sain t-gobain annu al report 2008 annual report

Statutory Auditors’ special report on regulated agreements
and commitments
Year ended December 31, 2008
To the Shareholders,
In our capacity as Statutory Auditors of Compagnie de Saint-Gobain, we hereby report to you on regulated agreements
and commitments.
Agreements and commitments authorized during 2008 and up to the Board of Directors’ meeting of March 19, 2009
In accordance with article L.225-40 of the French Commercial Code (Code de commerce), we were informed of the agreements
and commitments approved by your Board of Directors.
Our responsibility does not include identifying any undisclosed agreements or commitments. We are required to report
to shareholders, based on the information provided, about the main terms and conditions of agreements and commitments
that have been disclosed to us, without commenting on their relevance or substance. Under the provisions of article R.225-31
of the French Commercial Code, it is the responsibility of shareholders to determine whether the agreements and commitments
are appropriate and should be approved.
Underwriting agreement with BNP Paribas in connection with the Compagnie de Saint-Gobain rights issue
Directors: Jean-Louis Beffa and Michel Pébereau
At its meeting on February 19, 2009, the Board of Directors authorized the signature by Compagnie de Saint-Gobain with a group
of banks, including BNP Paribas, of an underwriting agreement in connection with the rights issue decided the same day.
This agreement had no impact the 2008 financial statements.
Bank bond and counter-guarantee for the payment of the fine imposed by the European Commission
on the automotive glass industry
Directors: Jean-Louis Beffa and Michel Pébereau
At its meeting on February 19, 2009, your Board of Directors authorized:
• the signature of an agreement with a group of banks, including BNP Paribas, for the issue of a bank bond guaranteeing
payment of the €896 million fine levied on the automotive glass industry by the European Commission on November 12, 2008,
plus interest at the rate of 5.25% for the period from March 9, 2009, pending the outcome of the appeal lodged
with the Luxembourg Court of First Instance.
• the issue of a counter-guarantee to the group of banks, including BNP Paribas.
BNP Paribas did not receive any fees for the bank bond in 2008, as it came into effect on March 9, 2009.
Agreements and commitments authorized in prior years that remained in force during the year.
Pursuant to the French Commercial Code, we were informed that the following agreements and commitments authorized
in prior years remained in force during the past year.
Defined benefit pension schemes for corporate officers
Directors: Jean-Louis Beffa and Pierre-André de Chalendar
MANAGEMENT REPORT
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In accordance with the Act of August 21, 2007, which required the alignment with the Act’s provisions of defined benefit pension
commitments towards corporate officers outstanding at the date when the Act came into effect, during its meeting of March 20,
2008, the Board of Directors authorized the agreements related to pension benefits entered into prior to August 21, 2007
with Jean-Louis Beffa, Chairman of the Board of Directors, and Pierre-André de Chalendar, Chief Executive Officer, which specify
the years of service and compensation used as the basis for calculating their benefits. These agreements were approved
by the Shareholders’ Meeting of June 5, 2008.
These agreements did not apply in 2008.
Saint-Gobain - 2008 Annual Report