Resolutions 5 to 7 Renewal of a director’s term of office and appointment of two directors

Proposed resolutions and purpose

Resolutions 5 to 7 Renewal of a director’s term of office and appointment of two directors

Resolutions 5 to 7 Renewal of a Director’s term of office and appointment of two Directors

Purpose

The 5th resolution concerns the renewal of the term of office of Mr Brian Gilvary, as Company Director, that expires at the end of this General Meeting. Brian Gilvary has been an independent Director on the Board of Directors since May 2016 and a member of the Audit and Accounts Committee since May 2017. He provides the Board of Directors with his financial expertise, knowledge of the energy sector and global vision of a large international group. Brian Gilvary is a British national and also brings his multi-cultural expertise to the Board. Shareholders are invited, on the recommendation of the Appointments and Governance Committee, to renew the term of office of Brian Gilvary as a Director for a period of four years.

Shareholders are invited, in the 6th and 7th resolutions , to appoint two new independent Directors.

The terms of office of Karen Katen and Pierre Dufour will expire at the end of this General Meeting. The term of office of Karen Katen is not proposed for renewal in accordance with the provisions set out in the internal regulations of the Board of Directors. Moreover, the Board of Directors has noted Pierre Dufour’s decision not to request the renewal of his term of office as Director.

The Board of Directors thanked Karen Katen warmly for her contribution to the work of Air Liquide’s Board of Directors since 2008.

As a former Group senior executive and Director since 2012, Pierre Dufour has contributed his extensive international experience and in-depth knowledge of the engineering and industrial gases businesses to the Board of Directors. The Board thanked him warmly for his major contribution to Air Liquide’s growth over the years.

Your Board of Directors has decided, on the recommendation of the Appointments and Governance Committee, to propose the appointment of two new Directors to continue to improve the diversity of profiles and the complementarity of experience, expertise and cultures within the Board of Directors.

Thus, on the recommendation of the Appointments and Governance Committee, following a selection process overseen by the latter, assisted by an external consultant, and carried out in accordance with the diversity policy defined by the Board of Directors, shareholders are invited to appoint as independent Directors, for a period of four years, Ms Anette Bronder and Kim Ann Mink.

A German citizen, Anette Bronder is the Group Chief Operating Officer of Swiss Re, a world leading provider of re-insurance. She was previously member of the Management Board of T-Systems International, a subsidiary of Deutsche Telekom, where she was responsible for building up and managing the growth areas ’Internet of Things’, ‘Public Cloud’ and ‘Cybersecurity’. Anette Bronder will bring to the Board her strong digital expertise, as well as her experience of large international groups in the fields of IT and telecom.

An American citizen, Kim Ann Mink spent most of her career in US-based leading international groups in the chemical sector, where she held senior management roles. She joined Innophos from the Dow Chemical Company in 2015 as President and CEO and was named Chairman in 2017. She had previously served for more than 20 years at the Rohm and Haas Company (which was acquired by Dow Chemical). Kim Ann Mink will bring to the Board, in addition to her scientific academic background and her experience in research and innovation, her strong leadership skills and deep understanding of the chemical sector.

FIFTH RESOLUTION

(Renewal of the term of office of Mr Brian Gilvary as Director)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to renew the term of office of Mr Brian Gilvary as a Director for a period of four years, which will expire at the end of the 2024 General Meeting, held to approve the financial statements for the fiscal year ending December 31, 2023.

SIXTH RESOLUTION

(Appointment of Ms Anette Bronder as Company Director)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to appoint Ms Anette Bronder as a Director for a term of four years, which will expire at the end of the 2024 General Meeting held to approve the financial statements for the fiscal year ending December 31, 2023.

SEVENTH RESOLUTION

(Appointment of Ms Kim Ann Mink as Company Director)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to appoint Ms Kim Ann Mink as a Director for a term of four years, which will expire at the end of the 2024 General Meeting held to approve the financial statements for the fiscal year ending December 31, 2023.