Invitation to our General Meeting 2022

Total IFRS value (according to IFRS 2 norm): €2,249,608 (stable since 2018), representing 18,800 performance shares

For the record, since 2019, the Board of Directors decided, following the general market trend, to grant only performance shares (instead of a mix of stock options and performance shares) to all the beneficiaries, in order to simplify and standardize the LTI scheme.

In agreement with him and in accordance with best governance practices, the Board decided at its meeting of February 15, 2022 to apply to Mr Benoît Potier the proration principle when he ends his term of office as Chief Executive Officer on May 31, 2022, even though he remains within the Group and could in principle therefore continue to acquire his rights during his term as non-executive Chairman. The LTI granted to Mr Benoît Potier in 2021 will therefore be prorated, to the effect that the 2021 grant to Mr Benoît Potier will be reduced by -52.9%, while the definitive award remains subject to performance conditions and all other conditions (including shareholding obligations) continue to apply.

The performance shares plan of September 29, 2021 is accompanied by performance conditions calculated over three years and based on:

• the Return on Capital Employed after tax for 50%;
• the Total Shareholder Return (including an element of relative comparison) for 40%;
• the reduction in Air Liquide’s carbon intensity for 10% of the performance shares granted.

Amount: €10,786

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 insurance contract

Mr Benoît Potier benefits in particular from a collective pension insurance contract with individual and optional subscription (known as “article 82 of the French General Tax Code”) which was introduced to replace the acquisition of rights under the defined benefit pension plan as of January 1, 2020.

The performance conditions that apply are similar to those that applied to the defined benefit plan: the total contribution for a fiscal year depends on the average annual gap between the return on capital employed after tax (ROCE) and the weighted average cost of capital (WACC) (net equity method), calculated (on the basis of the certified consolidated financial statements, approved by the General Meeting) for the last three fiscal years prior to the said fiscal year.

In respect of 2021, the Board of Directors on February 15, 2022 took note of the 100% achievement of these performance conditions. Accordingly, the amount to be paid in 2022 in respect of 2021 under the collective pension insurance contract with individual and optional subscription will amount to 340,000 euros gross. This paid in arrear amount will be split in accordance with the remuneration policy approved by the General Meeting of May 4, 2021, between a payment to the insurer and a payment to Mr Benoît Potier intended to cover the social security contributions and taxes due on the payments made to the insurer.

Consequently, the amount paid to Mr Benoît Potier will be €170,000.

Mr Benoît Potier cannot apply for the entitlements under this pension insurance contract before the age at which he becomes entitled to claim his pension entitlements under the French general social security scheme.