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Invitation to Shareholders' Meeting

Combined Shareholders' Meeting of May 3, 2017 at 3:00 pm
Palais des Congrès, 2, place de la porte Maillot, 75017 Paris, France

Chairman's message

Chairman's message

“With your vote, together we build Air Liquide's future.”

Go to Shareholders

Dear Shareholders,

Air Liquide’s Combined Shareholders’ Meeting will be held on Wednesday, May 3, 2017, at 3:00 p.m. at the Palais des Congrès in Paris, France.

The Annual Shareholders’ Meeting is a special occasion to learn more about your Company and exchange with us.
It is an opportunity for you to play an active role, through your vote, in making major decisions for your Group, regardless of the number of shares you own.

I sincerely hope you will be able to participate in this Meeting, either by your personal attendance, or by using the proxy form which allows you to vote directly or be represented by the Chairman, or any other person of your choice.

You also have the possibility to vote by Internet, prior to the Shareholders’ Meeting.

In this website, you will find instructions on how to participate in this Meeting, the agenda and the text of the resolutions to be submitted for your approval.

I would like to thank you in advance.

Yours sincerely,

Benoît Potier Président Directeur Général

Dear Shareholders,

Air Liquide’s Combined Shareholders’ Meeting will be held on Wednesday, May 3, 2017, at 3:00 p.m. at the Palais des Congrès in Paris, France.

The Annual Shareholders’ Meeting is a special occasion to learn more about your Company and exchange with us.
It is an opportunity for you to play an active role, through your vote, in making major decisions for your Group, regardless of the number of shares you own.

I sincerely hope you will be able to participate in this Meeting, either by your personal attendance, or by using the proxy form which allows you to vote directly or be represented by the Chairman, or any other person of your choice.

You also have the possibility to vote by Internet, prior to the Shareholders’ Meeting.

In this website, you will find instructions on how to participate in this Meeting, the agenda and the text of the resolutions to be submitted for your approval.

I would like to thank you in advance.

Yours sincerely,

Benoît Potier Président Directeur Général

Resolutions and purpose

  • Ordinary Shareholders' Meeting
  • Extraordinary Shareholders' Meeting
Resolutions 1 and 2

Approval of the financial statements for the year

+
Resolution 3

Appropriation of earnings and setting of the dividend

+
Resolution 4

Buyback by the company of its own shares

+
Resolutions 5 and 6

Appointment or renewal of terms of office of directors

+
Resolution 7

Regulated agreements

+
Resolutions 8 and 9

Opinion on remuneration of executive officers for 2016

+
Resolutions 10 and 11

Approval of the remuneration policy for executive officers

+
Resolution 12

Authorization to reduce the share capital by cancellation of treasury shares

+
Resolutions 13 and 14

Increase in share capital via the issuance of ordinary shares or marketable securities conferring entitlement to the share capital with retention of preferential subscription rights

+
Resolutions 15 and 16

Share capital increases reserved for employees

+
Resolution 17

Powers

+
RESOLUTIONS 1 and 2

Approval of the financial statements for the year

Purpose :

Shareholders are asked in the 1st and 2nd resolutions to approve both Company and consolidated financial statements of Air Liquide for the year ended December 31, 2016. It is specified that the financial statements for Airgas have been consolided in the scope of the Group since May 23, 2016

FIRST RESOLUTION / Approval of the Company financial statements for the year ended December 31, 2016

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, having reviewed:

  • the Reports of the Board of Directors and the Statutory Auditors;
  • the Company’s financial statements, income statement, balance sheet and notes thereto,

approve the Company’s financial statements for the year ended December 31, 2016 as presented, and approve the transactions reflected in these financial statements or mentioned in these reports.

The shareholders determined the amount of net earnings for the fiscal year at 482,384,945 euros.

SECOND RESOLUTION / Approval of the consolidated financial statements for the year ended December 31, 2016

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, having reviewed:

  • the Reports of the Board of Directors and the Statutory Auditors;
  • the Group’s consolidated financial statements,

approve the consolidated financial statements for the year ended December 31, 2016 as presented.

RESOLUTION 3

Appropriation of earnings and setting of the dividend

Purpose :

In the 3rd resolution, shareholders are asked to approve the distribution of a dividend of 2.60 euros per share. Taking into account the restatement related to the rights issue, the dividend increases by +2.7%, corresponds to an increase in the total amount distributed of 12%.

This level of dividend also takes into account this year the attribution in the second half of 2017 of one free share for 10 existing shares, pursuant to the authorization granted by the Extraordinary Shareholders’ Meeting on May 12, 2016 in its 17th resolution.

A loyalty dividend of 10%, i.e. 0.26 euro per share, shall be granted to shares which have been held in registered form since December 31, 2014 and which remain held in this form continuously until May 17, 2017, the dividend payment date. As of December 31, 2016, 26.30% of the shares making up the share capital are likely to benefit from this loyalty dividend.

With an estimated pay-out ratio of 56.0% of the Group’s net profit, the proposed dividend is an integral part of Air Liquide’s policy to reward and grow shareholder portfolios over the long term.

The ex-dividend date has been set for May 15, 2017. The dividend payment date will be set for May 17, 2017.

THIRD RESOLUTION / Appropriation of 2016 earnings and setting of the dividend

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, having noted that, considering the fiscal year 2016 earnings of 482,384,945 euros and the retained earnings of 6,813,611,106 euros as of December 31, 2016, distributable earnings for the year amount to a total of 7,295,996,051 euros, approve the proposals of the Board of Directors regarding the appropriation of earnings. The shareholders hereby decide to appropriate distributable earnings as follows:

Legal reserve 24,119,247 euros
Retained earnings 6,234,203,854 euros
Dividend (including the loyalty dividend) 1,037,672,950 euros

Hence, a dividend of 2.60 euros shall be paid to each of the shares conferring entitlement to a dividend, it being specified that in the event of a change in the number of shares conferring entitlement to a dividend compared to the 388,875,761 shares making up the share capital as of December 31, 2016, the overall dividend amount would be adjusted accordingly and the amount appropriated to the retained earnings account would be determined on the basis of the dividend effectively paid.

The dividend payment date will be set for May 17, 2017:

  • for direct registered shares: directly by the Company, based on the means of payment indicated by the holders;
  • for intermediary registered shares, as well as for bearer shares which are registered in shareholder accounts: by the authorized intermediaries to whom the management of these shares has been entrusted.

The dividend distributions made with respect to the last three fiscal years are as follows:

Total amount distributed (a)
(in euros)
Number of shares concerned (b) Dividend distributed eligible in its entirety for the 40% allowance referred to in article 158-3-2° of the French Tax Code
(in euros)
Fiscal year 2013
Ordinary dividend 797,720,774 312,831,676 2.55
Loyalty dividend 23,176,483 92,705,933 0.25
Fiscal year 2014
Ordinary dividend 879,425,851 344,872,883 2.55
Loyalty dividend 25,661,003 102,644,011 0.25
Fiscal year 2015
Ordinary dividend 894,823,802 344,163,001 2.60
Loyalty dividend 26,751,221 102,889,311 0.26
(a) Theoretical values calculated based on the number of shares as of December 31 for each fiscal year.
(b) Number of shares expressed historically as of December 31 for each fiscal year.
The amounts effectively paid after adjustment were as follows:
  • fiscal year 2013 – ordinary dividend: 793,400,084 euros for 311,137,288 shares; loyalty dividend: 21,538,427 euros for 86,153,707 shares;
  • fiscal year 2014 – ordinary dividend: 874,131,348 euros for 342,796,607 shares; loyalty dividend: 23,909,031 euros for 95,636,122 shares,
  • fiscal year 2015 – ordinary dividend: 895,276,249 euros for 344,337,019 shares; loyalty dividend: 25,311,759 euros for 97,352,920 shares.

The adjustment arises from the change in the number of treasury shares, from the final determination of the loyalty dividend taking into account shares sold between January 1 and the ex-dividend date, from the exercise of options over this same period and the capital increase reserved for employees.

Pursuant to the provisions of the articles of association, a loyalty dividend of 10%, i.e. 0.26 euro per share with a par value of 5.50 euros, shall be granted to shares which have been held in registered form since December 31, 2014, and which remain held in this form continuously until May 17, 2017, the dividend payment date.

In accordance with the provisions of article 243 bis of the French Tax Code, it is specified that the ordinary and loyalty dividends are also in their entirety eligible for the 40% allowance referred to in section 2° of paragraph 3 of article 158 of the aforementioned code.

The total amount of the loyalty dividend for the 102,292,196 shares which have been held in registered form since December 31, 2014, and which remained held in this form continuously until December 31, 2016, amounts to 26,595,971 euros.

The total loyalty dividend corresponding to these 102,292,196 shares that cease to be held in registered form between January 1, 2017 and May 17, 2017, the dividend payment date, shall be deducted from the aforementioned amount.

RESOLUTION 4

Buyback by the company of its own shares

Purpose :

The 4th resolution renews the authorization granted to the Board, for a term of 18 months, to allow the Company to buy back its own shares (including under a liquidity contract).

In 2016, the Company did not buy back any shares with the exception of the operations carried out under the liquidity contract: 1.09 million shares were purchased and 1.09 million were sold. As of December 31, 2016, 750 shares were held under the liquidity contract.

As of December 31, 2016, the Company held approximately 1.03 million shares for the purpose of exchange or payment in the context of external growth transactions and the implementation of the performance shares plan. These shares represent 0.26% of the Company’s share capital. They do not have any voting rights and their related dividends are allocated to retained earnings.

The authorization referred to the 4th resolution provides that the maximum purchase price is set at 165 euros (unchanged amount) per share and the maximum number of shares that can be bought back is limited to 10% of the total number of shares comprising the share capital as of December 31, 2016, i.e. 38,887,576 shares for a maximum total amount of 6,416,450,040 euros.

The shares purchased may be cancelled in order to offset, in the long term, the dilutive impact resulting from capital increases relating to the mechanisms for remunerating employees and to employee share ownership transactions.

As the objective of retaining shares and subsequently tendering them within the scope of external growth transactions is no longer considered as an accepted market practice under the new European regulations, it has not been maintained in the in the resolution set out below.

The objectives of the share buyback program are detailed in the 4th resolution and the program description is available on the Company’s website, www.airliquide.com, prior to the Shareholders’ Meeting.

As in previous years, the resolution stipulates that the authorization does not apply during takeover bid periods.

FOURTH RESOLUTION / Authorization granted to the Board of Directors for a period of 18 months to allow the Company to trade in its own shares

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors, in accordance with articles L. 225-209 et seq. of the French Commercial Code and the directly applicable provisions of European Commission Regulation No. 596/2014 of April 16, 2014, authorize the Board of Directors to allow the Company to repurchase its own shares in order to:

  • cancel them, subject to the adoption of the twelfth resolution;
  • tender them following the exercise of rights attached to marketable securities conferring entitlement to Company shares by redemption, conversion, exchange, presentation of a warrant or any other means;
  • implement (i) any share purchase option plans or (ii) plans for free share attribution, or (iii) any employee share ownership transactions reserved for members of a Company savings plan, performed under the terms and conditions set forth in articles L. 3331-1 et seq. of the French Labor Code through the transfer of shares bought back previously by the Company under this resolution, or providing for a free grant of these shares in respect of a contribution in shares by the Company and/or to replace the discount; or (iv) allocation of share to employees and/ or Executive Officers of the Company or a liated companies, in accordance with the laws and regulations in force;
  • maintain an active market in the Company’s shares pursuant to a market liquidity contract in accordance with an Ethics Charter recognized by the French financial markets authority (Autorité des marchés financiers).

The shareholders set the maximum purchase price at 165 euros (excluding acquisition costs) per share with a par value of 5.50 euros and the maximum number of shares that can be bought back at 10% of the total number of shares comprising the share capital at December 31, 2016, i.e. 38,887,576 shares with a par value of 5.50 euros, for a maximum total amount of 6,416,450,040 euros, subject to the legal limits.

These shares can be purchased at any time, excluding the periods for takeover bids on the Company’s share capital, on one or more occasions and by all available means, either on or off a stock exchange, in private transactions, including the purchase of blocks of shares, or through the use of derivative financial instruments, and, if applicable, by all third parties acting on behalf of the Company, under the conditions stipulated in the provisions of the last paragraph of article L. 225-206 of the French Commercial Code.

Shares bought back may be commuted, assigned or transferred in any manner on or off a stock exchange or through private transactions, including the sale of blocks of shares, in accordance with the applicable regulations.

Dividends on treasury shares held by the Company shall be allocated to retained earnings.

This authorization is granted for a period of 18 months from the date of this Shareholders’ Meeting. It supersedes the authorization granted by the fourth resolution of the Ordinary Shareholders’ Meeting of May 12, 2016 with respect to the non-utilized portion of such authorization.

The shareholders give full powers to the Board of Directors, with the possibility of delegating such powers, to implement this authorization, place orders for trades, enter into all agreements, perform all formalities and make all declarations with regard to all authorities and, generally, do all that is necessary for the execution of any of the Board’s decisions made in connection with this authorization.

The Board of Directors shall inform the shareholders of any transactions performed in light of this authorization in accordance with applicable regulations.

RESOLUTIONS 5 and 6

Appointment or renewal of terms of office of directors

Purpose :

The Board of Directors is currently composed of 12 members, including one Director representing the employees. The terms of office of Mr Thierry Desmarest and Mr Thierry Peugeot will expire at the end of this Shareholders’ Meeting.

The Board took due note that Mr Thierry Desmarest’s term of office will expire at the end of this Shareholders’ Meeting, in compliance with the internal regulations of the Board of Directors.

Mr. Thierry Desmarest has been a member of the Board since 1999 and has provided extensive experience and expertise in many areas for the Board, where he had served as Lead Director since 2014. The Board warmly thanked him for his outstanding contribution to the development of Air Liquide throughout the years.

On the recommendation of the Appointments and Governance Committee, the 5th resolution concerns the renewal, for a period of four years, of the term of office of Mr Thierry Peugeot.

Mr Thierry Peugeot, who has been a Director since 2005, will continue to provide the Company with his excellent knowledge of the automotive sector and his experience as an executive of a major company.

On the recommendation of the Appointments and Governance Committee following a selection process led by the Committee and assisted by an external consultant, the 6th resolution propose that you appoint as Director, for a period of four years, Mr Xavier Huillard, Chairman and Chief Executive Officer of Vinci since 2010. Mr Xavier Huillard will bring to the Board his experience as the CEO of a large multinational company.

FIFTH RESOLUTION / Renewal of the term of office of Mr Thierry Peugeot as Director

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors, decide to renew the term of office of Mr Thierry Peugeot as a Director for a term of four years, which will expire at the end of the 2021 Shareholders’ Meeting, held to approve the financial statements for the fiscal year ending December 31, 2020.

SIXTH RESOLUTION / Appointment of Mr Xavier Huillard as Director

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors, decide to appoint Mr Xavier Huillard as a Director for a term of four years, which will expire at the end of the 2021 Shareholders’ Meeting, held to approve the financial statements for the fiscal year ending December 31, 2020.

RESOLUTION 7

Regulated agreements

Purpose :

During the 2016 fiscal year, no new regulated agreement was submitted for the approval of the Board of Directors.

As provided by law, the Board of Directors carried out an annual review of agreements entered into and approved during previous fiscal years which continued to be applied during the year ended December 31, 2016.

Regulated agreements and commitments provided for under the TEPA law are re-examined and subject to the approval of the Shareholders’ Meeting each time an executive term of office is renewed, the last time being in 2014.

The four-year term of office of Mr Benoît Potier as Chairman and Chief Executive Officer will expire in May 2018.

The three-year term of office of Mr Pierre Dufour as Senior Executive Vice President will expire at the end of this Shareholders’ Meeting. As Mr Pierre Dufour has decided to claim his pension entitlements, his term of office will not be renewed.

The Board of Directors warmly thanked Mr Pierre Dufour for his commitment and outstanding contribution to the Group’s development during the 10 years at the General Management and in particular in the context of the acquisition of Airgas. He will remain a Director of the Company within the framework of the term of office renewed at the Annual General Meeting of Shareholders on May 12, 2016.

In the 7th resolution you are asked to recognize that the Statutory Auditors’ Special Report on regulated agreements does not mention any new agreement.

The Statutory Auditors’ Special Report on regulated agreements and commitments is included in the 2016 Reference Document and is available on the Company’s website.

SEVENTH RESOLUTION / Statutory Auditors’ Special Report on agreements covered by articles L. 225-38 et seq. of the French Commercial Code

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, duly note that the Statutory Auditors’ Special Report on the agreements and transactions covered by articles L. 225-38 et seq. of the French Commercial Code required by the legal and regulatory provisions in force, and which makes no mention of any new agreement, has been submitted to them.

RESOLUTIONS 8 et 9

Opinion on remuneration of executive officers for 2016

Purpose :

The AFEP/MEDEF Governance Code, to which the Company refers, recommends that companies submit to shareholders for their opinion the elements of remuneration of Executive Officers for the previous fiscal year.

In the 8th and 9th resolutions, you are asked to express a favorable opinion on the elements of remuneration due or allocated to Mr Benoît Potier, Chairman and CEO, and Mr Pierre Dufour, Senior Executive Vice President, in respect of 2016, as described in the 2016 Reference Document and in the 2017 Invitation to Shareholders’ Meeting.

EIGHTH RESOLUTION / Opinion on elements of remuneration due or allocated to Mr Benoît Potier for the year ended December 31, 2016

The shareholders, consulted in accordance with the AFEP/ MEDEF Corporate Governance Code for listed companies, and deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, issue a favorable opinion on the elements of remuneration for 2016 due or allocated to Mr Benoît Potier, as presented in the Company’s 2016 Reference Document, in chapter 3 “Corporate governance”, sub-section “Elements of remuneration for 2016 due or allocated to Mr Benoît Potier, submitted for the shareholders’ opinion”.

NINTH RESOLUTION / Opinion on elements of remuneration due or allocated to Mr Pierre Dufour for the year ended December 31, 2016

The shareholders, consulted in accordance with the AFEP/ MEDEF Corporate Governance Code for listed companies, and deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, issues a favorable opinion on the elements of remuneration for 2016 due or allocated to Mr Pierre Dufour, as presented in the Company’s 2016 Reference Document, in chapter 3 “Corporate governance”, sub-section “Elements of remuneration for 2016 due or allocated to Mr Pierre Dufour, submitted for the shareholders’ opinion”.

RESOLUTION 10 and 11

Approval of the remuneration policy for executive officers

Purpose :

Pursuant to article L. 225-37-2 of the French Commercial Code introduced by the law relating to transparency, the fight against corruption and the modernization of economic activity (called the Sapin 2 law), shareholders are asked in the 10th and 11th resolutions to approve, as of the beginning of the 2017 fiscal year, the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional components of the total remuneration and other benefits allocated to the Chairman and CEO and to the Senior Executive Vice President, and applicable to Mr Benoît Potier and to Mr Pierre Dufour, as described in the corresponding Report contained in the 2016 Reference Document and in the 2017 Invitation to Shareholders’ Meeting.

TENTH RÉSOLUTION / Approval of the remuneration policy for the Chairman and Chief Executive Officer

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors, in accordance with article L. 225-37-2 of the French Commercial Code approve the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional components of the total remuneration and other benefits allocated to the Chairman and CEO in respect of his term of office as presented in chapter 3 “Corporate governance” of the 2016 Reference Document, in the “Report on the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional components of the total remuneration and other benefits allocated to Executive Officers” in the paragraph I.

ELEVENTH RESOLUTION / Approval of the remuneration policy for the Senior Executive Vice-President

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors, in accordance with article L. 225-37-2 of the French Commercial Code approve the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional components of the total remuneration and other benefits allocated to the Senior Executive Vice President in respect of his term of office as presented in chapter 3 “Corporate governance” of the 2016 Reference Document, in the “Report on the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional components of the total remuneration and other benefits allocated to Executive Officers” in the paragraph II.

RESOLUTION 12

Authorization to reduce the share capital by cancellation of treasury shares

Purpose :

As is the case each year, we ask you, in the 12th resolution, to authorize the Board of Directors to cancel any or all of the shares purchased in the share buyback program and reduce share capital under certain conditions, particularly in order to fully o set, where necessary, any potential dilution resulting from capital increases relating to the mechanisms for remunerating employees and to employee share ownership transactions.

The difference between the carrying amount of the canceled shares and their nominal amount will be allocated to reserve or additional paid-in capital accounts. This authorization granted to the Board of Directors will be for a period of 24 months.

TWELFTH RESOLUTION / Authorization granted to the Board of Directors for a period of 24 months to reduce the share capital by cancellation of treasury shares

The shareholders, deliberating according to the quorum and majority required for Extraordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report, authorize the Board of Directors to cancel, via its decisions alone, on one or more occasions, and within the limit of 10% of the Company’s share capital per 24-month period, any or all of the shares bought back by the Company within the scope of the authorization adopted by this Ordinary Shareholders’ Meeting in its fourth resolution and of those shares bought back within the scope of the authorizations adopted by the Ordinary Shareholders’ Meetings of May 12, 2016 and May 7, 2014 and to reduce the share capital by this amount.

The difference between the carrying amount of the canceled shares and their nominal amount will be allocated to any reserve or additional paid-in capital accounts.

This authorization is granted for a period of 24 months starting from the date of this Shareholders’ Meeting. It supersedes the authorization granted by the Extraordinary Shareholders’ Meeting of May 12, 2016 in its sixteenth resolution with respect to the non-utilized portion of such authorization.

Full powers are granted to the Board of Directors, with the possibility of sub-delegation under the conditions set by law, to implement this authorization, deduct the difference between the carrying amount of the shares canceled and their nominal amount from all reserve and additional paid-in capital accounts and to carry out the necessary formalities to implement the reduction in capital which shall be decided in accordance with this resolution and amend the articles of association accordingly.

RESOLUTIONS 13 and 14

Increase in share capital via the issuance of ordinary shares or marketable securities conferring entitlement to the share capital with retention of preferential subscription rights

Purpose :

To finance the Group’s growth investments, shareholders are asked in the 13th resolution to renew the delegation granted to the Board of Directors to increase the share capital for a maximum nominal amount of 530 million euros corresponding to around 25% of the share capital as of December 31, 2016 by issuing, on one or more occasions, ordinary shares or compound dilutive marketable securities. The shareholders shall have, in proportion to the amount of shares they own, a preferential subscription right to the shares or to the marketable securities issued.

The Group made use of the previous delegation granted by the Extraordinary Shareholders’ Meeting of May 6, 2015, by carrying out a capital increase with retention of shareholders’ preferential subscription rights as part of financing for the Airgas acquisition. The gross amount of this capital increase was 3,283 million euros. The transaction resulted in the issue of 43,202,209 new shares on October 11, 2016.

This delegation of authority is valid for a period of 26 months.

The total amount of capital increases carried out pursuant to the 14th resolution below and any resolutions allowing employees and Executive Officers to benefit from shares (18th and 19th resolutions of the May 12, 2016 Extraordinary Shareholders’ Meeting), resolutions authorizing the issue of compound marketable securities without preferential subscription rights (23rd, 24th, 25th resolutions of the May 12, 2016 Extraordinary Shareholders’ Meeting) and resolutions which allow the implementation of employee share ownership transactions (15th and 16th resolutions submitted to this Shareholders’ Meeting) is deducted from this ceiling of 530 million euros.

As in 2015, in order to provide shareholders with the right to express an opinion on the issues subject to this delegation of authority during periods of takeover bids, it is proposed that this delegation of authority be suspended during periods of takeover bids.

In the event of oversubscription, the 14th resolution authorizes the amount of the issue to be increased, within the legal limits of 15% of the ceiling of 530 million euros.

THIRTEENTH RÉSOLUTION / 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 preferential subscription rights for a maximum nominal amount of 530 million euros

The shareholders, deliberating according to the quorum and majority required for Extraordinary Shareholders’ Meetings, after having reviewed the Board of Directors’ Report and the Statutory Auditors’ Special Report and in accordance with articles L. 225-129 to L. 225-129-6 and L. 228-91 to L. 228-93 of the French Commercial Code:

  1. delegate to the Board of Directors, with the option of subdelegation, in accordance with the legal provisions, the authority to decide, on one or more occasions, in the amount and on the dates it will determine, with retention of preferential share subscription rights, one or more capital increases via the issue, in France and other countries, in euros, foreign currencies or units of account determined according to several currencies, (i) of ordinary Company shares, (ii) of marketable securities governed by articles L. 228-91 et seq. of the French Commercial Code which are the Company’s capital securities, granting access to other Company share capital and/or entitlement to Company debt securities and/or (iii) of marketable securities representing a debt claim governed or not by articles L. 228-91 et seq. of the French Commercial Code, conferring entitlement to or likely to confer entitlement to share capital to be issued by the Company, these marketable securities could also potentially grant access to the Company’s existing share capital and/or debt securities, the subscription of which may be completed in cash or by o setting against liquid and payable debts.

    The delegation thereby granted to the Board of Directors is valid for a period of 26 months starting from the date of this Shareholders’ Meeting, it being specified however that the Board of Directors will not be authorized to make use of it during periods of takeover bids on the Company’s share capital;
  2. decide that the total amount of share capital increases likely to be performed thereby immediately and/or in the future may not exceed the nominal amount of 530 million euros, from which shall be deducted (i) the issuance amount of shares or marketable securities in the event of oversubscription, pursuant to the fourteenth resolution (or any resolution which would replace it at a later date), and (ii) the issuance amount of shares arising from the options or performance shares granted under the eighteenth and nineteenth resolutions of the Extraordinary Shareholders’ Meeting of May 12, 2016 (or any resolutions which would replace them at a later date), (iii) the total amount of share capital increases performed in accordance with the twenty-third, twenty-fourth and twenty-fifth resolutions of the Extraordinary Shareholders’ Meeting of May 12, 2016 (or any resolutions which would replace them at a later date), and (iv) the total amount of share capital increases performed in accordance with the fifteenth and sixteenth resolutions of this Shareholders’ Meeting (or any resolution which would replace it at a later date) this limit being increased by the number of shares necessary for adjustments likely to be made in accordance with applicable legislative and regulatory provisions and, as the case may be, in accordance with the contractual provisions providing for other cases of adjustment, to preserve the rights of holders of marketable securities conferring entitlement to the Company’s shares; the maximum nominal amount (or its counter-value in euros on the issue decision date in the event of an issue in foreign currencies or units of account determined by reference to several currencies) of the marketable debt securities conferring entitlement to the Company’s share capital issued by virtue of this delegation may not exceed a limit of 3 billion euros from which shall be deducted, as the case may be, the issuance amount, in the event of oversubscription, pursuant to the fourteenth resolution below (or any resolution which would replace it at a later date) and the issues made under the twenty- third, twenty-fourth and twenty-fifth resolutions of the May 12, 2016 Extraordinary Shareholders’ Meeting;
  3. decide that the shareholders have, proportional to the amount of their shares, a preferential subscription right to the shares or marketable securities conferring entitlement, immediately and/ or in the future, to the Company’s shares issued pursuant to this resolution;
  4. decide that if the subscriptions made by the shareholders prorata to their existing shareholding and, as the case may be, over and above their existing shareholding if allowed by the Board of Directors, have not resulted in the purchase of all of the shares or marketable securities defined above, the Board of Directors may use, in the order it shall deem appropriate, each or some of the options set forth in article L. 225-134 of the French Commercial Code;
  5. acknowledge and decide, as necessary, that all issuance decisions under this delegation of authority shall entail, to the benefit of the holders of issued marketable securities giving access, or likely to give access to capital securities to be issued by the Company, the waiver by Company shareholders of their preferential subscription rights to shares to be issued to which these marketable securities will give entitlement immediately and/or in the future;
  6. grant full powers to the Board of Directors, with the option of sub-delegation under the conditions set by law, to implement this delegation and specifically:

    − determine the price, the terms and conditions and dates of issues, and the form and characteristics of the marketable securities to be created,
    − set the amounts to be issued, suspend, where necessary, the exercise of Company share allotment rights attached to marketable securities to be issued within a period not exceeding three months, determine the terms and conditions ensuring, as the case may be, the preservation of rights of holders of marketable securities conferring future entitlement to Company shares, in accordance with the legal, regulatory and, as the case may be, contractual provisions, proceed, where necessary, with any deductions from any issue premiums and specifically deductions of costs arising from issues,
    − list, where necessary, the marketable securities to be issued for trading in a regulated market, make all necessary arrangements and enter into any agreements in order to successfully conclude the issues contemplated, duly record the share capital increases arising from any issue carried out via this delegation and amend the articles of association accordingly;
  7. take due note that this delegation supersedes the delegation granted by the Extraordinary Shareholders’ Meeting of May 6, 2015 in its twelfth resolution.

FOURTEENTH RESOLUTION / Authorization granted to the Board of Directors for a period of 26 months to increase the issuance amount of shares or marketable securities in the event of oversubscription

The shareholders, deliberating according to the quorum and majority required for Extraordinary Shareholders’ Meetings, after having reviewed the Board of Directors’ Report and the Statutory Auditors’ Special Report, and pursuant to the provisions of article L. 225-135-1 of the French Commercial Code, in the event of an issue of shares or marketable securities with retention of preferential subscription rights as provided by the thirteenth resolution:

  • authorize the Board of Directors, with the option of subdelegation, to increase, under the conditions set by the law, the number of shares or marketable securities to be issued with shareholders’ preferential subscription rights, at the same price as set for the initial issue, within the deadlines and limits set by the applicable regulations;
  • decide that the nominal amount of the increase in the issue determined in accordance with this resolution shall be deducted from the initial limit and, in the event of an issue of debt securities, from the limit stipulated in the second limit stated in the thirteenth resolution;
  • decide that the authorization thereby granted to the Board of Directors is valid for a period of 26 months starting from the date of this Shareholders’ Meeting.
RESOLUTIONS 15 and 16

Share capital increases reserved for employees

Purpose :

As provided by law, the resolution authorizing increases in share capital in favor of members of a Company savings plan approved during the Extraordinary Shareholders’ Meeting of May 12, 2016, is resubmitted to you. The total nominal amount of share capital increases likely to be performed under this resolution remains unchanged at 30.25 million euros, corresponding to the issue of a maximum of 5.5 million shares, or 1.41% of share capital as of December 31, 2016. This amount shall be deducted from the maximum nominal amount of 530 million euros, i.e. 25% of the share capital, as stipulated in the 13th resolution of this Shareholders’ Meeting relating to the overall limit for share capital increases likely to be performed with delegation to the Board of Directors.

The 15th resolution outlines the conditions of share capital increases reserved for members of a Company or Group savings plan; it is accompanied in the 16th resolution by a similar provision for Group employees and Executive Officers based abroad who cannot benefit from the shareholding mechanism which will be established pursuant to the 15th resolution.

These two delegations will be valid for a period of 26 months for the 15th resolution and for a period of 18 months for the 16th resolution. These resolutions shall result in cancellation of the preferential subscription rights of shareholders in favor of the beneficiaries.

The previous employee share ownership transaction was carried out in March 2016 in accordance with the authorization granted by the May 6, 2015 Shareholders’ Meeting. The share subscription price was set at 77.18 euros (82 euros for the United States) per share. 16,984 employees (and retired employees) across 74 countries representing 32.2% of eligible employees subscribed to this transaction.

The Group wishes to continue increasing the involvement of employees in its development. These employee share ownership transactions contribute significantly to increasing employee motivation and sense of belonging to the Group.

At the end of 2016, the share capital held by employees and former employees of the Group is estimated at 2.4%, of which 1.5% corresponds to shares subscribed by employees during capital increases reserved for employees or held through dedicated mutual funds.

FIFTEENTH RÉSOLUTION / 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

The shareholders, deliberating according to the quorum and majority required for Extraordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report, deliberating pursuant to articles L. 225-129-6 and L. 225-138-1 of the French Commercial Code and articles L. 3331-1 et seq. of the French Labor Code:

  1. delegate to the Board of Directors the authority to decide to increase share capital, on one or more occasions, at the time or times and in the proportions that it deems appropriate, via the issuance of ordinary shares of the Company as well as equity securities granting access to the Company’s share capital, reserved for employees who contribute to a Company or Group savings plan;
  2. decide that the total amount of share capital increases likely to be performed under this resolution may not exceed a maximum nominal amount of 30.25 million euros, corresponding to the issue of a maximum of 5.5 million shares, it being specified that this amount does not include additional shares to be issued, in accordance with applicable legal and regulatory provisions, and when relevant, contractual stipulations providing for other adjustments, to preserve the rights of holders of capital securities conferring access to share capital and that the total amount of share capital increases likely to be performed under this resolution and the sixteenth resolution may not exceed the aforementioned nominal amount of 30.25 million euros;
  3. decide that the maximum nominal amount of share capital increases likely to be performed on the basis of this delegation shall be deducted from the overall limit stipulated in paragraph 2 of the thirteenth resolution of this Extraordinary Shareholders’ Meeting (or any resolution which would replace it at a later date);
  4. decide that the beneficiaries of these capital increases will be, directly or through an intermediary of a Company mutual fund or all other structures or entities permitted by applicable legal or regulatory provisions, the members, within the Company and the French or foreign companies, which are a liated to it within the meaning of article L. 225-180 of the French Commercial Code and article L. 3344-1 of the French Labor Code, of a Company or Group savings plan;
  5. decide to cancel the preferential subscription rights of shareholders to the new shares or other equity securities, and equity securities to which the latter would confer entitlement, which shall be issued in favor of the aforementioned members of a Company or Group savings plan in accordance with this resolution;
  6. decide that the subscription price may not exceed the average, determined in accordance with article L. 3332-19 of the French Labor Code, of the opening trading prices for the Company’s share during the 20 trading days preceding the date of the decision setting the opening date for the subscription period, or be more than 20% lower than such average, bearing in mind that the shareholders offcially authorize the Board of Directors, if deemed appropriate, to reduce or cancel the aforementioned discount, in view of the legal, regulatory and tax constraints under the applicable foreign law, where applicable;
  7. decide, in accordance with article L. 3332-21 of the French Labor Code, that the Board of Directors may provide for the free share attribution, to the aforementioned beneficiaries, of shares to be issued or already issued or other equity securities or securities granting access to the Company’s capital to be issued or already issued, in respect of (i) the contribution that could be paid in accordance with the regulations governing Company or Group saving plans, and/or (ii) where appropriate, the discount;
  8. also decide that, should the beneficiaries not subscribe to the entire capital increase within the allotted deadlines, the capital increase would only be performed for the amount of the shares subscribed, and that the non-subscribed shares may be o ered again to the beneficiaries concerned within the scope of a subsequent capital increase;
  9. grant full powers to the Board of Directors with the option of sub-delegation under the conditions set by law, to determine, within the limits described above, the various terms and conditions of the transaction and particularly:

    − define the criteria which the companies must meet in order for their employees to be entitled to benefit from the capital increases,
    − determine a list of these companies,
    − set the terms and conditions of the share issue, the characteristics of the shares, and, where appropriate, the other equity securities, determine the subscription price calculated based on the method defined above, set the terms and conditions and deadline for fully paying up the subscribed shares, deduct from the “Additional paid-in capital” account all costs relating to these capital increases and, if deemed appropriate, all sums necessary to bring the legal reserve up to one tenth of the new share capital after each share issue, and generally complete, directly or through an authorized representative, all the transactions and formalities relating to the share capital increases performed under this resolution and, specifically, perform all the necessary formalities, and where appropriate, take any measures with a view to listing the shares issued pursuant to this resolution for trading on the Euronext Paris regulated exchange, − set the opening and closing dates for the subscription period, record the completion of the corresponding capital increase and amend the articles of association accordingly;
  10. decide that this delegation granted to the Board of Directors is valid for a period of 26 months starting from the date of this Shareholders’ Meeting and strips of all legal effect the delegation granted to the Board of Directors pursuant to the twenty-first resolution of the Extraordinary Shareholders’ Meeting of May 12, 2016, for the amount of the non-utilized portion of such delegation.

SIXTEENTH RESOLUTION / 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

The shareholders, deliberating according to the quorum and majority required for Extraordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report, pursuant to articles L. 225-129 to L. 225-129-2 and article L. 225-138 of the French Commercial Code:

  1. delegate to the Board of Directors the authority to decide to increase share capital, on one or more occasions, at the time or times and in the proportions it shall deem fit, via the issuance of ordinary shares of the Company as well as any other equity securities conferring entitlement to the Company’s share capital, reserved for the category of beneficiaries defined hereafter;
  2. decide that the total amount of share capital increases likely to be performed under this resolution may not exceed a maximum nominal amount of 30.25 million euros, corresponding to the issue of a maximum of 5.5 million shares, it being specified that this amount does not include additional shares to be issued, in accordance with applicable legal and regulatory provisions, and when relevant, contractual stipulations providing for other adjustments, to preserve the rights of holders of capital securities conferring access to share capital and that the total amount of share capital increases likely to be performed under this resolution and the fifteenth resolution may not exceed the aforementioned nominal amount of 30.25 million euros;
  3. decide that the maximum nominal amount of share capital increases likely to be performed on the basis of this delegation shall be deducted from the overall limit stipulated in paragraph 2 of the thirteenth resolution of this Extraordinary Shareholders’ Meeting (or any resolution which would replace it at a later date);
  4. decide to cancel the preferential subscription rights of shareholders to the shares or other equity securities and to the equity securities to which the latter would confer entitlement, which shall be issued pursuant to this resolution and to reserve the right to subscribe them to the category of beneficiaries meeting the following characteristics: any bank or subsidiary of such an institution mandated by the Company and which would subscribe to shares, or other equity securities issued by the Company pursuant to this resolution, with the sole intent to enable employees and Executive Officers of foreign companies, a liated to the Company within the meaning of article L. 225-180 of the French Commercial Code and article L. 3344-1 of the French Labor Code, to benefit from a shareholding or investment plan with an economic profile comparable to an employee share ownership scheme that would be set up in connection with a share capital increase performed in accordance with the fifteenth resolution submitted to the vote of this Shareholders’ Meeting, taking into account the regulatory and fiscal and/or social framework applicable in the country of residence of the employees and Executive Officers of the aforementioned foreign companies;
  5. decide that the unit price for the issue of the shares to be issued pursuant to this resolution shall be determined by the Board of Directors based on the Company’s share price; this issue price shall be equal to the average of the opening trading prices for the share during the 20 trading days preceding the date of the Board of Directors’ decision setting the opening date for the period of subscription to a share capital increase performed on the basis of the fifteenth resolution, with the possibility of reducing this average by a maximum discount of 20%; the amount of this discount shall be determined by the Board of Directors within the aforementioned limit;
  6. decide that the Board of Directors shall have full powers, under the terms and conditions set forth by law and within the limits defined above, with the option of sub-delegation, so as to implement this delegation and particularly in order to:

    − set the date and price for the issue of shares or other equity securities to be issued in accordance with this resolution as well as the other terms and conditions governing the issue,
    − determine the beneficiary (or list of beneficiaries) for the cancellation of the preferential subscription right within the above-defined category, as well as the number of shares to be subscribed by such beneficiary (or each beneficiary),
    − where appropriate, determine the characteristics of the other equity securities granting access to the Company’s share capital under the applicable legal and regulatory conditions,
    − record the completion of the share capital increase, complete, directly or through an authorized representative, all the transactions and formalities involving the share capital increases and on its sole decision and if it deems appropriate, deduct the share capital increase costs from the amount of additional paid-in capital relating to such increases, amend the articles of association accordingly and perform all the necessary formalities, and where appropriate, take any measures with a view to listing the shares issued pursuant to this resolution for trading on the Euronext Paris regulated exchange;
  7. decide that this delegation granted to the Board of Directors is valid for a period of 18 months starting from the date of this Shareholders’ Meeting and strips of all legal effect the delegation granted to the Board of Directors pursuant to the twenty-second resolution of the Extraordinary Shareholders’ Meeting of May 12, 2016, for the amount of the non-utilized portion of such delegation.
RESOLUTION 17

Powers

Purpose :

The 17th resolution is a standard resolution required for the completion of offcial publications and legal formalities.

SEVENTEENTH RESOLUTION / Powers for formalities

Full powers are granted to a holder of a copy or extract of the minutes of this Shareholders’ Meeting to perform all offcial publications and other formalities required by law and the regulations.

Your vote counts

Deadlines to remember in order to participate in the Shareholders’ Meeting of Wednesday, May 3, 2017 (a):

Friday, April 28, 2017, at 00:00 (that is Thursday, April 27, 2017 at midnight)

Only shareholders holding shares at these dates may cast a vote in the Shareholders’ Meeting.

(a) Pursuant to articles R. 225-77 and R. 225-85 of the French Commercial Code.

Vote

If you decide to vote by Internet,
you must not return your paper voting form, and vice versa.

  • Vote by post
  • Vote by Internet
Saturday, April 29, 2017 Company deadline for receiving documents
Tuesday, May 2, 2017 at 3:00 p.m. Deadline for voting on the website

Key Figures

  • 80

    Countries

  • ~ 67,000

    Group employees

  • 410,000

    individual shareholders
    holding 33% of the capital

  • + 30.5%

    Cash Flow

  • 18.1

    billion euro
    Group revenue (+ 14,6%)

  • 2.60

    proposed dividend per share