Invitation to our General Meeting 2023

Introduction

RESOLUTION 10 REGULATED AGREEMENTS

Purpose

During the 2022 fiscal year, no new regulated agreements were submitted for the prior approval of the Board of Directors.

As provided by law, the Board of Directors carried out an annual review of agreements approved and concluded during previous fiscal years which continued to be applied during the year ended December 31, 2022.

In the 10th resolution, you are asked to take note of the fact that the Statutory Auditors’ Special Report on regulated agreements does not mention any new agreements.

The Special Report is included in chapter 6 of the 2022 Universal Registration Document.

TENTH RESOLUTION

(Statutory Auditors’ Special Report on agreements covered by the articles L. 225-38 et seq. of the French Commercial Code)

The General Meeting, deliberating according to the quorum and majority required for Ordinary General Meetings, duly notes that the Statutory Auditors’ Special Report on the agreements covered by articles L. 225-38 et seq. of the French Commercial Code required by the legal and regulatory provisions in force has been submitted to the General Meeting and that it makes no mention of any new agreement during the fiscal year ended December 31, 2022.

RESOLUTIONS 11 TO 13 APPROVAL OF THE REMUNERATION OF COMPANY OFFICERS PAID OR AWARDED IN RESPECT OF THE 2022 FISCAL YEAR

Purpose

Pursuant to article L. 22-10-34 II of the French Commercial Code, Shareholders are asked:

  • in the 11th resolution to approve the fixed, variable and exceptional components of the total remuneration and other benefits paid in 2022 or awarded in respect of the 2022 fiscal year (for the period from January 1, 2022 to May 31, 2022) to Mr Benoît Potier as Chairman and Chief Executive Officer. It is specified that no LTI or exceptional remuneration were paid or awarded in 2022;
  • in the 12th resolution to approve the fixed, variable and exceptional components of the total remuneration and other benefits paid in 2022 or awarded in respect of the 2022 fiscal year (for the period from June 1, 2022 to December 31, 2022) to Mr François Jackow as Chief Executive Officer. It is specified that no exceptional remuneration was paid or awarded in 2022;
  • in the 13th resolution to approve the fixed, variable and exceptional components of the total remuneration and other benefits paid in 2022 or awarded in respect of the 2022 fiscal year (for the period from June 1, 2022 to December 31, 2022) to Mr Benoît Potier as Chairman of the Board of Directors. It is specified that no variable remuneration, LTI or exceptional remuneration were paid or awarded in 2022.

These components of remuneration are described in the Report on Corporate Governance included in chapter 3 of the 2022 Universal Registration Document and are summarized in the 2023 Invitation to the Annual General Meeting. They were paid or awarded in line with the remuneration policy approved by the General Meeting on May 4, 2022.

ELEVENTH RESOLUTION

(Approval of the components of the remuneration paid during or awarded in respect of the fiscal year ended December 31, 2022 to Mr Benoît Potier, Chairman and Chief Executive Officer, for the period from January 1, 2022 to May 31, 2022)

The General Meeting, deliberating according to the quorum and majority required for Ordinary General Meetings, approves, pursuant to article L. 22-10-34-II of the French Commercial Code, the fixed, variable and exceptional elements of the total remuneration and benefits of any kind paid during the fiscal year ended December 31, 2022, or awarded for the same fiscal year to Mr Benoît Potier, Chairman and Chief Executive Officer (for the period from January 1, 2022 to May 31, 2022), as presented in the Company’s 2022 Universal Registration Document, in chapter 3 “Corporate governance”, in the section entitled “Remuneration of L’Air Liquide S.A. corporate officers”, in the paragraph headed “Elements of the total remuneration and benefits of any kind paid during or awarded in respect of the fiscal year ended December 31, 2022, to Mr Benoît Potier (for the period from January 1, 2022 to May 31, 2022) and on which the General Meeting of May 3, 2023, is invited to vote”.