A Société Anonyme Having a Share Capital of €1,562,878,850.50 with Its Registered Office at 75, Quai D’Orsay, 75007 Paris, France 552 096 281 R.C.S

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN FINANCIAL, LEGAL, ACCOUNTING OR TAX ADVISORS.

A société anonyme having a share capital of €1,562,878,850.50 with its registered office at 75, quai d’Orsay, 75007 Paris, France 552 096 281 R.C.S. Paris

NOTICE OF MEETING

of the holders of

€400,000,000 4.375 per cent. Notes due June 2015 ISIN Code: FR0010765354 – Common Code: 043175220 (the “Notes”)

Issued by L’Air Liquide S.A. (the “Company”)

NOTICE IS HEREBY GIVEN that, pursuant to Condition 12(d) of the terms and conditions of the Notes (the “Terms and Conditions”), a meeting of the holders of the Notes (the “Noteholders’ Meeting”) is convened by the Board of Directors of the Company and will be held at 3 pm (Paris time) on March 14, 2011 at 75, quai d’Orsay, 75007 Paris, France for the purpose of considering and, if thought fit, approving the following resolutions (the “Resolutions”).

Unless the context otherwise requires, capitalized terms used in this notice shall have the meaning ascribed to them in the Terms and Conditions.

1 THE TERMS OF THE RESOLUTIONS are as follows:

First resolution (Proposed partial asset contribution subject to the legal rules governing spin-offs to be made by L’Air Liquide S.A. (the “Company”) to its subsidiary AIR LIQUIDE FRANCE INDUSTRIE of its business for supplying and marketing of industrial gases)

The General Meeting of the holders of the notes issued by the Company under the EMTN program on June 3, 2009, with a maturity date of June 2015, at 4.375% for a total amount of 400,000,000 euros (ISIN Code FR0010765354) (the “Notes”), deliberating pursuant to Article L. 228-65 I 3° of the French Commercial Code and under the quorum and requisite majority conditions, after having read:

- the report of the Board of Directors,

- the partial asset contribution agreement dated February 15, 2011 between the Company and its subsidiary AIR LIQUIDE FRANCE INDUSTRIE, a French limited liability company (société anonyme), having a share capital of 22,650,180 euros, whose registered office is located at 6, rue Cognacq Jay, 75007 Paris, registered with the Paris Trade and Companies Register, under number, 314 119 504 RCS Paris (“ALFI”),

1. Acknowledges that the contemplated partial asset contribution agreement does not make ALFI liable for the Company’s bond debt and, as a result, does not amend to the Notes issuance agreement;

2. Approves, pursuant to Article L. 236-18 of the French Commercial Code, the partial asset contribution agreement and the partial asset contribution pursuant to which the Company contributes to ALFI, under the legal rules governing spin-offs, and subject to its approval by the extraordinary general shareholders’ meeting of the Company and of ALFI, of its valuation, its consideration and ALFI’s related capital increase, all the assets, rights and obligations as well as the liabilities, related to the complete and autonomous business for supplying and marketing industrial gases in France;

3. Decides, as a result, not to file an opposition against the partial asset contribution;

4. Grants, in view of the foregoing, all powers to the bearer of an original, a copy or a certified copy hereof, for the purpose, if applicable, of undertaking all reports, conclusions, disclosures and formalities, including the publication of this decision pursuant to the terms and conditions of the Notes, which may be necessary for the purpose of effecting the partial asset contribution granted by the Company to ALFI.

2 Second resolution (Proposed partial asset contribution subject to the legal rules governing spin-offs to be made by the Company to its subsidiary AIR LIQUIDE ADVANCED TECHNOLOGIES of the “ATD” (Advanced Technologies Division - Division des Techniques Avancées) in charge of designing and manufacturing equipment in the space, aeronautics and cryogencis fields)

The General Meeting of the holders of the Notes, deliberating pursuant to Article L. 228-65 I 3° of the French Commercial Code and under the quorum and requisite majority conditions, after having read:

- the report of the Board of Directors,

- the partial asset contribution agreement dated February 15, 2011 between the Company and its subsidiary AIR LIQUIDE ADVANCED TECHNOLOGIES, a French limited liability company (société anonyme), having a share capital of 4,778,655 euros, whose registered office is located at 75, Quai d’Orsay, 75007 Paris, registered with the Paris Trade and Companies Register, under number 712 009 661 RCS Paris (“ALAT”),

1. Acknowledges that the contemplated partial asset contribution agreement does not make ALAT liable for the Company’s bond debt and, as a result, does not amend to the Notes issuance agreement;

2. Approves, pursuant to Article L. 236-18 of the French Commercial Code, the partial asset contribution agreement and the partial asset contribution pursuant to which the Company contributes to ALAT, under the legal rules governing spin-offs, and subject to its approval by the extraordinary general shareholders’ meeting of the Company and of ALAT, of its valuation, its consideration and ALAT, all the assets, rights and obligations as well as the liabilities, related to the "DTA" (Advanced Technologies Division - Division des Techniques Avancées);

3. Decides, as a result, not to file an opposition against the partial asset contribution;

3 Third resolution (Proposed partial asset contribution subject to the legal rules governing spin-offs to be made by the Company to its subsidiary CRYOPAL of the "CMD" (Cryogenics Material Division) in charge of manufacturing and marketing cryogenics receptacles)

- the report of the Board of Directors,

- the partial asset contribution agreement dated February 15, 2011 between the Company and its subsidiary CRYOPAL, a French limited liability company (société anonyme), having a share capital of 1,209,234 euros, whose registered office is located at 8, avenue Gutenberg-Parc Gustave Eiffel, 77607 Bussy Saint-Georges, registered with the Meaux Trade and Companies Register, under number 420 499 477 RCS Meaux,

1. Acknowledges that the contemplated partial asset contribution agreement does not make CRYOPAL liable for the Company’s bond debt and, as a result, does not amend to the Notes issuance agreement;

2. Approves, pursuant to Article L. 236-18 of the French Commercial Code, the partial asset contribution agreement and the partial asset contribution pursuant to which the Company contributes to CRYOPAL, under the legal rules governing spin-offs, and subject to its approval by the extraordinary general shareholders’ meeting of the Company and of CRYOPAL, of its valuation, its consideration and CRYOPAL, all the assets, rights and obligations as well as the liabilities, related to "CMD" (Cyrogenics Material Division - Division Matériel Cryogénique) in charge of manufacturing and marketing cryogenics receptacles;

3. Decides, as a result, not to file an opposition against the partial asset contribution;

4 Fourth resolution (Proposed partial asset contribution subject to the legal rules governing spin-offs to be made by the Company to its subsidiary AIR LIQUIDE ENGINEERING of the “ETC” (Expert Technology Center - Centre Technologique d’Expertise) in charge of technological expertise business activities conducted at the Blanc-Mesnil site)

- the report of the Board of Directors,

- the partial asset contribution agreement dated February 15, 2011 between the Company and its subsidiary AIR LIQUIDE ENGINEERING, a French limited liability company (société anonyme), having a share capital of 12,000,000 euros, whose registered office is located at 6, rue Cognacq Jay, 75007 Paris, registered with the Paris Trade and Companies Register, under number, 420 499 311 RCS Paris (“ALE”),

1. Acknowledges that the contemplated partial asset contribution agreement does not make ALE liable for the Company’s bond debt and, as a result, does not amend to the Notes issuance agreement;

2. Approves, pursuant to Article L. 236-18 of the French Commercial Code, the partial asset contribution agreement and the partial asset contribution pursuant to which the Company contributes to ALE, under the legal rules governing spin-offs, and subject to its approval by the extraordinary general shareholders’ meeting of the Company and of ALE, of its valuation, its consideration and AIR LIQUIDE ENGINEERING, all the assets, rights and obligations as well as the liabilities, related to “ETC” (Expert Technology Center - Centre Technologique d’Expertise) in charge of technological expertise business activities conducted at the Blanc- Mesnil site;

3. Decides, as a result, not to file an opposition against the partial asset contribution;

5 Fifth resolution (Proposed partial asset contribution subject to the legal rules governing spin-offs to be made by the Company to its subsidiary AIR LIQUIDE SERVICES of the ISIS (Information Systems for Industrial Solution) department in charge of development, installation and operation of information systems)

- the report of the Board of Directors,

- the partial asset contribution agreement dated February 15, 2011 between the Company and its subsidiary AIR LIQUIDE SERVICES, a French limited liability company (société anonyme), having a share capital of 1,951,132 euros, whose registered office is located at 6, rue Cognacq Jay, 75007 Paris, registered with the Paris Trade and Companies Register, under number 430 036 897 RCS Paris (“ALS”),

1. Acknowledges that the contemplated partial asset contribution agreement does not make ALS liable for the Company’s bond debt and, as a result, does not amend to the Notes issuance agreement;

2. Approves, pursuant to Article L. 236-18 of the French Commercial Code, the partial asset contribution agreement and the partial asset contribution pursuant to which the Company contributes to ALS, under the legal rules governing spin-offs, and subject to its approval by the extraordinary general shareholders’ meeting of the Company and of ALS, of its valuation, its consideration and AIR LIQUIDE SERVICES, all the assets, rights and obligations as well as the liabilities, related to the ISIS (Information Systems for Industrial Solution) department in charge of development, installation and operation of information systems;

3. Decides, as a result, not to file an opposition against the partial asset contribution;

6 Sixth resolution (Place of filing of the attendance sheet, the powers of holders of Notes represented and the minutes)

The General Meeting of the Holders of Notes resolves, pursuant to Article R. 228-74 paragraph 1 of the French Commercial Code, that the attendance sheet, the powers of Holders of Notes represented and the minutes of this meeting shall continue to be filed at the Company’s registered office in order to allow all holders of Notes to exercise the right of disclosure granted to them by law.

This notice is issued on February 18, 2011 by the Company in accordance with the Terms and Conditions.

7 Documents available for inspection

In accordance with Condition 12(f) of the Terms and Conditions, each holder of Notes (a “Noteholder”) or representative thereof has the right during the 15-day period preceding the Noteholders’ Meeting to consult or make a copy of the text of the proposed Resolutions and of the report which will be presented at the meeting at the principal office of the Company (75, quai d’Orsay, 75007 Paris, France), at the offices of the Centralization Agent (at the following e-mail address : [email protected]) and on the website of the Company (www.airliquide.com).

Documents available for review as from the date of this meeting notice:  The proposed Resolutions;  The report of the Board of Directors of the Company on the proposed Resolutions (a copy of which is attached hereto);  The contribution spinoff agreement governed by the rules applicable to spinoffs (régime des scissions) in French dated February 15, 2011 between the Company and, respectively, ALFI, ALAT, CRYOPAL, ALE and ALS.

In addition, the 2009 Registration Document of the Company, which was filed in its French version with the Autorité des marchés financiers on March 23, 2010, is available together with its English version on the website of the Company (www.airliquide.com).

Voting Premium

The Board of Directors has authorized the payment of a voting premium only to the Noteholders who will have duly voted (in person, by proxy or by correspondence) at the meeting held upon first convocation and provided that the quorum is reached, or only to the Noteholders who will have duly voted at the meeting held upon second convocation, if such a meeting is held. This voting premium shall amount to 0.10% of the outstanding principal amount of each Note held by them and in respect of which a vote will have been duly taken into account.

It is specified, for the avoidance of doubt, that if the required quorum is not reached during the meeting convened on first convocation, the voting premium shall only be due to Noteholders who have validly taken part in the vote (either physically, by proxy or by correspondence) at the meeting convened on second convocation.

The payment of the voting premium should be made five (5) business days after the day of the vote and will be made through the relevant Euroclear France Account Holder (as defined thereafter).

In accordance with Condition 1 of the Terms and Conditions, « Euroclear France Account Holder » shall mean any authorised financial intermediary institution entitled directly or indirectly to hold accounts on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Banking, société anonyme and Euroclear S.A. / N.V..

General

Noteholders should pay particular attention to the requirements in respect of a quorum for the Noteholders’ Meeting and an adjourned Noteholders’ Meeting (if applicable), which are described below. In light of such requirements, Noteholders are strongly urged either to attend the Noteholders’ Meeting in person or to take the steps referred to below as soon as possible in order to attend the Noteholders’ Meeting by correspondence or to be represented by proxy at the Noteholders’ Meeting.

8 Quorum and Adjournment

As set out in Condition 12(e), the Noteholders’ Meeting may deliberate validly on first convocation only if Noteholders present or represented hold at least a fifth of the Notes then outstanding. On second convocation, no quorum shall be required. Decisions at meetings shall be taken by the required majority of votes cast by the Noteholders attending such meeting or represented thereat. Notice of any adjourned meeting for lack of quorum shall be given in the same manner as notice of the original Noteholders’ Meeting.

Voting Procedures

The relevant provisions governing the convening and holding of the Noteholders’ Meeting are set out in Condition 12(d).

Each Noteholder or Proxy (as defined below) is entitled to one vote for each Note of €50,000 principal amount held or represented by him/it, it being understood that any Noteholder entitled to more than one vote shall not be required to cast all of such votes in the same manner.

Each Noteholder has the right to participate in the Noteholders’ Meeting in person, by proxy or by correspondence.

1. A Noteholder may, by executing an instrument in writing, appoint any person (a “Proxy”) to act on his or its behalf in connection with the Noteholders’ Meeting in relation to the Notes, provided, however, that, in accordance with article L. 228-62 and L. 228-63 of the French Code of commerce, a Noteholder shall be prohibited from appointing as Proxy certain persons, including, without limitation, the directors, auditors and employees of the Company. A Proxy shall so long as his/its appointment remains in full force be deemed, for all purposes in connection with the Noteholders’ Meeting (or any adjourned such meeting), to be the Noteholder to which such appointment relates, and the Noteholder shall be deemed for such purposes not to be the holder.

2. If a Noteholder wishes to vote on the Resolutions and the Notes he/it owns are held by a custodian such as a broker, dealer, commercial bank, trust issuer or other nominee, such Noteholder should contact such custodian and instruct it to vote in respect of his/its Notes on his/its behalf pursuant to the procedures of that custodian.

3. If a Noteholder wishes to vote on the Resolutions and does not want to attend the Noteholders’ Meeting in person or appoint a Proxy to do so on its behalf in accordance with (1) above, such Noteholder may vote by correspondence. Noteholders' attention is called to the fact that, in accordance with articles R. 228-68 and R. 225-77 of the French Code of commerce, the Company is no longer obliged to take into account mail voting forms that are received less than three calendar days prior to the Noteholders’ Meeting, i.e., no later than Thursday, March 10, 2011.

Information request, proxy and mail voting forms are attached hereto. These forms as well as attendance cards are available on request from the Centralization Agent (contact details below).

9 Voting requirements

In accordance with article R. 228-71 of the French Code of commerce, the right of each Noteholder to participate in the Noteholders’ Meeting will be evidenced by the entries in the books of the relevant Euroclear France Account Holder of the name of such Noteholder as of 0:00, Paris time, on the third business day in Paris preceding the date set for the Noteholders’ Meeting, i.e., Wednesday, March 9, 2011.

To evidence their right, the Noteholders will be required to deliver a book entry statement given by an Euroclear France Account Holder dated no later than such date.

The mail voting form (or, as the case may be, the proxy), together with the book entry statement, shall be received by BNP Paribas Securities Services, CTS – Assemblées, attention to M. Pierre CARLIN, les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin, France tel : +33.1.42.98.60.83, Fax : +33.1.40.14.58.90) no later than Thursday March 10, 2011.

In accordance with article R. 228-71 of the French Code of commerce, a Noteholder having submitted a completed mail voting or proxy form will not be prohibited from assigning all or part of his/its Notes, provided, however, that if such assignment takes place before 0:00, Paris time, on the third business day in Paris preceding the date set for the Noteholders’ Meeting, the Company will invalidate or modify accordingly such mail voting or proxy form prior to the Noteholders’Meeting.

Expenses

In accordance with Condition 12(g), the Company will pay the expenses relating to the calling and holding of the Noteholders’ Meeting, it being expressly stipulated that no expenses may be imputed against interest payable on the Notes.

Attachments

 Report of the Board of Directors of the Company on the proposed Resolutions  Information request form  Proxy form  Mail voting form

10 A Société anonyme having a share capital of €1,562,878,850.50

with its registered office at 75, quai d’Orsay 75007 Paris, France 552 096 281 R.C.S. Paris

REPORT OF THE BOARD OF DIRECTORS TO THE GENERAL MEETING

of the holders of

€400,000,000 4.375 per cent. Notes due June 2015 ISIN Code: FR0010765354 – Common Code: 043175220 (the “Notes”)

Issued by L’Air Liquide S.A.

regarding the partial asset contribution to AIR LIQUIDE FRANCE INDUSTRIE AIR LIQUIDE ADVANCED TECHNOLOGIES CRYOPAL AIR LIQUIDE ENGINEERING AIR LIQUIDE SERVICES

Dear Noteholders,

Pursuant to the provisions of Article L. 236-18 of the French Commercial Code, we have called you for a general meeting in order to submit to your approval five proposed partial asset contributions.

The contributions take place within the framework of a project which aims at implementing, through some of the group’s leading subsidiaries in the main geographies in which the group operates, including in France, an operational governance system which is homogenous in terms of type of businesses, more specifically in order to allow for the implementation of strategic goals and action plans, to manage risks and to gain geographic proximity. Within this context, the operational business activities currently conducted by Air Liquide S.A. (the “Company”) shall be regrouped by type of business activity in such dedicated entities.

1. Procedure Pursuant to the provisions of Article L. 236-18 of the French Commercial Code, the partial asset contributions will be submitted for your approval, upon a first call to a meeting, on March 14, 2011. In the absence of a quorum upon the first call, your meeting will meet upon a second call to a meeting to deliberate on the same agenda. If your meeting does not approve the partial asset contributions or cannot legally deliberate, the Company’s Board of Directors has the possibility of overriding, pursuant to Article L. 228-73 of the French Commercial Code, and this decision will be published pursuant to the applicable legal and regulatory conditions.

A voting premium will be paid only to the holders of Notes who will have duly voted (in person, by proxy or by correspondence) at the meeting held upon first convocation and provided that the quorum is reached, or only to the holders of Notes who will have duly voted at the meeting held upon second convocation, if such a meeting is held. This voting premium shall amount to 0.10% of the outstanding principal amount of each Note held by them and with respect of which a vote will have been duly taken into account.

2. Purpose of the contributions In connection with this project, the Company would initially contribute (i) its various operational business lines (mainly industrial gases, Advanced Technologies/Engineering and Construction), by way of partial asset contributions (apports partiels d’actifs), to the existing dedicated subsidiaries in which it has a 99.99% shareholding, then (ii) the shares that it holds or will hold in a number of its subsidiaries to AIR LIQUIDE INTERNATIONAL (“ALI”), in which it also has a 99.99% shareholding, by way of simple contribution in kind (apport en nature pur et simple).

1. The proposed partial asset contributions relates to the following business lines:

- Contribution to the subsidiary AIR LIQUIDE FRANCE INDUSTRIE (“ALFI”) of the gas supply and marketing business line (the “ALFI Contribution”);

- Contribution to the subsidiary AIR LIQUIDE ADVANCED TECHNOLOGIES (“ALAT”) of the “ATD” division (Advanced Technologies Division - Division des Techniques Avancées) in charge of designing and manufacturing equipment in the space, aeronautics and cryogenics fields (the “ALAT Contribution”);

- Contribution to the subsidiary CRYOPAL of the “CMD” division (Cryogenics Material Division - Division Matériel Cryogénique) in charge of manufacturing and marketing cryogenic receptacles (the “CRYOPAL Contribution”);

- Contribution to the subsidiary AIR LIQUIDE ENGINEERING (“ALE”) of the “ETC” (Expert Technology Centre - Centre Technologique d’Expertise) in charge of technological expertise activities conducted at the Blanc-Mesnil site (the “ALE Contribution”); and

- Contribution to the subsidiary AIR LIQUIDE SERVICES (“ALS”) of the ISIS department (Information Systems for Industrial Solutions) in charge of the development, installation and operation of industrial information systems (the “ALS Contribution”).

2. With respect to the subsequent simple contribution, the Company would contribute to ALI, all of the shares it holds or will hold following the above-mentioned contributions in its subsidiaries AIR LIQUIDE CRYOGENIC SERVICES, AIR LIQUIDE ELECTRONICS MATERIALS, ALE, AIR LIQUIDE ELECTRONICS SYSTEMS, ALAT, CRYOPAL and CRYOLOR (including, in the cases of ALAT, CRYOPAL and ALE, the shares issued in consideration of the above-mentioned business line contributions).

3. Estimated planning schedule of the partial asset contributions -February14,2011: Meeting of the Board of Directors of the Company and of each company benefiting from the contributions deciding on the terms of the proposed contributions. - February 18, 2011: Filing with the Clerk of the Commercial Court of the location of the registered office of each company of the proposed contribution agreements related to the Business Line Contributions.

- March 14, 2011: General meetings of the holders of the notes issued under the Company’s EMTN program voting on the contributions.

- May 4, 2011: Extraordinary general meeting of the Company’s shareholders voting inter alia on the contributions.

- May 6, 2011: Extraordinary general meetings of the shareholders of ALFI, ALAT, CRYOPAL, ALE and ALS voting inter alia on the contributions.

4. Presentation of the common characteristics of all the partial asset contributions subject to resolutions 1 to 5 The characteristics common to the proposed partial asset contributions are as follows:

(a) each contribution shall be governed by the legal regime applicable to spin-offs as provided under articles L. 236-16 to L. 236-21 of the Commercial Code implying a universal transfer of the assets and liabilities of the business line contributed;

(b) each contribution would cover all of the assets and liabilities of the business line contributed, excluding, in the case of certain contributions, industrial and intellectual property rights relating to operation of the business line contributed;

(c) in accordance with the option available under article L. 236-4 of the Commercial Code, each contribution would have retroactive effect for accounting and tax purposes as of January 1, 2011, such that the transactions relating to items transferred by way of contribution and performed by the Company on or after January 1, 2011 and up to the completion date of the contribution, shall be deemed by operation of law to have been performed by the beneficiary company which shall be solely liable for the positive or negative financial results of operation of the assets and rights transferred;

(d) in respect of each contribution, the Beneficiary shall not be jointly and severally liable with the Company for liability items not included in the contributed business line and, furthermore, the Company shall not be jointly and severally liable with the Beneficiary for liability items included in the contributed business line (it is provided so far as may be necessary, that any joint and several liability is excluded as between beneficiaries amongst themselves in respect of the partial asset contributions);

(e) in accordance with the provisions of CRC Regulation n°2004-01 of May 4, 2004, each contribution shall be made on the basis of the net book value of the assets and liabilities contributed as appearing in the Company’s financial statements for the financial year ending December 31, 2010;

(f) the accounts used as the basis of the terms and conditions of each of the contributions shall be the financial statements for the financial year ending December 31, 2010 of the Company and each of the beneficiary companies, as approved by their Board of Directors on February 14, 2011 and certified without qualification by their respective auditors;

(g) for the purposes of calculating the consideration for each contribution:

 specific methods have been used to calculate the value of the contributed business line and the value of the shares of the beneficiary company; and  these methods have been chosen depending on the nature of the contributions and the activity of the beneficiary company; they are described in each sub-section setting out the contributions submitted for approval;

(h) the value of each partial asset contribution has been described in a report drafted by the contribution auditor appointed by the President of the Paris Commercial Court;

(i) each of the contributions will be subject to approval by the Extraordinary General Meeting of the Company and the beneficiary and to a consequential increase of the share capital of the Beneficiary Company allocated to the Company as consideration for the contribution.

Each contribution is documented in a partial asset contribution agreement that has been approved by the Board of Directors of the Company and the relevant beneficiary company prior to being signed on February 15, 2011. Each agreement has been filed with the Registrar of the Paris Commercial Court on February 18, 2011 as well as with the Registrar of the Commercial Court of Meaux with respect to the partial asset contribution agreement entered into between the Company and CRYOPAL.

5. Presentation of the particular characteristics of the partial asset contributions subject to resolutions 1 to 5

5.1. ALFI Contribution (resolution 1) The business line to which the ALFI Contribution relates includes (i) the “LIF” department (Large Industry France - Grande Industrie France) involving the supply of industrial gases to large account clients by pipeline of which the “RGD / He” (Rare Gas Department/ Helium - Direction Gaz Rare / Hélium) is a part, (ii) the “IGS” department (Industrial Gas Services - Gaz Industriels Services) involving the supply of industrial gases to industries of all sizes in bulk or in tanks, of which the "Electroontributions take place within the fthe supply of very pure gases and services to electronics clients, and (iii) holdings in the share capital of a number of companies whose business activity is related to the activities referred to in (i) or (ii) above (the “ALFI Business Line”).

The proposed partial asset contribution agreement reveals that the ALFI Business Line has assets of 599,528,765 euros and liabilities to be assumed of 429,549,724 euros, resulting in net assets contributed of 169,979,041 euros, which constitutes the contribution value.

The proposed agreement provides that the contribution of the ALFI Business Line, which is therefore valued at 169,979,041 euros, shall be remunerated by ALFI creating 1,917,201 new shares to be issued entirely allocated to the Company, each with a par value of 30 euros, all fully paid-up. The difference between the contribution value (169,979,041 euros) and the par value of the shares which shall be issued by the aforementioned capital increase (57,516,030 euros) shall constitute a contribution premium of 112,463,011 euros.

It is proposed that you approve all provisions of the ALFI contribution agreement and the ALFI Contribution.

5.2. ALAT Contribution (resolution 2) The business line to which the ALAT Contribution relates is the “ATD” division (Advanced Technologies Division - Division des Techniques Avancées) responsible for research and development activities relating to (i) cryogenics and gas engineering projects for scientific research, electronics, pharmaceutical chemistry, involving extreme operating parameters (very low temperatures and high purety levels), (ii) cryogenics and gas engineering programmes involving environments outside the traditional industrial norm (space, aeronautics, marine) and (iii) gas engineering projects relating to decentralised energy and environmental systems (the “ALAT Business Line”). The proposed partial asset contribution agreement reveals that the ALAT Business Line has assets of 49,369,034 euros and liabilities assumed of 42,974,047 euros, resulting in net assets contributed of 6,394,987 euros, which constitutes the contribution value.

The proposed agreement provides that the contribution of the ALAT Business Line, which is therefore valued at 6,394,987 euros, shall be remunerated by ALAT creating 777,979 new shares to be issued entirely allocated to the Company, each with a par value of 5 euros, all fully paid-up. The difference between the contribution value (6,394,987 euros) and the par value of the shares which shall be issued by the aforementioned capital increase (3,889,895 euros) shall constitute a contribution premium of 2,505,092 euros.

It is proposed that you approve all provisions of the ALAT contribution agreement and the ALAT Contribution.

5.3. CRYOPAL Contribution (resolution 3) The business line to which the CRYOPAL Contribution relates is the “CMD” division (Cryogenics Material Division- Division Matériel Cryogénique) responsible for the development, design, manufacture and marketing of cryogenic receptacles used for storage and transportation of cryogenic liquids, cryoconservation and the transportation of biological samples (the “CRYOPAL Business Line”).

The proposed partial asset contribution agreement reveals that the CRYOPAL Business Line has assets of 12,894,082 euros and liabilities assumed of 7,635,045 euros, resulting in net assets contributed of 5,259,037 euros, which constitutes the contribution value. In addition, a provision for losses incurred during the intervening period due to retroactivity (provision pour perte intercalaire) in an amount of 300,000 euros shall be taken into account for the purposes of assessing the amount of fully paid-up capital on the completion date of the contribution.

The proposed agreement provides that the contribution of the CRYOPAL Business Line, which is therefore valued at 5,259,037 euros, shall be remunerated by CRYOPAL creating 170,063 new shares to be issued entirely allocated to the Company, each with a par value of 6 euros, all fully paid-up. The difference between the contribution value (5,259,037 euros) and the par value of the shares which shall be issued by the aforementioned capital increase (1,020,378 euros) shall constitute a contribution premium of 4,238,659 euros, of which 300,000 euros correspond to the amount of the provision for losses incurred during the intervening period due to retroactivity which shall be recorded in a sub-account of the contribution premium account.

It is proposed that you approve all provisions of the CRYOPAL contribution agreement and the CRYOPAL Contribution.

5.4. ALE Contribution (resolution 4) The business line to which the ALE Contribution relates is the “ETC” (Expert Technology Centre - Centre Technologique d’Expertise) responsible for technological expertise business activities conducted at the Blanc-Mesnil site, for the purpose of resistance testing bottles and the oxygen compatibility of equipment (the “ALE Business Line”).

The proposed partial asset contribution agreement reveals that the ALE Business Line has assets of 1,898,654 euros and liabilities assumed of 80,498 euros, resulting in net assets contributed of 1,818,156 euros, which constitutes the contribution value. In addition, a provision for losses incurred during the intervening period due to retroactivity (provision pour perte intercalaire) in an amount of 200,000 euros shall be taken into account for the purposes of assessing the amount of fully paid-up capital on the completion date of the contribution;

The proposed agreement provides that the contribution of the ALE Business Line, which is therefore valued at 1,818,156 euros, shall be remunerated by ALE creating 4,994 new shares to be issued entirely allocated to the Company, each with a par value of 16 euros, all fully paid-up. The difference between the contribution value (1,818,156 euros) and the par value of the shares which shall be issued by the aforementioned capital increase (79,904 euros) shall constitute a contribution premium of 1,738,252 euros, of which 200,000 euros correspond to the amount of the provision for losses incurred during the intervening period due to retroactivity which shall be recorded in a sub-account of the contribution premium account.

It is proposed that you approve all provisions of the ALE contribution agreement and the ALE Contribution.

5.5. ALS Contribution (resolution 5) The business line to which the ALS Contribution relates is the ISIS department (Information Systems for Industrial Solutions) responsible for development, installation and operation of information systems that are critical for the Air Liquide group's industrial operations in the field of gas production and distribution (the “ALS Business Line”).

The proposed partial asset contribution agreement reveals that the ALS Business Line has assets of 10,254,331 euros and liabilities assumed of 8,214,964 euros, resulting in net assets contributed of 2,039,367 euros, which constitutes the contribution value.

The proposed agreement provides that the contribution of the ALS Business Line, which is therefore valued at 2,039,367 euros, shall be remunerated by ALS creating 380,479 new shares to be issued entirely allocated to the Company, each with a par value of 4 euros, all fully paid-up. The difference between the contribution value (2,039,367 euros) and the par value of the shares which shall be issued by the aforementioned capital increase (1,521,916 euros) shall constitute a contribution premium of 517,451 euros.

It is proposed that you approve all provisions of the ALS contribution agreement and the ALS Contribution.

6. Filing at the Registered Office (resolution 6) It is proposed that you decide, pursuant to Article R. 228-74 paragraph 1 of the French Commercial Code, that the attendance sheet, the powers of the noteholders represented and the minutes of the meeting shall be filed at the Company’s registered office in order to enable all noteholders to exercise the right of disclosure granted to them by law. A société anonyme having a share capital of €1,562,878,850.50

with its registered office at 75, quai d’Orsay, 75007 Paris, France 552 096 281 R.C.S. Paris

REQUEST FOR DOCUMENTS AND INFORMATION

Form to be sent to:

BNP Paribas Securities Services CTS - Assemblées Attention to M. Pierre CARLIN 9, rue du Débarcadère – 93500 Pantin – France

[email protected]

General Meeting of the Holders of Notes issued by L’Air Liquide S.A. on June 3, 2009 at a rate of 4.375% due in 2015 (ISIN Code: FR0010765354)

I, the undersigned

SURNAME:......

NAME: ......

ADDRESS: ......

Kindly request to receive the documents and information stated in Article L. 228-69 et R. 228-76 of the French Code of Commerce, in view of the general meeting of the holders of the notes scheduled for March 14, 2011.

Executed in: ...... on: ......

Signature and title

Sender:

......

...... A société anonyme having a share capital of €1,562,878,850.50

with its registered office at 75, quai d’Orsay, 75007 Paris, France 552 096 281 R.C.S. Paris

PROXY

I, the undersigned1

SURNAME:......

NAME: ......

ADDRESS: ......

Acting as holder of …………… notes of a denomination of €50,000 issued by L’Air Liquide S.A. on June 3, 2009 at the rate of 4.375% due in 2015 (ISIN Code: FR0010765354), hereby designate as proxy, without power of substitution,

M ......

to represent me at the General Meeting of holders of the L’Air Liquide S.A. notes, scheduled for March 14, 20112 at 3 p.m. (Paris time), 75, quai d’Orsay, 75007 Paris, France, to consider the following agenda:

AGENDA

 approval of the proposed ALFI Contribution pursuant to Article L. 236-18 of the French Commercial Code;  approval of the proposed ALAT Contribution pursuant to Article L. 236-18 of the French Commercial Code;  approval of the proposed CRYOPAL Contribution pursuant to Article L. 236-18 of the French Commercial Code;  approval of the proposed ALE Contribution pursuant to Article L. 236-18 of the French Commercial Code;  approval of the proposed ALS Contribution pursuant to Article L. 236-18 of the French Commercial Code;  filing of the attendance sheet, the powers of holders of Notes represented and the minutes. to attend the meeting, to sign the attendance sheets and any other documents, to take part in all proceedings, to vote, and to do any and all other acts necessary. This proxy shall remain valid for any subsequent meeting called to act upon the same agenda in the

1 Signatories should write their full name (in block capital letters) and address in the space provided. If details are printed in the voting form, please check and correct as necessary. Signatories who are not the bondholders (e.g.: legal representative,administrator) should indicate the capacity in which they act. 2 If, for lack of quorum, the meeting is unable to make valid deliberations, another meeting will be reconvened at a later date to be determined in order to deliberate on the same agenda. event that the meeting is adjourned for lack of a quorum or for any other reason.

Please return this proxy to:

BNP Paribas Securities Services Attention to: M. Pierre CARLIN CTS - Assemblées 9, rue du Débarcadère 93500 Pantin France

Tel: + 33.1.42.98.60.83 Facsimile: + 33.1.40.14.58.90

Noteholders are reminded that in accordance with the provisions of Article L.228-62 of the French Code of Commerce, managers, directors, members of the management and supervisory boards, managing directors, auditors or employees of the issuer company or the companies acting as underwriters for all or part of the commitments of said company, and their parents, descendants and spouses, may not be appointed as proxy of the noteholders in general meetings. And, in accordance with the provisions of Article L.228-63 of the French Code of Commerce, persons to whom the exercise of the profession of banker is prohibited or who are deprived of the right to run, administer or manage any type of company, may not be appointed as a proxy.

Noteholders should pay attention to the fact that the proposed resolutions, the report of the Board of Directors to the meeting of noteholders, as well as information and documents request form are included in the convening notice package.

Executed in: ...... on: ......

Signature and title

IMPORTANT NOTICE:

NOTEHOLDERS MUST REQUEST A BOOK ENTRY CERTIFICATE FROM THEIR EUROCLEAR FRANCE ACCOUNT HOLDER. THIS BOOK ENTRY CERTIFICATE MUST BE DATED NO LATER THAN MARCH 9, 2011 AT 0:00, PARIS TIME.

THIS FORM SHALL REMAIN VALID FOR ANY SUBSEQUENT MEETINGS CALLED TO ACT UPON THE SAME AGENDA. IT IS STATED THAT IN CASE OF SECOND CONVOCATION, THE NOTEHOLDERS WILL BE REQUIRED TO OBTAIN A NEW BOOK ENTRY CERTIFICATE FROM THEIR EUROCLEAR FRANCE ACCOUNT HOLDER. A société anonyme having a share capital of €1,562,878,850.50

with its registered office at 75, quai d’Orsay, 75007 Paris, France 552 096 281 R.C.S. Paris

MAIL VOTING FORM

I, the undersigned3

SURNAME:......

NAME: ......

ADDRESS: ......

holder of ...... notes of a denomination of €50,000 issued by L’Air Liquide S.A. on June 3, 2009 at a rate of 4.375% due in 2015 (ISIN Code: FR0010765354), having taken formal note of the resolutions proposed for the vote of the holders of the notes, convened by the Board of Directors of L’Air Liquide S.A. to a general meeting on March 14, 20114 at 3 p.m. (Paris time), at 75, quai d’Orsay, 75007 Paris, France, attached hereby, and pursuant to article L.228-61 of the French Code of Commerce, cast my votes on the resolutions as follows:

(Please fill in the box of your choice)

RESOLUTION 1

FOR:   AGAINST:   ABSTAIN:    RESOLUTION 2

FOR:   AGAINST:   ABSTAIN:   RESOLUTION 3

FOR:   AGAINST:   ABSTAIN:   

3 Surname, first name and address (please fill in clearly) 4 If, for lack of quorum, the meeting is unable to make valid deliberations, another meeting will be reconvened at a later date to be determined in order to deliberate on the same agenda. RESOLUTION 4

FOR:   AGAINST:   ABSTAIN: 

RESOLUTION 5

FOR:   AGAINST:   ABSTAIN:    RESOLUTION 6

FOR:   AGAINST:   ABSTAIN:  

Executed in: ...... on: ......

Signature and title

IMPORTANT NOTICE : ANY BALLOT THAT DOES NOT HAVE A VOTING DIRECTION OR INDICATING ABSTENTION WITH REGARDS TO A RESOLUTION WILL BE COUNTED AS A VOTE AGAINST THIS RESOLUTION.

ANY BALLOT WITH TWO CONTRADICTORY VOTES FOR THE SAME RESOLUTION WILL BE COUNTED AS A VOTE AGAINST THIS RESOLUTION.

THIS FORM SHALL REMAIN VALID FOR ANY SUBSEQUENT MEETINGS CALLED TO ACT UPON THE SAME AGENDA.

HOLDERS OF BEARER NOTES, MUST REQUEST A BOOK ENTRY CERTIFICATE FROM THEIR EUROCLEAR FRANCE ACCOUNT HOLDER. THIS BOOK ENTRY CERTIFICATE MUST BE DATED NO LATER THAN MARCH 9, 2011 AT 0:00, PARIS TIME.

IT IS STATED THAT IN CASE OF SECOND CONVOCATION, THE NOTEHOLDERS WILL BE REQUIRED TO OBTAIN A NEW BOOK ENTRY CERTIFICATE FROM THEIR EUROCLEAR FRANCE ACCOUNT HOLDER.

MAIL VOTES WILL ONLY BE TAKEN INTO ACCOUNT IF THIS FORM IS RECEIVED BY BNP PARIBAS SECURITIES SERVICES (DETAILS BELOW) BEFORE MARCH 10, 2011.

THE VOTING FORM RECEIVED BY BNP PARIBAS SECURITIES SERVICES MUST CONTAIN THE FOLLOWING DETAILS:

 SURNAME, FIRST NAME, AND ADDRESS OF THE NOTEHOLDERS;

 A NOTE STATING THE RESPECT OF THE FORMALITIES PROVIDED BY ARTICLE R. 225-86 OF THE FRENCH CODE OF COMMERCE, NAMELY THE DELIVERY OF THE NOTES BOOK ENTRY CERTIFICATE;

 THE SIGNATURE OF THE HOLDER OF THE NOTES OR ITS LEGAL OR JUDICIAL REPRESENTATIVE.

A NOTEHOLDER CANNOT SEND BNP PARIBAS SECURITIES SERVICES BOTH A PROXY AND THIS FORM. HOWEVER, IF BOTH DOCUMENTS ARE SENT, ONLY THE PROXY WILL BE TAKEN INTO ACCOUNT, SUBJECT TO THE VOTES EXPRESSED IN THE VOTING FORM.

THE PROPOSED RESOLUTIONS, THE REPORT OF THE BOARD OF DIRECTORS TO THE MEETING OF NOTEHOLDERS, AS WELL AS INFORMATION AND DOCUMENTS REQUEST FORM ARE INCLUDED IN THE CONVENING NOTICE PACKAGE.

DETAILS - BNP PARIBAS SECURITIES SERVICES CTS – Assemblées Attention to: M. Pierre CARLIN Les Grands Moulins de Pantin 9, rue du Débarcadère 93500 Pantin France

Tel: +33.1.42.98.60.83 Facsimile: +33.1.40.14.58.90 The Paying Agent and the Centralization Agent do not express any view or make any recommendations as to the merits of the Resolutions or any view on whether a Noteholder would be acting in his/its best interests in voting for or against the Resolutions, but the Paying Agent and the Centralization Agent have authorized it to be stated that they have no objection to the Resolutions being put to Noteholders for their consideration. The Paying Agent and the Centralization Agent have not been involved in formulating or negotiating the Resolutions and do not make any representation that all relevant information has been disclosed to the Noteholders in or pursuant to this notice. The Paying Agent and the Centralization Agent do not make any representation, warranty or undertaking, express or implied, and no responsibility or liability is accepted by the Paying Agent and the Centralization Agent as to the accuracy or completeness of the information disclosed in connection with the Noteholders’ Meeting. The Paying Agent and the Centralization Agent shall not be liable for any financial loss or any decision taken on the basis of the information disclosed in connection with the Noteholders’ Meeting. Accordingly, the Paying Agent and the Centralization Agent recommend that Noteholders who are unsure of the impact of the Resolutions should seek their own independent financial, accounting, legal and tax advice.

For further information on this notice of meeting, please contact:

L’AIRLIQUIDES.A. 75, quai d’Orsay, 75007 Paris - France Phone: +33.1.40.62.57.75 Attn: Nicolas Droin

PAYING AGENT BNP Paribas Securities Services Les Grands Moulins de Pantin 9, rue du Débarcadère 93500 PANTIN – FRANCE

CENTRALIZATION AGENT BNP Paribas Securities Services CTS - Assemblées Attention to Pierre CARLIN Les Grands Moulins de Pantin 9 rue du Débarcadère 93500 PANTIN – FRANCE Questions regarding the Noteholders' Meeting: Phone:+33.1.42.98.60.83 / +33.1.57.43.83.54 Facsimile: +33.1.40.14.58.90

Société Générale, acting as consultation coordinator (the “Consultation Coordinator”) does not express any view or make any recommendations as to the merits of the Resolutions or any view on whether a Noteholder would be acting in his/its best interests in voting for or against the Resolutions, but the Consultation Coordinator has authorized it to be stated that it has no objection to the Resolutions being put to Noteholders for their consideration. The Consultation Coordinator has not been involved in formulating or negotiating the Resolutions and does not make any representation that all relevant information has been disclosed to the Noteholders in or pursuant to this notice. The Consultation Coordinator does not make any representation, warranty or undertaking, express or implied, and no responsibility or liability is accepted by the Consultation Coordinator as to the accuracy or completeness of the information disclosed in connection with the Noteholders’ Meeting. The Consultation Coordinator shall not be liable for any financial loss or any decision taken on the basis of the information disclosed in connection with the Noteholders’ Meeting. Accordingly the Consultation Coordinator recommends that Noteholders who are unsure of the impact of the Resolutions should seek their own independent financial, accounting, legal and tax advice.

For further information on this notice of meeting, in addition to the Company, the Paying Agent and the Centralization Agent, you may contact:

CONSULTATION COORDINATOR

SOCIÉTÉ GÉNÉRALE Tour Société Générale 17, cours Valmy 92987 Paris La Défense Cedex France Phone : +33.1.58.98.45.81 Email: [email protected]