Compagnie de Saint-Gobain

Capital/Financing Update • May 2, 2019

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.

2 May 2019

Compagnie de Saint-Gobain

Legal entity identifier (LEI): NFONVGN05Z0FMN5PEC35 Issue of EUR 100,000,000 1.875% Notes due 3 May 2035 (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 supplements to it dated 24 August 2018 and 27 February 2019 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 Group 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.

	(i)	Series Number:	44
	(ii)	Tranche Number:
$\overline{2}$		Specified Currency:	Euro (" $EUR$ ")
3.		Aggregate Nominal Amount of Notes admitted to trading:
	(i)	Series:	EUR 100,000,000
	(ii)	Tranche:	EUR 100,000,000
$\overline{4}$ .		Issue Price:	99.045% of the Aggregate Nominal Amount

5.	(i)	Specified Denominations:	EUR 100,000 and higher integral multiples of EUR 100,000 in excess thereof
	(ii)	Calculation Amount:	EUR 100,000
6.	(i)	Issue Date:	3 May 2019
	(ii)	Interest Commencement Date:	Issue Date
7.	Maturity Date:		3 May 2035
8.	Interest Basis:		1.875% 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:		21 February 2019 (Board Authorisation) and 29 April 2019 (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):	3 May in each year commencing on 3 May 2020 up to, and including, the Maturity Date, in each case in accordance with the Following Business Day Convention, unadjusted
(iii)		Fixed Coupon Amount(s):	EUR 1,875 per Calculation Amount
(iv)		Broken Amount(s):	Not Applicable
(v)		Day Count Fraction:	Actual/Actual (ICMA)
(v i )		Determination Date(s):	3 May in each year
(vii)		Range Accrual:	Not Applicable

ä.

Floating Rate Note provisions Not Applicable $14.$

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	At par

GENERAL PROVISIONS APPLICABLE TO THE NOTES

default or other early redemption:

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):	N o
26.	Redenomination:	Not Applicable
By:	Signed on behalf of the Issuer: Duly authorised	Adil BELTIE JOOUB

PART B - OTHER INFORMATION

LISTING AND ADMISSION TRADING $1.$

(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:	£3,375

RATINGS $2.$

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 $3.$ 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. UniCredit Bank AG 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:

1.945%

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:	XS1991268571
Common Code:	199126857
FISN/s:	Not Applicable
CFI code/s	Not Applicable
Book-entry clearing systems	Euroclear Bank S.A./N.V.

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.
DISTRIBUTION

$6.$

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

TEFRA D Not Applicable