Invitation to our General Meeting 2021

Proposed resolutions and purpose

Resolution 11 

Approval of information relating to the remuneration of corporate officers included in the report on corporate governance in accordance with article L. 22-10-9 I of the French Commercial Code

Purpose

In accordance with the provisions of article L. 22-10-34 I of the French Commercial Code, shareholders are invited to approve the 11th resolution on information relating to the remuneration of corporate officers (Chairman and Chief Executive Officer and Directors) and listed in article L. 22-10-9 I of the French Commercial Code.

As was the case the previous year, information provided notably includes total remuneration and other benefits paid in 2020 or awarded to the Executive Officer in respect of the 2020 fiscal year and elements which establish the link between the Executive Officer’s remuneration and the Company’s performance; coupled with the 2020 allocation formula for the remuneration of Directors as part of the total amount approved by the General Meeting of May 5, 2020(1.3 million euros per fiscal year).

This information is described in the Report on Corporate Governance included in the 2020 Universal Registration Document.

ELEVENTH RESOLUTION

(Approval of information relating to the remuneration of corporate officers stated in article L. 22-10-9 I 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. 22-10-34 I of the French Commercial Code, information stated in article L. 22-10-9 I 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. corporate officers”, in the paragraphs “Remuneration of the Executive Officer (including information stated in article L. 22-10-9 I of the French Commercial Code)” and “Remuneration of the non-executive Directors (including information stated in article L. 22-10-9 I of the French Commercial Code)”.

Resolutions 12 and 13

Approval of the remuneration policy applicable to corporate officers

Purpose

In accordance with the provisions of article L. 22-10-8 II of the French Commercial Code, shareholders are invited to approve the remuneration policy applicable to corporate officers. This approval is the subject of the 12th resolution with regard to Mr Benoît Potier for his term of office as Chairman and Chief Executive Officer and of the 13th resolution for Directors of the Company.

This policy is described in the Report on Corporate Governance included in the 2020 Universal Registration Document and is summarized in the 2021 Invitation to the Annual General Meeting.

TWELFTH RESOLUTION

(Approval of the remuneration policy applicable to Executive Officers)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Board of Directors’ Report on Corporate Governance, approve, pursuant to article L. 22-10-8 II of the French Commercial Code, the remuneration policy applicable to Executive Officers as presented in the Company’s 2020 Universal Registration Document, in Chapter 3 “Corporate Governance”, in the section “Remuneration of L’Air Liquide S.A. corporate officers”, in the paragraph “Remuneration policy applicable to Executive Officers”.

THIRTEENTH RESOLUTION

(Approval of the remuneration policy applicable to Directors)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Board of Directors’ Report on Corporate Governance, approve, pursuant to article L. 22-10-8 II of the French Commercial Code, the remuneration policy applicable to Directors as presented in the Company’s 2020 Universal Registration Document, in Chapter 3 “Corporate Governance”, in the section “Remuneration of L’Air Liquide S.A. corporate officers”, in the paragraph “Remuneration policy applicable to Directors”.