Invitation to our General Meeting 2022

Remuneration of corporate officers

1.3.THE REMUNERATION POLICY OF THE CHIEF EXECUTIVE OFFICER (CONCERNING MR FRANÇOIS JACKOW WITH EFFECT FROM JUNE 1, 2022)

To determine the remuneration elements applicable to Mr François Jackow as Chief Executive Officer, the Board of Directors took into account the standard practices in particular, including a benchmark of the remuneration at a representative panel of companies with a separated governance mode at CAC 40 groups and European companies.

  • The annual fixed remuneration will be for Mr François Jackow an annual amount of 1,100,000 euros. It will be prorated for the period from June 1, 2022 to December 31, 2022, to the effect that the amount paid will be equal to 641,667 euros.
  • The 2022 variable remuneration of Mr François Jackow is drawn up as follows:


 Target Maximum
Indicator As a % of
the fixed
remuneration 		As a %
based on 100 		As a % of
the fixed
remuneration 		As a %
based on
100
FINANCIAL CRITERIA (QUANTIFIABLE) including: 84 70 105 70
Recurring EPS 60 50 75 50
Revenue 24 20 30 20
PERSONAL CRITERIA (QUALITATIVE) including: 36 30 45 30
CSR 12 10 15 10
Organization/Human Resources 12 10 15 10
Individual performance 12 10 15 10
TOTAL (financial and personal criteria) 120 100 150 100

Thus, the fixed remuneration represents approximately 27% and the variable remuneration 32% of the total target remuneration (including LTI), and the target variable remuneration represents 80% of the maximum variable remuneration.

  • Long-term remuneration components: Mr François Jackow will be granted for his term of office as Chief Executive Officer, for the 2022 fiscal year, performance shares totaling 962,500 euros (based on an IFRS value), corresponding pro-rata for the period running from June 1, 2022 to December 31, 2022, to an annual value of 1,650,000 euros.
  • The benefits in kind include the use of a company car as well as contributions to the unemployment insurance for company managers and corporate officers.
  • Death and disability benefits and healthcare cost plan: Mr François Jackow benefits from the additional death and disability benefits plan and the healthcare cost plan covering all the personnel.
  • Long-term commitments: Mr François Jackow has been authorized to benefit from the supplementary pension schemes set up by L’Air Liquide S.A.: a collective pension insurance contract with individual and optional subscription (subject to performance conditions), a “senior managers” defined contribution pension plan and a defined contribution pension plan (PERO) which applies to all the employees and the Executive Officers.
  • Commitments relating to termination of duties:
    • Under certain circumstances, Mr François Jackow will be able to benefit from a termination indemnity, subject to very strict triggering conditions similar to that applying to Mr Benoît Potier. The payment of this indemnity is subject to performance conditions calculated over a three-year period and on the basis of the gap between the ROCE and the WACC.
    • The amount of the termination indemnity is set at 24 months of gross fixed and variable remuneration paid on the date of termination of his duties (1) and decreases gradually as Mr François Jackow, in his capacity as Chief Executive Officer, approaches the age limit defined in the Company’s articles of association.
    • Mr François Jackow will be able to benefit from a indemnity in consideration of a non-competition commitment for a term of two years as from the date on which he ends his term of office.
    • The amount of this indemnity would be equal to one year of gross annual fixed and variable remuneration received by the Chief Executive Officer, wherein the aggregated termination indemnity and non-competition indemnity are capped at two years of annual remuneration (annual fixed and variable remuneration).

(1) Arrangements are to be made in the event of departure during the first years of office. Thus, in the event of departure in 2022, the amount of indemnity will be limited to 12 months (sum of the annual fixed remuneration for 2022 and the target annual variable remuneration for 2022) and in the event of departure during the two following fiscal years 2023 and 2024 will be taken into account, concerning the variable remuneration, the target variable remuneration awarded in the absence of remuneration paid in respect of a fiscal year (for each fiscal year concerned).