Invitation to our General Meeting 2022

Change in governance

The Board of Directors considers that the announced governance structure will provide the Group in the context of the succession with Mr Benoît Potier’s unparalleled experience following his 20 years at the Company’s helm, his commitment to promoting the Group’s culture and values, and his governance expertise founded on transparency and close ties with the Company’s Shareholders.

The Appointments and Governance Committee considered that the skills, depth of experience and personal qualities of Mr François Jackow make him the best candidate to succeed Mr Benoît Potier. As a result, Mr François Jackow’s appointment was recommended to the Board of Directors with the full consent of Mr Benoît Potier. Having deemed Mr François Jackow’s qualities to be well aligned with the Group’s performance and development strategy, the Board decided in principle to appoint him as Chief Executive Officer.

Mr François Jackow joined the Air Liquide Group in 1993. After a wide-ranging, international career, Mr François Jackow has the benefit of his extensive experience of the Group, combining strategic vision and knowledge of its business lines. A member of the Executive Committee as Executive Vice President, Mr François Jackow currently supervises in particular the Europe Industries, Healthcare in Europe and Africa, Middle East & India hubs. The Global Healthcare activity, the Innovation & Technologies, Digital & IT functions are also under his supervision as well as the Customer orientation strategy.

As an Executive Officer, the Chief Executive Officer who alone oversees and manages the operations of the Company, will be invested with the broadest powers to act in all circumstances in the Company’s name subject to certain decisions to be submitted to prior authorization of the Board of Directors, as established in the Board’s internal regulations.

The Board of Directors in fact considers it essential for the Chief Executive Officer to participate as Director in the discussions and resolutions of the Board in charge of outlining the Company’s strategic orientations. His appointment as Director would ensure a perfect balance of governance and allow Shareholders to be involved in this choice. The appointment of Mr François Jackow as Director will therefore be submitted to the General Meeting of Shareholders on May 4, 2022, at the end of which, by decision of the Board of Directors, Mr Benoît Potier’s term of office as Chairman and Chief Executive Officer would be renewed until May 31, 2022.

Within a context of continuity, given Mr Benoît Potier’s long experience as head of Air Liquide and his in-depth knowledge of the Group, he will be entrusted, for the duration of the managerial transition, which is, at the present time, expected to correspond to the duration of his term of office, with specific tasks over and above those legally conferred on the Chairman of the Board of Directors. These specific tasks, which he will carry out in consultation with the Chief Executive Officer, are described in detail in the 2021 Universal Registration Document (chapter 3, section 2.2, paragraph “Tasks and powers of the Chairman of the Board of Directors; management transition”).

By blending continuity and renewal, the Board wishes to adopt this new governance to provide a fluid and balanced organization effective June 1, 2022.