Invitation to our General Meeting 2023

1.2. IMPLEMENTATION IN ORDER TO DETERMINE THE 2023 REMUNERATION OF THE CHIEF EXECUTIVE OFFICER

The positioning of the remuneration of the Chief Executive Officer had been drafted based on an in-depth study of industry practices, including a benchmark of remunerations at CAC 40 groups with a separate governance mode, with the assistance of an outside firm based on publicly available data. The Board decided, on the recommendation of the Remuneration Committee, to maintain in 2023 the Chief Executive Officer’s remuneration at the same level as for 2022, the defined remuneration exhibiting the necessary characteristics of competitiveness and comparability.

• The annual fixed remuneration for Mr François Jackow will be an annual amount of 1,100,000 euros.
• The 2023 variable remuneration for Mr François Jackow is drawn up as follows:

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

• Long-term remuneration components (LTI): Mr François Jackow will be granted, for his term of office as Chief Executive Officer, for the 2023 fiscal year, performance shares totaling 1,650,000 euros (based on an IFRS value).
• 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 plan and healthcare plan: Mr François Jackow will benefit from the additional “incapacity, disability, death” benefits plan and from the healthcare plan covering all the personnel.
• Long-term commitments: Mr François Jackow will benefit from supplementary pension plans set up by L’Air Liquide S.A.: a collective pension insurance contract with individual and optional subscription (that is subject to performance conditions⁽¹⁾), a defined contribution pension plan for “senior managers” and a defined contribution pension plan (PERO) that applies to the whole of the employees and Executive Officers.
• Commitments relating to the termination of duties:
  • Mr François Jackow may benefit from a termination indemnity, subject to very strict triggering conditions. Payment of this indemnity is subject to performance conditions that are calculated over three years and based on the gap between the ROCE and the WACC. The amount of the termination indemnity is set at 24 months’ annual gross fixed and variable remuneration and decreases gradually as Mr François Jackow, in his capacity as Chief Executive Officer, approaches the age limit defined in the articles of association.
  • Mr François Jackow may benefit from an indemnity in consideration for an undertaking not to compete for a period of two years from the date of termination of his term of office. The amount of this indemnity would be equal to one year’s annual gross fixed and variable remuneration received by the Chief Executive Officer (excluding any sums received in respect of the long-term variable remuneration), the aggregate total of the termination indemnity and the non-compete indemnity being capped at two years’ annual gross fixed and variable remuneration.