Ordinary General Meeting

Proposed resolutions and purpose

Ordinary General Meeting

Ordinary General Meeting


Resolutions 1 and 2 Approval of the financial statements for the year

Purpose

Shareholders are asked in the 1st and 2nd resolutions to approve both the Company and consolidated financial statements of Air Liquide for the year ended December 31, 2019, as presented in Chapter 4 of the 2019 Universal Registration Document.

FIRST RESOLUTION

(Approval of the Company financial statements for the year ended December 31, 2019)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, having reviewed:

  • the Reports of the Board of Directors and the Statutory Auditors;
  • the Company’s financial statements, income statement, balance sheet and notes thereto;

approve the Company’s financial statements for the year ended December 31, 2019 as presented, and approve the transactions reflected in these financial statements or mentioned in these reports.

The shareholders determined the amount of net earnings for the fiscal year at 567,741,496 euros.

SECOND RESOLUTION

(Approval of the consolidated financial statements for the year ended December 31, 2019)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, having reviewed:

  • the Reports of the Board of Directors and the Statutory Auditors;
  • the Group’s consolidated financial statements;

approve the consolidated financial statements for the year ended December 31, 2019 as presented.

Resolution 3 Appropriation of earnings and setting of the dividend

Purpose

In the 3rd resolution, shareholders are asked to approve the distribution of a dividend of 2.70 euros per share. Following the attribution to shareholders of one free share for every ten shares owned on October 9, 2019, the dividend proposed represents a significant increase of +12.4% compared with 2018.

A loyalty dividend of 10%, i.e. 0.27 euro per share, shall be granted to shares which have been held in registered form since December 31, 2017 and which remain held in this form continuously until the dividend payment date. As of December 31, 2019, 28.36% of the shares making up the share capital are likely to benefit from this loyalty dividend.

With an estimated pay-out ratio of 58% of the Group’s published net profit, the proposed dividend is an integral part of Air Liquide’s policy to reward and grow shareholder portfolios over the long term.

The ex-dividend date is expected to be set for May 11, 2020 and the dividend payment date for May 13, 2020.

Nonetheless, in view of developments in the Coronavirus (COVID-19) pandemic, there is a risk that the General Meeting may be postponed, despite organizational efforts made for it to go ahead. In such a case, to avoid a delay in the payment to shareholders, the Board has decided that if the General Meeting were to be postponed, an interim dividend equal to the amount of the ordinary dividend in respect of the fiscal year ended December 31, 2019 will be paid on May 13, 2020. In this case, no residual ordinary dividend would be paid. For shares which benefit from the loyalty dividend, a balance of 0.27 euro per share (not paid as an interim dividend) would be granted to shares which have been held in registered form since December 31, 2017, and which remain held in this form continuously until the date on which said balance shall be paid, following the General Meeting convened on second notice.

The terms of the resolution below have been modified to take this scenario into account.

THIRD RESOLUTION

(Appropriation of 2019 earnings and setting of the dividend)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, having noted that, considering the fiscal year 2019 earnings of 567,741,496 euros and the retained earnings of 5,587,764,890 euros as of December 31, 2019, distributable earnings for the year amount to a total of 6,155,506,386 euros, approve the proposals of the Board of Directors regarding the appropriation of earnings.

The shareholders hereby decide to appropriate distributable earnings as follows:

Legal reserve24,025,144 euros
Retained earnings4,817,874,537 euros
Dividend (including the loyalty dividend)1,313,606,705 euros