During the 2019 fiscal year, no new regulated agreement, was submitted for the approval of the Board of Directors.
As provided by law, the Board of Directors carried out an annual review of agreements entered into and approved during previous fiscal years which continued to be applied during the year ended December 31, 2019.
In the 8th resolution, you are asked to take note that the Statutory Auditors’ Special Report on regulated agreements does not mention any new agreement.
The Special Report is included in Chapter 6 of the 2019 Universal Registration Document.
(Statutory Auditors’ Special Report on agreements covered by articles L. 225-38 et seq. of the French Commercial Code)
The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, duly note that the Statutory Auditors’ Special Report on the agreements and transactions covered by articles L. 225-38 et seq. of the French Commercial Code required by the legal and regulatory provisions in force, and which makes no mention of any new agreement, has been submitted to them.
Pursuant to article L. 225-100 III of the French Commercial Code, shareholders are asked in the 9th resolution to approve the fixed, variable and exceptional components of the total remuneration and other benefits paid in 2019 or awarded in respect of the 2019 fiscal year to Benoît Potier. It is specified that no exceptional remuneration has been paid or awarded in 2019.
The components of remuneration are described in the Report on Corporate Governance included in the 2019 Universal Registration Document and are summarized in the 2020 Invitation to the Annual General Meeting. They were paid or awarded in line with the remuneration policy approved by the General Meeting on May 7, 2019.
(Approval of the elements of remuneration paid during or awarded in respect of the fiscal year ended December 31, 2019 to Mr Benoît Potier)
The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, approve, pursuant to article L. 225-100 III of the French Commercial Code, the fixed, variable and exceptional components of the total remuneration and other benefits paid during or awarded in respect of the fiscal year ended December 31, 2019 to Benoît Potier, as presented in the Company’s 2019 Universal Registration Document, Chapter 3 “Corporate Governance”, in the section “Remuneration of L’ Air Liquide S.A. Executive Officers and Directors”, in the paragraph “Elements of the total remuneration and benefits of any kind paid during or awarded in respect of the fiscal year ended December 31, 2019 to Benoît Potier and on which the General Meeting of May 5, 2020 is invited to vote”.
In accordance with the provisions of law No. 2019-486 dated May 22, 2019 (known as the PACTE law) and Ordinance No. 2019-1234 dated November 27, 2019, shareholders are invited to approve the 10th resolution on information relating to the remuneration of Corporate Officers (Chairman and Chief Executive Officer and Directors) and listed in article L. 225-37-3 I of the French Commercial Code.
In addition to total remuneration and other benefits paid in 2019 or awarded to the Executive Officer in respect of the 2019 fiscal year, information provided in accordance with the new regulation includes in particular elements which establish the link between the Executive Officer’s remuneration and the Company’s performance; coupled with the 2019 allocation formula for the remuneration of Directors as part of the total amount approved by the General Meeting of May 16, 2018 (1.15 million euros per fiscal year).
This information is described in the Report on Corporate Governance included in the 2019 Universal Registration Document.
(Approval of information relating to the remuneration of Corporate Officers stated in paragraph I of article L. 225-37-3 of the French Commercial Code)
The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, approve, in accordance with article L. 225-100 II of the French Commercial Code, information stated in paragraph I article L. 225-37-3 of the same code which is included in the Board of Directors’ Report on Corporate Governance, in Chapter 3 “Corporate Governance”, in the section entitled “Remuneration of L’ Air Liquide S.A. Executive Officers and Directors”, in the paragraphs “Remuneration of the Executive Officer (including information stated in paragraph I of article L. 225-37-3 of the French Commercial Code)” and “Remuneration of non-executive Directors (including information stated in paragraph I of article L. 225-37-3 of the French Commercial Code)”.
