In the 21st resolution, shareholders are invited to approve the modification of article 15 (Powers of the Board of Directors) and article 19 (Powers of General Meetings) of the Company’s articles of association to transfer to the Board of Directors the authority to decide or authorize the issue of bonds as permitted under the first paragraph of article L. 228-40 of the French Commercial Code.
The choice to attribute authority to the Board of Directors (as opposed to the General Meeting) to decide or authorize the issue of bonds is part of the legal decision to simplify the authorization system for the issue of simple bonds introduced by the legislator as of 2004. This choice has been made by the majority of the major listed French bond issuers, which have delegated authorization to their administrative body to issue bonds, thus simplifying the administrative procedure relating to issues. It is to be noted that this modification will not affect issues granting access to share capital, which have a potential dilutive effect for shareholders, the exclusive authority over which, in accordance with legal requirements, will remain that of the General Meeting.
In accordance with the Group’s financing policy which has been introduced in recent years (and in line with the financial objectives set out as part of the NEOS company program primarily aimed at maintaining the Group’s long-term “A” range rating), the total aggregate maximum amount that may be issued by the Company shall continue to be governed and reviewed each year by the Board of Directors with the same rigor as in the past. Each planned transaction will also continue to be examined closely (amount to be issued, maturity, use of funds, market conditions, etc.) by the Group’s Operational Finance Committee (and, where applicable, by the Strategic Finance Committee) in accordance with existing control procedures set out in Chapter 2 of the 2019 Universal Registration Document. Moreover, as in recent years, bond issues will continue to be issued via Air Liquide Finance, a wholly-owned subsidiary of L’ Air Liquide S.A., and therefore do not require formal prior authorization from the Company’s General Meeting.
Therefore, shareholders are invited to validate the removal of the fourth paragraph of article 15 and the second paragraph of article 19 of the articles of association and to thus formally acknowledge that the delegated power given to the Board of Directors by the General Meeting of May 12, 2016 in its 13th resolution has thus expired (for the non-utilized portion and the remaining term).
(Statutory modification relating to the authority to decide or authorize the issue of bonds)
The shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, having reviewed the Report of the Board of Directors:
The fourth paragraph of article 15 of the articles of association, drafted “The Board is authorized to issue bonds pursuant to a delegation granted by the Ordinary Shareholders’ Meeting.” has been deleted.
The other paragraphs of article 15, as modified where applicable by the eighteenth resolution, remain unchanged.
The second paragraph of article 19 of the articles of association, drafted “During the Ordinary Shareholders’ Meeting, shareholders decide or authorize the issue of bonds secured, where necessary, by specific collateral in accordance with prevailing laws and regulations and authorize the Chairman to grant such collateral. They may delegate to the Board of Directors the competence and powers necessary to issue such bonds, in one or more installments, within a period set by them, and to determine the terms and conditions of the issuance of such bonds. The guarantees set up subsequent to the issue of the bonds are granted by the Chairman of the Board of Directors upon the Board’s authorization.” has been deleted.
The first paragraph of article 19 remains unchanged.
