Compagnie de Saint-Gobain — Capital/Financing Update 2013

Jul 2, 2013

FINAL TERMS

2 July 2013

Compagnie de Saint-Gobain

Issue of EUR 70,000,000 2.875% Notes due 5 December 2023 (the "Notes") to be consolidated and form a single series with the existing EUR 164,000,000 2.875% Notes due 5 December 2023 issued on 5 June 2013 (the "Existing Notes") under the EUR 12,000,000,000 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 19 September 2012 and a supplement to it dated 22 March 2013 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. The Base Prospectus has been published on Issuer's website.

1.	(i)	Series Number:	25
	(ii)	Tranche Number:	$\overline{2}$
			The Notes will be consolidated and form a single series with the Existing Notes on the Issue Date.
2.		Specified Currency:	EUR
3.	Aggregate Nominal Amount of Notes admitted to trading:
	(i)	Series:	EUR 234,000,000
	(ii)	Tranche:	EUR 70,000,000
4.	Issue Price:		94.648 per cent. of the Aggregate Nominal Amount of the Tranche plus EUR 154,383.56 accrued interest for the period from, and including 5 June 2013 to, but excluding, the Issue Date.
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:	3 July 2013
	(ii)	Interest Commencement Date:	5 June 2013
7.	Maturity Date:		5 December 2023
8.	Interest Basis:		2.875 per cent. Fixed Rate (further particulars specified below)
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:	20 February 2013 (Board Authorisation) and 21 June 2013 (Decision to Issue).

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.	Fixed Rate Note Provisions:	Applicable
(i)	Rate(s) of Interest:	2.875 per cent. per annum payable annually in arrear on each Interest Payment Date.
(ii)	Interest Payment Date(s):	5 December in each year commencing on 5 December 2013 up to, and including, the Maturity Date, in each case in accordance with the Following Business Day Convention.
(iii)	Fixed Coupon Amount(s):	EUR 28.75 per Calculation Amount
(iv)	Broken Amount(s):	On the first Interest Payment Date falling on 5 December 2013, the following Broken Amount shall be due on the Notes: EUR 14.4144 per Calculation Amount.
(v)	Day Count Fraction:	Actual/Actual (ICMA) (unadjusted)
(vi)	Determination Date(s):	5 December in each year
14.	Floating Rate Note Provisions:	Not applicable
15.	Zero Coupon Note Provisions:	Not applicable
PROVISIONS RELATING TO REDEMPTION
16.	Call Ontion:	Not applicable

16.	Call Option:	Not applicable
17.	Put Option:	Not applicable

• 1. Final Redemption Amount of each At par Note:
• 1. Early Redemption Amount of each Note At par payable on redemption for taxation reasons or on event of default or other early redemption:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. 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): Not applicable

• 1. Talons for future Coupons to be No attached to Definitive Notes (and dates on which such Talons mature):
• 1. Redenomination: Not applicable

Signed on behalf of the Issuer:

By: Yann LANGLALS Duly authorised

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TRADING

• $(i)$ 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 3 July 2013. The Existing Notes are already listed and admitted to trading on the London Stock Exchange. $(ii)$ Estimate of total expenses related to GBP 2,700
• admissions to trading:

$\overline{2}$ . 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 ISSUE $3.$

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.

$4.$ YIELD (Fixed Rate Notes only)

5.

Indication of yield:	3.495 per cent.
	The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
OPERATIONS INFORMATION
ISIN Code:	The Notes will assume the same ISIN Code as the Existing Notes as follows:
	XS0938999629
Common Code:	The Notes will assume the same Common

093899962

Book-entry clearing systems:

Euroclear Bank S.A./N.V., Clearstream Banking, societe anonyme

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