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corporate information

Board of Directors
dated February 17, 2014

The Board of Directors decides that:

Termination indemnities: Benoît Potier

The Board of Directors decides that, in the event of the forced departure, irrespective of its form (removal from office, non-renewal of his duties, request for resignation) of Mr Benoît Potier from his corporate offices as Chairman and Chief Executive Officer

  • a) related to a change of strategy, or
  • b) that takes place within 24 months following the acquisition of control of Air Liquide by a person acting alone or several persons acting in concert (the notion of control being understood within the meaning of this term as defined, as of the date hereof, by Article L. 233-3 of the French Commercial Code),

and subject to the conditions and limitations set out below, the Company undertakes to pay Mr Benoît Potier a fixed aggregate indemnity in full discharge equal to 24 months’ gross fixed and variable remuneration, the calculation being based on the average monthly amount of gross fixed and variable remuneration received by Mr Benoît Potier during the 24 months prior to departure. It is specified that in the case referred to in paragraph (b), the indemnity is due, whether or not the forced departure is related to a change in strategy, but without Mr Potier being able to receive such indemnity in conjunction with that due pursuant to paragraph (a).

In accordance with the provisions of Article L 225-42-1 of the French Commercial Code, payment of the indemnity due in respect of forced departure as provided for above is subject to compliance, as duly recorded by the Board of Directors at the time of termination of such office or thereafter, of conditions related to Mr Benoît Potier’s performance assessed in light of the Company’s own performance, defined as of the date hereof as follows:

Entitlement to the above indemnity will depend on, and the amount of the indemnity paid will be adjusted on the basis of, the average of the annual variance between the Return on capital employed after tax (ROCE) and the Weighted Average Cost of Capital (WACC) (assessed on the basis of net equity according to the financial statements), calculated (on the basis of the certified consolidated financial statements approved by the Annual Shareholders’ Meeting) with respect to the last 3 financial years prior to the financial year in which the departure occurs. For the purposes of this calculation, the variance between ROCE and WACC will be measured with regard to each financial year and the average of the three annual variances for the last 3 financial years prior to the financial year during which such departure takes place will be calculated.

The following formulas will be applied:
 
Average variance (ROCE – WACC)Proportion of the indemnity due
≥ 300 bp*100%
≥ 200 bp and < 300 bp66%
≥ 150 bp and < 200 bp50%
≥ 100 bp and < 150 bp33%
< 1000

* bp: basis points


These conditions will be re-examined by the Board of Directors and modified, where applicable, to take into account, in particular, any changes that have taken place in the company’s environment at the time of each renewal of Mr Potier’s term of office and, where applicable, during the course of his term of office.

The Board of Directors also decides that in the event that the above-mentioned forced departure takes place during the 24 months prior to the date on which the term of office of Mr Benoît Potier as Chairman and Chief Executive Officer terminates pursuant to the articles of association as he has reached the age limit stipulated, the amount of the indemnity due will be capped in any case at the number of months of gross remuneration, as defined above, for the period between the date of forced departure and the date on which the age limit will be reached. In any case, no indemnity will be paid if, at the date of forced departure, the beneficiary claims his pension entitlements.

After deliberation, in accordance with the provisions of Articles L 225-38 et seq. of the French Commercial Code, the Board of Directors authorises the aforementioned commitment effective at the close of the Annual Shareholders’ Meeting approving the financial statements for the 2013 financial year, on the condition precedent of the renewal of Mr Benoît Potier’s term of office as director and Chairman and Chief Executive Officer of the Company, for the length of his term of office as Chairman and Chief Executive Officer, thus renewed where applicable, with Mr Benoit Potier not taking part in the vote.

In accordance with the provisions of Article L 225-42-1 of the French Commercial Code, this decision and the decision by the Board of Directors making an assessment with regard to achievement of the performance conditions at the required time, will be made public in accordance with the terms and conditions and within the deadlines set by the regulations in force.

The above-mentioned decision will be submitted for the approval of the shareholders at such Annual Shareholders’ Meeting in a specific resolution for Mr Benoît Potier.

This decision cancels and supersedes the decision made by the Board of Directors on February 12, 2010 concerning the same subject as from the effective date.

Mr Benoit Potier gives his agreement with regard to the above-mentioned decision.

The Statutory Auditors will be informed of this authorisation.

Termination indemnities: Pierre Dufour

The Board of Directors decides that, in the event of the forced departure, irrespective of its form (removal from office, non-renewal of his duties, request for resignation) of Mr Pierre Dufour from his corporate office as Senior Executive Vice-President

  • a) related to a change of strategy, or
  • b) that takes place within 24 months following the acquisition of control of Air Liquide by a person acting alone or several persons acting in concert (the notion of control being understood within the meaning of this term as defined, as of the date hereof, by Article L. 233-3 of the French Commercial Code),

and subject to the conditions and limitations set out below, the Company undertakes to pay Mr Pierre Dufour a fixed aggregate indemnity in full discharge equal to 24 months’ gross fixed and variable remuneration, the calculation being based on the average monthly amount of gross fixed and variable remuneration received by Mr Pierre Dufour, on any basis whatsoever, from any company of the Air Liquide group (meaning all the companies included within the scope of the consolidated financial statements of L’Air Liquide SA: hereinafter the “Air Liquide Group), during the 24 months prior to departure. It is specified that in the case referred to in paragraph (b), the indemnity is due, whether or not the forced departure is related to a change in strategy, but without Mr Pierre Dufour being able to receive such indemnity in conjunction with that due pursuant to paragraph (a).

In accordance with the provisions of Article L 225-42-1 of the French Commercial Code, payment of the indemnity payable in respect of forced departure provided for above is subject to achievement, as duly recorded by the Board of Directors at the time of termination of such office or thereafter, of conditions related to Mr Pierre Dufour’s performance assessed in light of the Company’s own performance, defined as of the date hereof as follows:

Entitlement to the above indemnity will depend on, and the amount of such indemnity will be adjusted on the basis of, the average of the annual variance between the Return on capital employed after tax (ROCE) and the Weighted Average Cost of Capital (WACC) (assessed on the basis of net equity according to the financial statements), calculated (on the basis of the certified consolidated financial statements approved by the Annual Shareholders’ Meeting) with respect to the last 3 financial years prior to the financial year in which the departure occurs. For the purposes of this calculation, the variance between ROCE and WACC will be measured with regard to each financial year and the average of the three annual variances for the last 3 financial years prior to the financial year during which such departure takes place will be calculated.

The following formulas will be applied:
 
Average variance (ROCE – WACC)Proportion of the indemnity due
≥ 300 bp*100%
≥ 200 bp and < 300 bp66%
≥ 150 bp and < 200 bp50%
≥ 100 bp and < 150 bp33%
< 1000

* bp: basis points

These conditions will be re-examined by the Board of Directors and modified, where applicable, to take into account, in particular, any changes that have taken place in the company’s environment at the time of each renewal of Mr Pierre Dufour’s term of office as Senior Executive Vice-President and, where applicable, during the course of his term of office.

It is specified, as needs be, that any statutory or contractual indemnity or indemnity under the collective bargaining agreement that may be paid, where applicable, to Mr Pierre Dufour in respect of the termination of any other functions or duties performed within the Air Liquide Group, as well as any non-competition indemnity due in respect of this termination, are not subject to the above-mentioned conditions.

If the sum of (i) any statutory or contractual indemnity or indemnity under the collective bargaining agreement which may be paid to Mr Pierre Dufour where applicable on account of the termination of his other functions or duties within the Group prior to his forced departure as provided for above or concurrently with such departure, as well as any non-competition indemnity payable in respect of this termination or any other indemnity received on a similar basis from companies of the Air Liquide Group, and (ii) the indemnity payable to him pursuant to the foregoing, exceeds 24 months’ remuneration (calculated as specified above), this latter indemnity will be reduced such that the sum of the indemnities is equal to 24 months’ remuneration. In the event that such offices or functions are not terminated concurrently with the above-mentioned forced departure, if the sum of (i) the statutory or contractual indemnity and the indemnity under the collective bargaining agreement as well as the non-competition indemnity to which the beneficiary could claim entitlement as of such date had such functions or duties been terminated as of such date and (ii) the indemnity payable to him pursuant to the foregoing, exceeds 24 months’ remuneration (calculated as specified above), this latter indemnity will be reduced such that the sum of the indemnities is equal to 24 months’ remuneration.

The Board of Directors also decides that payment of the indemnity due to him pursuant to the foregoing will be excluded if, at the date of forced departure, the beneficiary has the possibility to claim his full pension entitlements in the short term.

This decision cancels and supersedes the decision made by the Board of Directors at its meeting of May 4, 2011 on the same subject as from the effective date thereof.

After deliberation, in accordance with the provisions of Articles L 225-38 et seq. of the French Commercial Code, the Board of Directors authorises the aforementioned commitment effective at the close of the Annual Shareholders’ Meeting approving the financial statements for the 2013 financial year, on the condition precedent of renewal by the Board of Mr Pierre Dufour’s term of office as the Company’s Senior Executive Vice-President, for the length of his term of office as Senior Executive Vice-President, thus renewed where applicable, with Mr Pierre Dufour not taking part in the vote.

In accordance with the provisions of Article L 225-42-1 of the French Commercial Code, this decision and the decision by the Board of Directors making an assessment with regard to achievement of the performance conditions at the required time, will be made public in accordance with the terms and conditions and within the deadlines set by the regulations in force.

The above-mentioned decision will be submitted for the approval of the shareholders at such Annual Shareholders’ Meeting in a specific resolution for Mr Dufour, renewed approval of the agreements by the Annual Shareholders’ Meeting being required for each renewal of the beneficiary’s term of office as Senior Executive Vice-President.

The Statutory Auditors will be informed of this authorisation.

Mr Pierre Dufour gives his agreement with regard to the above-mentioned decision.