Invitation to our general meeting 2025

5. Proposed resolutions and purpose

Resolution 4 Buyback by the Company of its own shares

Purpose

The 4th resolution renews the authorization granted to the Board of Directors, for a period of 18 months, to allow the Company to buy back its own shares (including under a liquidity contract). The objectives of the share buyback program are detailed below in the 4th resolution and the buyback program description included in the 2024 Universal Registration Document available on the Company’s website, www.airliquide.com, prior to the General Meeting.

In 2024, the buyback program resulted in the purchase of 1,257,000 shares, representing 0.24% of the share capital at December 31, 2023 and the cancellation of 627,000 shares. Over the past 10 years, share buybacks have represented on average less than 0.5% of the share capital per year.

Additionally, under the liquidity contract, 758,106 shares were purchased and 735,956 were sold in fiscal year 2024. As of December 31, 2024, 25,250 shares were held under the liquidity contract.

As of December 31, 2024, the Company directly owned 1,500,986 shares: 1,408,986 shares for the implementation of any performance share plan and 92,000 shares for cancellation. These shares represent 0.26% of the Company’s share capital. They do not have any voting rights and their related dividends are allocated to retained earnings.

The authorization referred to in the 4th resolution provides that the maximum purchase price is set at 300 euros per share and the maximum number of shares that can be bought back is limited to 10% of the total number of shares comprising the share capital as of December 31, 2024, i.e. 57,825,926 shares, for a maximum total amount of 17,347,777,800 euros.

The share acquisitions carried out under this delegation may be aimed at objectives compatible with the regulations in force, in particular the retention of shares for subsequent delivery (as exchange, payment or otherwise) in the context of external growth transactions subject to a limit of 5% of the number of shares making up the share capital of the Company and, in line with previous practices, for the purpose of employee share ownership transactions, in particular for the purpose of performance share plans in favor of employees and Executive Officers.

Subject to the approval of the 15th resolution, treasury shares may also be canceled to offset, in the long term, the potential dilutive impact resulting from capital increases relating to employee shareholding transactions.

The Board also intends to maintain the liquidity contract in place, in line with the French financial market authority regulations.

As in previous years, the resolution stipulates that the authorization does not apply during takeover bid periods.

Fourth Resolution

(Authorization granted to the Board of Directors for a period of 18 months to allow the Company to trade in its own shares)

The General Meeting, deliberating according to the quorum and majority required for Ordinary General Meetings, having noted the Board of Directors’ Report, in accordance with articles L. 22-10-62 et seq. Of the French Commercial Code and the directly applicable provisions of European Commission Regulation No. 596/2014 of April 16, 2014, authorizes the Board of Directors to allow the Company to repurchase its own shares in order to:

  • cancel them, subject to the adoption of the fifteenth resolution;
  • tender them following the exercise of rights attached to marketable securities conferring entitlement to Company shares by redemption, conversion, exchange, presentation of a warrant or any other means;
  • implement (i) any share purchase option plans or (ii) plans for free share attributions, or (iii) any employee share ownership transactions reserved for members of a Company Savings Plan, performed under the terms and conditions set forth in articles L. 3331-1 et seq. of the French Labor Code through the divestiture of shares bought back previously by the Company under this resolution, or providing for free share attributions in respect of a contribution in shares by the Company and/or to replace the discount, or (iv) share grants to employees and/or Company Officers and those of affiliated companies;
  • retain the shares for subsequent delivery (as exchange, payment, or otherwise) in the context of external growth transactions subject to a limit of 5% of the number of shares making up the share capital of the Company;
  • maintain an active market in the Company’s shares pursuant to a liquidity contract in accordance with the market practice recognized by the French financial market authority.

The buyback by the Company of its own shares shall be also intended to enable the implementation of any market practice that may be permitted by the French financial market authority and, more generally, the achievement of any other transaction which would comply with the regulations in force. In this case, the Company would inform its Shareholders by means of a press release.

The General Meeting sets the maximum purchase price at 300 euros (excluding acquisition costs) per share with a par value of 5.50 euros, and the maximum number of shares that can be bought back at 10% of the total number of shares making up the share capital as of December 31, 2024, i.e. 57,825,926 shares with a par value of 5.50 euros, for a maximum total amount of 17,347,777,800 euros, subject to the legal limits.

These shares may be purchased at any time, excluding the periods for takeover bids on the Company’s share capital, on one or more occasions and by all available means, either on or off a stock exchange, over-the-counter, including the purchase of blocks of shares, or through the use of derivative financial instruments, and, if applicable, by all third parties acting on behalf of the Company, under the conditions stipulated in the provisions of the final paragraph of article L. 225-206 of the French Commercial Code.