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Compagnie de Saint-Gobain

Capital/Financing Update Apr 17, 2018

1640_rns_2018-04-17_153e3364-f2d3-4080-a972-f36bb49c48f4.pdf

Capital/Financing Update

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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.

17 April 2018

Compagnie de Saint-Gobain

Issue of EUR 20,000,000 20-year EUR CMS Linked Notes due 18 April 2033 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 the website on $\sigma$ f the London Stock Exchange plc 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. (i) Series Number: 36
(i) Tranche Number: 1
2. Specified Currency: Euro (" $EUR$ ")
3. Aggregate Nominal Amount of
Notes admitted to trading:
$\rm(i)$ Series: EUR 20,000,000
(i) Tranche: EUR 20,000,000
4. Issue Price: 100%, of the Aggregate Nominal Amount
5. (i) Specified Denominations: EUR 100,000
(ii) Calculation Amount: EUR 100,000
6. (i) Issue Date: 18 April 2018
(ii) Interest Commencement
Date:
Issue Date
7. Maturity Date: 18 April 2033
8. Interest Basis: CMS Reference 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. Notes: Date(s) of relevant corporate
authorisations for issuance of
22 February 2018 (Board Authorisation) and 6
April 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): Annually in arrears
(ii) Specified Interest Payment Dates: 18 April in each year, subject to adjustment in
accordance with the Business Day Convention
set out in (iv) below
(iii) First Interest Payment Date: 18 April 2019
(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:
CMS Rate
(vii) Party responsible for calculating
the Rate(s) of Interest and/or
Interest Amount (if not the Agent):
Natixis
(viii) Screen Rate Determination: Not Applicable
(ix) ISDA Determination: Not Applicable
(x) CMS Rate Applicable
• Multiplier: Not Applicable
· First Relevant Screen Page: Reuters page ISDAFIX2, 20-year EUR CMS.
• First Relevant Time: Two business days prior to each Interest Period
at 11.00 a.m. Frankfurt time
• First Reference Currency: EUR
• First Designated Maturity: 18 April 2033
(xi) Linear Interpolation: Not Applicable
(xii) Margin(s): Not Applicable
(xiii) Minimum Rate of Interest: $0\%$
(xiv) Maximum Rate of Interest: 5%
$\left( xy\right)$ Day Count Fraction: 30/360
(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
19. Call Option: Not Annlicoble
18. Call Option: Not Applicable
19. Put Option: Not Applicable
20. Final Redemption Amount
$\rm(i)$ Fixed Rate Notes, Floating Rate
Notes and Zero Coupon Notes:
At par
(ii) Inflation Linked Redemption: Not Applicable

Early Redemption Amount of $21.$ At par each Note payable on redemption 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") No.
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:

By: Duly authorised Adul BELTIES DOUB

PART B - OTHER INFORMATION

$1.$ 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 375

$2.$ 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 $3.$ 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. 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.

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

Indication of yield:

Not Applicable

XS1807423105

$5.$ OPERATIONAL INFORMATION

ISIN Code:

-------------
Common Code: 180742310
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): Calculation Agent:
Natixis
40 avenue des Terroirs de France
75012 Paris
France
Intended to be held in a manner
which would allow Eurosystem
eligibility:
DISTRIBUTION
U.S. Selling Restrictions: TEFRA D
Stabilisation Manager(s) (if any): Not Applicable

YOT8224

6.

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