Invitation to our General Meeting 2022

TWENTIETH RESOLUTION

(Authorization granted to the Board of Directors for a period of 38 months to grant to employees and Executive Officers of the Group, or some of such employees and Executive Officers, share subscription options or share purchase options resulting in the waiver by Shareholders of their preferential subscription rights to shares to be issued upon exercise of the subscription options)

The Shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report:

• authorize the Board of Directors within the scope of articles L. 225-177 et seq. and L. 22-10-56 et seq. of the French Commercial Code, to grant, on one or more occasions, to employees and Executive Officers of the Company or its French and foreign subsidiaries within the meaning of article L. 225-180 of the French Commercial Code, or some of such employees and Executive Officers, options conferring entitlement to subscribe to new shares of the Company to be issued pursuant to a capital increase or options conferring entitlement to the purchase of existing Air Liquide shares bought back by the Company;
• decide that the total number of options thus granted for a period of 38 months may not confer entitlement to a total number of shares exceeding 2% of the Company’s share capital on the date the options are granted by the Board of Directors, bearing in mind that the number of options granted to the Company’s Executive Officers, pursuant to this authorization, may not confer entitlement to a total number of shares exceeding 0.2% of the Company’s share capital on the date the options are granted by the Board of Directors; the total numbers of shares thus determined do not take into account any adjustments that could be made in accordance with the applicable legal and regulatory provisions in order to preserve the rights of the beneficiaries of the share subscription or share purchase options;
• decide that the maximum nominal amount of share capital increases to be performed on the basis of this authorization shall be deducted from the overall limit stipulated in paragraph 2 of the fifteenth resolution of the Extraordinary General Meeting of May 4, 2021 (or any resolution which would replace it at a later date);
• set the period of validity during which the options may be exercised at a maximum of 10 years as from the date of their allocation by the Board of Directors, and grant full powers to the Board of Directors to set a shorter period;
• decide that this authorization is granted for a period of 38 months as from the date hereof. It shall entail an express waiver by the Shareholders of their preferential subscription right to the shares that shall be issued as and when the options are exercised in favor of the share subscription option beneficiaries;
• decide that the Board of Directors, within the limits provided for by law and this resolution, shall set the conditions under which the options will be granted, as well as the list of beneficiaries and the number of options offered, and shall determine the subscription or purchase price of the shares, which may not be lower than the average of the opening trading prices for the 20 trading days prior to the date when the option is granted, rounded down to the nearest euro, nor for share purchase options, the average purchase price of the Company’s treasury shares, rounded down to the nearest euro. This price may not be modified unless the Company were to carry out one of the financial or securities transactions provided for by law. In such a case, the Board of Directors would, according to regulatory conditions, adjust the number and price of the shares covered by the options granted, to take account of the impact of the transaction; it may also, in such a case, if it deemed this necessary, temporarily suspend the right to exercise the options during the aforementioned transaction;
• grant full powers to the Board of Directors, with the option of sub-delegation under the conditions set by law, to, where applicable, deduct the share capital increase costs from the amount of additional paid-in capital relating to such increases, complete or have completed all actions and formalities in order to record the share capital increase (s) resulting from the exercise of share subscription options, and amend the articles of association accordingly.

This authorization supersedes the authorization granted by virtue of the thirteenth resolution of the Extraordinary General Meeting of May 7, 2019, for its unused portion.

TWENTY-FIRST RESOLUTION

(Authorization granted to the Board of Directors for a period of 38 months to grant existing or new shares to employees and Executive Officers of the Group, or some of such employees and Executive Officers, resulting in the waiver by Shareholders of their preferential subscription rights to the shares to be issued)

The Shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report:

• authorize the Board of Directors, within the scope of articles L. 225-197-1 et seq., L. 22-10-59 and L. 22-10-60 of the French Commercial Code, to proceed, on one or more occasions, to free share attribution of existing or new shares to beneficiaries, whom it will determine from among the employees and Executive Officers of the Company and the entities affiliated with the Company, pursuant to article L. 225-197-2 of the aforementioned Code, under the following conditions;
• decide that the existing or new shares that are granted pursuant to this authorization may not represent more than 0.5% of the share capital on the date of the decision by the Board of Directors to grant them, bearing in mind that the shares granted to Executive Officers of the Company pursuant to this authorization may not represent more than 0.1% of the share capital on the date of the decision by the Board of Directors to grant them; the total numbers of shares thus determined do not take into account any adjustments that could be made in the event of a transaction involving the Company’s share capital;
• decide that the maximum par value amount of share capital increases performed on the basis of this authorization shall be deducted from the overall limit stipulated in paragraph 2 of the fifteenth resolution of the Extraordinary General Meeting of May 4, 2021 (or any resolution which would replace it at a later date);
• decide that the grant of such shares to their beneficiaries shall become definitive either:
  • at the end of a minimum vesting period of two years, it being specified that the beneficiaries shall then be required to hold such shares for a minimum period of two years as from their final grant date, or
  • for all or some of the shares granted, at the end of a minimum vesting period of four years, in this case no minimum holding period shall apply,

it being specified that the Board of Directors shall have the right to choose between these two possibilities and to use them alternately or concurrently, and it may, in either case, extend the vesting period, and, in the first case, extend the holding period and, in the second case, determine a holding period;

• decide that the grant of such shares to their beneficiaries shall become definitive prior to the end of the above-mentioned vesting periods and that such shares shall be freely transferable in the event of the disability of the beneficiary under the conditions provided for by law;
• take due note that, in the event of the free attribution of new shares, this authorization shall entail, as and when such shares are definitely granted, an increase in capital by capitalization of additional paid-in capital, reserves or profits in favor of the beneficiaries of the shares and the correlative waiver by the Shareholders of their preferential rights for such shares in favor of the beneficiaries;
• grant full powers to the Board of Directors with the possibility of sub-delegation under the conditions set by law, to implement this authorization. The Board of Directors shall have full powers in order to, in particular:
  • determine the identity of the beneficiaries or the category or categories of beneficiaries, of the share attribution and the number of shares attributed to each of them,
  • set the conditions and, where applicable, the criteria for the attribution of shares,
  • provide for the possibility to provisionally suspend the rights to the attribution under the conditions provided for by law and the applicable regulations,
  • register the free shares attributed in a registered account in the name of the holder, mentioning, where applicable, the holding period and the duration of such period, and to waive the holding period for the shares in any circumstance in which this resolution or the applicable regulations make it possible to waive such holding period,
  • provide for the possibility, if it deems it necessary, to adjust the number of free shares attributed in order to preserve the rights of the beneficiaries in the event of any transactions on the Company’s share capital during the vesting period, as referred to article L. 225-181, paragraph 2, of the French Commercial Code, under conditions which it shall determine,
  • in the event of the issuance of new shares, to deduct, where applicable, from the reserves, profits or additional paid-in capital as it chooses, the amounts required to pay for such shares, to record the completion of the share capital increases carried out under this authorization, to amend the articles of association accordingly and, in general, to carry out all necessary acts and formalities.

This authorization is granted for a period of 38 months as from the date hereof and supersedes the authorization granted by virtue of the fourteenth resolution of the Extraordinary General Meeting of May 7, 2019, for its unused portion.