2007 Share Issue Reserved For Members Of Saint-Gobain’s Group Savings Plan

Based on the authorization granted under the fourteenth resolution of the Ordinary and Extraordinary Meeting of June 9, 2005, the Board of Directors’ meeting of November 16, 2006 resolved to issue up to eight million Saint-Gobain ordinary shares with a par value of €4 each, reserved exclusively for members of the Group Savings Plan.

This share offer is available in the following countries: Argentina, Australia, Austria, Belgium, Brazil, Canada, Colombia, Czech Republic, Denmark, Estonia, Finland, France, Germany, Hungary, India, Indonesia, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malaysia, Mexico, the Netherlands, Norway, Poland, Portugal, Singapore, Slovakia, Sweden, Switzerland, South Africa, South Korea, Spain, Thailand, Turkey and the United Kingdom, subject to obtaining the applicable local authorizations where appropriate.

Shares will be issued under a “standard” plan or a “leveraged” plan. Employees may subscribe to shares in accordance with applicable legislation in the countries eligible for the offer, under either the standard or leveraged plan or a combination of both; and either directly or through Company mutual funds.

At its November 16, 2006 meeting the Board of Directors also set the discount to be applied to shares issued under the standard plan at 20% of the reference price, and granted the Chairman and Chief Executive Officer the appropriate powers to determine the reference price and subscription price, and to set the dates for subscription.

The Board of Directors’ meeting of January 25, 2007 set the discount to be applied to shares issued under leveraged plans at 15% of the reference price.

Based on the above and pursuant to the delegation granted, the Chairman and Chief Executive Officer has noted the reference price to be used as a basis for calculating the price at which the shares may be subscribed.

The reference price is therefore taken as €72.56.

The prices at which employees may subscribe for new shares are as follows:

- for shares issued under the standard plan, 80% of the reference price, i.e. €58.05;

- for shares issued under the leveraged plan, 85% of the reference price, i.e. €61.68.

This new share issue is part of a long-term policy to expand employee stock ownership, which has been an ongoing concern for the Group for some 19 years now.

Terms and conditions for subscription and rights attached to the shares

Beneficiaries: employees of Compagnie de Saint-Gobain and of companies and groups included within the Saint-Gobain Group who are members of the Group Savings Plan and have completed a minimum of three months’ service at the subscription date; Group retirees holding interests in the Plan at retirement date; corporate officers as defined in the rules governing the Group Savings Plan; and former employees wishing to invest all or part of the profit-sharing bonuses paid upon termination of their employment contract with respect to their last period of service.

Pre-emptive subscription rights: the share issue will be carried out with no pre-emptive subscription rights for existing shareholders.

Rights attached to shares:

- The new Saint-Gobain shares to be created will carry dividend rights as from January 1, 2007 (for shares subscribed under the standard plan) and from January 1, 2006 (for shares subscribed under the leveraged plan).

- Voting rights attached to shares subscribed and held through a Company mutual fund will be exercised by a representative of the Supervisory Board of the corresponding fund. Voting rights attached to shares subscribed directly, or subscribed and held through a special Company mutual fund reserved for employees of Group subsidiaries in Italy, will be exercised by subscribers.

Ceiling for subscriptions: payments by members of the Group Savings Plan may not exceed the ceiling set by article L.443-2 of the French Labor Code. The maximum amount of subscriptions to the leveraged plan is calculated taking into account the number of additional shares to be financed by the partner bank. Investments in the leveraged plan may not exceed €1,000 per member (excluding additional shares financed by the partner bank).

Mandatory holding period for Saint-Gobain shares or interests in Company mutual funds: subscribers to the share offer must hold their directly subscribed shares or corresponding interests in Company mutual funds for a period of five or ten years for the standard plan, and a period of five years for the leveraged plan, except in the exceptional circumstances allowing beneficiaries to access the shares as described in article R. 442-17 of the French Labor Code.

Timetable

The Chairman of the Board of Directors has set the following dates for the transaction:

- Subscription period: from March 21, 2007 to April 11, 2007 inclusive

- Subscription period for employees in Belgium: from March 12, 2007 to April 11, 2007 inclusive

Tentative date for the share issue: May 16, 2007

Listing

A request for the new Saint-Gobain shares to be admitted onto Eurolist by Euronext will be made as soon as possible after completion of the share issue scheduled for May 16, 2007.

Hedging transactions

The implementation of the leveraged plan may lead the financial institution managing the issue to carry out hedging transactions for the length of the transaction.

600450 2007 Share Issue Reserved For Members Of Saint-Gobain’s Group Savings Plan glassonweb.com
Date: 27 February 2007
Source: Saint Gobain

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