Invitation to our general meeting 2025

5. Proposed resolutions and purpose

Resolutions 18 to 19 Grant of share subscription or purchase options and performance shares

Purpose

The Group has established performance share plans with the aim of involving employees in its performance, beyond profit-sharing and participation. The Board of Directors has not awarded stock options since 2019, but has not ruled out using this remuneration instrument, according to the conditions described above, if changes in circumstances justify doing so. In order to pursue this attribution policy, it is proposed that you renew the existing authorizations that were last granted by the General Meeting of May 2022.

As in the past, the performance conditions apply to all options and performance shares awarded to any beneficiary and are calculated over three years. They are set at the beginning of the year at the February meeting of the Board of Directors, in order to comply with a reference period of three full years.

The criteria used include ROCE (Return on Capital Employed), which is relevant in very capital intensive industry, and TSR (Total Shareholder Return), which enables the Company’s performance to be aligned with the regular returns expected by its Shareholders.

Since the 2020 performance share plans, the performance conditions have included a performance condition linked to the Group’s climate objectives. The weighting of the climate criterion would be strengthened in the performance share plans from 2025, as proposed in the remuneration policy submitted to you in the 12th resolution.

The proposed resolutions set sub-limits for Company Officers, it being specified that the Board of Directors sets annual limits that are substantially lower than these sub-limits. Attributions to Company Officers are also accompanied by strict shareholding obligations.

It should be noted that, since 2018, the award of long-term incentives (LTIs) to the Company Officer has been subject to the principle of prorating. In practice, if the Company officer leaves for any reason other than resignation or removal from office for serious cause (situations which will result in the loss of the LTI), the overall allocation rate (when the performance conditions have been applied) will be reduced on a prorated basis, according to the number of months of the Company officer’s actual presence at the Group during the period of assessment of the performance criteria.

In addition, under the principle applied since 2016, the attribution of performance shares to the Company Officer is assessed according to IFRS.

The 18th resolution is intended to renew, for a period of 38 months, the authorization granted to the Board of Directors by the General Meeting of May 4, 2022, to grant options to subscribe or purchase shares of the Company for the benefit of employees and Company Officers. The draft resolution maintains the total number of options allowed at 2% of the share capital over 38 months, and sets the limit on the number of shares that can be awarded to Company Officers at the same time at 0.2% of the share capital.

The 19th resolution is intended to renew, for a period of 38 months, the authorization granted to the Board of Directors by the General Meeting of May 4, 2022, to grant performance shares of the Company for the benefit of employees and Company Officers. The draft resolution maintains the total number of shares that can be attributed at 0.5% of the share capital over 38 months, and sets the limit on the number of shares that can be awarded to Company Officers at 0.1% of the capital at the same time. In order to make performance share attribution plans more attractive to employees (beneficiaries), particularly internationally, and to simplify their management, the “France” and “World” regulations would now be consolidated into a single plan, together with a minimum vesting period of three years, with no minimum holding period.

Eighteenth Resolution

(Authorization granted to the Board of Directors for a period of 38 months to grant to employees and Company Officers of the Group, or some of such employees and Company Officers, share subscription options or share purchase options resulting in the waiver by Shareholders of their preferential subscription rights to shares to be issued upon exercise of the subscription options)

The Shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report:

  • authorize the Board of Directors within the scope of articles L. 225-177 et seq. and L. 22-10-56 et seq. of the French Commercial Code, to grant, on one or more occasions, to employees and Company Officers of the Company or its French and foreign subsidiaries within the meaning of article L. 225-180 of the French Commercial Code, or some of such employees and Company Officers, options conferring entitlement to subscribe to new shares of the Company to be issued pursuant to a capital increase or options conferring entitlement to the purchase of existing Air Liquide shares bought back by the Company;
  • decide that the total number of options thus granted for a period of 38 months may not confer entitlement to a total number of shares exceeding 2% of the Company’s share capital on the date the options are granted by the Board of Directors, bearing in mind that the number of options granted to the Company Officers, pursuant to this authorization, may not confer entitlement to a total number of shares exceeding 0.2% of the Company’s share capital on the date the options are granted by the Board of Directors; the total numbers of shares thus determined do not take into account any adjustments that could be made in accordance with the applicable legal and regulatory provisions in order to preserve the rights of the beneficiaries of the share subscription or share purchase options;
  • decide that the maximum nominal amount of share capital increases performed on the basis of this authorization shall be deducted from the overall limit stipulated in paragraph 2 of the sixteenth resolution of this Extraordinary General Meeting (or any resolution which would replace it at a later date);
  • set the period of validity during which the options may be exercised at a maximum of 10 years as from the date of their allocation by the Board of Directors, and grant full powers to the Board of Directors to set a shorter period;
  • decide that this authorization is granted for a period of 38 months as from the date hereof. It shall entail an express waiver by the Shareholders of their preferential subscription right to the shares that shall be issued as and when the options are exercised in favor of the share subscription option beneficiaries;
  • decide that the Board of Directors, within the limits provided for by law and this resolution, shall set the conditions under which the options will be granted, as well as the list of beneficiaries and the number of options offered, and shall determine the subscription or purchase price of the shares, which may not be lower than the average of the opening trading prices for the 20 trading days prior to the date when the option is granted, rounded down to the nearest euro, nor for share purchase options, the average purchase price of the Company’s treasury shares, rounded down to the nearest euro. This price may not be modified unless the Company were to carry out one of the financial or securities transactions provided for by law. In such a case, the Board of Directors would, according to regulatory conditions, adjust the number and price of the shares covered by the options granted, to take account of the impact of the transaction; it may also, in such a case, if it deemed this necessary, temporarily suspend the right to exercise the options during the aforementioned transaction;
  •  grant full powers to the Board of Directors, with the option of sub-delegation under the conditions set by law, to, where applicable, deduct the share capital increase costs from the amount of additional paid-in capital relating to such increases, complete or have completed all actions and formalities in order to record the share capital increase(s) resulting from the exercise of share subscription options, and amend the articles of association accordingly.