Compagnie de Saint-Gobain — Capital/Financing Update 2014

Dec 22, 2014

FINAL TERMS

22 December 2014

Compagnie de Saint-Gobain

Issue of EUR 30,000,000 3.00 % Notes due 23 December 2049 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 17 July 2014 and a supplement to it dated 7 August 2014 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.

1.	(i)	Series Number:	30
	(ii)	Tranche Number:	1
2.		Specified Currency:	Euro ("EUR")
3.	Aggregate Nominal Amount of Notes admitted to trading:
	(i)	Series:	EUR 30,000,000
	(ii)	Tranche:	EUR 30,000,000
4.		Issue Price:	100.00 % of the Aggregate Nominal Amount
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:	23 December 2014
	(ii)	Interest Commencement Date:	Issue Date
7.		Maturity Date:	23 December 2049
8.		Interest Basis:	3.00 % Fixed Rate
			(further particulars specified below, see "Provisions to Interest (if any) Payable")

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:	19 February 2014 (Board Authorisation) and 11 December 2014 (Decision to Issue)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.	Fixed Rate Note Provisions	Applicable
(i)	Rate of Interest:	3.00 % per annum payable in arrear on each Interest Payment Date
(ii)	Interest Payment Date:	23 December in each year, commencing on 23 December 2015 up to, and including, the Maturity Date, in each case subject to adjustment in accordance with the Following Business Day Convention
(iii)	Fixed Coupon Amount(s):	Not Applicable
(iv)	Broken Amount(s):	Not Applicable
(v)	Day Count Fraction:	Actual/Actual (ICMA), unadjusted
(vi)	Determination Date(s):	23 December in each year
14.	Floating Rate Note Provisions	Not Applicable
15.	Zero Coupon Note Provisions	Not Applicable

PROVISIONS RELATING TO REDEMPTION

16.	Call Option:	Not Applicable
17.	Put Option:	Not Applicable
18.	Final Redemption Amount of each Note:	At par
19.	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

20.	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):	TARGET 2
22.	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):	No
23.	Redenomination:	Not Applicable
	Signed on behalf of the Issuer:
By:

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TRADING

(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:	GBP 300

2. RATINGS

Ratings: The Notes to be issued are expected to be rated:

S & P: BBB

Moody's: Baa2

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 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.

4. YIELD (Fixed Rate Notes only)

Indication of yield:

3.00 % per annum

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:	XS1156606839
Common Code:	115660683
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

6. U.S. SELLING RESTRICTIONS

US Selling Restrictions: TEFRA D