The terms of office of Ernst & Young et Autres and PricewaterhouseCoopers Audit as the Company’s Principal Statutory Auditors, and the terms of their respective Deputy Statutory Auditors, Auditex company and Mr Jean-Christophe Georghiou, will expire at the end of this General Meeting.
The renewal of the term of office as a Principal Statutory Auditor of PricewaterhouseCoopers Audit, appointed by the General Meeting on May 12, 2016, is submitted for Shareholders approval. Shareholders are invited, on the recommendation of the Audit and Accounts Committee, based on its positive assessment of the work done by PricewaterhouseCoopers during its first term of office (particularly in terms of its good understanding of the challenges faced by Air Liquide and the way in which it operates), to renew this term of office, within the framework of the 8th resolution, for a period of six fiscal years.
Given the length of Ernst & Young et Autres’ term of office as a Principal Statutory Auditor of the Company (since 1983) and in accordance with the provisions of Regulation (EU) n° 537/2014 of April 16, 2014, the renewal of its term of office will not be proposed to the General Meeting. In order to appoint a Principal Statutory Auditor to replace Ernst & Young et Autres, a selection process was implemented, which was guided and monitored by the Audit and Accounts Committee.
As part of this process, a selection timetable, including a call for tenders in 2020, was approved by the Audit and Accounts Committee in November 2019, in order to ensure compliance with the cooling-off period of one year, corresponding to the 2021 fiscal year, applicable to the selected firm, pursuant to article 5 of Regulation (EU) n° 537/2014 of April 16, 2014 and article L. 822-11 of the French Commercial Code. At the end of the tender process, the Audit and Accounts Committee approved the report on the conclusions of the Statutory Auditors selection procedure submitted to it by Executive Management and, after examining the documents and presentations of each firm concerned and holding Q&A sessions, made a recommendation including two candidates to the Board of Directors, stating its reasoned preference for KPMG S.A., particularly in view of the appropriate geographical coverage proposed by KPMG S.A. and its good understanding of the needs, challenges and activities of Air Liquide. It should be noted that the Committee was not influenced by any third party and was not subject to any contractual clause that restricted its decision in formulating this recommendation.
On the basis of this justified recommendation from the Audit and Accounts Committee, the Board of Directors, at its meeting of November 2020, without the Chairman and Chief Executive Officer participating in the vote (pursuant to the regulations), decided to approve in principle the reasoned preference of the Audit and Accounts Committee and to propose to the General Meeting of 2022 the appointment of KPMG S.A. as a Statutory Auditor of L’Air Liquide S.A., replacing Ernst & Young et Autres. The Board of Directors confirmed this decision on February 15, 2022, (without the Chairman and Chief Executive Officer participating in the vote), on the basis of the final recommendation of the Audit and Accounts Committee issued with regard in particular of this firm’s most recent inspection report.
Thus, on the recommendation of the Audit and Accounts Committee, the Board of Directors proposes, within the framework of the 9th resolution, the appointment of KPMG S.A. as a Principal Statutory Auditor for a period of six fiscal years.
It should also be noted that, since Law No. 2016-1691 of December 9, 2016, it is no longer obligatory to appoint a Deputy Statutory Auditor unless the Principal Statutory Auditor is a natural person or a single-member company. Accordingly, pursuant to article L. 823-1 of the French Commercial Code, it is proposed that, in the 10th resolution, Shareholders acknowledge the expiration of the terms of office of Auditex company and Mr Jean-Christophe Georghiou as Deputy Statutory Auditors and that they will not be replaced.
(Renewal of the term of office as a Principal Statutory Auditor of PricewaterhouseCoopers Audit)
The Shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, decide, on the proposal of the Board of Directors, to renew for a period of six fiscal years the term of office as a Principal Statutory Auditor of PricewaterhouseCoopers Audit, having its head office at 63, rue de Villiers, 92200 Neuilly-sur-Seine, which will expire at the end of the Ordinary General Meeting held to approve the Financial Statements for the fiscal year ending December 31, 2027.
The Statutory Auditor has informed the Company in advance that it would accept the renewal of its term of office.
(Appointment of KPMG S.A. as a Principal Statutory Auditor)
The Shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, decide, on the proposal of the Board of Directors, to appoint as a Principal Statutory Auditor, replacing Ernst & Young et Autres, KPMG S.A., having its head office at Tour Eqho, 2, avenue Gambetta, 92066 Paris La Défense Cedex. This six-year term of office will expire at the end of the Ordinary General Meeting convened to approve the Financial Statements for the fiscal year ending December 31, 2027.
The Statutory Auditor has informed the Company in advance that it would accept this appointment.
