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COMPAGNIE DE SAINT-GOBAIN

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Compagnie de Saint Gobain : Final Terms 2028 Notes

08/08/2022 | 07:56pm EDT

FORM OF FINAL TERMS

MIFID II PRODUCT GOVERNANCE/ PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

UK MIFIR PRODUCT GOVERNANCE/ PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non- legislative materials"), has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as if forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

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 (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive "), where that customer would not qualify as a professional client as defined in point

  1. of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation (as defined below). Consequently, no key information document required by
    Regulation (EU) No 1286/2014 (as amended, 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.

PROHIBITION OF SALES TO UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, including any supplements and amendments thereto (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as

it forms part of UK domestic

law by virtue of the EUWA and the regulations made under the

EUWA; or (iii) not a qualified

investor as defined in Article 2 of the Prospectus Regulation as

it forms part of UK domestic

law by virtue of the EUWA; Consequently, no key information

document required by Regulation (EU) No 1286/2014 as it forms of domestic law in the UK

by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or

otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPS Regulation.

8 August 2022

Compagnie de Saint-Gobain

Legal entity identifier (LEI): NFONVGN05Z0FMN5PEC35

Issue of EUR 500,000,000 2.125% Notes due 10 June 2028

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 13 July 2022 which received approval n°22-310 from the Autorité des marches financiers (the "AMF") on 13 July 2022 and supplement No.1 to it dated 29 July 2022 which received approval n°22-325 from the AMF on 29 July 2022, which together

constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). This document constitutes the Final

Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Base Prospectus. The Base Prospectus and any supplement(s) thereto will be published electronically on the website of the AMF (http://www.AMF-france.org). 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:

47

(ii)

Tranche Number:

1

2.

Specified Currency:

Euro ("€")

2

3. Aggregate Nominal Amount of Notes admitted to trading:

(i)

Series:

500,000,000

(ii)

Tranche:

500,000,000

4.

Issue Price:

99.570%, of the Aggregate Nominal Amount

5.

(i)

Specified Denominations:

€100,000

(ii)

Calculation Amount:

€100,000

6.

(i)

Issue Date:

10 August 2022

(ii)

Interest Commencement

Issue Date

Date:

7.

Maturity Date:

10 June 2028

8.

Interest Basis:

2.125% Fixed Rate

(further particulars specified below)

  1. Redemption/Payment Basis:
  2. Change of Interest Basis:
  3. Put/Call Options:
  4. Date(s) of relevant corporate authorisations for issuance of Notes:

Redemption at par

Not Applicable

Make-Whole Redemption by the Issuer Clean-up Call Option

Call Option

Change of Control Put Option

(further particulars specified below)

24 February 2022 (Board Authorisation) and 3 August 2022 (Decision to Issue)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.

Fixed Rate Note provisions

Applicable

(i)

Rate(s) of Interest:

2.125%, per annum payable in arrear on each

Interest Payment Date

(ii)

Interest Payment Date(s):

10 June in each year, commencing on 10 June

2023, up to and including the Maturity Date.

There will be a short first coupon for the period

3

  1. Fixed Coupon Amount(s):
  2. Broken Amount(s):

from and including the Interest Commencement Date to but excluding the Interest Payment Date falling on 10 June 2023 (the Short First Coupon).

€2,125 per Calculation Amount payable on each Interest Payment Date other than in respect of the Short First Coupon (as to which see paragraph 13(iv) below)

€1,769.86 per Calculation Amount, payable on the Interest Payment Date falling on 10 June 2023

(v)

Day Count Fraction:

Actual/Actual (ICMA)

(vi)

Determination Date(s):

10 June in each year

(vii)

Range Accrual:

Not Applicable

14.

Floating Rate Note provisions

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

18.

Call Option:

Applicable

(i)

Optional Redemption Date(s):

Any day during the three month period

preceding the Maturity Date (i.e. as from 10

March 2028).

  1. Optional Redemption Amount of €100,000 per Note of €100,000 Specified

each Note:

Denomination

(iii)

If redeemable in part:

Not Applicable

19.

Make-Whole Redemption by the

Applicable

Issuer:

(A): Parties to be notified by Issuer

Not applicable

of Optional Redemption

Date and Make-whole

Redemption Amount (if

other than as set out in

Condition 9.3):

4

(B): Make-whole Redemption

0.25%

Margin:

(C) Discounting basis for purposes

annual

of calculating sum of the present

values of the remaining scheduled

payments of principal and interest

on the Notes to be redeemed in the

determination of the Make-whole

Redemption Amount

(D) Reference Security:

DBR 0.5% 02/15/28

(E) Reference Dealers:

as per Condition

9.3

(F) Quotation Agent:

as identified in the notice sent by the Issuer to

the Noteholders

in accordance with Condition

9.3

20.

Clean-up Call Option:

Applicable

(i)

Clean-up Call Percentage:

80%

(ii)

Early Redemption Amount:

as per Condition

9.4

21.

Put Option:

Not Applicable

22.

Change of Control Put Option:

Applicable

23. Final Redemption Amount

(i)

Fixed Rate Notes, Floating Rate

At par

Notes and Zero Coupon Notes:

24.

Early Redemption Amount of

Not Applicable

each Note payable on redemption

for taxation reasons or on event of

default or other early redemption:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25.

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

26.

New Global Note ("NGN")

Yes

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Compagnie de Saint Gobain SA published this content on 08 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2022 23:55:10 UTC.


© Publicnow 2022
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