Combined General Meeting on May 4, 2021: publication of the Notice of meeting

Air Liquide’s Combined General Meeting will be held on Tuesday, May 4, 2021 at 3:00 p.m. (Paris time), on first calling, at Paris Innovation Campus, 1, Chemin de la porte des loges, Les Loges-en-Josas (78), France. In order to protect the health and safety of its employees and shareholders, Air Liquide’s Combined General Meeting will be held behind closed doors. On the date of the Notice of meeting, there are indeed administrative measures which restrict movements and gatherings for public health reasons and which prevent shareholders from attending this Meeting in person, notably in light of the number of persons who usually attend such Meetings.

The draft resolutions, approved by Air Liquide’s Board of Directors on February 9, 2021 and to be submitted to the General Meeting, as well as all the information concerning the Meeting are available on the Company’s website, Shareholders section.

The Notice of meeting published on March 24, 2021 in the French legal gazette (Bulletin des Annonces Légales Obligatoires) is available on the Company’s website, in the 2021 General Meeting section.

The invitation to the Meeting will be sent to all shareholders of the Company, by mail or electronically for those having opted for the electronic invitation. These documents include the voting form, the agenda of the Meeting, the resolutions which will be submitted to the vote of shareholders with a presentation of the objectives of each resolution and practical information for attending, voting and exercising shareholder rights.

Shareholders are informed that adaptations of the voting conditions will be necessary. Considering that the Meeting will be held behind closed doors, no admission cards will be issued and proxies to third parties shall be processed according to the conditions described on the Company’s website. Votes on the resolutions and proxies to the Chairman shall be managed as usual.

Voting can be carried out by post mail or by Internet (given the situation, we strongly recommend shareholders to vote by Internet in order to facilitate processing). The voting website will be open from Tuesday, March 30 until Monday, May 3 at 3 p.m., Paris time.

Pursuant to article 8 of Decree No 2020-418 of April 10, 2020, the Board of Directors has appointed two scrutineers from among the shareholders that, to the Company’s knowledge on the date of the Notice of meeting, hold the largest number of voting rights, are able to attend the General Meeting, and accept this role. They are the following two companies: Amundi and BNP Paribas.

For the most up-to-date information, shareholders are invited to regularly consult the General Meeting page  which will be updated whenever necessary, since the modalities described above may be modified. The agenda, along with the various documents relating to this Meeting, may also be consulted on this page.

Air Liquide share ownership (as at December 31, 2020)

• 33% of the capital held by individual shareholders
• 51% of the capital held by non-French institutional investors
• 16% of the capital held by French institutional investors

Agenda of the Combined General Meeting of May 4, 2021

Ordinary General Meeting

• Approval of the Company financial statements for the fiscal year ended December 31, 2020
• Approval of the consolidated financial statements for the fiscal year ended December 31, 2020
• Appropriation of 2020 earnings; setting of the dividend
• Authorization granted to the Board of Directors for a period of 18 months to allow the Company to trade in its own shares
• Renewal of the term of office of Mr Xavier Huillard as Director
• Appointment of Mr Pierre Breber as Company Director
• Appointment of Mr Aiman Ezzat as Company Director
• Appointment of Mr Bertrand Dumazy as Company Director
• Statutory Auditors’ Special Report on agreements covered by the articles L. 225-38 et seq. of the French Commercial Code
• Approval of the elements of remuneration paid during or awarded in respect of the fiscal year ended December 31, 2020 to Mr Benoît Potier
• Approval of information relating to the remuneration of corporate officers stated in article L. 22-10-9 I of the French Commercial Code
• Approval of the remuneration policy applicable to Executive Officers
• Approval of the remuneration policy applicable to Directors

Extraordinary General Meeting

• Authorization granted to the Board of Directors for a period of 24 months to reduce the share capital by cancellation of treasury shares
• Delegation of authority granted to the Board of Directors for a period of 26 months in order to increase the share capital via the issuance of ordinary shares or marketable securities conferring entitlement, immediately and/or in the future, to the Company’s share capital, with retention of shareholder preferential share subscription rights for a maximum par value amount of 470 million euros
• Authorization granted to the Board of Directors for a period of 26 months to increase the issuance amount of equity securities or marketable securities in the event of over-subscription
• Delegation of authority granted to the Board of Directors for a period of 26 months to perform share capital increases, with cancellation of preferential subscription rights, reserved for members of a company or Group Savings Plan
• Delegation of authority granted to the Board of Directors for a period of 18 months to perform share capital increases, with cancellation of preferential subscription rights, reserved for a category of beneficiaries

Ordinary General Meeting

Powers for formalities.