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L'air LIQUIDE S.A. / AIR LIQUIDE FINANCE €12,000,000,000 Euro

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L'air LIQUIDE S.A. / AIR LIQUIDE FINANCE €12,000,000,000 Euro Debt Issuance Programme Prospectus dated 10 May 2021 L’AIR LIQUIDE S.A. / AIR LIQUIDE FINANCE €12,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by L’Air Liquide S.A. in respect of Notes issued by Air Liquide Finance Under the €12,000,000,000 Euro Medium Term Note Programme (the “Programme”) described in this document (the “Debt Issuance Programme Prospectus”), L’Air Liquide, société anonyme pour l’Étude et l’Exploitation des procédés Georges Claude (“L’Air Liquide”, the “Guarantor” or, in its capacity as Issuer, an “Issuer”) and Air Liquide Finance (“Air Liquide Finance” or an “Issuer” and together with L’Air Liquide, the “Issuers”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). Notes issued by Air Liquide Finance will be unconditionally and irrevocably guaranteed by L’Air Liquide. The aggregate nominal amount of Notes outstanding will not at any time exceed €12,000,000,000 (or the equivalent in other currencies as at the date of issue of the Notes) and may be denominated in any currency. This Debt Issuance Programme Prospectus shall, for the purposes of Notes listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market (as defined below) of the Luxembourg Stock Exchange, be updated annually. This Debt Issuance Programme Prospectus has been approved as a base prospectus by the Commission de surveillance du secteur financier (“CSSF”), as competent authority under Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). The CSSF only approves this Debt Issuance Programme Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuers or the Guarantor, or of the quality of the Notes. By approving this Debt Issuance Programme Prospectus, in accordance with Article 6(4) of the Luxembourg law on prospectuses for securities of 16 July 2019, the CSSF gives no undertaking as to the economic or financial soundness of the transactions contemplated by this Debt Issuance Programme Prospectus or the quality or solvency of the Issuers. Investors should make their own assessment as to the suitability of investing in the Notes. Application may be made for a period of 12 months from the date of this Debt Issuance Programme Prospectus (i) to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange and/or (ii) to the competent authority of any other Member State of the European Economic Area (“EEA”) for Notes issued under the Programme to be listed and admitted to trading on a Regulated Market in such Member State. However, Notes issued under the Programme may also be unlisted and/or not admitted to trading on any market. The relevant final terms (the “Final Terms”) (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading and, if so, the relevant Regulated Market, and will be published, if relevant, on the website of the Regulated Market where the admission to trading is sought or on the website of the relevant Issuer, as the case may be. The Luxembourg Stock Exchange is a regulated market for the purposes of the Directive 2014/65/EU of 15 May 2014 on markets in financial instruments, as amended, appearing on the list of regulated markets issued by the European Securities and Markets Authority (the “ESMA”) (a “Regulated Market”). This Debt Issuance Programme Prospectus is valid from its date and until 10 May 2022 in relation to Notes which are to be admitted to trading on a Regulated Market. The obligation to supplement this Debt Issuance Programme Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Debt Issuance Programme Prospectus is no longer valid. Notes may be issued either in dematerialised form (“Dematerialised Notes”) or in materialised form (“Materialised Notes”), as more fully described herein. Dematerialised Notes may, at the option of the relevant Issuer, be (a) in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear France (“Euroclear France”) (acting as central depositary) which shall credit the accounts of Euroclear France Account Holders (as defined in Condition 1(a)) including Euroclear Bank SA/NV (“Euroclear”) and the depositary bank for Clearstream Banking, SA (“Clearstream”) or (b) in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in the preamble to the Terms and Conditions of the Notes), in either fully registered form (au nominatif pur), in which case they will be inscribed either with the Issuer or with the Registration Agent (as defined in Condition 1(a)) designated in the relevant Final Terms, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Euroclear France Account Holders designated by the relevant Noteholders. Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents of title will be issued in respect of Dematerialised Notes. Materialised Notes will be in bearer form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached (a “Temporary Global Certificate”) will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date expected to be on or about the 40th calendar day after the issue date of the Notes (subject to postponement as described in “Temporary Global Certificates Issued in respect of Materialised Bearer Notes”) upon certification as to non-U.S. beneficial ownership as more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined below) intended to be cleared through Euroclear and/or Clearstream, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below). The final terms of the relevant Notes will be determined at the time of the offering of each Tranche based on the then prevailing market conditions and will be set out in the relevant Final Terms. The Programme has been rated A- by S&P Global Ratings Europe Limited (“S&P”) and A3 by Moody’s Deutschland GmbH (“Moody’s”). Tranches of Notes issued under the Programme may be rated or unrated. Where an issue of Notes is rated, such rating will not necessarily be the same as ratings assigned to the Programme and its rating will not necessarily be the same as the rating assigned to other Notes issued under the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Both S&P and Moody’s are established in the European Union, are registered under Regulation (EC) No.1060/2009 on credit ratings agencies, as amended (the “CRA Regulation”) and are included in the list of credit rating agencies registered in accordance with the CRA Regulation published on the website of the ESMA (www.esma.europa.eu/supervision/credit-rating-agencies/risk). The relevant Final Terms will specify whether or not credit ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation. Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organisation. Prospective investors should take into account the factors described under the section headed “Risk Factors” of this Debt Issuance Programme Prospectus before deciding to invest in the Notes issued under the Programme. Arranger BNP PARIBAS Permanent Dealers BOFA SECURITIES BARCLAYS BNP PARIBAS CITIGROUP CIC MARKET SOLUTIONS COMMERZBANK CRÉDIT AGRICOLE CIB GOLDMAN SACHS BANK EUROPE SE HSBC ICBC PARIS BRANCH IMI - INTESA SANPAOLO J.P. MORGAN MIZUHO SECURITIES MUFG NATIXIS SMBC NIKKO SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING Important Considerations about this Debt Issuance Programme Prospectus This Debt Issuance Programme Prospectus (together with any supplements to this document published from time to time) constitutes two base prospectuses (a) for the purposes of Article 8 of the Prospectus Regulation: (i) the base prospectus for L’Air Liquide, société anonyme pour l’Étude et l’Exploitation des procédés Georges Claude (“L’Air Liquide”, the “Guarantor” or, in its capacity as Issuer, an “Issuer”) in respect of non-equity securities (hereinafter, the “Notes”) to be issued by L’Air Liquide under this Euro Medium Term Note Programme (the “Programme”) and (ii) the base prospectus for Air Liquide Finance (“Air Liquide Finance” or an “Issuer” and together with L’Air Liquide, the “Issuers”) in respect of Notes to be issued by Air Liquide Finance under this Programme and (b) for the purpose of giving necessary information with regard to the Issuers, the Guarantor and the Notes which, according to the particular nature and circumstances of the Issuers, the Guarantor and the type of Notes, is material to investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuers and the Guarantor, the rights attaching to the Notes, and the reasons for the issuance and its impact on the Issuers.
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