Shares bought back may be commuted, assigned or transferred in any manner on or off a stock exchange or over-the-counter, including the divestiture of blocks of shares, in accordance with the applicable regulations.
As own shares do not confer entitlement to a dividend, the amount of the unpaid dividends will be allocated to retained earnings.
This authorization is granted for a period of 18 months starting from the date of this Meeting. It shall be valid as of the date of the Board of Directors’ meeting called to decide on the implementation of the share buyback program and, at the latest, as of October 30, 2025. With effect from this date, it will supersede the authorization granted by the fourth resolution of the Ordinary General Meeting of April 30, 2024, with respect to the non-utilized portion of such authorization.
The General Meeting gives full powers to the Board of Directors, with the possibility of sub-delegating such powers, to implement this authorization, place orders for trades, enter into all agreements, perform all formalities and make all declarations with regard to all authorities and, generally, do all that is necessary for the execution of any of the Board’s decisions made in connection with this authorization.
The Board of Directors shall inform the General Meeting of any transactions performed in light of this authorization in accordance with applicable regulations.
Purpose
The Board of Directors currently comprises 14 members: 12 members appointed by the General Meeting, including five foreign nationals (i.e. 42%) and two Directors representing the employees. The gender balance on the Board is 42% women and 58% men. With 10 Directors qualified as independent, the percentage of independent Directors is 83%.
The offices of Messrs Xavier Huillard, Aiman Ezzat and Bertrand Dumazy expire at the end of this Meeting.
In the 5th resolution, you are asked to renew the term of office as Director of Mr Xavier Huillard for a period of four years. Mr Xavier Huillard has been a Director of L'Air Liquide S.A. since May 2017, Chairman of the Remuneration Committee since May 2018 (of which he had already been a member since 2017) and Chairman of the Appointments and Governance Committee since May 2022 (of which he had been also a member since 2020).
Mr Xavier Huillard has been Lead Director since May 2022 and was confirmed in his duties at the time of the separation of duties between the Chief Executive Officer and the Chairman of the Board. In addition to his missions as Lead Director, Mr Xavier Huillard brings to the Board of Directors his experience as a senior executive in a large international company, his in-depth knowledge of the construction, transport infrastructure, service and energy sectors, as well as his skills in the area of sustainability. The Board of Directors has already taken the decision in principle to reappoint Mr Xavier Huillard as Lead Director at the end of the General Meeting, subject to the renewal of his term of office as Director.
The Board has been assured that Mr Xavier Huillard will continue to be available to participate assiduously in the work of the Board. In 2024, Mr Xavier Huillard’s attendance rate at meetings of the Board and the two Committees he chairs was 100%. During his current term of office, his overall attendance rate was 100%.
In the 6th resolution, you are asked to renew the term of office as Director of Mr Aiman Ezzat for a period of four years. Mr Aiman Ezzat has been a Director of L'Air Liquide S.A. since May 2021 and a member of the Audit and Accounts Committee since May 2022. In addition to the vision of a senior executive of a large international group, Mr Aiman Ezzat brings to the Board of Directors his in-depth knowledge in the fields of digital and cybersecurity, his financial expertise, and his skills in matters related to sustainability.
The Board has been assured that Mr Aiman Ezzat will continue to be available to participate assiduously in the work of the Board. In 2024, Mr Aiman Ezzat’s attendance rate at meetings of the Board and the Committee of which he is a member was 83.5%. During his current term, his overall attendance rate was 96%.
In the 7th resolution, you are also asked to renew the term of office as Director of Mr Bertrand Dumazy for a period of four years. Mr Bertrand Dumazy has been a Director of L'Air Liquide S.A. since May 2021, a member of the Appointments and Governance Committee since May 2022 and a member of the Audit and Accounts Committee since May 2023. Mr Bertrand Dumazy brings to the Board of Directors his expertise in digital transformation, his knowledge in the areas of finance, cybersecurity, sustainability and marketing, as well as his experience as a senior executive in a large international company.
The Board has been assured that Mr Bertrand Dumazy will continue to be available to participate assiduously in the work of the Board. In 2024, Mr Bertrand Dumazy’s attendance rate at meetings of the Board and the Committees of which he is a member was 100%. During his current term of office, his overall attendance rate was 100%.
The Board of Directors has qualified Messrs Xavier Huillard, Aiman Ezzat and Bertrand Dumazy as independent Directors.
At the close of this General Meeting, subject to approval by the Meeting of all the proposed resolutions, the composition of the Board would remain unchanged.
(Renewal of the term of office of Mr Xavier Huillard as Director of the Company)
The General Meeting, deliberating according to the quorum and majority required for Ordinary General Meetings, having noted the Board of Directors’ Report, decides to renew the term of office as a Director of Mr Xavier Huillard for a period of four years, which will expire at the end of the 2029 General Meeting held to approve the Financial Statements for the fiscal year ending December 31, 2028.
