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Invitation to Shareholders' Meeting

Combined Shareholders' Meeting of May 16, 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 16, 2018, 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 also 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 16, 2018, 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 also 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 to 8

Renewal of terms of office of Directors

+
Resolutions 9 and 10

Regulated agreements and commitments

+
Resolutions 11 and 12

Approval of the remuneration of Executive Officers for the 2017 fiscal year

+
Resolution 13

Approval of the remuneration policy applicable to the Executive Officers for the 2018 fiscal year

+
Resolution 14

Setting Directors’ fees

+
Resolution 15

Authorization to reduce the share capital by cancellation of treasury shares

+
Resolution 16

Share capital increase through capitalization of additional paid-in capital, reserves, profits or any other amounts

+
Resolution 17

Powers

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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 the Company and consolidated financial statements of Air Liquide for the year ended December 31, 2017.

FIRST RESOLUTION / Approval of the Company financial statements for the year ended December 31, 2017

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, 2017 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 1,149,807,331 euros.

SECOND RESOLUTION / Approval of the consolidated financial statements for the year ended December 31, 2017

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, 2017 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 2.65 euros per share, which represents an increase of +12.4% in shareholders’ return, taking into account the attribution of one free share for 10 existing shares in 2017.

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, 2015 and which remain held in this form continuously until May 30, 2018, the dividend payment date. As of December 31, 2017, 27.35% of the shares making up the share capital are likely to benefit from this loyalty dividend.

With an estimated pay-out ratio of 53% of the Group’s net profit (57% of “recurring” 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 28, 2018. The dividend payment date will be set for May 30, 2018.

THIRD RESOLUTION / Appropriation of 2017 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 2017 earnings of 1,149,807,311 euros and the retained earnings of 6,240,307,970 euros as of December 31, 2017, distributable earnings for the year amount to a total of 7,390,115,281 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 21,819,319 euros
Retained earnings 6,202,582,712 euros
Dividend (including the loyalty dividend) 1,165,713,250 euros

Hence, a dividend of 2.65 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 428,397,550 shares making up the share capital as of December 31, 2017, 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 30, 2018:

  • 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 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
Fiscal year 2016
Ordinary dividend 1,011,076,979 388,875,761 2.60
Loyalty dividend 26,595,971 102,292,196 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 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;
  • fiscal year 2016 – ordinary dividend: 1,005,542,972 euros for 386,747,297 shares; loyalty dividend: 26,025,861 euros for 100,099,466 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, 2015, and which remain held in this form continuously until May 30, 2018, 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 117,152,854 shares which have been held in registered form since December  31, 2015, and which remained held in this form continuously until December 31, 2017, amounts to 30,459,742 euros.

The total loyalty dividend corresponding to these 117,152,854 shares that cease to be held in registered form between January 1, 2018 and May 30, 2018, 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 2017, the buyback program resulted in the purchase of 1.5 million shares, representing 0.39% of the capital and the cancellation of 1.1 million shares.

Additionally, under the liquidity contract: 1 million shares were purchased and 1 million were sold. As of December 31, 2017, 8,000 shares were held under the liquidity contract.

As of December 31, 2017, the Company held approximately 1.4 million shares, assigned to the objective of cancellation for 440,000 shares and to the objective of implementation of any performance shares plan for 1,005,182 shares. These shares represent 0.34% 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, 2017, i.e. 42,839,755 shares for a maximum total amount of 7,068,559,575 euros.

The shares purchased may be canceled in order to offset, in the long term, the dilutive impact resulting from capital increases relating to employee share ownership transactions.

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 fifteenth 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 shares to employees and/or Executive Officers of the Company or affiliated 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’ Meeting will set the maximum purchase price at 165 euros (excluding acquisition costs) per share with a par value of 5.50 euros per share, and the maximum number of shares that can be bought back at 10% of the total number of shares making up the share capital as of December 31, 2017, or 42,839,755 shares with a par value of 5.50  euros, for a maximum total amount of 7,068,559,575 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 starting from the date of this Shareholders’ Meeting. It supersedes the authorization granted by the fourth  resolution of the Ordinary Shareholders’ Meeting of May  3, 2017 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 to 8

Renewal of terms of office of Directors

Purpose:

The 5th, 6th, 7th and 8th resolutions concern the renewal, as members of the Company’s Board of Directors, for a period of four years, of the respective terms of office of Mr Benoît Potier, Mr Jean-Paul Agon, Ms Sin Leng Low and Ms Annette Winkler that expire at the end of this Shareholders’ Meeting.

The Board of Directors confirmed its intention to renew the term of office of Mr Benoît Potier as Chairman and Chief Executive Officer at the meeting to be held at the close of this Shareholders’ Meeting.

This mode of management of the Company allows in particular for regular, personalized exchanges between shareholders and General Management through a single contact person, with in-depth knowledge of the Group and its businesses. These exchanges ensure that the definition of the Group’s strategy takes due account of the expectations and interests of shareholders over the long term. Over the past 12 years during which Mr Benoît Potier has been Chairman and Chief Executive Officer, the Group has achieved a consistent performance (an average annual growth over the 2006-2017 period of +5.8% in revenue and of +7.4% in published net profit); driven by strong organic growth and transforming acquisitions, including the largest, that of Airgas in 2016.

The combination of the roles of Chairman and Chief Executive Officer are overseen by balanced rules of governance which have been further strengthened in 2017. The Board is thus composed of 8 independent Directors of a total of 12 members, and brings a complementarity of experience and expertise. Its Directors are highly committed, with an average attendance rate at Board and Committee meetings in excess of 96% in 2017. Moreover, each Director was also a member of one of the four Committees. The balance of power is ensured by the presence, since 2014, of an independent Lead Director who has specific powers, including the power to ask the Chairman to convene the Board of Directors on a given agenda. Furthermore, since 2017, the Lead Director calls an executive session once a year of all Directors without the presence of the executive Directors (and past executives) and all persons internal to the Group. Directors may also request an individual meeting with the Lead Director as often as they judge necessary. In order to further improve dialog with shareholders, the Board will also now be informed of all regular contact between the Chairman and Chief Executive Officer and the major shareholders, with the latter also having the possibility to request, where necessary, a meeting with the Lead Director. These governance measures are described in detail on pages 132-133 of the 2017 Reference Document.

Mr Jean-Paul Agon, Chairman and CEO of L’Oréal, who has been a Director since 2010 and Lead Director since 2017, will continue to provide the Board of Directors with his expertise in the senior management of a major international company and his specific knowledge of consumer product markets. The Board of Directors confirmed its intention to renew Mr Jean-Paul Agon as Lead Director.

Ms Sin Leng Low, who has been a Director since 2014, will continue to bring to the Board her experience in the management of industrial activities and her knowledge of the Asian markets.

Ms Annette Winkler, Vice President of Daimler (at the head of smart), who has been a Director since 2014, will continue to bring to the Board her experience in senior management of a major German industrial group with an international reach, focused on the consumer goods market.

Furthermore and for information, the term of office of the employee Director will expire at the end of this Shareholders’ Meeting. At a plenary meeting on December 6, 2017, the France Group Committee reappointed Mr Philippe Dubrulle as Director representing the employees for a term of four years expiring at the end of the Shareholders’ Meeting held to approve the financial statements for the fiscal year ending December 31, 2021.

FIFTH RESOLUTION / Renewal of the term of office of Mr Benoît Potier 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 Benoît Potier as a Director for a term of four years, which will expire at the end of the 2022 Shareholders’ Meeting, held to approve the financial statements for the fiscal year ending December 31, 2021.

SIXTH RESOLUTION / Renewal of the term of office of Mr Jean-Paul Agon 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 Jean-Paul Agon as a Director for a term of four years, which will expire at the end of the 2022 Shareholders’ Meeting, held to approve the financial statements for the fiscal year ending December 31, 2021.

SEVENTH RESOLUTION / Renewal of the term of office of Ms Sin Leng Low 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 Ms Sin Leng Low as a Director for a term of four years, which will expire at the end of the 2022 Shareholders’ Meeting, held to approve the financial statements for the fiscal year ending December 31, 2021.

EIGHTH RESOLUTION / Renewal of the term of office of Ms Annette Winkler 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 Ms Annette Winkler as a Director for a term of four years, which will expire at the end of the 2022 Shareholders’ Meeting, held to approve the financial statements for the fiscal year ending December 31, 2021.

RESOLUTIONS 9 and 10

Regulated agreements and commitments

Purpose:

The 9th and 10th resolutions concern two regulated commitments relating to Mr Benoît Potier which must, as provided by law, be subject to a vote by the Shareholders’ Meeting at the time of the renewal of his term of office as Chairman and Chief Executive Officer.

■︎ Termination indemnity: the Board of Directors has modified the termination indemnity to which Mr Benoît Potier may be entitled, taking into account the remarks of certain shareholders.

- The termination indemnity will thus be due in the case of forced departure (removal from office, request for resignation) related to a change of strategy or a change in control. In the event of the latter, the termination indemnity will only be due if the departure takes place within six months, versus 24 months previously.

- The termination indemnity, capped at 24 months of gross fixed and variable remuneration, is subject to performance conditions using a scale based on the average annual difference between Return On Capital Employed (ROCE) after tax and Weighted Average Cost of Capital (WACC) over three years, the thresholds for increases having been made more exacting than before. The amount of the termination indemnity decreases gradually during the two years prior to the age limit of Executive Officer defined in the Company’s articles of association.

■︎ Defined benefit pension plan: in response to the requirements of the 2015 Macron law, the Board of Directors decided to subject the contingent rights allocated to Mr Benoît Potier with effect from the renewal of his term of office by this Shareholders’ Meeting to performance conditions similar to those for the above mentioned termination indemnity.

These agreements are included in the Statutory Auditors’ Special Report on regulated agreements and commitments (see 2017 Reference Document p. 335 et seq. and the Company’s website).

NINTH RESOLUTION / Approval of commitments referred to in article L. 225-42-1 of the French Commercial Code relating to the termination indemnity of Mr Benoît Potier

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report provided for by current legal and regulatory provisions, approve, on the condition precedent of renewal of his term of office as Chairman and Chief Executive Officer, the commitments relating to the termination indemnity of Mr Benoît Potier which are subject to the provisions of articles L. 225-38 and L. 225-42-1 of the French Commercial Code, under the conditions described in these reports.

TENTH RESOLUTION / Approval of commitments referred to in article L. 225-42-1 of the French Commercial Code relating to defined benefit pension plan commitments for Mr Benoît Potier

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report provided for by current legal and regulatory provisions, approve, on the condition precedent of renewal of his term of office as Chairman and Chief Executive Officer, the increase in future conditional rights from which Mr Benoît Potier will benefit as of the renewal of his term of office, relating to defined benefit pension scheme commitments meeting the characteristics of the schemes set out in article L. 137-11 of the French Social Security Code and subject to the provisions of articles L. 225-38 and L. 225-42-1 of the French Commercial Code, under the conditions described in these reports.

RESOLUTIONS 11 and 12

Approval of the remuneration of Executive Officers for the 2017 fiscal year

Purpose:

Pursuant to article L. 225-100 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 11th and 12th resolutions to approve the fixed, variable and exceptional components of the total remuneration and other benefits paid or awarded to Mr Benoît Potier in respect of the 2017 fiscal year and to Mr Pierre Dufour whose term of office as Senior Executive Vice President ended following the Shareholders’ Meeting of May 3, 2017. It is specified that no exceptional remuneration has been paid or awarded in 2017.

The components of remuneration are described in the Report on corporate governance included in the 2017 Reference Document and are summarized in the 2018 Invitation to Shareholders’ Meeting. They were paid or awarded in line with the remuneration policy approved by the Shareholders’ Meeting on May 3, 2017.

ELEVENTH RESOLUTION / Approval of the elements of remuneration paid or awarded to Mr Benoît Potier for the year ended December 31, 2017

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, approve, pursuant to article L. 225-100 of the French Commercial Code, the fixed, variable and exceptional components of the total remuneration and other benefits paid or awarded to Mr Benoît Potier in respect of the 2017 fiscal year, as presented in Chapter 3 “Corporate Governance”, paragraph “Elements of the total remuneration and benefits of any kind paid or awarded to Benoît Potier in respect of the 2017 fiscal year and on which the Shareholders’ Meeting of May 16, 2018 is invited to vote”, of the Company’s 2017 Reference Document.

TWELFTH RESOLUTION / Approval of the elements of remuneration paid or awarded to Mr Pierre Dufour for the year ended December 31, 2017

The shareholders deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, approve, pursant to article L. 225-100 of the French Commercial Code, the fixed, variable and exceptional components of the total remuneration and other benefits paid or awarded to Mr  Pierre Dufour, in respect of the 2017 fiscal year, as presented in Chapter 3 “Corporate Governance”, paragraph “Elements of the total remuneration and benefits of any kind paid or awarded to Pierre Dufour in respect of the 2017 fiscal year and on which the Shareholders’ Meeting of May 16, 2018 is invited to vote”, of the Company’s 2017 Reference Document.

RESOLUTION 13

Approval of the remuneration policy applicable to the Executive Officers for the 2018 fiscal year

Purpose:

Pursuant to article L. 225-37-2 of the French Commercial Code, shareholders are asked in the 13th resolution to approve for the 2018 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 Executive Officers, and applicable to Mr Benoît Potier in respect of his term of office as Chairman and Chief Executive Officer, as described in the Report on corporate governance included in the 2017 Reference Document and summarized in the 2018 Invitation to Shareholders’ Meeting.

THIRTEENTH RÉSOLUTION / Approval of the remuneration policy applicable to the Executive Officers

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors mentioned in 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 Executive Officers as presented in Chapter 3 “Corporate Governance” of the 2017 Reference Document, in the section covering the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional elements of the total remuneration and the benefits of all kinds that may be granted to Executive Officers.

RESOLUTION 14

Setting Directors’ fees

Purpose:

The 14th resolution sets the authorized amount of Directors’ fees per fiscal year. Since 2014, the amount has been 1 million euros. On the recommendation of the Remuneration Committee, the Board of Directors proposes to increase the amount of Directors’ fees that may be allocated each year to the Directors to 1.15 million euros as of 2018.

The proposed increase takes into account, in particular, the creation of a fourth Committee in 2017 (the Environmental and Social Committee), the increasing number of meetings and the extension of the work handled by the Board and the Committees, as well as the desire to promote a variety of skills and nationalities within the Board for forthcoming recruitments.

The Directors’ fees allocation formula comprises a fixed portion and a variable portion based on lump-sum amounts per meeting, thereby taking account of the effective participation of each Director in the work of the Board and its Committees as well as a fixed amount per trip for non-resident Directors. For further information regarding these elements, please refer to Chapter 3, p. 190-191 of the 2017 Reference Document.

FOURTEENTH RESOLUTION / Setting the amount of the Directors’ fees

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors, decides in accordance with article 16 of the articles of association, to set, from fiscal year 2018, the overall amount of Directors’ fees to be allocated to Directors at the amount of 1.15 million euros per year.

RESOLUTION 15

Authorization to reduce the share capital by cancellation of treasury shares

Purpose:

As is the case each year, we ask you, in the 15th 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 offset, where necessary, any potential dilution resulting from capital increases relating 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.

FIFTEENTH 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 3, 2017 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 3, 2017 in its twelfth 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.

RESOLUTION 16

Share capital increase through capitalization of additional paid-in capital, reserves, profits or any other amounts

Purpose:

The Combined Shareholders’ Meeting of May 12, 2016 had granted the Board of Directors, for a period of 26 months, the authority to increase the share capital, on one or more occasions, through capitalization of additional paid-in capital, reserves, profits or any other amounts that may be capitalized, for the purposes of attributing free shares to shareholders.

This authorization was partially used in 2017 when the Company attributed 1 free share for every 10 existing shares following a share capital increase through capitalization of the sum of 218.98 million euros taken from “additional paid-in capital” thereby creating 39,814,353 new shares (amount including the loyalty bonus of 10%, i.e. 1 additional free share for every 100 existing shares).

As in 2016, in order to provide shareholders with the right to express an opinion on this share capital increase during periods of takeover bids, it is proposed that this delegation of authority be suspended during periods of takeover bids.

The purpose of the 16th resolution is to renew this authorization for a maximum amount of 300 million euros.

SIXTEENTH RESOLUTION / Delegation of authority granted to the Board of Directors for a period of 26 months in order to increase the share capital through capitalization of additional paid-in capital, reserves, profits or any other amount that may be capitalized, for a maximum amount of 300 million euros

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors and pursuant to articles L. 225-129-2 and L. 225-130 of the French Commercial Code:

  1. delegate to the Board of Directors, with the option of sub-delegation, the authority necessary to increase the share capital on one or more occasions, according to the terms and conditions and at the time it shall determine, through capitalization of additional paid-in capital, reserves, profits or any other amount that may be capitalized, the capitalization of which will be possible under the law and the articles of association as a free share attribution to shareholders and/or an increase in the par value of existing shares;
  2. 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;
  3. decide that the total amount of share capital increases likely to be performed thereby may not exceed 300 million euros, this limit being separate from and independent from the limit provided for in paragraph 2 of the thirteenth resolution passed by the Shareholders’ Meeting of May 3, 2017 (or any resolution which would replace it at a later date), and may not in any case exceed the amount of the additional paid-in capital, reserve, profit or other accounts referred to above that exist at the time of the capital increase (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 marketable securities or other rights conferring access to share capital);
  4. decide that, should the Board of Directors use this delegation, in accordance with article L. 225-130 of the French Commercial Code, fractional rights shall not be negotiable and the corresponding securities shall be sold; the sums resulting from such sale shall be allocated to the holders of rights under the applicable regulatory conditions;
  5. take due note that this delegation supersedes any unused portion of the delegation granted to the Board of Directors in the seventeenth resolution voted by the Extraordinary Shareholders’ Meeting of May 12, 2016;
  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 in particular to set the terms of issue, to deduct from one or more available reserves accounts the costs arising from the share capital increase, if deemed appropriate, all sums necessary to bring the legal reserve up to one tenth of the new share capital after each share issue, duly record the completion of the resulting share capital increases, make the corresponding amendments to the articles of association and generally complete all the formalities relating to the share capital increases.
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 16, 2018 (a):

Monday, May 14, 2018, at 00:00 (that is Sunday, May 13, 2018 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, May 12, 2018 at midnight Company deadline for receiving documents
Tuesday, May 15, 2018 at 3:00 p.m. Deadline for voting on the website

Board of Directors

The Board of Directors has 12 members, and comprises members with complementary experience and skills.

Key Figures

  • 80

    Countries

  • ~ 65,000

    Group employees

  • 410,000

    individual shareholders
    holding 32% of the capital