Invitation to the Combined Shareholders’ Meeting on May 7, 2013

March 18, 2013

The Combined Shareholders’ Meeting of Air Liquide will be held on Tuesday, May 7, 2013, starting at 3 pm, on first notice, in the Palais des Congrès, Paris, France. Draft resolutions, approved by Air Liquide’s Board of Directors on February 13, 2013, to be submitted to the Annual General Meeting of Shareholders, as well as all the information concerning the Meeting are available on the Group’s website, Shareholders section.

Notice of meeting was published on March 18, 2013 in the legal gazette (Bulletin des annonces légales obligatoires) and is available on the Group’s website.

The invitation to the Meeting will be sent to the domicile of all shareholders of the Company, and is also posted on the website. These documents include the voting form, the agenda of the Meeting, the resolutions submitted to shareholders, a presentation of the objectives of each resolution, and practical information for attending, voting and exercising shareholder rights.

The Annual Shareholders’ Meeting provides an opportunity to present the Group’s strategy and its development prospects and to participate in the life of the Company. All shareholders are invited to vote either by attending the General Meeting in person or by voting by correspondence or by proxy. As is the case each year, they can choose to vote by sending the voting form back, so that it reaches the Company on Friday, May  3, 2013 at the latest.

In 2013, Air Liquide is also offering its shareholders the possibility of voting by Internet, prior to the Meeting. The voting website will be open from Friday, March 22 to Monday, May 6 at 3 pm, Paris time. Detailed instructions on how to connect to this website are provided in the invitation to the Meeting documents sent to shareholders.

The participation of every shareholder is essential.

The Shareholders’ Meeting will be webcast live and available via playback on the Group’s website. Follow the Combined Shareholders’ Meeting live on twitter: https://twitter.com/airliquidegroup.

All the preparatory documents will also be held at the disposal of the shareholders at Shareholder Services, 75 quai d’Orsay, 75321 Paris Cedex 07, France, and published on the Group’s website www.airliquide.com, Shareholders section, according to the legal and regulatory conditions.

Agenda of the Combined Shareholders’ Meeting of May 7, 2013

Ordinary Shareholders’ Meeting

  • Board of Directors' reports.
  • Statutory Auditors’ reports.
  • Approval of the Company financial statements for the year ended December 31, 2012.
  • Approval of the consolidated financial statements for the year ended December 31, 2012.
  • Appropriation of 2012 earnings and setting of the dividend.
  • Authorization granted, for a period of 18 months, to the Board of Directors to allow the Company to trade in its own shares.
  • Renewal of the term of office of two members of the Board of Directors.
  • Approval of the agreements referred to in articles L.225-38 et seq of the French Commercial Code, relating to Mr. Benoît Potier and Mr. Pierre Dufour and the Statutory Auditors’ Special Report.
  • Authorization granted to the Board of Directors for a period of five years to issue bonds.

Extraordinary Shareholders’ Meeting

  • Authorization granted to the Board of Directors for a period of 24 months to reduce the share capital by cancellation of treasury shares.
  • Authorization granted to the Board of Directors for a period of 38 months to grant to employees and executive corporate officers of the Group, or some of such employees and executive corporate officers, share subscription options or share purchase options resulting in the waiver by shareholders of their preferential subscription rights to shares to be issued upon exercise of the subscription options.
  • Authorization granted to the Board of Directors for a period of 38 months to grant existing or new shares to employees and executive corporate officers of the Group, or some of such employees or executive corporate officers, resulting in the waiver by shareholders of their preferential subscription rights to the shares to be issued.
  • 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 shareholder preferential share subscription rights.
  • 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.
  • 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.
  • 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.

Ordinary Shareholders’ Meeting

  • Powers for formalities.
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