UNIVERSAL REGISTRATION DOCUMENT 2021 including the annual financial report
EFPD CONTENTS message 2 3 Chairman’s message Chief Executive Officer’s The elements of the annual financial report are identified in the table of contents by the AFR icon The Non-Financial Performance Declaration is identified by the EFPD icon AFR 1 Saint-Gobain Today 5 Saint-Gobain in figures 1. 6 Saint-Gobain’s DNA 2. 13 Highlights of 2021 3. 20 The Group’s activities 4. 24 Organization and governance 5. 33 2 Strategy 37 The Group’s environment 1. 39 Saint-Gobain’s vision: to be the 2. worldwide leader in light and sustainable construction 53 The action: a strategic plan 3. based on six priorities 54 The financial approach: 4. allocating the Group’s resources efficiently 66 3 An efficient and responsible Group 69 EFPD Demonstrate ethics and 1. responsibility 70 Maximize the contribution for 2. the planet and communities 80 Achieve excellence in operations 3. 96 Promoting a healthy, open and 4. engaging work environment 107 4 2021 results and outlook for 2022 121 AFR Financial results 1. 123 Non-financial results 2. 134 5 Corporate governance 153 Composition and operation of 1. the governing bodies 154 Compensation of the 2. management and governing bodies 181 Company stock traded 3. by corporate officers 221 Report of the Board of Directors 4. on corporate governance (Articles L.225- 37 et seq. and L.22-10-10 et seq. of the French Commercial Code) 222 Statutory Auditors’ special 5. report on related-party agreements 223 6 Risks and control 227 AFR Risk factors 1. 228 Internal control 2. 238 7 Capital and ownership structure 255 AFR Capital stock 1. 256 Stock market 2. information/Securities market 264 Information policy and financial 3. calendar 269 Dividends 4. 271 8 Financial and accounting information 273 AFR 2021 Consolidated Financial 1. Statements 274 Statutory Auditors’ report on the 2. consolidated financial statements 335 Compagnie de Saint-Gobain 3. 2021 annual financial statements (parent company) 339 Statutory Auditors’ report on the 4. financial statements 364 Management report Compagnie 5. de Saint-Gobain annual financial statements 368 Five year financial summary 6. 371 9 Additional information and cross-reference tables 373 Additional information 1. 374 CSR Information 2. 381 Cross-reference tables 3. 389 Glossary 4. 398
www.saint-gobain.com 2021 UNIVERSAL REGISTRATION DOCUMENT Including the annual financial report SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 1 On March 22, 2022, the French version of this Universal Registration Document was filed with the French Financial Markets Authority (Autorité des marchés financiers, AMF), the competent authority pursuant to (EU) Regulation No. 2017/1129, without prior approval, in accordance with Article 9 of said regulation. The French version of this Universal Registration Document may be used for the purposes of a public offer of securities or the admission of securities to trading on a regulated market if it is supplemented with a securities note and, if required, a summary note, as well as all updates made to the Universal Registration Document. The whole is then approved by the AMF in accordance with (EU) Regulation No. 2017/1129. This version of the Universal Registration Document cancels and replaces the previous version filed with the French Financial Markets Authority (Autorité des Marchés Financiers, AMF) and posted on the Saint-Gobain website on March 22, 2022. The changes made are as follows: • Addition of a clarification in the form of a footnote concerning the achievement rate of the 2017 performance share plan for which the performance condition has been determined chapter 5, section 2.4.2, page 218; • Correction of the achievement rate of the 2017 stock option plan for which the performance condition has been determined chapter 5, section 2.4.3, page 219 ; • Correction of Table 8 - "History of stock option grants (AMF nomenclature)" with regard to (i) items relating to the 2017 stock option plan, (ii) the number of shares exercised and options outstanding as of December 31, 2021, and (iii) footnotes to the table chapter 5, section 2.4.3, page 220. This English-language version of the Universal Registration Document is a free translation of the original French version of the Universal Registration Document made available on the Company’s website. It is not a binding document. In the event of a conflict of interpretation, reference should be made to the French version which is the authentic text. The auditors’ report applies to the French version of the Management Report and the financial statements.
Message from Pierre-André de Chalendar Chairman of the Board of Directors of Saint-Gobain Governance, strategy, social and environmental commitment: in 2021, Saint-Gobain opened a new chapter in its history and achieved a historic performance that I would like to salute here. Our Group has once again demonstrated its resilience and its unwavering ability to reinvent itself. This performance is the result of the ever-renewed commitment of Saint-Gobain teams on all continents, around an ambitious and demanding purpose. It is also the translation of a consistent strategy and a clear vision; finally, it is the result of a historical culture of transmission, based on trust and empowerment of all. With such assets, the Group is ready to pursue profitable and sustainable growth. As Chairman of the Board of Directors, I am delighted by this for our employees, for our customers and for all our stakeholders. The 2021 figures, announced on February 24, h i gh l i gh t Sa i n t -Goba i n ’ s f i nanc i a l performance as well as its progress in terms of corporate social responsibility. These results open a new page in the Group’s history, and build on the profound and successful transformation of the company, initiated at the end of 2018 through the Transform & Grow plan. They also reflect Saint-Gobain’s determination to create value by taking into account, more than ever, the interests of all its stakeholders. Guided by the strength of its purpose, Making the World a Better Home, the Group has a unique business model that combines profitable performance and contribution to sustainable development. The non-financial key performance indicators show strong environmental and social progress in 2021, enabling Saint-Gobain to reduce its footprint while maximizing its positive impact across its entire value chain. I would like to remind you that the Group, which had already announced its target to reduce its CO2 emissions by 20% between 2010 and 2025, is committed to achieving the target of “net zero emissions” by 2050. The Board of Directors is pleased with this progress as well as with this strategy implemented by Senior Management. In this respect, I am pleased with the Board’s decision to follow my proposition and appoint Benoit Bazin to succeed me as Chief Executive Officer. This transition reflects Saint-Gobain’s image; it underlines its trust in talent and its commitment to the transmission of its values and vision. I am also delighted by the quality of the collaboration between the Group’s governance bodies and within its Board of Directors, whose work benefits from the broad international experience and diversity of its members, keeping with Saint-Gobain’s global dimension and diversity. The Board of Directors is thus very confident in the Group’s ability to fully achieve its growth and development objectives in 2022 and well beyond. Saint-Gobain has a unique business model that combines profitable performance and contribution to sustainable development.
2021 was an outstanding year for Saint-Gobain, marked by the successful execution of our Grow & Impact plan, in the service of our strategy to position the Group as the worldwide leader in light and sustainable construction; a year of commitment, with the acceleration of our strategy in terms of corporate social responsibility. Saint-Gobain achieved record financial performance in 2021 and was able to make the most of a very dynamic market environment. Made possible by the very high level of commitment of the teams worldwide, this robust momentumallows theGroup to continue tomove forward and aim for another year of growth in 2022. The 2021 results, underlined by a strong increase in the share price, are first and foremost the result of the expertise and unfailing mobilization of all Saint-Gobain employees, under the responsibility of a new management team. With 50% non-French, eight nationalities and nearly 40% women, this new Executive Committee reflects the wealth and diversity of our talent on a global scale. This is also the result of two major developments. First, a new organizational structure. This is based on the complete success of our Transform & Grow competitiveness plan, undertaken three years ago and which has created an organization with simplified governance, a rapid decision-making process and a widespread culture of trust, empowerment and col laboration. Local leaders, who are native to their country in more than 90% of cases, now control all of Saint-Gobain’s activities within their scope, as close as possible to their teams and customers. This new multi-local organization allows the Group to develop an offering of integrated solutions and systems that enhances the full scope of its range of activities in each country. Saint-Gobain is thus able to provide solutions to complex market issues, driven by requirements for both performance and contribution to sustainable development. Positioned by country as close as possible to its customers, the Group anticipates their expectations by combining its expertise, developing new products and services, implementing all its innovation know-how and exploiting the wealth of data it generates throughout the value chain. The second major change concerns the optimization of our business profile, through the disposal of the least performing assets, and the acquisition of high-growth and profitable companies, perfectly aligned with our strategy. After the successful acquisition of Continental Building Products Saint-Gobain is able to provide answers to complex market issues. Message from Benoit Bazin Chief Executive Officer of Saint-Gobain in 2020, it is this approach that has led us to develop a global leadership in construction chemicals, thanks in particular to the two significant acquisitions announced in 2021, Chryso and GCP Applied Technologies. The chal lenge underlying al l these transactions is the same: to make Saint-Gobain an ever stronger Group and to consolidate our performance in terms of growth - superior to that of our markets - and profitability. The trends such as climate change, the scarcity of natural resources, rapid urbanization in emerging countries, digitalization and changes in lifestyles require the widespread adoption of new construction methods, which are innovative, more frugal and respectful of the circular economy; they call for effective solutions for the renovation of buildings and the comfort of their users; and for the decarbonization of industry. These three vectors of structural growth are the development areas of Saint-Gobain, which has the broadest range of solutions on the market and an unrivalled positioning. Because our strategy is implemented in an integrated manner, our operational performance systematically takes into account environmental, social and governance criteria. We are resolutely deploying our CSR strategy, which is at the heart of our development model. The Group has an ambitious CO2 roadmap for 2030; details of the reduction of our direct and indirect emissions, contained in this roadmap, have been validated by the SBTi (Science-Based Targets initiative). Minimizing our footprint and maximizing the positive impact of our solutions are the two aspects of Saint-Gobain’s day-to-day actions. We have been included in the “Climate Change A List” established by CDP. Emissions avoided thanks to the environmental performance of the solutions sold by the Group in one year are 40 times larger than its current carbon footprint. In addition, thanks to the attractiveness of the Saint-Gobain brand as an employer, for the 7th consecutive year we have been recognized as a “Top Employer Global”, a distinction that reflects the exceptional level of commitment of our employees around the world. We can be proud of that, and I would like to congratulate and thank them. In this context, and excludingmajor impacts of the geopolitical situation, I am confident in our ability to continue to progress in 2022, by achieving another year of growth, both financial and extra-financial, thanks to our very good positioning on markets which are structurally buoyant over the long-term.
Saint-Gobain Today 1 Saint-Gobain in figures 1. 6 Key figures 1.1 6 Markets 1.2 6 Global presence 1.3 7 Financial and non-financial performance 1.4 9 Saint-Gobain’s DNA 2. 13 Major milestones in the construction 2.1 of the Group 13 The fundamentals of Saint-Gobain’s identity 2.2 14 The value creation model 2.3 18 Highlights of 2021 3. 20 Timeline of significant events 3.1 20 Feedback on a pivotal year 3.2 23 The Group’s activities 4. 24 An offer based on the expectations 4.1 of Saint-Gobain customers 24 A range of solutions based 4.2 on business expertise 25 Main brands and competitive environment 4.3 29 Organization and governance 5. 33 The Group’s global organization 5.1 33 Governance 5.2 34
1 Saint-Gobain Today Saint-Gobain in figures www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 6 Saint-Gobain in figures 1. Key figures 1.1 Sales €44,160M Operating income €4,507M Recurring net income €2,815M Free cash flow €2,904M Markets 1.2 Breakdown of revenue by market 53% Renovation/ infrastructures 22% New residential construction 12% New non-residential construction 6% Mobility 7% Other industries As a % of sales – 2021 estimations
1 Saint-Gobain Today Saint-Gobain in figures SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 7 Global presence 1.3 A global footprint 1.3.1 United States Canada Mexico Brazil Chile Peru Colombia Venezuela Argentina Morocco Angola Ghana Côte d’Ivoire Algeria Lebanon Turkey Qatar Kuwait Jordan Saudi Arabia Egypt United Arab Emirates South Africa Botswana China Bhutan Kazakhstan Thailand Philippines Vietnam Malaysia Indonesia Singapore India Sri Lanka Oman Ethiopia Tanzania Mauritius Kenya Zimbabwe Australia New Zealand South Korea Japan Russia Denmark Norway Sueden Estonia Latvia Lithuania Poland Germany Netherlands Czechia Austria Hungary Slovenia Serbia France Belgium Ireland United Kingdom Spain Italy Finland Portugal Romania Slovakia Greece Albania Switzerland Luxembourg Bulgaria
1 Saint-Gobain Today Saint-Gobain in figures www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 8 Industrial presence in 75 countries Albania Algeria Angola Argentina Australia Austria Belgium Bhutan Botswana Brazil Bulgaria Canada Chile China Colombia Côte d’Ivoire Czechia Denmark Egypt Estonia Ethiopia Finland France Germany Ghana Greece Hungary India Indonesia Ireland Italy Japan Jordan Kazakhstan Kenya Kuwait Latvia Lebanon Lithuania Luxembourg Malaysia Mauritius Morocco Mexico Norway New Zealand Netherlands Oman Peru Philippines Poland Portugal Qatar Romania Russia Saudi Arabia Serbia Singapour Slovakia Slovenia South Africa South Korea Spain Sri Lanka Sweden Switzerland Tanzania Thailand Turkey United Arab Emirates United Kingdom United States Venezuela Vietnam Zimbabwe A multinational Group 1.3.2 165,871 employees 117 nationalities represented 13% Americas 26% Southern Europe, Middle East, Africa 28% Northern Europe 28% HPS** 5% Asia-Pacific Breakdown of revenue 1.3.3 15% Americas (+28.3% vs 2019*) (+22.3% vs 2020*) 17% HPS** (+3.3% vs 2019*) (+14.5% vs 2020*) 33% Northern Europe (+12.1% vs 2019*) (+15.5% vs 2020*) 31% Southern Europe, Middle East, Africa (+13.9% vs 2019*) (+20.3% vs 2020*) 4% Asia-Pacific (+17.0% vs 2019*) (+28.5% vs 2020*) Breakdown of operating income 1.3.4 20% HPS** 24% Northern Europe 26% Southern Europe, Middle East, Africa 5% Asia-Pacific 25% Americas * Like-for-like ** High Performance Solutions
1 Saint-Gobain Today Saint-Gobain in figures SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 9 Financial and non-financial performance 1.4 Financial results 1.4.1 €5.35 Recurring earnings per share €7,287M Net debt €20,715M Shareholders’ equity – Group share €1,591M Capital expenditure Shareholding 1.4.2 8.3% Group Savings Plan (employees) 31.5% Institutional investors: Europe 30.4% Institutional investors: Americas - Asia 0.4% Treasury shares 22.2% Institutional investors: France 7.2% Individuals As at 12/31/2021
1 Saint-Gobain Today Saint-Gobain in figures www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 10 Non-financial performance 1.4.3 Thanks to its commitment and determination to put social responsibility at the very heart of its strategy, striving for continuous improvement (see chapter 2, Section 3.4), the Group is a leading player in terms of non-financial performance, as evidenced by its presence in various stock market indices, but also the recognition achieved through other rankings and certifications. Stock market indices 184.108.40.206 An essential tool of “sustainable finance”, ESG stock market indices are intended to help build a financial ecosystem capable of accelerating the transition to a sustainable economy, by directing financial flows towards the most virtuous organizations in terms of environmental, social and societal responsibility. Saint-Gobain is included in the following indices: Organization Index Description CAC40 ESG Launched in March 2021, this first ESG index created by EuroNext at the national level in France brings together 40 companies listed in Paris (selected from the CAC Large 60 companies) which have demonstrated best practices, based on the assessment carried out by the VigeoEiris agency (1). Saint-Gobain is listed in several Solactive ESG indices such as: Solactive Euro 50 ESG This index tracks the price movement of the 50 largest companies within the Eurozone that are also member of the Ethibel Sustainability Index Excellence Europe. Solactive ISS ESG Developed Markets Paris-Aligned Benchmark The underlying assets are selected to ensure that the portfolio's GHG emissions are aligned with the long-term objectives of the Paris Agreement on global warming and by including only companies that operate in accordance with market standards in terms of responsible business conduct and trade in controversial weapons. FTSE4Good The FTSE4Good index series, launched in 2001, uses transparent metrics of environmental, social and governance (ESG) performance to select its constituents, incentivizing companies to improve their sustainability practices. Saint-Gobain is listed in several MSCI ESG indices such as: MSCI World Climate Change Index based on the MSCI World Index, aiming to represent the performance of an investment strategy that re-weights securities based upon the opportunities and risks associated with the transition to a lower carbon economy. MSCI Europe Climate Change With the same goal as the World Climate Change Index, described above this index is based on the the MSCI Europe Index. MSCI Europe Select Green 50 This index represents the performance of the largest 50 stocks by free-float market capitalization from the MSCI Europe Index, that offer products and services that contribute to an environmentally sustainable economy through efficient use of limited global natural resources. STOXX Europe 600 ESG Index based on the STOXX Europe 600 index, one of the key benchmarks in Europe, and uses standardized ESG exclusion criteria. Other rankings and certifications 220.127.116.11 Index Description Bloomberg Gender Equality Index Saint-Gobain was included for the year 2021 in the Bloomberg Gender Equality Index, a recognized index in the area of diversity and inclusion (2). The Group is thus one of the 418 companies included. Climate Change A List CDP (Carbon Disclosure Project) is an international non-profit organization created in 2000, which publishes data on the environmental impact of major companies. It is based in the United Kingdom. In 2021, Saint-Gobain is one of the 200 companies included on CDP's Climate Change A List, which is based on the evaluation of 12,000 companies. Top Employer Global Each year, the Group submits its human resources practices to the Top Employers Institute, an independent organization that evaluates HR and ethical performance on the basis of a questionnaire followed by audits of practices. In 2021, Saint-Gobain is among the 16 certified companies worldwide. The Group is also recognized as a Top Employer in 38 countries, covering 92% of its employees. (1) Presentation brochure: https://www.euronext.com/sites/default/files/2021-08/52118_CAC40-ESG*-Index_brochure_v08_1.pdf (2) Presentation: https://www.bloomberg.com/gei/
1 Saint-Gobain Today Saint-Gobain in figures SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 11 Breakdown of revenue and value added by stakeholder 18.104.22.168 Salaries and other personnel compensation €8,296M 54.29% Dividends paid €728M 4.77% Taxes and duties €1,001M 6.55% Portion held for growth €4,332M 28.35% Investments in local communities €15M 0.10% Retirement contributions €610M 3.99% Interest repayment (incl. IFRS 16 interest) €298M 1.95% Sales €44,160M Added value €15,281M Operational costs – payments to suppliers €29,212M CSR indicators and significant events 22.214.171.124 Saint-Gobain has taken the commitment to reach net zero carbon emissions by 2050: its CO2 emissions have decreased by 23% (scopes 1 and 2) compared to 2017 (2030 intermediate objective : 33%). of contracts with European partners (51% of purchases) are covered by the Suppliers Charter, 91.3% for non-trade purchases (as compared to 90.6% in 2020). 100% Frequency rate for all fatalities, Lost Time and Non-Lost Time accidents involving Saint-Gobain employees, temporary workers and permanent subcontractors. 1.9 Saint-Gobain’s actions in favor of the circular economy have helped avoid the extraction of 9.952 million tonnes of virgin raw materials. In 2021, for the fourth consecutive year, Saint-Gobain is included in the Bloomberg Gender Equality Index. “CARE by Saint-Gobain” social protection program: 88% of employees covered in 2021 (2023 objective: 100%). Saint-Gobain’s CSR approach is presented in the Group strategy, chapter 2, section 3.4 as well as in chapter 3.
1 Saint-Gobain Today Saint-Gobain in figures www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 12 Digital and innovation 126.96.36.199 researchers 3,600 marketing experts* 3,400 patents filed in 2021 +than400 +16% interactions and initiated conversations 405,000 followers ... on the Group's central social media accounts and profiles 662,000 (2021 vs 2020) * All seniority levels Governance (1) 188.8.131.52 Lead Independent Director 1 Director representing employee shareholders 1 Employee Directors 2 Directors of which: 14 + Attendance rate 98% 55% Women Independent Directors, Committee Chairmen all independent 73% (1) The figures are calculated taking into account the provisions of the Afep/Medef Code and the French Commercial Code, which exclude employee Directors from the calculation.
1 Saint-Gobain Today Saint-Gobain’s DNA SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 13 Saint-Gobain’s DNA 2. Major milestones in the construction of the Group 2.1 Saint-Gobain was founded in 1665 by Louis XIV, under ■ the name of the “Royal Manufacture of Mirrors”, in order to put an end to the technological and commercial supremacy of the Republic of Venice in the manufacturing of mirrors (1). Throughout the 19th century, Compagnie de ■ Saint-Gobain, which became a limited company in 1830, diversified its activities into sectors such as chemicals, glass products and the automotive industry. It quickly expanded into international markets, establishing itself in the United States in 1829, Germany in 1858 (2), Italy in 1888 and Spain in 1905. In 1970, the Group, which successfully overcame the ■ major crises of the century and invested heavily in research and development, withdrew from its chemical activities and merged with Pont-à-Mousson, created in 1856 and specializing in cast iron pipes. In 1986, the privatization of Saint-Gobain - which had ■ been nationalized in 1982 - was a huge popular success: 1,500,000 shareholders subscribed to the operation (3). In 1990, through the acquisition of Norton, the Group ■ doubled its presence in the United States, which opened up new markets and enabled it to develop its know-how in the areas of abrasives, plastics and ceramics. The acquisition of Poliet in 1996 provided the basis for ■ developing the distribution businesses. Saint-Gobain then continued its acquisitions in the world of construction materials trading. The acquisition in 2005 of British Plaster Board, the ■ global leader in plasterboard, was Saint-Gobain’s largest ever. Combined with Isover glass wool and its range of insulation solutions, it made Saint-Gobain the world leader in interior solutions. In 2007, Saint-Gobain focused its strategy on ■ sustainable housing, while continuing to serve many industrial markets and, thanks to its numerous locations, continued to expand in emerging countries. In 2019 and 2020, the Group implemented its ■ “Transform & Grow” plan, which aimed at establishing a new organization - by country and by market -, and to ensure an agile and value-creating portfolio management. In 2020, Saint-Gobain formulated its corporate ■ purpose, “Making the world a better home” (see below). In 2021, with the acquisition of Chryso and the ■ announcement of the acquisition of GCP Applied Technologies, Saint-Gobain would become a major player in the construction chemicals sector. In July 2021, the Group changed its governance, with ■ Benoit Bazin succeeding Pierre-André de Chalendar as Chief Executive Officer, the latter remaining Chairman of the Board of Directors (see this chapter, section 3.1). In October 2021, Saint-Gobain launched its “Grow & ■ Impact” strategic plan (see this chapter, section 3.2). At the end of 2021, the Group was present in ■ 75 countries (see this chapter, section 1.3.1). (1) Saint-Gobain archives - https://archives.Saint-Gobain.com/ressource/xviie/1665/1665-louis-xiv-fonde-la-manufacture-royale-des-glaces-miroirs-linstigation-de (2) Saint-Gobain archives - https://archives.Saint-Gobain.com/ressource/xixe/1858/1858-Saint-Gobain-affirme-sa-vocation-internationale (3) Saint-Gobain archives - https://archives.Saint-Gobain.com/ressource/xxe/1986/1986-le-pari-reussi-de-la-privatisation
1 Saint-Gobain Today Saint-Gobain’s DNA www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 14 The fundamentals of Saint-Gobain’s identity 2.2 A purpose, the cornerstone 2.2.1 of the Group’s identity In 2020, Saint-Gobain established its purpose, “Making the world a better home”. It is the result of a process conducted with its stakeholders: nearly 15,000 in-house contributions, over 600 workshops worldwide and contributions from external stakeholders such as investors, NGOs, partners and opinion leaders. With this purpose, Saint-Gobain took on its ambition to improve everyone’s lives by making the planet a fairer, more harmonious and sustainable living space. Through its business model generally and with its solutions specifically, Saint-Gobain has a tangible impact on the life of each individual, their environment and their way of working, caring for themselves and getting around. The Group’s purpose is the link between the infinitely small unit of each person’s living space and the infinitely large one of our shared home: the planet. “MAKING THE WORLD A BETTER HOME”: THE MANIFESTO Our purpose sets the course for our common future. Together with and for our customers, we design, manufacture and distribute materials and solutions that have a positive impact on everyone’s life and provide well-being, quality of life and performance, while caring for the planet. Our purpose reflects who we are. Our 350 years of history, our collective strength and our leadership empower us to pursue our development, by addressing the major challenges facing humanity, namely, climate change, resource protection and the fight against inequality. We are both an international and multi-local company, fully integrated into the territories where we operate to support their vitality and help build a fairer and more sustainable, open and engaging world. Our purpose is a call to action. Our approach is clearly focused on the future. Together with our customers, partners and all our stakeholders, it guides our action to unleash individual and collective aspirations, and enable everyone to live better in the world. It calls on us to innovate openly, with the ever-renewed ambition of better uniting humanity and nature for the common good. Our purpose is based on values that guide us. We carry out our business in compliance with the Principles of Conduct and Action and the humanist values that permeate our corporate culture. Listening, dialogue, care, solidarity, trust and respect for difference are central to our commitment. This is the profound ambition of our purpose: to act every day to make the world a more beautiful and sustainable place to live.
1 Saint-Gobain Today Saint-Gobain’s DNA SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 15 Values: the Saint-Gobain Principles of Conduct and Action 2.2.2 Building on its corporate purpose, the Group bases its and distributed to all employees, these principles development on strong values embodied in nine Principles constitute an ethical reference applicable in action. They of Conduct and Action, which constitute a true code of are a condition of belonging to Saint-Gobain. ethics. Formalized in 2003, translated into 31 languages, PRINCIPLES OF CONDUCT 5 PRINCIPLES OF ACTION 4 Professional commitment ■ Respect for others ■ Integrity ■ Loyalty ■ Solidarity ■ Respect for the law ■ Caring for the environment ■ Respect for health and safety at work ■ Respect for employee rights ■ These principles of conduct are the fundamental values that unite managers and employees. These principles guide the actions of all management and employees in the performance of their duties. The Principles of Conduct and Action refer explicitly to the applicable conventions of the International Labor Organization (ILO), the International Charter on Human Rights, the Guidelines for multinational enterprises of the Organization for Economic Co-operation and Development (OECD), and the OECD’s convention on the fight against corruption. Saint-Gobain has been signed up to the United Nations Global Compact since 2003. This demonstrates the Group’s drive for Corporate Social Responsibility (CSR), which includes regular communication of its progress in areas covered by the Global Compact. commitments are the “reference policies”. These are directly derived from the Principles of Conduct and Action and define the management principles applicable to all Saint-Gobain entities and employees, as well as to subcontractors in their work for the Group, and suppliers under the Responsible Purchasing policy (see chapter 3, section 1.4). The implementation of the Group’s strategy is reflected in policies and commitments applied by all of its entities in all countries in which they operate. Foremost among these This desire to establish the Principles of Conduct and Action as a sign of belonging is illustrated by the objective set by the Group’s Board of Directors, of training all managers in the Principles in their first year with the Group. In addition, the Principles of Conduct and Action are included in the welcome booklets for all Saint-Gobain employees and in most employment contracts (see chapter 3, section 1.1.1).
1 Saint-Gobain Today Saint-Gobain’s DNA www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 16 A permanent ambition: health, 2.2.3 safety and operational excellence Building on its ambition to protect health and to promote well-being, Saint-Gobain expresses to all its stakeholders - and in particular its clients, its suppliers, and the neighbors of Group sites - its will to take action so as to maximise its positive impact on health, and to minimize any potentially negative impact that may stem from its operations (see chapter 3, section 4.2). As a a value that is common to all its employees, this ambition lies within the framework of both its Principles of Conduct and Action and its corporate purpose. It draws on the Group's policy regarding the environment, health and safety, and on its principles in terms of social responsibility. With regard to its employees, Saint-Gobain's promotes a healthy work environment by managing professional risks - including psychological risks - thanks to action plans managed at local and global levels and monitored in accordance with the Groups' guidelines and standards, and by taking into account both the diversity of profiles and the most fragile categories of people. It also means fostering better health thanks to customized medical monitoring, adapted to each individual's risk profile; deploying global prevention campaigns; ensuring welfare protection for all; and workstation ergonomics adaptation or personalized mobility programs in the event of limitations in the employee's ability to work (see chapter 3, section 4.2.1). With regard to its clients and the users of its solutions, Saint-Gobain's approach aims at ensuring safe use of its products and materials throughout their entire lifecycles, from design - notably by working on the choice of component substances with its suppliers - to the use stage and to their end of life. It also entails promoting health and wellbeing of clients and end users, and fostering transparency and dialogue, thanks to products and solutions that bring benefits in terms of acoustic, thermal, and visual comfort as well as in terms of internal air quality. With regards to the residents and communities adjacent to its sites, the Group's ambition means protecting health and wellbeing of individuals by abiding by all applicable regulations and by going further; continuously reducing the environmental impact of its operations; collaborating with local public healthcare agencies; participating in community social development, notably via housing-, education- and professional integration-related projects; fostering skill-based and equipment-based sponsorship; maintaining dialogue with all stakeholders (see chapter 3, section 2.3). Saint-Gobain's health promotion approach implies involvement on the part of top management, leading by example, collaboration and empowerment of all, transparency and dialogue with all stakeholders, regulatory, scientific and societal monitoring, process control and continuous improvement. The Group's health policy, applicable in all its sites, entails, as a minimum, full compliance with local regulations. This policy is tantamount to a personal and collective pledge on the part of all Saint-Gobain personnel. Each employee is involved in protecting health and promoting wellbeing, for the sake of all. It helps the Group being an attractive workplace, demonstrating its difference and its desire to have a positive impact on its stakeholders. In general, the Group puts operational excellence at the heart of its model, in the context of a particularly complex value chain (see chapter 3, section 3.1). This concerns first of all links with Saint-Gobain customers by seeking a close alignment between its offers and current and future market expectations, by cultivating ever greater proximity with its customers, by analyzing their satisfaction, and by deploying the "Solutions for Growth" program, which consists of analyzing the whole package of products and services offered by the Group and quantifying their ability to provide customers with performance and sustainability benefits (see chapter 3, section 3.4.4). This ambition for excellence also concerns industrial performance: first and foremost, the aim is to continuously improve processes and results across all operations, from environmental risk management to industrial and distribution risks. It is then a question of conducting a continuous improvement approach in terms of environmental protection, in all its dimensions: GHG emissions (greenhouse gas), water and natural resource management, recycling and protection of biodiversity (see chapter 3, section 2). Lastly, it involves managing the relationship with Saint-Gobain suppliers. This concerns, first of all, purchasing, a key factor in the Group’s competitiveness, whose effectiveness and the related risks must be managed. This also applies to transport and logistics across the entire value chain, by maximizing Saint-Gobain’s contribution to bringing benefits to its customers by guaranteeing service (satisfaction and loyalty) and the profitability of its operations (optimization of costs and inventories) while minimizing its footprint in order to reduce CO2 emissions of physical flows (logistics and transport) by optimizing its supply chain (information flows and material/product flows).
1 Saint-Gobain Today Saint-Gobain’s DNA SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 17 One objective: financial 2.2.4 performance and shareholder value True to its approach to sustainable and profitable development, Saint-Gobain has set itself, as part of its “Grow & Impact” strategic plan, the goal of accelerating its growth, financial performance and value creation for its shareholders. Ebitda” ratio of between 1.5 and 2. Finally, an attractive shareholder return policy, with an annual dividend payout rate of between 30% and 50% of recurring net income, paid in cash, and a share buyback program worth up to €2 billion for the period 2021-2025 equivalent to more than 30 million net shares bought back based on the recent Saint-Gobain share price. In particular, the Group has set new financial targets in the form of annual averages for the period 2021-2025 (1). Firstly, accelerating income and cash generation, with organic sales growth of between 3% and 5%, an operating margin of between 9% and 11%, and a free cash flow conversion rate of over 50%. Then a sustained discipline in capital allocation, with a return on invested capital (ROCE) of between 12% and 15%, and a “net debt to Concerning the business portfolio, the Group’s scope continues to be regularly reviewed: performance and strategic alignment for disposals, and capital allocation according to specific criteria for value-creating acquisitions. This involves allocating the necessary resources for development in markets with growth potential (see chapter 2, section 3.1) and taking the necessary measures, on an ongoing basis, to restructure, optimize or dispose of activities that are underperforming (cf . chapter 2, section 4.2). (1) Press release, October 6, 2021.
CLIMATE CHANGE DEPLETION OF NATURAL RESOURCES DEMOGRAPHICS AN MEGATRENDS, RISKS AND OPPORTUNITIES: P. 40 P. 41 P. 56 ENGAGED EMPLOYEES, REFLECTING THE DIVERSITY OF THE MARKETS IN WHICH THE GROUP OPERATES y 165,871 employees of 117 nationalities in 75 countries y 26.3% of women managers y Engagement rate of 83% y Saint-Gobain has once again been awarded the Top Employer Global certification at the beginning of 2022 y More than 60,000 employees are shareholders AN AGILE AND EFFICIENT ORGANIZATION y The principle: autonomous decision-making at the local level y 90% of Chief Executive Officers are native to the region where they operate y A global force in terms of R&D, marketing, innovation, industrial performance and distribution RESPONSIBLE WITHDRAWAL OF RESOURCES y Constant progression towards circularity with 9.952 million tonnes of virgin raw materials not extracted thanks to recycling y Industrial specialties (glass, gypsum) indefinitely recycled in a closed loop y Increased use of renewable energies A GLOBAL FOOTPRINT y Around 3,500 sales outlets y Around 800 industrial sites A GLOBAL PORTFOLIO OF BRANDS y A strong brand: Saint-Gobain y Recognized professional brands in construction and industry A SOLID FINANCIAL BASE, SUPPORTING TRANSFORMATION y Sales: €44,160M y Operating income: €4,507M y Recurring net income: €2,815M y €100 million budget per year allocated to CAPEX and research and development investments for the next ten years to achieve carbon neutrality KEY SKILLS FOR INNOVATION AND TRANSFORMATION y 8 research centers worldwide y 3,600 researchers y 50 projects involving collaboration with start-ups approved in 2021 PERMANENTLY TAKING INTO ACCOUNT THE INTERESTS OF SAINT-GOBAIN’S STAKEHOLDERS y Precise mapping of the Group ecosystem, and of the designated contacts for each stakeholder y Analysis and prioritization of key issues and incorporating them into strategic decisions P. 107 P. 33 P. 92 P. 7 P. 49 P. 29 P. 122 FROM THE RESOURCES IN ITS ECOSYSTEM... SAINT-GOBAIN IS EXPANDING Building and renovation On all P. 222 SAINT-GOBAIN SOLUTIONS POUR LES CLIENTS DE SAINT-GOBAIN+ PERFORMANCE SOLUTIONS FOR CUSTOMERS PURPOSE HEALTH, SAFETYAND OPERATIONALEXCELLENCE EMBEDDINGOFCSR TRUSTAND RESPONSIBILITY P. 56 1 Saint-Gobain Today Saint-Gobain’s DNA www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 18 The value creation model 2.3 In a changing world and faced with the challenges of climate change, the depletion of natural resources, urbanization and population growth, digitalization and changes in lifestyles, the new organization of Saint-Gobain, which is simpler and more agile, draws on internal and external resources to accelerate the Group’s transformation, with the aim of contributing to the creation of shared value with its stakeholders.
D URBANIZATION DIGITALIZATION CHANGING LIFESTYLES THE WORLD IN WHICH SAINT-GOBAIN OPERATES P. 42 P. 43 P. 42 ON GROWING MARKETS Industry P. 48 continents P. 7 CREATES VALUE... FOR A SHARED, SUSTAINABLE AND PROFITABLE GROWTH PERFORMANCE SUSTAINABILITY + +SUSTAINABILITY OF SAINT-GOBAIN FINANCIALPERFORMANCE ANDACTION ANDSHAREHOLDERVALUE PRINCIPLESOFCONDUCT DIVERSITY DATA INNOVATION DUAL DEMAND y Minimize the footprint of Saint-Gobain operations y Maximize the positive impact for all its stakeholders y See “Solutions for Growth”, chapter 3, section 3.4.4 DELIVER PROFITABLE GROWTH y Between 2019 and 2021, Saint-Gobain delivered growth superior to that of its competitors y For the period 2021-2025, Saint-Gobain is aiming for an organic growth of 3 to 5%, an operating margin of 9 to 11%, and a return on invested capital of 12 à 15% IMPLEMENT A CSR ROADMAP BASED ON 6 PILLARS y Building a decarbonized world y Moving towards a circular economy y Ensuring health and safety across the entire value chain y Ensuring inclusive growth y Encouraging an open and engaging working environment y Ensuring absolute respect for business ethics ACHIEVE SUSTAINABLE GROWTH y 72% of Saint-Gobain’s sales generated with sustainable solutions (in 2020) CREATING SHARED VALUE WITH ITS STAKEHOLDERS Economic y Sales: €44,160M y Added value: €15,281M y Portion held for growth: €4,332M y Interest repayment: €298M y Dividends paid: €728M Employment and societal y Salaries and other personnel compensation: €8,296M y Taxes and duties: €1,001M y Retirement contributions: €610M y Operating costs – payments to suppliers: €29,212M y Investments for local communities: €15M P. 135 P. 62 P. 63 P. 106 P. 53 1 Saint-Gobain Today Saint-Gobain’s DNA SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 19
1 Saint-Gobain Today Highlights of 2021 www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 20 Highlights of 2021 3. Timeline of significant events 3.1 January 2021 ■ Saint-Gobain announces that it has entered into ■ exclusive negotiations with BME (Building Materials Europe) for the sale of Saint-Gobain Building Distribution the Netherlands (SGBD NL), an entity operating under the Raab Karcher, Tegelgroep Nederland, Galvano and Van Keulen brands, which has 38 sales outlets in seven countries. Saint-Gobain obtains, for the sixth consecutive year, ■ the “Top Global Employer” certification. Only 16 companies worldwide have received this certification, awarded by the Top Employers Institute. The tower housing the Group’s headquarters, ■ recently completed by Generali Real Estate in the La Défense district of Paris, obtains the best international environmental certifications. Saint-Gobain announces its results for the fourth ■ quarter of 2020 with sales significantly exceeding expectations to reach approximately €10.2 billion, with organic growth (at comparable structure and exchange rates) exceeding 6%. February 2021 ■ The Group announces that it has completed the sale ■ of Sanigrif, its distribution of plumbing, sanitary and heating products in Spain, as well as the sale of Saniplast, its civil engineering materials distribution business. The Board of Directors decides to separate the ■ functions of Chairman and Chief Executive Officer of the Group. March 2021 ■ Saint-Gobain announces the acquisition of a majority ■ stake in Brüggemann, one of Germany's leading companies for the manufacture and installation of turnkey modular timber solutions for new construction and renovation, generating sales of €40 million. This acquisition strengthens the Group’s capabilities as a leader in light and sustainable and construction. The Group announces an investment of €40 million ■ for the construction of a new plasterboard production line at its Quinto plant in Spain. Operational in 2022, this line will reduce the environmental impacts of the manufacturing process and integrate recycled raw materials, with advanced digitalization and automation. In the United States, Saint-Gobain enters into an ■ energy purchase agreement for a period of 12 years with Invenergy, which develops and operates sustainable energy solutions. Covering 120 megawatts, this agreement is the largest signed by the Group to date in renewable energies and is a key step towards achieving carbon neutrality by 2050. April 2021 ■ Saint-Gobain announces the signature of an ■ agreement under which the Group sells 67% of its pipe business in China to a consortium led by local management. The transaction values the company at around €100 million. This transaction results in the divestment of Saint-Gobain's control of PAM China, while allowing it to maintain its link with the pipeline business in Europe, as part of a long-term industrial partnership. It is part of the strategy of continuing to optimize the Group’s portfolio, aimed at improving its growth and profitability profile. Saint-Gobain announces the construction of a second ■ plasterboard production line at its plant in Turda, in northern Romania. This investment, amounting to €45 million, aims to increase the Group’s production capacity to meet very high growth needs in all Central and Eastern European countries, and to consolidate Saint-Gobain’s leading position in the light construction market. The Group launches an internal carbon fund, to ■ engage all its employees on the road to carbon neutrality by 2050, and to contribute to the achievement of Saint-Gobain’s targets to reduce CO2 emissions by 2030. First implemented in a pilot region, Northern Europe, it aims to accelerate the reduction of non-industrial CO2 emissions through the daily actions of employees and targeted investments, on topics such as sustainable employee mobility, renewable energies and improving comfort and energy efficiency on the Group’s sites. Saint-Gobain inaugurates in Eindhoven the first ■ single-family house in the world made entirely of concrete printed in three dimensions. The Group, through its Dutch subsidiary Saint-Gobain Weber Beamix, has developed special high-tech mortars that can be used in 3D printing, and has developed the printing technique in collaboration with Witteveen + Bos, a consulting and engineering company. May 2021 ■ The Group announces that it has entered into ■ exclusive negotiations with a view to the acquisition of the French company Panofrance, a specialist distributor of timber and panels for construction and furnishing industries with sales of around €160 million in 2020 and employing nearly 600 people. This acquisition will enable Saint-Gobain to increase its regional presence in the fast-growing market for timber-based building systems, bringing lightweight and rapid implementation.
1 Saint-Gobain Today Highlights of 2021 SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 21 The Group signs an agreement for the acquisition of ■ Duraziv, a Romanian company specializing in the production of adhesives and other value-added solutions in building chemicals. This acquisition enables Saint-Gobain to expand its range of interior and exterior solutions. It follows the recent acquisition of Scientific and Production Company Adhesive LLC in Russia, a specialized company that controls the entire production cycle of polyurethane and epoxy. These acquisitions represent around €40 million in sales. The Group announces the sale of Saint-Gobain ■ Glassolutions Objekt-Center, which specializes in glass processing operations as part of the Glassolutions network in Germany, to the German privately owned AEQUITA group based in Munich. This sale concerns the two sites of Döring Berlin and Radeburg, which generated sales of €20 million in 2020. AEQUITA had already acquired the activities of Glassolutions in the Netherlands in 2019. Saint-Gobain signs an agreement to acquire Chryso, ■ a leading global player in the construction chemicals market, offering differentiated and innovative solutions. Chryso, which employs approximately 1,300 employees, provides complete additive solutions for sustainable construction based on innovative chemical processes, formulation expertise and knowledge of building materials. The Group announces the start of production of a ■ new plaster plant in China, in the Jiangsu province, for the local construction market. With an annual capacity of 350,000 tonnes, the new site complies with the highest standards in terms of industrial performance, safety and respect for the environment. This new investment allows Saint-Gobain to continue its strong growth in China in recent years. The Group announces an investment of around ■ €25 million in its plasterboard plant in Fredrikstad, Norway, to increase the site’s production capacity by around 40% and make it the world’s first carbon-neutral plasterboard plant. This investment is a tangible demonstration of Saint-Gobain’s commitment to reduce its scope 1 and 2 CO2 emissions by 33% by 2030 compared to 2017, as part of its key target to become carbon-neutral by 2050. It also enables the Group to strengthen its leading positions in light construction offers in Norway, and to respond to a strong demand for more sustainable solutions. The investment, which is accompanying the increase in demand in a very dynamic local market, consists in particular of an innovative project to electrify the production process, currently using natural gas. Saint-Gobain inaugurates its twenty-eighth plant in ■ South-East Asia in southern Malaysia, which will produce advanced solutions for the construction market in the region. On a 50,000 m2 site, the new facilities bring together the best of the Group’s technologies and manufacturing processes and are dedicated to the manufacture of a wide range of waterproofing and construction chemistry solutions, not to mention 3D printing solutions, in order to be able to establish Saint-Gobain as a pioneer in this emerging segment. June 2021 ■ The Group announces that it has completed the sale ■ of Lapeyre to Mutares, a company listed on the Frankfurt Stock Exchange. This transaction, announced at the end of 2020, aims to concentrate Saint-Gobain’s resources on its strategic activities. The Combined General Meeting of Shareholders of ■ Compagnie de Saint-Gobain appoints Benoit Bazin as new Director and approves the distribution of a dividend of €1.33 per share, with full payment in cash. The Group announces the winners of the 16th edition ■ of its international student competition “Multi Confort”, with participants from more than 200 universities in 38 countries focusing on the conversion of an industrial zone into a residential, learning and leisure activities area in the heart of a large green area. Saint-Gobain cancels 5.7 million treasury shares ■ purchased on the market. At the end of this transaction, the total number of shares comprising the share capital amounted to 532.6 million shares and the number of outstanding shares was 530 million. The Group announces the publication of its first ■ integrated report, based on the reference framework of the International Integrated Reporting Council (IIRC). This report provides all stakeholders with an overview of Saint-Gobain’s strategy, its financial and non-financial performance and the way in which the Group creates value in the short, medium and long term by taking into account the interests of all its contacts. July 2021 ■ Benoit Bazin succeeds Pierre-André de Chalendar as ■ Group Chief Executive Officer, the latter remaining Chairman of the Board of Directors (see this chapter, section 3.2). Saint-Gobain announces that it has finalized the sale ■ of two retail chains in Spain, La Plataforma de la Construccion to the BigMat Group, and Discesur to Group Jorge Fernandez in association with Group Terrapilar. With 16 sales outlets, these two brands generated sales of around €140 million in 2020. Saint-Gobain signs agreements for the sale of ■ Graham, its distribution business specializing in plumbing, sanitary and heating products in the United Kingdom. With around 130 sales outlets, it generated sales of around €260 million in 2020. August 2021 ■ Saint-Gobain announces that it has sold the French ■ company Aurys, which specializes in the shaping and transformation of flat glass, to a former Group manager. Saint-Gobain also sold the German company GVG Deggendorf, which specializes in tempered glass, to the Swiss group Arbonia. September 2021 ■ Saint-Gobain announces that it has completed the ■ acquisition of Chryso, which joins the activities serving the sustainable construction market within its High Performance Solutions division.