Invitation to our general meeting 2025

3. Remuneration of corporate officers

1.2. IMPLEMENTATION IN ORDER TO DETERMINE THE 2025 REMUNERATION OF THE CHIEF EXECUTIVE OFFICER

The Board of Directors, on the recommendation of the Remuneration Committee, defined the criteria for determining, distributing and allocating the elements comprising the total remuneration of the Chief Executive Officer which are submitted for the approval of the General Meeting of May 6, 2025. These are in line with the continuity of the 2024 remuneration policy, the Board taking into account Mr François Jackow’s level of responsibility and experience, the Group’s context and market practices. It should be noted that Mr François Jackow decided to unilaterally terminate his employment contract at the start of his corporate mandate in June 2022, in accordance with the recommendations of the AFEP/ MEDEF Code and best governance practices.

The structure of remuneration, as well as its amount, remain unchanged from those approved by the General Meeting of April 30, 2024.

M. François Jackow will not receive any remuneration for his office as Director.

The components of the Chief Executive Officer’s remuneration are described below.

  • The annual fixed remuneration for Mr François Jackow will be an annual amount of 1,210,000 euros, identical to 2024.
  • The 2025 variable remuneration for 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
(QUANTIFIABLE) FINANCIAL CRITERIA INCLUDING: 84 70 105 70
Recurring EPS 60 50 75 50
Revenue 24 20 30 20
(QUALITATIVE) PERSONAL CRITERIA 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

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 2025 fiscal year, performance shares totaling 1,815,000 euros (based on an IFRS value),as in 2024.
  • 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 continue to 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 continue to 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 executives” and a defined contribution pension plan (PERO).
  • 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.

(1) Based on the gap between the ROCE and the WACC over the last 3 fiscal years, the ROCE taken into consideration being the recurring ROCE excluding major acquisitions, defined as those representing more than 5% of capital employed (only 2 or 3 acquisitions having exceeded this level in the last 30 years).