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Conditional Grant of Shares to Employees (ACAS) and Stock Option Plans

For 2011

At its meeting on October 14, 2011, the Board of Directors of Air Liquide adopted all the stock option plans and plans for the Conditional Grant of Shares to Employees (ACAS plans) for 2011, aimed, in addition to incentive and profit sharing schemes, to associate employees more closely with the company’s performance.

Within this framework, it pursued its policy of regular grants and enlargement of the plans to include an increasing number of beneficiaries within the company. The number of shares that finally vests for employees who are beneficiaries of the Plan for the Conditional Grant of Shares to Employees (ACAS plan) (this plan does not apply to any members of the Executive Management and the Executive Committee) will depend on the percentage of achievement of a growth target, set by the Board, for recurring EPS for financial year 2012 as compared to Recurring EPS for the 2010 financial year.

The Board also allocated stock options to subscribe for shares in the Company to a certain number of employees, to Executive Committee members and to the executive officers for 2011 within the scope of a 10-year stock option plan. The exercise price is € 87 (€ 88 for Belgium).

88,000 and 50,000 stock options were thus allocated to Benoît Potier and Pierre Dufour respectively.

The stock options allocated may only be exercised if the Company meets certain performance conditions, as was the case for 2010. Thus, the number of stock options that may be exercised out of the total number of stock options allocated under the 2011 plan will depend:

  • partly on the rate of achievement of an objective, set by the Board, of growth in Group undiluted net earnings per share excluding foreign exchange impact and exceptional items (Recurring EPS) for financial year 2013 as compared to Recurring EPS for the 2010 financial year; and
  • partly on a target compound annual growth rate, set by the Board, defined as the average annual growth rate of an investment in Air Liquide shares with respect to financial years 2011, 2012 and 2013.

These performance conditions apply to executive officers, for 100% of the stock options awarded to them and to Executive Committee members and any other beneficiaries of more than 1,500 options, for 50% of the number of options allocated to them above such limit.

Furthermore, a condition of presence in the Group at the time of exercise of the options is also defined within the framework of the 2011 plan.

For the executive officers, it should be noted that the total number of options granted each year may not grant entitlement to a number of shares exceeding:

  • for all the executive officers combined, 0.1% of the share capital within the scope of the total overall amount of the allocation authorised for 3 years by the Shareholders’ Meeting (currently a total amount of 2% of the capital);
  • for each executive officer taken individually, a multiple determined on the basis of the fixed part of his remuneration, corresponding to approximately the amount of the executive officer’s maximum gross annual remuneration, the stock options being valued in accordance with IFRS.

Finally, the executive officers are subject to an obligation to retain a defined minimum quantity of shares resulting from each exercise of stock options, in accordance with the same rule in force since 2007, as described in the Company’s Reference Document, and restrictions on the exercise of stock options during the periods of publication of the financial statements, in compliance with the recommendations made in the AFEP-MEDEF Code of Corporate Governance.

The Company’s corporate governance practices and all the components of the remuneration of the executive officers are set out in detail in the Air Liquide Group’s 2010 Reference Document.