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Information on the remuneration of the Executive Officers

pursuant to the AFEP-MEDEF Code

At its meeting on February 13, 2013, the Board of Directors of Air Liquide adopted the components of remuneration of the Executive Officers:

2012 financial year

On the basis of the financial statements drawn up for 2012, the Board of Directors set the variable remuneration due to the Executive Officers for 2012.

The total gross remuneration is therefore as follows:

In thousand euros (rounded off)Benoît PotierPierre Dufour
Fixed remuneration11,080627.5
Variable remuneration1,653726.8

1 For Pierre Dufour, the reported amount includes the remuneration payable under his employment contract

It corresponds to a 2012/2011 variation of +1.6% for Benoît Potier and +1% for Pierre Dufour.

2013 financial year

The Board determined the amounts of fixed remuneration and the applicable principles for determination of the variable remuneration of Benoît Potier and Pierre Dufour for 2013.

It was decided that the amounts of fixed remuneration in force since July 1, 2012 would remain unchanged:

In thousand eurosBenoît PotierPierre Dufour
Fixed remuneration11,100635

1 For Pierre Dufour, the reported amount includes the remuneration payable under his employment contract


The Board of Directors was informed that Pierre Dufour will receive a housing allowance amounting to €250,000 in the form of a benefit-in-kind from a Group subsidiary in 2013. The company ceased to provide Pierre Dufour with accommodation in December 2012.

The Board decided that the variable remuneration for 2013 will continue to be based on financial criteria that are identical to those applied for previous financial years, i.e. the increase in earnings per share (excluding foreign exchange impact and exceptional items), and the Company’s return on capital employed after tax (ROCE). In addition to this there will be personal objectives related notably to gradual implementation of the market focused organization, preserving the financial balances, pursuing Corporate Social and Environmental Responsibility policy particularly in terms of safety and human resources development.

The weighting formula for the various components making up the variable remuneration and the maximum percentage of variable remuneration as compared to the fixed remuneration in force since July 1, 2012 remain unchanged:

 Benoît PotierPierre Dufour
Maximum variable remuneration (expressed as % of fixed remuneration)170%130%


Neither Benoît Potier nor Pierre Dufour receives directors’ fees in respect of their duties as directors as long as they hold an executive office.

Medium-term remuneration

On the basis of the financial statements adopted for the 2012 financial year submitted for the approval of the next Annual Shareholders’ Meeting, the Board of Directors recorded that the performance conditions defined at the time of implementation of the stock option plan of June 28, 2010 and the ACAS plan for the conditional grant of shares to employees of October 14, 2011 were met. Accordingly, all the stock options awarded to Benoît Potier, Pierre Dufour and Executive Committee members under the 2010 stock option plan may be exercised. Similarly, the proportion of shares that are definitively acquired by the beneficiaries of the 2011 ACAS plan (which excluded members of the Executive Management and the Executive Committee) is equal to 100%.

Permitting grants of shares to the Executive Officers of the company, which is proposed within the scope of renewal of the authorisation submitted to the Annual Shareholders’ Meeting on May 7, 2013, would make it possible to have all the various remuneration tools available in line with the Group’s remuneration policy.

Stock ownership obligation

It is to be noted that, in February 2008, the Board of Directors set an internal rule imposing on the Executive Officers an obligation to hold a number of shares equivalent to double the annual gross fixed remuneration for the Chairman and Chief Executive Officer and to the annual gross fixed remuneration for the Senior Executive Vice-President. The Board noted that the valuation of the shares held at January 1, 2013 by the Chairman and Chief Executive Officer and by the Senior Executive Vice-President was higher than the required amounts and concluded that the stock ownership obligation is largely respected by each of the Executive Officers.

Life insurance

The Board of Directors authorised, in compliance with the regulated agreements procedure, the implementation of a collective life insurance scheme for the benefit of Benoît Potier and Pierre Dufour. This follows the partial closure of the defined-contribution scheme for senior managers and executives, from which they no longer benefit. Contributions for 2013 will be paid into this scheme which has been set up, at an unchanged cost for the company, for the purpose of good management.

These agreements will be put to the vote of the Annual Shareholders’ Meeting on May 7, 2013 in a specific resolution for each Executive Officer.