Remuneration of the Executive Officers and Directors

REMUNERATION OF THE EXECUTIVE OFFICERS AND DIRECTORS

The Universal Registration Document includes a complete description of the components of the remuneration for the Corporate Officers of L’Air Liquide S.A., including in particular the information pursuant to Ordinance No. 2019-1234 of November 27, 2019, which implements Law No. 2019-486 of May 22, 2019 on business growth and transformation (known as the “PACTE Law”). Pursuant to the new regulation, the General Meeting of May 5, 2020 is invited to decide upon the following components:

With regard to the Chairman and Chief Executive Officer and the Directors of L’ Air Liquide S.A.: the components of remuneration presented in the Report on Corporate Governance pursuant to article L. 225-37-3 I of the French Commercial Code. These components include in particular the total remuneration and the benefits of all kinds paid in 2019 or awarded in respect of 2019 to each Corporate Officer, as well as the ratios between the level of remuneration of the Executive Officer and the average and median remunerations of the Company’s employees, their change and the change of the Company’s performances over the last five fiscal years. These elements are described at pages 148 to 165 of the 2019 Universal Registration Document and are the subject of the 10^th resolution proposed to the General Meeting.
With regard to the Chairman and Chief Executive Officer: the elements which make up the total remuneration and the benefits of all kinds paid during 2019 or awarded in respect of 2019. These elements are described at pages 171 to 177 of the 2019 Universal Registration Document and are summarized as follows. They are the subject of the 9th resolution proposed to the General Meeting.
With regard to all the Corporate Officers of L’ Air Liquide S.A.: the remuneration policy for the Corporate Officers, which is presented at pages 178 to 186 of the 2019 Universal Registration Document and is summarized as follows. It is the subject of the 11^th resolution proposed to the General Meeting

The application of the remuneration policy to the Executive Officer for the 2020 fiscal year is described at pages 166 to 170 of the 2019 Universal Registration Document.

Summary of the elements of the remuneration of Benoît Potier paid in 2019 or awarded in respect of 2019 on which the General Meeting is invited to vote

Fixed remuneration	Amount: €1,325,000 (stable compared to 2018). In accordance with the principles and criteria determined by the Board of Directors on February 13, 2019 and approved by the General Meeting on May 7, 2019, the fixed remuneration was determined taking account of the level of responsibilities, the experience in executive management function and market practices.
Annual variable remuneration	Amount: €2,064,913 The target variable remuneration is equal to 150% of the fixed remuneration. The variable remuneration is limited to 167% of the fixed remuneration. The target variable remuneration is linked in 2019: For 105% of the fixed remuneration (with a maximum of 122% of the fixed remuneration), to two (quantifiable) financial criteria, For 45% of the fixed remuneration (target variable and maximum remuneration), to (qualitative) personal criteria. Assessment for 2019: With regard to the financial criteria (quantifiable), the results for 2019 were above the target for the recurring EPS criterion and below the target for the revenue criterion. The amount of the variable remuneration in respect of these criteria is therefore as follows: Recurring EPS: 87% of the fixed remuneration, representing 116% of the target remuneration for this criterion, Revenue: 25% of the fixed remuneration, representing 84% of the target remuneration for this criterion. The performance, concerning the (qualitative) personal objectives, was held to be excellent. The assessment of their achievement is described in the 2019 Universal Registration Document (pages 172-173) The amount of the variable remuneration in respect of these criteria is therefore as follows: CSR: 14% of the fixed remuneration, representing 95% of the target remuneration for this criterion, Organization/Human Ressources: 14% of the fixed remuneration, representing 95% of the target remuneration for this criterion, Individual performance: 15% of the fixed remuneration, representing 100% of the target remuneration for this criterion. The variable remuneration in respect of the personal objectives amounts therefore to 44% of the fixed remuneration (96.7% of the target remuneration for these objectives). The total amount of the variable remuneration is above the target, up by +2.9% as compared to the variable remuneration for 2018.
Annual variable remuneration	The total amount of the variable remuneration due in respect of 2019 fiscal year will be paid in 2020, after approval of the financial statements by the General Meeting, it being noted that its payment is conditional on the approval by an Annual General Meeting of the elements of remuneration paid during or awarded in respect of 2019 fiscal year to Benoît Potier. The variable remuneration paid in 2019 in respect of 2018 totaled 2,005,653 euros. It was paid following approval of the resolution relating to elements of remuneration paid or awarded to Benoît Potier for 2018 (8^th resolution) by the General Meeting of May 7, 2019.
	There is no deferred annual variable remuneration mechanism, multi-annual variable remuneration mechanism or exceptional remuneration.
Stock options, performance shares or any other long-term element of remuneration	Total IFRS value (according to IFRS 2 norm): €2,249,563 (stable compared to 2018), representing 18,650 performance shares. For 2019, the Board of Directors on September 30, 2019 decided to grant only performance shares (instead of a mix of stock options and performance shares as previously) to all the beneficiaries, in order to simplify and standardize the scheme. The performance shares plans of September 30, 2019 provides for performance conditions calculated over three years and based on: the Return on Capital Employed after tax and the Total Shareholder Return (including an element of relative comparison).
Remuneration as a Director	Benoît Potier does not receive any remuneration in respect of his term of office as Director.
Other benefits	Amount: €10,234 The benefits in kind (accounting valuation) include the use of a company car and the payment to a third-party of the unemployment insurance contributions for company managers and Corporate Officers.
Pension and similar benefit obligations / commitment relating to termination of duties	Termination indemnity, Supplementary pension plans, Collective life insurance plan, Collective death and disability plan (regulated agreements and commitments) €0 received Benoît Potier benefits in particular from a defined benefit pension plan which is subject to performance conditions since the renewal of his office on May 16, 2018. For 2019, the Board of Directors recorded, on February 10, 2020, that the performance condition had been 100% achieved.