Conditional Grant of Shares to Employees and Stock Option Plans

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, in particular the inventors and this year, the innovators. 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) will depend on the percentage of achievement of a growth target, set by the Board, for recurring EPS for financial year 2013 as compared to Recurring EPS for the 2011 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 2012 within the scope of a 10-year stock option plan. The exercise price is € 96,61. 88,000 and 50,000 stock options were thus allocated to Benoît Potier and Pierre Dufour respectively, amounts that have remained unchanged for the fifth year running for Benoît Potier and the third year running for Pierre Dufour.

The stock options allocated may only be exercised if the Company meets certain performance conditions, as was the case for 2011. Thus, the number of stock options that may be exercised out of the total number of stock options allocated under the 2012 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 2014 as compared to Recurring EPS for the 2011 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 2012, 2013 and 2014.

These performance conditions apply to the members of the Executive Management and Executive Committee members for 100% of the stock options awarded to them, and to 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 like in 2011.

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 (remaining 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 specific multiple 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 2011 Reference Document.