September 2028 (the "Notes")

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 13 July 2018 and supplement(s) to it dated 24 August 2018 which together constitute(s) 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 plc at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.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.

$\mathbf{1}$ . Series Number: $(i)$

(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: 99.396%, of the Aggregate Nominal Amount
5. (i) Specified Denominations: $€100,000$ and higher integral multiples of
$€100,000$ in excess thereof
(ii) Calculation Amount: €100,000
6. (i) Issue Date: 21 September 2018
(ii) Interest Commencement
Date:
Issue Date
7. Maturity Date: 21 September 2028
8. Interest Basis: 1.875%
Fixed
(further
Rate
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 12
September 2018 (Decision to Issue)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13. Fixed Rate Note provisions Applicable
(i) Rate(s) of Interest: 1.875%, per annum payable in arrear on each
Interest Payment Date
(ii) Interest Payment Date(s): 21 September in each year commencing on 21
September 2019 up to, and including, the
Maturity Date, in each case in accordance with
the Modified Following Unadjusted Business
Day Convention
(iii) Fixed Coupon Amount(s): EUR 1,875 per Calculation Amount
(iv) Broken Amount(s): Not applicable
(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Determination Date(s): 21 September 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

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
21. 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

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

New Global Note ("NGN") $23.$

Yes

  • Financial Centre(s): $24.$ TARGET
    1. Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):
  • Redenomination: Not Applicable

$\rm No$

Signed on behalf of the fisure Adil BELMESDOUB By: Duly authorised $\leq$

PART B-OTHER INFORMATION

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

(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
related to admission to
trading:
£4,560

$2.$ RATINGS

Ratings:

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 $31$ 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:

1.942%

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

5. OPERATIONAL INFORMATION

ISIN Code: XS1881593971
Common Code: 188159397
FISN/s: Not Applicable
CFI code/s Not Applicable
Book-entry clearing systems 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 registered in the
name of a nominee of one of the ICSDs acting
as common safekeeper, that is held under the
New Safekeeping Structure for registered
global securities, 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.

DISTRIBUTION $6.$

U.S. Selling Restrictions:
Stabilisation Manager(s) (if any):

TEFRA D Société Générale

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