Invitation to Shareholders’ Meeting

Combined Shareholders’ Meeting As registered Shareholders*, of May 7, 2019 at 3:00 p.m., at le Palais des Congrès opt for the electronic 2, place de la Porte Maillot invitation 75017 Paris, France

FOR THE  SHAREHOLDERS’ MEETING

To opt for the electronic invitation, access your personal online Account at www.airliquide.com, Shareholders section, using your email and your access code.

*Direct or intermediary registered shareholders.

WRITE TO US CONTACT US directly on our site: Air Liquide https://contact.shareholders.airliquide.com Shareholder Services 75, quai d’Orsay or from the Shareholders section TSA 70737 of our website 75329 Paris Cedex 07 www.airliquide.com 0800 166 179 Calls are free from a French landline or + 33 (0)1 57 05 02 26 from outside France

Air Liquide - Company established for the study and application of processes developed by Georges Claude with issued capital of 2,361,913,658.50 euros.

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ALRA018_couv_AC-CR_BAT3.indd 3-4 06/03/2019 19:09 CONTENT

CHAIRMAN’S MESSAGE 3

HIGHLIGHTS AND PERFORMANCE OF THE GROUP IN 2018 4

VOTE OR PARTICIPATE IN YOUR SHAREHOLDERS’ MEETING 9 Using the paper form 9 By Internet 10 Additional information 11

PROPOSED RESOLUTIONS AND PURPOSE 12

BOARD OF DIRECTORS 24 Members of the Board (Informations as of December 31, 2018) 24

REMUNERATION OF THE EXECUTIVE OFFICERS 30

DIGITAL VERSION OF THE ANNUAL GENERAL MEETING Follow the live or deferred transmission of this event via Internet

Read more about the Annual General Meeting on www.airliquide.com by scanning the hereby QR code.

2 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 CHAIRMAN’S MESSAGE

PLEASE JOIN US ON MAY 7, 2019

With your vote, together we build Air Liquide’s future.

Dear Shareholders, Air Liquide’s Combined Shareholders’ Meeting will be held on Tuesday, May 7, 2019, at 3:00 p.m. at the Palais des Congrès in Paris, France. The Annual Shareholders’ Meeting is a special occasion to learn more about your Company and exchange with us. It is an opportunity for you to play an active role, through your vote, in making major decisions for your Group, regardless of the number of shares you own. It is also a moment of sharing with not only the technical experts of the Group, through the exhibition organized at your attention, but also with the advisors of the Shareholder services. I sincerely hope you will be able to participate in this Meeting, through whichever option that will suit you best. Several options exist. In this document, you will more specifically 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 for your attention to this document and for your participation to this key democratical shareholders event. Yours sincerely,

Benoît Potier Chairman and CEO

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 3 HIGHLIGHTS AND PERFORMANCE OF THE GROUP IN 2018

Present in More than 80 410,000 countries individual ~ 66,000 shareholders holding employees 32% of the capital

A GLOBAL PRESENCE

2018 GROUP REVENUE BY ACTIVITY

96% Gas & Services

27% Large Industries 44% Industrial Merchant 27% of revenue for Gas & Services for Industry(a) 17% ealthcare realized in developing economies 8% Electronics 2% Engineering & Construction million euros 2% Global Markets & Technologies

BY REGION AND BY ACTIVITY, FOR GAS & SERVICES (G&S)

Europe Americas

33% 33%Large Large Industries Industries 1% Large1% IndustriesLarge Industries 30% 30%Industrial Industrial Merchant Merchant 68% Industrial68% Industrial Merchant Merchant 3% 3%ealthcare ealthcare 10% ealthcare10% ealthcare 88 % Electronics 2% Electronics2% Electronics millionmillion euros euros % Electronics millionmillion euros euros

Asia-Pacific Middle-East & Africa

3% Large3% IndustriesLarge Industries 30% Industrial30% Industrial Merchant Merchant 52% 52%Large LargeIndustries Industries 4% ealthcare4% ealthcare 435435 41% 41%Industrial Industrial Merchant Merchant 655655 7% ealthcare7% ealthcare 2% Electronics2% Electronics millionmillion euros euros millionmillion euros euros

(a) Gas & Services for Industry (GSI): Large Industries, Industrial Merchant, Electronics.

4 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Highlights and performance of the group in 2018

2018 results: Improvment in all performance indicators

Strong sales growth in all HIGH SALES GROWTH +6.1%(a) markets and geographies

Y +6.1% Improved G&S +30 bps(b) Operational margin

+60 bps(c) ROCE ramping up

1 Record level of € 3.1 bn 0 investment decisions 1 1 1 1 1 1 1 1 1

Comparable (a sales growth Group Gas & Services (a) Group comparable sales growth. (b) Excluding energy impact. (a) Change excluding the currency, energy and significant scope impacts. (c) Excluding FX impact and positive impact on 2017 net profit of non-cash one-off items.

Dividend Proposal: 2.65 euros (c) 1 free share for 10 (Allotment date set for October 9, 2019)

NET PROFIT DIVIDEND GROWTH (Group share) Dividend (b in per share (c) 0 2.6

€2.1 bn As published 0 20 ears CAGR 1 +8.8%

10 +4.2% 0 0 199 000 00 00 00 00 010 01 01 01 01

Compared to 2017 Recurring * Compound annual growth rate. Net Profit (a)

(a) Excluding non-cash non-recurring items & taxes. (b) Historical data adjusted for attribution of free shares and for a factor 0.974 reflecting the value of the rights of the capital increase completed in October 2016. (c) Subject to approval at the Combined Shareholders’ Meeting scheduled for 7 May 2019.

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 5 Highlights and performance of the group in 2018

Key Figures

2018/2017 2018/2017 2018/2017 published recurring comparable (in millions of euros) FY 2017 FY 2018 change change change (a) Total Revenue 20,349 21,011 +3.3% +6.1% Of which Gas & Services 19,642 20,107 +2.4% +5.2% Operating Income Recurring 3,364 3,449 +2.5% +7.6% Operating Income Recurring (as % of Revenue) 16.5% 16.4% -10 bps Variation excluding energy +10 bps Other Non-Recurring Operating Income and Expenses (344) (162) Net Profit (Group Share) 2,200 2,113 +4.2% (b) +8.7% (c) Adjusted Earnings per Share (in euros) 5.16 4.95 +4.0% (b) Adjusted Net Dividend per Share (in euros) 2.65 2.65 (h) Net Cash Flow from Operating Activities (d) 4,254 4,716 +10.9% Net Capital Expenditure (e) 1,850 2,272 Net Debt 13,371 12,535 Debt-to-Equity ratio 80% 68.8% Return On Capital Employed – ROCE after tax 8.2% 8.0% +30 bps (f) +60 bps (g) (a) Change excluding the currency, energy (natural gas and electricity) and significant scope impacts. (b) Change compared to 2017 recurring net profit, i.e. 2,029 million euros (excluding the exceptional items and the impact of the US tax reform that had no impact on cash flow). (c) Change compared to 2017 recurring net profit and excluding currency. (d) Cash flow after changes in working capital requirements and other items. (e) Including transactions with minority shareholders. (f) Change compared to 2017 recurring ROCE. (g) Change compared to 2017 recurring ROCE and excluding currency. (h) Subject to approval at the Combined Shareholders’ Meeting scheduled for 7 May 2019.

Performance

Group revenue for 2018 stood at 21,011 million euros, up +6.1% (+8.2%), despite a limited contribution from bolt‑on acquisitions. on a comparable basis and above the high end of the NEOS Electronics posted revenue growth of +6.7% over the year. target range. It was supported by high Gas & Services sales Revenue in the Europe zone totaled 7,111 million euros, up growth, +5.2%, increasing sequentially, an improvement in +2.5% over the year. Large Industries sales improved (+1.9%) in Engineering & Construction (+31.5%) and strong growth in Global particular in air gases. Growth was solid in Industrial Merchant Markets & Technologies (+29.6%). The negative currency impact of (+3.2%), with price impacts increasing throughout the year. ‑3.6% in 2018 eased over the year, mainly due to a stronger US dollar Healthcare continued its steady growth (+4.8%), mainly driven against the euro. The energy impact, which was negative during by organic sales growth. the 1st quarter, turned positive as of the 2nd quarter, and reached Revenue in the Asia Pacific zone totaled 4,359 million euros +1.3% over the year. The sale of the Airgas Refrigerants business in 2018, up +8.2%. In Large Industries, higher sales (+3.5%) at the end of 2017 led to a significant scope impact of ‑0.5% in benefitted from the ramp-up of units in the 1st half and from 2018. Published Group revenue was therefore up +3.3% over 2018. start-ups at the end of the year. Industrial Merchant was up Gas & Services revenue reached 20,107 million euros in 2018, up markedly in the zone (+7.0%), especially in China. Electronics +5.2% on a comparable basis. All zones contributed to the growth. revenue posted record growth of +17.1%, with strong gas sales Gas & Services revenue in the Americas totaled 7,982 million and exceptionally high Equipment & Installation sales. euros in 2018. Growth, which continued to improve quarter-on- Revenue in the Middle East and Africa zone amounted to quarter, stood at +5.2% for the year. Large Industries activity 655 million euros, up +15.5% over the year. In Large Industries, level was high (+5.4%) in both air gases and hydrogen. Industrial 2018 sales benefited from the start-up in December 2017 of the Merchant sales posted strong growth (+4.6%) with a high price largest Air Separation Unit in the world in South Africa. Business impact. Healthcare revenue continued to improve markedly momentum remained high in Egypt.

6 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Highlights and performance of the group in 2018

2018 Highlights

� Developments for industry: Signature of new long-term contracts for the construction of hydrogen production units (South Korea, Benelux) and two airgas units (Russia); supply of oxygen for a strategic customer from the Group’s network in the United States; entry into the Kazakhstan market; record year for Electronics with, in particular, nine ultra-pure nitrogen supply investments and excellent reception of the enScribe™ offering; ramp-up of the world’s largest airgas unit (South Africa). � New acquisitions in Healthcare: In the Saudi Arabian home healthcare sector and investment in EOVE, a French startup specializing in connected portable ventilators. � Innovation: Inauguration of the Paris Innovation Campus on the “Plateau de Saclay”, which gathers the Group’s largest R&D center, business experts and a deep-tech startup accelerator in a single place. � The Group announces its Climate objectives with a commitment to low carbon growth and a 30% reduction in its carbon intensity between 2015 and 2025. Signature of a contract to buy 50 megawatts (MW) of renewable electricity from wind farms. � Hydrogen Energy: − Mobility: Announcement of the construction of the first world-scale liquid hydrogen production unit in the United States; − Technological advancement with the inauguration of a pilot electrolyzer in Denmark for the production of carbon-free hydrogen; − New partnership in China and Japan to foster Hydrogen development; − Hydrogen Council: 54 global multinationals are now members of the Council, co-chaired by Benoît Potier. � Development of the biomethane market with the commissioning of 5 new production units (United States, France, United Kingdom) and new investment decisions in Northern Europe and in the United States.

Gas & Services revenue benefited from a strong contribution from The additional Airgas synergies in 2018 amounted to 76 million all business lines. Industrial Merchant growth was solid, +4.5%, US dollars and reached a cumulated 290 million US dollars since supported by high price impacts (+2.5%), which were stronger in the acquisition. The 300 million US dollar target of cumulated the 2nd half (+3.1%) than in the 1st half (+1.9%). Large Industries, synergies is therefore reached in the 1st quarter of 2019, i.e., more +4.7%, benefited in particular from a major start-up in South Africa than a year before initially planned. in December 2017 and sustained demand in oxygen, notably in the For the year, efficiencies amounted to 351 million euros, largely Americas and Asia. Sales growth in Healthcare was strong, +5.7%, above the NEOS company program’s annual target of more despite a limited contribution from bolt-on acquisitions. Electronics than 300 million euros. The strong investment momentum in posted record growth of +9.9%, with a marked increase in Carrier our customers’ main markets led to an increase in investment Gases and Advanced Materials and exceptionally high Equipment opportunities for the Group and in the number of new long-term & Installation sales. contracts signed. In this favorable environment for future growth Engineering & Construction revenue for 2018 totaled 430 million and to ensure reaching the NEOS target of a ROCE in excess of euros, up +31.5% compared with 2017. It benefited from the gradual 10% by 2021-2022, the Group is significantly strengthening its improvement in order intake seen since the beginning of 2017. efficiency program. As of 2019, the annual target for efficiencies Global Markets & Technologies sales were up +29.6% in 2018 at is therefore set at more than 400 million euros. 474 million euros, the biogas activity being the main contributor to this growth.

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 7 Highlights and performance of the group in 2018

The Group’s operating income recurring (OIR) reached portfolio of investment opportunities totaled 2.6 billion euros, as 3,449 million euros in 2018, +6.7% excluding the currency impact. of December 31, 2018, up 500 million euros compared with 2017. The operating margin (OIR to revenue) stood at 16.4% and at 16.6% The return on capital employed after tax (ROCE) stood at 8.0%, a excluding the energy impact, which corresponds to a +10 basis +30 basis point increase compared with the recurring ROCE at the point improvement compared with 2017. Excluding the energy end of 2017 (7.7%). Excluding the currency impact, ROCE improved impact, the operating margin for Gas & Services increased by by +60 basis points. The Group confirmed the NEOS target of +30 basis points compared with 2017. returning to a ROCE of above 10% by 2021-2022. Net profit (Group share) amounted to 2,113 million euros in 2018, Moreover, for many years now, Air Liquide has been committed to a up +4.2% compared with the “recurring” net profit for 2017 which sustained growth, notably to limit its own CO2 emissions as well as excluded exceptional items and the impact of the US tax reform those of its customers. The Group presented on November 30, 2018 that had no impact on cash flow, and up +8.7% when also excluding its Climate objectives, in particular the 30% reduction objective the currency impact. in its carbon intensity (a) between 2015 and 2025, with a global Cash flow from operating activities before changes in working approach that includes its assets, its customers, and ecosystems. capital requirement totaled 4,138 million euros and stood at These objectives are the most ambitious of its sector and are in 19.7% of Group sales. It allowed in particular the financing of net line with its NEOS company program. industrial capital expenditures, which reached 2.2 billion euros, At the next Shareholders’ Meeting of 7 May 2019, the Board of and the decrease of the debt-to-equity ratio, down from 80% at the Directors will propose the payment of a dividend of 2.65 euros per end of 2017 to 68.8% at the end of 2018. Gross industrial capital share, stable compared to previous year. The ex-dividend date has expenditures represented 10.7% of sales. been set for May 20, 2019, with payment set for May 22, 2019. In Industrial and financial investment decisions exceeded addition, the Board of Directors has decided to allot one free share 3.1 billion euros, a +22% increase compared with 2.6 billion euros for every 10 shares held in the second half of 2019. The allotment in 2017. This was a record level excluding major acquisitions. Despite date is set for October 9, 2019. this particularly high level of investment decisions, the 12-month Strategy

Air Liquide is a world leader in gases, technologies and services excellence, selective investments, open innovation and a network for industry and health. Its ambition is economic and societal. The organization implemented by the Group worldwide. Through the Group thus strives to be a leader in its industry, deliver long-term commitment and inventiveness of its people, Air Liquide leverages performance and contribute to sustainability. Its strategy is energy and environment transition, changes in healthcare and customer centric and aims to deliver profitable and responsible digitalization. growth over the long term. To do so, it relies on its operational Outlook

2018 was a particularly strong year, whether we are looking at sales energy impact. As of 2019, the annual efficiency objective is raised growth to 21 billion euros and the rise in net profit to 2.1 billion euros to 400 million euros for the Group, which is 100 million euros more or the efficiencies and synergies achieved as well as the high level than the objective initially announced in the NEOS program. of industrial investment decisions. Cash flow grew and contributed to a significant reduction in the Sales growth is the highest since 2011. All activities are growing, debt ratio, to 69%. The Group’s balance sheet is strong and its ROCE in particular Gas & Services activities, which account for 96% of improved, reaching 8.3% excluding the currency impact, in line with the Group’s revenue, with the last quarter particularly dynamic in the NEOS objective. Electronics and Industrial Merchant. From a geographic perspective, In a context where industrial opportunities remain substantial, the growth was also seen across the board, especially for the Americas Group’s investment decisions reached more than 3 billion euros. and Asia Pacific, particularly China. Investment backlog amounted to 2.2 billion euros, supporting The Airgas synergies are achieved a year ahead of schedule, future growth. confirming that the integration is now successfully completed. In Accordingly, assuming a comparable environment, Air Liquide is addition, operating efficiency objectives were surpassed, contributing confident in its ability to deliver net profit growth in 2019, calculated to the improved operating margin in Gas & Services, excluding the at constant exchange rate.

(a) In kg CO2 equivalent / € Operating income recurring before depreciation and amortization.

8 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 VOTE OR PARTICIPATE IN YOUR SHAREHOLDERS’ MEETING

YOUR VOTE COUNTS… BY INTERNET TOO! Deadlines to remember in order to participate in the Shareholders’ Meeting of Tuesday, May 7, 2019 (a): Only shareholders holding shares at the date below may cast a vote in the Shareholders’ Meeting. Friday, May 3, 2019, at 00:00 (that is Thursday, May 2, 2019 at midnight) 1. Vote by post 2. Vote by Internet Company deadline for receiving documents: or Deadline for voting on the website: Friday, May 3, 2019 at midnight Monday, May 6, 2019 at 3:00 p.m.

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

1. Using the paper form

STEP 1 QUELLE QUE SOIT L’OPTION CHOISIE, DATEZ ET SIGNEZ AU BAS DU FORMULAIRE / WHICHEVER OPTION IS USED, DATE AND SIGN AT THE BOTTOM OF THE FORM Je désire assister à cette Assemblée et demande une carte d’admission : datez et signez au bas du formulaire. / I wish to attend the Shareholders’ Meeting and request an admission card: date and sign at the bottom of the form. J’utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l’une des 3 possibilités offertes.A / I prefer to use the postal voting form or proxy form as specified below.

IMPORTANT : Avant d’exercer votre choix, veuillez prendre connaissance des instructions situées au verso. CADRE RÉSERVÉ À LA SOCIÉTÉ / FOR COMPANY’S USE ONLY POUVOIR AL 2019 / version Air Liquide IMPORTANT: Before selecting, please see instructions on reverse side. A Request an Merci de retourner ce document dans l’enveloppe T jointe. / Please, use the available prepaid envelope to return this form. admission card to ASSEMBLÉE GÉNÉRALE MIXTE convoquée pour le mardi 7 mai 2019 attend the Meeting à 15 heures, au Palais des Congrès, 2 place de la Porte Maillot, 75017 Paris. COMBINED SHAREHOLDERS’ MEETING to convene Tuesday, May 7, 2019

Société Anonyme pour l’Étude et l’Exploitation des Procédés Georges-Claude at 3.00 PM, at the Palais des Congrès, 2 place de la Porte Maillot, 75017 Paris. au capital de 2 361 264 235,00 euros - RCS PARIS 552 096 281 and/or Siège social : 75, quai d’Orsay - 75321 Paris Cedex 07

Vote by post JE VOTE PAR CORRESPONDANCE / I VOTE BY POST (cf. renvoi (2) au verso / see reverse (2)) JE DONNE POUVOIR AU PRÉSIDENT JE DONNE POUVOIR À : B1 B1 DE L’ASSEMBLÉE GÉNÉRALE (cf. renvoi (4) au verso) pour me représenter on the resolutions à l’Assemblée. Je vote OUI à tous les projets de résolutions présentés ou agréés Sur les projets de résolutions non agréés par cochez la case ci-dessus puis par le Conseil d’Administration ou le Directoire ou la Gérance, à le Conseil d’Administration ou le Directoire datez et signez au bas du formulaire I HEREBY APPOINT: l’EXCEPTION de ceux que je signale en noircissant comme ceci la ou la Gérance, je vote en noircissant comme cf. renvoi (3) au verso (see reverse (4)) to represent me at the case correspondante et pour lesquels je vote NON ou je m’abstiens. ceci la case correspondant à mon choix. above mentioned Meeting. I vote YES in favour of all the draft resolutions approved by On the draft resolutions not approved or M., Mme ou Melle, RaisonB3 Sociale the Board of Directors EXCEPT those indicated by a shaded by the Board of Directors, I cast my vote I HEREBY GIVE MYB2 PROXY TO box like this , for which I vote NO or I abstain. by shading the box of my choice like this . THE CHAIRMAN OF THE MEETING Mr, Mrs or Miss, Corporate Name tick the box above, date and sign Give your proxy Oui/Yes Non/No Oui/Yes Non/No Adresse B2 1 2 3 4 5 6 7 8 9 Abst/Abs Abst/Abs at the bottom of the form Address to the Chairman see reverse (3)

of the Meeting 10 11 12 13 14 15 16 17 18

Attention : s’il s’agit de titres au porteur, les précédentes instructions ne seront valides que si elles sont directement retournées à votre banque. 19 20 21 22 23 24 25 26 27 Caution: if it is about bearer securities, the present instruction will be valid only if they are directly returned to your bank. or Nom, prénom, adresse de l’actionnaire (les modifications de ces informations doivent être adressées à l’établissement concerné et ne peuvent être effectuées à l’aide de ce formulaire). Cf. renvoi (1) au verso. Surname, first name, address of the shareholder (changes regarding this information have to be notified to relevant institution, no change can be made using this proxy form). See reverse (1). 28 29 30 31 32 33 34 35 36 B3 Appoint a person of your choice 37 38 39 40 41 42 43 44 45 by indicating the

name and address Si des amendements ou des résolutions nouvelles étaient présentés en Assemblée. / In case amendments or new resolutions are proposed during the Meeting.

• Je donne pouvoir au Président de l’Assemblée Générale de voter en monSPECIMEN nom / I appoint the Chairman of the Meeting to vote on my behalf

• Je m’abstiens (l’abstention équivaut à un vote contre) / I abstain from voting (is equivalent to a vote NO)

• Je donne procuration (cf. renvoi (4) au verso) à M., Mme ou Melle, Raison Sociale ...... pour voter en mon nom I appoint (see reverse (4)) Mr, Mrs or Miss, Corporate Name ...... to vote on my behalf Veuillez plier ici / Please fold here Veuillez DATE / SIGNATURE STEP 2 Pour être prise en considération, tout formulaire doit parvenir au plus tard à la Société le : 3 mai 2019 DATE AND SIGN In order to be considered, this completed form must be DATE AND SIGN returned at the latest to the Company: May 3, 2019 here, whatever your choice

STEP 3

RETURN � If you hold (direct or intermediary) REGISTERED shares, please return the form directly to Air Liquide. YOUR FORM � If you hold shares in BEARER FORM, please return the form to your share account manager, who will then transmit to in the prepaid Air Liquide. envelope Forms received after midnight on Friday, May 3, 2019 (b) will not be considered in the voting of the Shareholders’ Meeting.

(a) Pursuant to articles R. 225-77 and R. 225-85 of the French Commercial Code. (b) Shareholders acting as proxy for other shareholders and holding forms confirming their duties must also send these forms to Air Liquide by midnight on Friday, May 3, 2019 at the latest, in order to be taken into account, it being specified that electronic proxies must reach the Company by 3:00 p.m. on Monday, May 6, 2019.

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 9 vote or participate in your shareholders’ meeting vote or participate in your shareholders’ meeting

2. By Internet

Air Liquide offers you the possibility of voting by Internet, before the Shareholders’ Meeting, using the Votaccess (a) platform that will be open from March 26, 2019 to May 6, 2019 at 3:00 p.m., Paris time. This platform offers the same possibilities as the paper form. You can therefore: • request an admission card; • vote on the resolutions; • give proxy to the Chairman of the Meeting; • give proxy to the person of your choice; • revoke a proxy and appoint a new representative.

If you would like to attend the Shareholders’ Meeting but have already voted or given a proxy, you may request an admission voucher (see Step 2).

In order to avoid potential congestion of the Votaccess platform, shareholders are recommended not to wait until the eve of the Shareholders’ Meeting to input their instructions.

STEP 1 LOG IN You are a bearer shareholder

You are a registered shareholder Log in to the Internet portal of the institution responsible for managing your share account using your usual access codes. 1 Log in to the Company’s website, www.airliquide.com, under Click on the icon that will appear on the line corresponding to the Shareholders section, Annual General Meeting, then click on your Air Liquide shares and follow the the onscreen instructions. “Vote by Internet”. Only bearer shareholders whose account manager is affiliated with the Votaccess system and who offers this service for the Air Liquide 2 Log in to access your Personal online account. Shareholders’ Meeting can access the online voting platform. If you have already accessed your Personal online account using Access to the Votaccess platform via the Internet portal of the your log-in email address, on the “Access your Account” page enter shareholder’s account manager may be subject to specific conditions this email address followed by the password that you have specified. of use defined by this institution. If you have never accessed your Personal online account using Consequently, bearer shareholders interested in this service are your log-in email on the “Access your Account” page, enter the invited to contact their account manager in order to familiarize email that you would like to register, click “Next” and complete themselves with these conditions. the requested information.

3 Once you have reached your personalized homepage, click on “I vote or I request an admission card” button. CONTACT US Directly through the website By clicking on “More information” you can access useful documentation for voting. http://www.airliquide.com/shareholders/contact-us

STEP 2 SELECT YOUR VOTING INSTRUCTIONS Once logged in to the Votaccess platform, you can select your If you would like to attend the Shareholders’ Meeting, but have preferred method of participation by following the onscreen already voted or given a proxy, you may request an admission instructions. voucher by clicking on “Answer further questions” followed by There are four possible options: “I have already voted and would like to request an admission voucher to the Shareholders’ Meeting and receive my attendance give proxy to the Chairman; fee”. vote on the resolutions; request an attendance card; Note: A shareholder who has already, by any means, voted give proxy to a mentioned person. by correspondence, filed a proxy form or requested an admission card or an attendance certificate to physically vote at the Shareholders’ Meeting may not choose an alternative means of voting.

(a) Votaccess is a trademark registered by SLIB.

10 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 vote or participate in your shareholders’ meeting vote or participate in your shareholders’ meeting

Additional information

YOU WISH TO GRANT YOUR PROXY TO ANOTHER PERSON YOU WISH TO SUBMIT A WRITTEN QUESTION You may revoke a proxy granted to your representative and name BEFORE THE MEETING another person of your choice after your initial selection. IMPORTANT: Shareholders acting as proxy for other shareholders Questions must be sent by registered mail with and holding forms confirming their duties must also send these acknowledgement of receipt to the Chairman forms to Air Liquide by midnight, Paris time, on Friday, May 3, 2019 at the Air Liquide head office, Air Liquide, Direction du at the latest, in order to be taken into account, it being specified Service actionnaires, 75, quai d’Orsay, 75007 Paris, that electronic proxies must reach the Company by 3:00 p.m., or by e-mail at: [email protected]. Paris time, on Monday, May 6, 2019. If you hold shares in bearer form, you must enclose Should this be the case, refer to the practical procedures for revoking proof of share ownership with your question. a proxy described in the Preliminary Meeting Notice published in the Questions must be sent to Air Liquide by midnight legal gazette (BALO – Bulletin des annonces légales obligatoires) on Tuesday, April 30, 2019, at the latest. Responses on February 18, 2019 and available on www.airliquide.com, in the to written questions may be published directly on Shareholders section , in Annual General Meeting page. www.‌airliquide.com, in the Shareholders section N. B.: Financial service providers, eligible to act as intermediaries on behalf of shareholders who are not resident in France and benefiting from a general authorization to manage shares, may SHAREHOLDERS’ MEETING transfer or issue shareholders’ votes under their own name. Under ON THE INTERNET article L. 228‑3-2 of the French Commercial Code, they must reveal the identity of the final shareholder to the issuer. The entire Shareholders’ Meeting will be webcast live and available via playback, in French and in English, on the Company’s Internet SALE OF YOUR SHARES site: www.airliquide.com. Annual General Meeting will be broadcast in sign language. You may sell all or part of your shares even if you have cast a vote or For more detailed information on the Shareholders’ Meeting voting requested an admission card. In this case, for bearer shareholders, and attendance procedures, you may refer to the Preliminary Meeting the institution responsible for managing your share account should Notice published in the legal gazette (BALO) on February 18, 2019 inform Air Liquide so that the number of shares you hold on 00:00, and available on www.airliquide.com, in the Shareholders section. Paris time, Friday, May 3, 2019 may be known.

CERTIFICATE OF ATTENDANCE TO OBTAIN THE PAPER VERSION OF THE ADDITIONAL DOCUMENTATION If you hold bearer shares and have not received your admission card 2018 Reference (Reference Document and Annual Report), as of Friday, May 3, 2019, you must request an individual certificate Document Including the annual of attendance from the institution responsible for managing your Financial Report return the application form enclosed with share account, in order to attend the Shareholders’ Meeting. your voting form or click on “Answer further questions” in the Internet voting website. ATTENDANCE FEES A 20 euros attendance fee per person will be paid to all shareholders present at the Shareholders’ Meeting, regardless of the number of admission cards they hold or the number of shareholders they represent.

IF YOU ATTEND IN THE SHAREHOLDERS’ MEETING Please bring your identity card. Voting desks will be closed at 4.00 p.m., Paris time, on May 7, 2019, day of the Shareholders’ Meeting. In order to avoid the rush hour, we recommend you to arrive early. You will have the opportunity to share with the technical experts of the Group and the advisors of the Shareholder services.

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 11 PROPOSED RESOLUTIONS AND PURPOSE

Agenda

ORDINARY SHAREHOLDERS’ MEETING: entitlement, immediately and/or in the future, to the Company’s share capital, with retention of preferential subscription rights

� Board of Directors’ reports. for a maximum amount of 470 million euros.

� Statutory Auditors’ reports. � Authorization granted to the Board of Directors for a period of � Approval of the Company financial statements for the year 26 months to increase the issuance amount of equity securities ended December 31, 2018. or marketable securities in the event of oversubscription. � Approval of the consolidated financial statements for the year � Authorization granted to the Board of Directors for a period ended December 31, 2018. of 38 months to grant to employees and Executive Officers of � Appropriation of 2018 earnings; setting of the dividend. the Group, or some of such employees and Executive Officers, share subscription options or share purchase options. � Authorization granted to the Board of Directors for a period of 18 months to allow the Company to trade in its own shares. � Authorization granted to the Board of Directors for a period of 38 months to grant existing or new shares to employees and � Renewal of the term of office of two Directors. Executive Officers of the Group, or some of such employees or � Statutory Auditors’ Special Report on agreements covered Executive Officers. by articles L. 225-38 et seq. of the French Commercial Code. � Delegation of authority granted to the Board of Directors for a � Approval of the elements of remuneration paid or awarded to period of 26 months to perform share capital increases, with Mr Benoît Potier for the year ended December 31, 2018. cancellation of preferential subscription rights, reserved for � Approval of the remuneration policy applicable to the Executive members of a Company or Group Savings Plan. Officers. � Delegation of authority granted to the Board of Directors for a period of 18 months to perform share capital increases, with EXTRAORDINARY SHAREHOLDERS’ MEETING: cancellation of preferential subscription rights, reserved for a � Authorization granted to the Board of Directors for a period of category of beneficiaries. 24 months to reduce the share capital by cancellation of treasury shares. ORDINARY SHAREHOLDERS’ MEETING: � Delegation of authority granted to the Board of Directors for a � Powers for formalities. period of 26 months in order to increase the share capital via the issuance of ordinary shares or marketable securities conferring

12 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Proposed resolutions and purpose

Ordinary Shareholders’ Meeting

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, 2018, as presented in Chapter 3 of the 2018 Reference Document.

FIRST RESOLUTION SECOND RESOLUTION (Approval of the Company financial statements (Approval of the consolidated financial statements for the year ended December 31, 2018) for the year ended December 31, 2018)

The shareholders, deliberating according to the quorum and majority The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, having reviewed: required for Ordinary Shareholders’ Meetings, having reviewed: the Reports of the Board of Directors and the Statutory Auditors; the Reports of the Board of Directors and the Statutory Auditors; the Company’s financial statements, income statement, balance the Group’s consolidated financial statements; sheet and notes thereto; approve the consolidated financial statements for the year ended approve the Company’s financial statements for the year ended December 31, 2018 as presented. December 31, 2018 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 544,804,174 euros.

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, stable compared to previous year. This level of dividend also takes into account this year the attribution of one free share for 10 existing shares on October 9, 2019, pursuant to the authorization granted by the Extraordinary Shareholders’ Meeting on May 16, 2018 in its 16th resolution. A loyalty dividend of 10%, i.e. 0.26 euro per share, shall be granted to shares which have been held in registered form since December 31, 2016 and which remain held in this form continuously until May 22, 2019, the dividend payment date. As of December 31, 2018, 29.93% of the shares making up the share capital are likely to benefit from this loyalty dividend. With an estimated pay-out ratio of 55% of the Group’s published 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 will be set for May 20, 2019. The dividend payment date will be set for May 22, 2019.

THIRD RESOLUTION Hence, a dividend of 2.65 euros shall be paid to each of the shares (Appropriation of 2018 earnings and setting of the dividend) conferring entitlement to a dividend, it being specified that in the event of a change in the number of shares conferring entitlement The shareholders, deliberating according to the quorum to a dividend compared to the 429,423,434 shares making up the and majority required for Ordinary Shareholders’ Meetings, share capital as of December 31, 2018, the overall dividend amount having noted that, considering the fiscal year 2018 earnings of would be adjusted accordingly and the amount appropriated to the 544,804,174 euros and the retained earnings of 6,207,721,088 euros retained earnings account would be determined on the basis of as of December 31, 2018, distributable earnings for the year amount the dividend effectively paid. to a total of 6,752,525,262 euros, approve the proposals of the Board of Directors regarding the appropriation of earnings. The The dividend payment date will be set for May 22, 2019: shareholders hereby decide to appropriate distributable earnings for direct registered shares: directly by the Company, based on as follows: the means of payment indicated by the holders; for intermediary registered shares, as well as for bearer shares Legal reserve 564,237 euros which are registered in shareholder accounts: by the authorized Retained earnings 5,580,572,513 euros intermediaries to whom the management of these shares has Dividend (including the loyalty dividend) 1,171,388,512 euros been entrusted.

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 13 Proposed resolutions and purpose

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

Dividend distributed eligible in its entirety Total amount Number of shares for the 40% allowance referred to distributed (a) concerned (b) in article 158-3-2° of the French Tax Code (in euros) (in euros)

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 Fiscal year 2017 Ordinary dividend 1,135,253,508 428,397,550 2.65 Loyalty dividend 30,459,742 117,152,854 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 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; - fiscal year 2017 – ordinary dividend: 1,130,983,210 euros for 426,786,117 shares; loyalty dividend: 29,591,663 euros for 113,814,089 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 Code, which is applicable, under certain conditions, when the dividend of 10%, i.e. 0.26 euro per share with a par value of 5.50 euros, progressive rate is applied. shall be granted to shares which have been held in registered The total amount of the loyalty dividend for the 128,524,663 shares form since December 31, 2016, and which remain held in this form which have been held in registered form since December 31, 2016, continuously until May 22, 2019, the dividend payment date. and which remained held in this form continuously until In accordance with the provisions of article 243 bis of the French December 31, 2018, amounts to 33,416,412 euros. Tax Code, it is specified that the ordinary and loyalty dividends The total loyalty dividend corresponding to these 128,524,663 shares are also in their entirety eligible for the 40% allowance referred to that cease to be held in registered form between January 1, 2019 in section 2° of paragraph 3 of article 158 of the aforementioned and May 22, 2019, 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 2018, the buyback program resulted in the purchase of 630,000 shares, representing 0.15% of the capital at December 31, 2017 and the cancellation of 654,000 shares. Additionally, under the liquidity contract: 1.1 million shares were purchased and 1.1 million were sold. As of December 31, 2018, 9,500 shares were held under the liquidity contract. As of December 31, 2018, the Company directly owned 1,234,488 shares assigned to the objective of implementation of any performance shares plan. These shares represent 0.29% 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 in 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, 2018, i.e. 42,942,343 shares, for a maximum total amount of 7,085,486,595 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 below in the 4th resolution and the program description is available on the Company’s website, www.airliquide.com, prior to the Shareholders’ Meeting in the 2018 Reference Document. As in previous years, the resolution stipulates that the authorization does not apply during takeover bid periods.

14 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Proposed resolutions and purpose Proposed resolutions and purpose

FOURTH RESOLUTION 5.50 euros, for a maximum total amount of 7,085,486,595 euros, (Authorization granted to the Board of Directors for a period subject to the legal limits. of 18 months to allow the Company to trade in its own shares) These shares may be purchased at any time, excluding the periods The shareholders, deliberating according to the quorum and for takeover bids on the Company’s share capital, on one or more majority required for Ordinary Shareholders’ Meetings, after having occasions and by all available means, either on or off a stock reviewed the Report of the Board of Directors, in accordance with exchange, in private transaction, including the purchase of blocks of articles L. 225-209 et seq. of the French Commercial Code and the shares, or through the use of derivative financial instruments, and, if directly applicable provisions of European Commission Regulation applicable, by all third parties acting on behalf of the Company, under No. 596/2014 of April 16, 2014, authorize the Board of Directors the conditions stipulated in the provisions of the final paragraph of to allow the Company to repurchase its own shares in order to: article L. 225-206 of the French Commercial Code. cancel them, subject to the adoption of the tenth resolution; Shares bought back may be commuted, assigned or transferred tender them following the exercise of rights attached to in any manner on or off a stock exchange or through private marketable securities conferring entitlement to Company shares transaction, including the sale of blocks of shares, in accordance by redemption, conversion, exchange, presentation of a warrant with the applicable regulations. or any other means; Dividends on treasury shares held by the Company shall be allocated implement (i) any share purchase option plans or (ii) plans for to retained earnings. free share attributions, or (iii) any employee share ownership This authorization is granted for a period of 18 months starting transactions reserved for members of a Company Savings Plan, from the date of this Shareholders’ Meeting. It shall be valid as performed under the terms and conditions set forth in articles of the date of the Board of Directors meeting called to decide L. 3331-1 et seq. of the French Labor Code through the transfer on the implementation of the share buyback program and, at of shares bought back previously by the Company under this the latest, as of November 15, 2019. With effect from this date, it resolution, or providing for free share attributions in respect of supersedes the authorization granted by the fourth resolution of a contribution in shares by the Company and/or to replace the the Ordinary Shareholders’ Meeting of May 16, 2018 with respect discount; or (iv) share grants to employees and/or Executive to the non-utilized portion of such authorization. Officers of the Company or affiliated companies; The shareholders give full powers to the Board of Directors, with maintain an active market in the Company’s shares pursuant to the possibility of delegating such powers, to implement this a market liquidity contract in accordance with an Ethics Charter authorization, place orders for trades, enter into all agreements, recognized by the French financial market authority (Autorité perform all formalities and make all declarations with regard des marchés financiers). to all authorities and, generally, do all that is necessary for the The shareholders set the maximum purchase price at 165 euros execution of any of the Board’s decisions made in connection with (excluding acquisition costs) per share with a par value of 5.50 euros this authorization. and the maximum number of shares that can be bought back at The Board of Directors shall inform the shareholders of any 10% of the total number of shares comprising the share capital transactions performed in light of this authorization in accordance at December 31, 2018, i.e. 42,942,343 shares with a par value of with applicable regulations.

Resolutions 5 and 6 Renewal of the terms of office of Board of Director members

Purpose The 5th and 6th resolutions concern the renewal, of the terms of office of two Company Directors for a period of four years, for the respective terms of office of Siân Herbert-Jones and Geneviève Berger that expire at the end of this Shareholders’ Meeting. Siân Herbert-Jones has been an independent Director on the Board of Directors since May 2011 and Chairman of the Audit and Accounts Committee since May 2015. She provides the Board of Directors with her financial expertise, strong audit skills and her knowledge of the Services sector. A British citizen, Siân Herbert-Jones also brings her multi-cultural expertise to the Board, as well as her experience acquired within major international companies. Geneviève Berger has been an independent Director on the Board of Directors since May 2015 and a member of the Environment and Society Committee since May 2017. She provides the Board of Directors with her expertise in the fields of healthcare and research. Genevière Berger also brings to the Board expertise acquired within major international companies.

FIFTH RESOLUTION SIXTH RESOLUTION (Renewal of the term of office of Siân Herbert-Jones as Director) (Renewal of the term of office of Geneviève Berger as Director)

The shareholders, deliberating according to the quorum and The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having majority required for Ordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors, decide to renew the reviewed the Report of the Board of Directors, decide to renew the term of office of Ms Siân Herbert-Jones as a Director for a term of term of office of Ms Geneviève Berger as a Director for a term of four years, which will expire at the end of the 2023 Shareholders’ four years, which will expire at the end of the 2023 Shareholders’ Meeting, held to approve the financial statements for the fiscal Meeting, held to approve the financial statements for the fiscal year ending December 31, 2022. year ending December 31, 2022.

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 15 Proposed resolutions and purpose

Resolution 7 Regulated agreements and commitments

Purpose During the 2018 fiscal year, no new regulated agreement, other than those already approved by the May 16, 2018 Shareholders’ Meeting, was submitted for the approval of the Board of Directors. As provided by law, the Board of Directors carried out an annual review of agreements entered into and approved during previous fiscal years which continued to be applied during the year ended December 31, 2018. In the 7th resolution, you are asked to take note that the Statutory Auditors’ Special Report on regulated agreements and commitments does not mention any new agreement. The Statutory Auditors’ Special Report on regulated agreements and commitments is included in Chapter 5 of the 2018 Reference Document.

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

Resolution 8 Approval of the remuneration of Executive Officers for the 2018 fiscal year

Purpose Pursuant to article L. 225-100 of the French Commercial Code, shareholders are asked in the 8th resolution to approve the fixed, variable and exceptional components of the total remuneration and other benefits paid or awarded to Benoît Potier in respect of the 2018 fiscal year. It is specified that no exceptional remuneration has been paid or awarded in 2018. The components of remuneration are described in the Report on Corporate Governance included in the 2018 Reference Document and are summarized in the 2019 Invitation to Shareholders’ Meeting. They were paid or awarded in line with the remuneration policy approved by the Shareholders’ Meeting on May 16, 2018.

EIGHTH RESOLUTION variable and exceptional components of the total remuneration and (Approval of the elements of remuneration paid or awarded other benefits paid or awarded to Mr Benoît Potier in respect of the to Benoît Potier for the year ended December 31, 2018) 2018 fiscal year, as presented in the Company’s 2018 Reference The shareholders, deliberating according to the quorum and majority Document, Chapter 2 “Corporate Governance”, paragraph “Elements required for Ordinary Shareholders’ Meetings, approve, pursuant of the total remuneration and benefits of any kind paid or awarded to article L. 225-100 of the French Commercial Code, the fixed, to Mr Benoît Potier in respect of the 2018 fiscal year and on which the Shareholders’ Meeting of May 7, 2019 is invited to vote”.

Resolution 9 Approval of the remuneration policy applicable to the Executive Officers for the 2019 fiscal year

Purpose Pursuant to article L. 225-37-2 of the French Commercial Code, shareholders are asked in the 9th resolution to approve for the 2019 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 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 2018 Reference Document and summarized in the 2019 Invitation to Shareholders’ Meeting.

NINTH RESOLUTION for determining, distributing and allocating the fixed, variable and (Approval of the remuneration policy applicable exceptional components of the total remuneration and other benefits to the Executive Officers) allocated to Executive Officers as presented in the Company’s 2018 The shareholders, deliberating according to the quorum and majority Reference Document, Chapter 2 “Corporate Governance”, in the required for Ordinary Shareholders’ Meetings, after having reviewed section covering the principles and criteria for the determination, the Report of the Board of Directors mentioned in article L. 225-37-2 distribution and allocation of the fixed, variable and exceptional of the French Commercial Code, approve the principles and criteria elements of the total remuneration and the benefits of all kinds that may be granted to Executive Officers.

16 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Proposed resolutions and purpose Proposed resolutions and purpose

Extraordinary Shareholders’ Meeting

Resolution 10 Authorization to reduce the share capital by cancellation of treasury shares

Purpose As is the case each year, we ask you, in the 10th 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.

TENTH RESOLUTION The difference between the carrying amount of the canceled (Authorization granted to the Board of Directors for a period shares and their nominal amount will be allocated to any reserve of 24 months to reduce the share capital by cancellation of treasury shares) or additional paid-in capital accounts. The shareholders, deliberating according to the quorum and majority This authorization is granted for a period of 24 months starting required for Extraordinary Shareholders’ Meetings, after having from the date of this Shareholders’ Meeting. It supersedes the reviewed the Report of the Board of Directors and the Statutory authorization granted by the Extraordinary Shareholders’ Meeting Auditors’ Special Report, authorize the Board of Directors to cancel, of May 16, 2018 in its fifteenth resolution with respect to the via its decisions alone, on one or more occasions, and within the non-utilized portion of such authorization. limit of 10% of the Company’s share capital per 24-month period, Full powers are granted to the Board of Directors, with the possibility any or all of the shares bought back by the Company within the of sub-delegation under the conditions set by law, to implement scope of the authorization adopted by this Ordinary Shareholders’ this authorization, deduct the difference between the carrying Meeting in its fourth resolution and of those shares bought back amount of the shares canceled and their nominal amount from all within the scope of the authorizations adopted by the Ordinary reserve and additional paid-in capital accounts and to carry out the Shareholders’ Meetings of May 3, 2017 and May 16, 2018 and to necessary formalities to implement the reduction in capital which reduce the share capital by this amount. shall be decided in accordance with this resolution and amend the articles of association accordingly.

Resolutions 11 and 12 Increase in share capital via the issuance of ordinary shares or marketable securities conferring entitlement to the Company’s share capital, with retention of preferential subscription rights

Purpose To finance the Group’s growth investments, shareholders are asked in the 11th resolution to renew the delegation granted to the Board of Directors to increase the share capital for a maximum nominal amount of 470 million euros corresponding to around 20% of the share capital as of December 31, 2018 by issuing, on one or more occasions, ordinary shares or compound dilutive marketable securities. The shareholders shall have, in proportion to the amount of shares they own, a preferential subscription right to the shares or to the marketable securities issued. The Group has not made use of the previous delegation approved by the May 3, 2017 Extraordinary Shareholders’ Meeting. This delegation of authority is valid for a period of 26 months. The total amount of capital increases carried out pursuant to the 12th resolution below and any resolutions allowing employees and Executive Officers to benefit from shares (18th and 19th resolutions of the May 12, 2016 Extraordinary Shareholders’ Meeting and 13th and 14th resolutions submitted to this Shareholders’ Meeting for approval), and resolutions which allow the implementation of employee share ownership transactions (15th and 16th resolutions submitted to this Shareholders’ Meeting for approval) is also deducted from this ceiling of 470 million euros. As in 2017, in order to provide shareholders with the right to express an opinion on the issues subject to this delegation of authority during periods of takeover bids, it is proposed that this delegation of authority is suspended during periods of takeover bids. In the event of oversubscription, the 12th resolution authorizes the amount of the issue to be increased, within the legal limits of 15% of the ceiling of 470 million euros.

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 17 Proposed resolutions and purpose

ELEVENTH RESOLUTION the Company’s shares; the maximum nominal amount (or its (Delegation of authority granted to the Board of Directors for a period counter-value in euros on the issue decision date in the event of 26 months in order to increase the share capital via the issuance of an issue in foreign currencies or units of account determined of ordinary shares or marketable securities conferring entitlement, immediately and/or in the future, to the Company’s share capital, with by reference to several currencies) of the marketable debt retention of preferential subscription rights for a maximum nominal securities conferring entitlement to the Company’s share capital amount of 470 million euros) issued by virtue of this delegation may not exceed a limit of 3 billion euros from which shall be deducted, as the case may be, The shareholders, deliberating according to the quorum and the issuance amount, in the event of oversubscription, pursuant majority required for Extraordinary Shareholders’ Meetings, after to the twelfth resolution below (or any resolution which would having reviewed the Board of Directors’ Report and the Statutory replace it at a later date); Auditors’ Special Report and in accordance with articles L. 225‑129 to L. 225-129-6 and L. 228-91 to L. 228-93 of the French Commercial decide that the shareholders have, proportional to the amount Code: of their shares, a preferential subscription right to the shares or marketable securities conferring entitlement, immediately delegate to the Board of Directors, with the option of and/or in the future, to the Company’s shares issued pursuant subdelegation, in accordance with the legal provisions, the to this resolution; authority to decide, in the amount and on the dates it will determine, with retention of preferential share subscription decide that if the subscriptions made by the shareholders pro rights, one or more capital increases via the issue, in France rata to their existing shareholding and, as the case may be, and other countries, in euros, foreign currencies or units of over and above their existing shareholding if allowed by the account determined according to several currencies, (i) of Board of Directors, have not resulted in the purchase of all of ordinary Company shares, (ii) of marketable securities governed the shares or marketable securities defined above, the Board by articles L. 228-91 et seq. of the French Commercial Code of Directors may use, in the order it shall deem appropriate, which are the Company’s equity securities, granting access to each or some of the options set forth in article L. 225-134 of other Company share capital and/or entitlement to Company the French Commercial Code; debt securities and/or (iii) of marketable securities representing acknowledge and decide, as necessary, that all issuance a debt claim governed or not by articles L. 228-91 et seq. of the decisions under this delegation of authority shall entail, to the French Commercial Code, conferring entitlement to or likely to benefit of the holders of issued marketable securities giving confer entitlement to share capital to be issued by the Company, access, or likely to give access to equity securities to be issued these marketable securities could also potentially grant access by the Company, the waiver by Company shareholders of their to the Company’s existing share capital and/or debt securities, preferential subscription rights to shares to be issued to which the subscription of which may be completed in cash or by these marketable securities will give entitlement immediately offsetting against liquid and payable debts. and/or in the future; The delegation thereby granted to the Board of Directors is grant full powers to the Board of Directors, with the option of valid for a period of 26 months starting from the date of this sub-delegation under the conditions set forth by law, to implement Shareholders’ Meeting, it being specified however that the Board this delegation and specifically: of Directors will not be authorized to make use of it during periods −− determine the price, the terms and conditions and dates of of takeover bids on the Company’s share capital; issues, and the form and characteristics of the marketable decide that the total amount of share capital increases likely securities to be created, to be performed thereby immediately and/or in the future may −− set the amounts to be issued, suspend, where necessary, not exceed the nominal amount of 470 million euros, from the exercise of Company share allotment rights attached which shall be deducted (i) the issuance amount of shares or to marketable securities to be issued within a period marketable securities in the event of oversubscription, pursuant not exceeding three months, determine the terms and to the twelfth resolution (or any resolution which would replace conditions ensuring, as the case may be, the preservation it at a later date), (ii) the issuance amount of shares arising of rights of holders of marketable securities conferring from the options or performance shares granted under the future entitlement to Company shares, in accordance with eighteenth and nineteenth resolutions of the Extraordinary the legal, regulatory and, as the case may be, contractual Shareholders’ Meeting of May 12, 2016 and the thirteenth and provisions, proceed, where necessary, with any deductions fourteenth resolutions of this Shareholders’ Meeting subject from any issue premiums and specifically deductions of to their approval (or any resolutions which would replace costs arising from issues, them at a later date), and (iii) the total amount of share capital −− list, where necessary, the marketable securities to be increases performed in accordance with the fifteenth and issued for trading in a regulated market, make all necessary sixteenth resolutions of this Shareholders’ Meeting subject to arrangements and enter into any agreements in order to their approval (or any resolutions which would replace them at successfully conclude the issues contemplated, duly record a later date), this limit being increased by the number of shares the share capital increases arising from any issue carried necessary for adjustments likely to be made in accordance out via this delegation and amend the articles of association with applicable legislative and regulatory provisions and, as accordingly; the case may be, in accordance with the contractual provisions providing for other cases of adjustment, to preserve the rights take due note that this delegation supersedes the delegation of holders of marketable securities conferring entitlement to granted by the Extraordinary Shareholders’ Meeting of May 3, 2017 in its thirteenth resolution.

18 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Proposed resolutions and purpose Proposed resolutions and purpose

TWELFTH RESOLUTION shares or marketable securities to be issued with shareholders (Authorization granted to the Board of Directors for a period of preferential subscription rights, at the same price as set for the 26 months to increase the issuance amount of equity securities initial issue, within the deadlines and limits set by the applicable or marketable securities in the event of oversubscription) regulations, it being specified however that the Board of Directors The shareholders, deliberating according to the quorum and majority will not be authorized to make use of it during periods of takeover required for Extraordinary Shareholders’ Meetings, after having bids on the Company’s share capital; reviewed the Board of Directors’ Report and the Statutory Auditors’ decide that the nominal amount of the increase in the issue Special Report, and pursuant to the provisions of article L. 225-135-1 determined in accordance with this resolution shall be deducted of the French Commercial Code, in the event of an issue of shares from the initial limit and, in the event of an issue of debt securities, or marketable securities with retention of preferential subscription from the second limit stated in the eleventh resolution; rights as provided by the eleventh resolution: decide that the authorization thereby granted to the Board of authorize the Board of Directors, with the option of subdelegation, Directors is valid for a period of 26 months starting from the to increase, under the conditions set by the law, the number of date of this Shareholders’ Meeting.

Resolutions 13 and 14 Grant of share subscription options or share purchase options and performance shares

Purpose Each year the Group offers stock option and performance share plans which are aimed, in addition to the grant of incentives and profit-sharing, at involving the employees more in the Company’s performance. In order to maintain this allotment policy, shareholders are invited to renew the existing authorizations. As previously, performance conditions are calculated over three years and are applicable to all options and performance shares attributed to any beneficiary. They are set at the beginning of the year, during the February meeting of the Board of Directors, in order to have a reference period of three full years. Therefore, as from the 2019 stock option and performance annual share plans, the EPS (Earning Per Share) performance condition will be replaced by the ROCE (Return on Capital Employed, which is thus no longer part of the short term variable remuneration criteria). The TSR (Total Shareholder Return) criterion remains a performance condition of the stock option and performance share plans. Moreover, the Board proposes that a deduction of one third to each of the sub-limits for allocations to Executive Officers is submitted to the Shareholders’ Meeting to bring them in line with historic practices in terms of allocations to corporate officers. As previously, the Board of Directors sets annual allocation limits which are considerably lower than these sub-limits. Furthermore, these allocations to Executive Officers come with strict holding requirements for existing securities. Moreover, since 2018, the allotment of LTI (long-term incentive) to Executive Officers is subject to the pro rata principle. In practice, in the event an Executive Officer leaves the Group for a reason other than resignation or removal from office for serious cause, the total rate of allocation (after applying the performance conditions) is reduced on a pro rata basis to the number of months during which the Executive Officer was effectively present at the Group during the assessment period for the performance criteria. Finally, according to the principle adopted since 2016, the allocation of stock options and performance shares to an Executive Officer and the changes therein over time are assessed in terms of the IFRS valuation. The purpose of the 13th resolution is to renew, for a period of 38 months, the authorization given to the Board of Directors in 2016 to grant Company share subscription options or share purchase options, in favor of employees and Executive Officers. Pursuant to the draft resolution, the total number of options that may be granted is maintained at 2% of the share capital over a period of 38 months and the maximum number of options that may be granted to Executive Officers is set at 0.2% of the share capital (compared with 0.3% previously) over the same period. The purpose of the 14th resolution is to renew, for a period of 38 months, the authorization given to the Board of Directors in 2016 to grant performance shares of the Company in favor of employees and Executive Officers. Pursuant to the draft resolution, the total number of shares that may be allocated is maintained at 0.5% of the share capital over a period of 38 months and the maximum number of shares that may be granted to Executive Officers is set at 0.1% of the share capital (compared with 0.15% previously) over the same period.

THIRTEENTH RESOLUTION one or more occasions, to employees and Executive Officers (Authorization granted to the Board of Directors for a period of the Company or its French and foreign subsidiaries within of 38 months to grant to employees and Executive Officers the meaning of article L. 225-180 of the French Commercial of the Group, or some of such employees and Executive Officers, share subscription options or share purchase options resulting Code or some of such employees and Executive Officers, in the waiver by shareholders of their preferential subscription rights options conferring entitlement to subscribe to new shares to shares to be issued upon exercise of the subscription options) of the Company to be issued pursuant to an capital increase or options conferring entitlement to the purchase of existing The shareholders, deliberating according to the quorum and majority Air Liquide shares bought back by the Company; required for Extraordinary Shareholders’ Meetings, after having reviewed the Report of the Board of Directors and the Statutory decide that the total number of the options thus granted over Auditors’ Special Report: a period of 38 months may not confer entitlement to a total number of shares exceeding 2% of the Company’s share capital authorize the Board of Directors within the scope of articles on the date the options are granted by the Board of Directors, L. 225-177 et seq. of the French Commercial Code to grant on

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 19 Proposed resolutions and purpose

bearing in mind that the number of options granted to the reviewed the Report of the Board of Directors and the Statutory Company’s Executive Officers, pursuant to this authorization, Auditors’ Special Report: may not confer entitlement to a total number of shares exceeding authorize the Board of Directors, within the scope of articles 0.2% of the Company’s share capital on the date the options are L. 225-197-1 et seq. of the French Commercial Code, to proceed, granted by the Board of Directors; the total numbers of shares on one or more occasions, to free share attribution of existing thus determined do not take into account any adjustments or new shares to beneficiaries whom it will determine from that could be made in accordance with the applicable legal among the employees and Executive Officers of the Company and regulatory provisions in order to preserve the rights of and entities affiliated with the Company within the meaning beneficiaries of the share subscription or share purchase options; of article L. 225-197-2 of the aforementioned Code, under the decide that the maximum nominal amount of share capital conditions set out below; increases performed on the basis of this authorization shall be decide that the existing or new shares that are granted pursuant deducted from the overall limit stipulated in paragraph 2 of the to this authorization may not represent more than 0.5% of eleventh resolution of this Extraordinary Shareholders’ Meeting the share capital on the date of the decision by the Board (or any resolution which would replace it at a later date); of Directors to grant them, bearing in mind that the shares set the period of validity during which the options may be granted to Executive Officers of the Company pursuant to this exercised at a maximum period of 10 years as from the date of authorization may not represent more than 0.1% of the share their allocation by the Board of Directors, and grant full powers capital on the date of the decision by the Board of Directors to to the Board of Directors to set a shorter period; grant them; the total numbers of shares thus determined do not decide that this authorization is granted for a period of 38 months take into account any adjustments that could be made in the as from the date hereof. It shall entail an express waiver by the event of a transaction involving the Company’s share capital; shareholders of their preferential subscription right to the shares decide that the maximum par value amount of share capital that shall be issued as and when the options are exercised in increases performed on the basis of this authorization shall be favor of the share subscription option beneficiaries; deducted from the overall limit stipulated in paragraph 2 of the decide that the Board of Directors, within the limits provided eleventh resolution of this Extraordinary Shareholders’ Meeting for by law and this resolution, shall set the conditions in which (or any resolution which would replace it at a later date); the options will be granted as well as the list of beneficiaries decide that the grant of such shares to their beneficiaries shall and the number of the options offered and shall determine the become definitive either: subscription or purchase price of the shares, which may not −− at the end of a minimum vesting period of two years, it be lower than the average of the opening trading prices for the being specified that the beneficiaries shall then be required 20 trading days prior to the date when the option is granted, to hold such shares for a minimum period of two years as rounded down to the nearest euro, nor for share purchase from their final grant date, or options, the average purchase price of the Company’s treasury −− for all or some of the shares granted, at the end of a minimum shares, rounded down to the nearest euro. This price may not vesting period of four years, in which case no minimum be modified unless the Company were to carry out one of the holding period shall apply, financial or securities transactions provided for by law. In such a case, the Board of Directors would make an adjustment, under it being specified that the Board of Directors shall have the the conditions provided for in the regulations, to the number and option to choose between these two possibilities and to use the price of the shares covered by the options granted, in order them alternatively or concurrently, and that it may, in either case, to take into account the impact of the transaction; it may extend the vesting period, and, in the first case, extend the holding furthermore, in such a case, if it were to consider it necessary, period and, in the second case, provide for a holding period; temporarily suspend the right to exercise the options during the decide that the grant of such shares to their beneficiaries shall period of such transaction; become definitive prior to the end of the above-mentioned grant full powers to the Board of Directors, with the option vesting periods and that such shares shall be freely transferable of sub-delegation under the conditions set by law, to, where in the event of disability of the beneficiary, under the conditions necessary, deduct the share capital increase costs from the provided for by law; amount of additional paid-in capital relating to such increases, take due note that, in the event of the free attribution of new complete or have completed all actions and formalities in shares, this authorization shall entail, as and when such shares order to record the share capital increase(s) resulting from the are definitively granted, an increase in capital by capitalization exercise of share subscription options and amend the articles of additional paid-in capital, reserves or profits in favor of the of association accordingly. beneficiaries of the shares and the correlative waiver by the This authorization supersedes the authorization granted by virtue shareholders of their preferential subscription rights to such of the eighteenth resolution of the Extraordinary Shareholders’ shares in favor of the beneficiaries; Meeting of May 12, 2016, for its non-utilized part. grant full powers to the Board of Directors, with the possibility of sub-delegation under the conditions set by law, in order to FOURTEENTH RESOLUTION implement this authorization. The Board of Directors shall have (Authorization granted to the Board of Directors for a period of full powers in order to, in particular: 38 months to grant existing or new shares to employees and Executive Officers of the Group, or some of such employees or Executive Officers, −− determine the identity of the beneficiaries, or the category resulting in the waiver by shareholders of their preferential subscription or categories of beneficiaries, of the share attribution and rights to the shares to be issued) the number of shares attributed to each of them, The shareholders, deliberating according to the quorum and majority −− set the conditions and, where applicable, the criteria for the required for Extraordinary Shareholders’ Meetings, after having attribution of shares,

20 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Proposed resolutions and purpose Proposed resolutions and purpose

−− provide for the possibility to provisionally suspend the rights of article L. 225-181 of the French Commercial Code, and to the attribution under the conditions provided for by law under such conditions as it may determine, and the applicable regulations, −− in the event of the issue of new shares, to deduct, where −− enter the free shares attributed in a registered account in applicable, from additional paid-in capital, reserves or profits the name of their holder, mentioning, where applicable, the as it chooses, the amounts required to pay for such shares, holding period and the length of such period, and to waive record the completion of the capital increases carried out the holding period for the shares in any circumstances in pursuant to this authorization, make the corresponding which this resolution or the applicable regulations make it amendments to the articles of association and, in general, possible to waive such holding period, carry out all acts and complete all formalities that may be −− provide for the possibility, if it deems necessary, to make required. adjustments to the number of free shares attributed in order This authorization is granted for a period of 38 months as from the to preserve the rights of the beneficiaries, depending on any date hereof and supersedes the authorization granted by virtue of transactions involving the Company’s share capital carried the nineteenth resolution of the Extraordinary Shareholders’ Meeting out during the vesting period, as referred to in paragraph 2 of May 12, 2016, for its non-utilized part.

Resolutions 15 and 16 Capital increase reserved for employees

Purpose As provided by law, the resolution authorizing increases in share capital in favor of members of a Company Savings Plan approved during the Extraordinary Shareholders’ Meeting of May 3, 2017, is resubmitted to you. The total nominal amount of share capital increases likely to be performed under this resolution is 22 million euros, corresponding to the issue of a maximum of 4 million shares, or 0.93% of the share capital as at December 31, 2018. This amount shall be deducted from the maximum nominal amount of 470 million euros, i.e. around 20% of the share capital, as stipulated in the 11th resolution of this Shareholders’ Meeting relating to the overall limit for share capital increases likely to be performed with delegation to the Board of Directors. The 15th resolution outlines the conditions of share capital increases reserved for members of a Company or Group Savings Plan; it is accompanied in the 16th resolution by a similar provision for Group employees and Executive Officers based abroad who cannot benefit from the shareholding mechanism which will be established pursuant to the 15th resolution. These two delegations will be valid for a period of 26 months for the 15th resolution and for a period of 18 months for the 16th resolution. They shall result in the waiver by shareholders of their preferential subscription rights in favor of the beneficiaries. The previous employee share ownership transaction was carried out in November 2018 in accordance with the authorization granted by the May 3, 2017 Shareholders’ Meeting. The share subscription price was set at 87.09 euros (92.53 euros for the United States) per share. 19,078 employees (and retired employees) across 72 countries representing 29.39% of eligible employees subscribed to this transaction. The Group wishes to continue increasing the involvement of employees in its development. These employee share ownership offers contribute significantly to increasing employee motivation and a sense of belonging to the Group. At the end of 2018, the share capital held by employees and former employees of the Group is estimated at 2.4%, of which 1.7% corresponds to shares subscribed by employees during reserved capital increases for employees or held through dedicated mutual funds.

FIFTEENTH RESOLUTION this amount does not include additional shares to be issued, (Delegation of authority granted to the Board of Directors for a period in accordance with applicable legal and regulatory provisions, of 26 months to perform share capital increases, with cancellation of and, when relevant, contractual stipulations providing for other preferential subscription rights, reserved for members of a Company or Group Savings Plan) adjustments, to preserve the rights of holders of equity securities conferring access to share capital and that the total amount The shareholders, deliberating according to the quorum and of capital increases to be performed under this resolution and majority required for Extraordinary Shareholders’ Meetings, after the sixteenth resolution may not exceed the aforementioned having reviewed the Report of the Board of Directors and the nominal amount of 22 million euros; Statutory Auditors’ Special Report, deliberating pursuant to articles decide that the maximum nominal amount of share capital L. 225-129-6 and L. 225-138-1 of the French Commercial Code and increases to be performed on the basis of this delegation shall articles L. 3331-1 et seq. of the French Labor Code: be deducted from the overall limit stipulated in paragraph 2 delegate to the Board of Directors the authority to decide to of the eleventh resolution of this Extraordinary Shareholders’ increase Company’s share capital, on one or more occasions, at Meeting (or any resolution which would replace it at a later date); the time or times and in the proportions that it deems appropriate, decide that the beneficiaries of these capital increases will be, via the issuance of ordinary shares of the Company as well directly or through an intermediary of a Company mutual fund as equity securities granting access to the Company’s share (FCPE) or all other structures or entities permitted by applicable capital, reserved for employees who contribute to a Company legal or regulatory provisions, the members, within the Company or Group Savings Plan; and the French or foreign companies affiliated to it within the decide that the total amount of share capital increases likely to meaning of article L. 225-180 of the French Commercial Code be performed under this resolution may not exceed a maximum and article L. 3344-1 of the French Labor Code, of a Company nominal amount of 22 million euros, corresponding to the or Group Savings Plan; issue of a maximum of 4 million shares, it being specified that

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 21 Proposed resolutions and purpose

decide to cancel the preferential subscription rights of SIXTEENTH RESOLUTION shareholders to the new shares or other equity securities, and (Delegation of authority granted to the Board of Directors for a period equity securities to which the latter would confer entitlement, of 18 months to perform share capital increases, with cancellation of preferential subscription rights, reserved for a category of beneficiaries) which shall be issued in favor of the aforementioned members of a Company or Group Savings Plan in accordance with this The shareholders, deliberating according to the quorum and resolution; majority required for Extraordinary Shareholders’ Meetings, after decide that the subscription price may not exceed the average, having reviewed the Report of the Board of Directors and the determined in accordance with article L. 3332-19 of the French Statutory Auditors’ Special Report, pursuant to articles L. 225-129 to Labor Code, of the opening trading prices for the Company’s L. 225-129-2 and article L. 225-138 of the French Commercial Code: share during the 20 trading days preceding the date of the delegate to the Board of Directors the authority to decide to decision setting the opening date for the subscription period, increase share capital, on one or more occasions, at the time or or be more than 20% lower than such average, bearing in mind times and in the proportions it shall deem fit, via the issuance that the shareholders officially authorize the Board of Directors, of ordinary shares of the Company as well as any other equity if deemed appropriate, to reduce or cancel the aforementioned securities conferring entitlement to the Company’s share capital, discount, in view of the legal, regulatory and tax constraints reserved for the category of beneficiaries defined hereafter; under the applicable foreign law, where applicable; decide that the total amount of share capital increases likely to decide, in accordance with article L. 3332-21 of the French Labor be performed under this resolution may not exceed a maximum Code, that the Board of Directors may provide for the free share nominal amount of 22 million euros, corresponding to the attribution, to the aforementioned beneficiaries, of shares to be issue of a maximum of 4 million shares, it being specified that issued or already issued or other equity securities or securities this amount does not include additional shares to be issued, granting access to the Company’s capital to be issued or already in accordance with applicable legal and regulatory provisions, issued, in respect of (i) the contribution that could be paid in and when relevant, contractual stipulations providing for other accordance with the regulations governing Company or Group adjustments, to preserve the rights of holders of equity securities Saving Plans, and/or (ii) where appropriate, the discount; conferring access to share capital and that the total amount of also decide that, should the beneficiaries not subscribe to the share capital increases to be performed under this resolution entire capital increase within the allotted deadlines, the capital and the fifteenth resolution may not exceed the aforementioned increase would only be performed for the amount of the shares nominal amount of 22 million euros; subscribed, and that the non-subscribed shares may be offered decide that the maximum nominal amount of share capital again to the beneficiaries concerned within the scope of a increases to be performed on the basis of this delegation shall subsequent capital increase; be deducted from the overall limit stipulated in paragraph 2 grant full powers to the Board of Directors with the option of of the eleventh resolution of this Extraordinary Shareholders’ sub-delegation under the conditions set by law, to determine, Meeting (or any resolution which would replace it at a later date); within the limits described above, the various terms and decide to cancel the preferential subscription rights of conditions of the transaction and particularly: shareholders to the shares or other equity securities and to −− define the criteria which the companies must meet in order the equity securities to which the latter would confer entitlement, for their employees to be entitled to benefit from the capital which shall be issued pursuant to this resolution and to reserve increases, the right to subscribe them to the category of beneficiaries meeting the following characteristics: any bank or subsidiary −− determine a list of these companies, of such a bank mandated by the Company and which would −− set the terms and conditions of the share issue, the subscribe to shares, or other equity securities issued by the characteristics of the shares, and, where appropriate, the Company pursuant to this resolution, with the sole intent to other equity securities, determine the subscription price enable employees and Executive Officers of foreign companies, calculated based on the method defined above, set the affiliated to the Company within the meaning of article L. 225-180 terms and conditions and deadline for fully paying up the of the French Commercial Code and article L. 3344-1 of the subscribed shares, deduct from the “Additional paid-in capital” French Labor Code, to benefit from a shareholding or investment account all costs relating to these capital increases and, if plan with an economic profile comparable to an employee deemed appropriate, all sums necessary to bring the legal share ownership scheme that would be set up in connection reserve up to one tenth of the new share capital after each with a share capital increase performed in accordance with the share issue; and generally complete, directly or through an fifteenth resolution submitted to the vote of this Shareholders’ authorized representative, all the transactions and formalities Meeting, taking into account the regulatory and fiscal and/ relating to the share capital increases performed under this or social framework applicable in the country of residence of resolution and, where appropriate, take any measures with a the employees and Executive Officers of the aforementioned view to listing the shares issued pursuant to this resolution foreign companies; for trading on the Euronext Paris regulated exchange, decide that the unit price for the issue of the shares to be issued −− set the opening and closing dates for the subscription period, pursuant to this resolution shall be determined by the Board of record the completion of the corresponding capital increase Directors based on the Company’s share price; this issue price and amend the articles of association accordingly; shall be equal to the average of the opening trading prices for decide that this delegation of authority granted to the Board of the Company’s share during the 20 trading days preceding the Directors is valid for a period of 26 months starting from the date of the Board of Directors’ decision setting the opening date of this Shareholders’ Meeting. date for the period of subscription to a share capital increase

22 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Proposed resolutions and purpose Proposed resolutions and purpose

performed on the basis of the fifteenth resolution, with the equity securities granting access to the Company’s share possibility of reducing this average by a maximum discount of capital under the applicable legal and regulatory conditions, 20%; the amount of this discount shall be determined by the −− record the completion of the share capital increase, complete, Board of Directors within the aforementioned limit; directly or through an authorized representative, all the decide that the Board of Directors shall have full powers, under transactions and formalities involving the share capital the terms and conditions set forth by law and within the limits increases and, on its sole decision and if it deems appropriate, defined above, with the option of sub-delegation, so as to deduct the share capital increase costs from the amount of implement this delegation and particularly in order to: additional paid-in capital relating to such increases, amend −− set the date and price for the issue of shares or other equity the articles of association accordingly and perform all the securities to be issued in accordance with this resolution as necessary formalities and, where appropriate, take any well as the other terms and conditions governing the issue, measures with a view to listing the shares issued pursuant to this resolution for trading on the Euronext Paris regulated −− determine the beneficiary (or list of beneficiaries) for the exchange; cancellation of the preferential subscription right within the above-defined category, as well as the number of shares decide that this delegation of authority granted to the Board of to be subscribed by such beneficiary (or each beneficiary), Directors is valid for a period of 18 months starting from the date of this Shareholders’ Meeting. −− where appropriate, determine the characteristics of the other Ordinary Shareholders’ Meeting

Resolution 17 Powers

Purpose The 17th resolution is a standard resolution required for the completion of 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 official publications and other formalities required by law and the regulations.

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 23 BOARD OF DIRECTORS

Listed companies are indicated by an asterisk (*). Members of the Board (Informations as of December 31, 2018)

Benoît POTIER Positions and activities held during 2018 Functions within the Air Liquide Group Chairman and Chief Executive Officer Chairman and Chief Executive Officer: L’ Air Liquide S.A.*, Nationality: French Air Liquide International, Air Liquide International Born on September 3, 1957 Corporation (ALIC) Date of first appointment: May 2000 Director: American Air Liquide Holdings, Inc., Start of current term: May 2018 The Hydrogen Company (since March 2018) End of current term: 2022 (Shareholders’ Meeting to approve the Director: Air Liquide Foundation financial statements for the fiscal year ending December 31, 2021) Positions or activities outside the Air Liquide Group Number of shares owned as of December 31, 2018: 337,382 Director: Danone* (member of the Appointment and Remuneration Committee, member of the Strategy Career Committee, then Chairman of this Committee) A graduate of École Centrale de Paris, Benoît Potier joined Director: Siemens AG* (member of the Appointment Air Liquide in 1981 as a Research and Development engineer. After Committee) (since January 2018) serving as a Project Manager in the Engineering & Construction Co-Chair: The Hydrogen Council Division, he was made Vice President of Energy Development in Chairman: European Round Table (ERT) (until May 2018) the Large Industries business line. In 1993, he became Director Member: European Round Table (ERT) (since May 2018) of Strategy & Organization and, in 1994, was put in charge of the Director: CentraleSupélec, Association nationale des Chemicals, Metal & Steel, Oil and Energy Markets. He was made sociétés par actions (ANSA) an Executive Vice President of Air Liquide in 1995 with additional Member of the Board: Association française des responsibilities over the Engineering & Construction Division entreprises privées (AFEP) and the Large Industries operations in Europe. Benoît Potier was Member of the French Board: INSEAD appointed Chief Executive in 1997. He was appointed to the Board of Directors in 2000 and became Chairman of the Management Board in November 2001. In 2006, he was appointed Chairman and Chief Executive Officer of L’ Air Liquide S.A.

24 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Board of Directors

Thierry PEUGEOT Karen KATEN

Director – Member of the Audit and Account Committee Independent Director – Member of the Appointments Nationality: French and Governance Committee Born on August 19, 1957 Nationality: American Date of first appointment: May 2005 Born on August 22, 1949 Start of current term: May 2017 Date of first appointment: May 2008 End of current term: 2021 Start of current term: May 2016 (Shareholders’ Meeting to approve the financial statements End of current term: 2020 for the fiscal year ending December 31, 2020) (Shareholders’ Meeting to approve the financial statements Number of shares owned as of December 31, 2018: 2,011 for the fiscal year ending December 31, 2019) Number of shares owned as of December 31, 2018: 2,186 Career

A graduate of ESSEC, Thierry Peugeot began his career with the Career Marrel Group in 1982 as Export Manager for the Middle East and Karen Katen, a US citizen, is a graduate of the University of Chicago English-speaking Africa for Air Marrel, and then Director of Air (BA in Political Science and MBA). In 1974, she joined Pfizer and Marrel America. He joined Automobiles Peugeot in 1988 as Regional carried out various management and executive positions during Manager of the South-East Asia zone, then Chief Executive Officer more than 30 years. In her last position with Pfizer, she was of Peugeot do Brasil in 1991 and Chief Executive Officer of Slica in Vice-Chairman of Pfizer Inc. and President of Pfizer Human Health, 1997. In 2000, he became International Key Accounts Director of the Group’s main operating department. Karen Katen played a Automobiles Citroën and then, in 2002, Vice President of Services major role in the introduction of new medicines for the treatment and Spare Parts before being appointed to the PSA Peugeot Citroën of cardiovascular and mental diseases, as well as diabetes and Vice Presidents Committee. Thierry Peugeot has been Chairman cancer. She also successfully oversaw the integration of Warner of the Supervisory Board of Peugeot S.A. between 2002 and 2014. Lambert (acquired in 2000) and Pharmacia (acquired in 2003) in the Pfizer Group. Having retired from Pfizer in March 2007, she Positions and activities held during 2018 was Chairman of the Pfizer Foundation. Currently she is a Senior Functions within the Air Liquide Group Advisor at Essex Woodlands Health Ventures, a healthcare venture Director: L’ Air Liquide S.A.* (member of the Audit and growth equity firm. and Accounts Committee since May 2012) Positions and activities held during 2018 Positions or activities outside the Air Liquide Group Senior Executive Vice President: Société anonyme Functions within the Air Liquide Group de participations Director: L’ Air Liquide S.A.* (member of the Appointments Director: Établissements Peugeot Frères and Governance Committee since May 2012) (member of the Accounts Committee) Positions or activities outside the Air Liquide Group Director: Compagnie Industrielle de Delle Director: Home Depot* (until May 2018) Permanent representative of the Compagnie Industrielle Chairman of the Board: Armgo Pharma de Delle on the LISI* Board of Directors (member of Chairman and Director: Rand Corporation’s Health Board the Remuneration Committee and President of the of Advisors Appointments Committee) Director: The Economic Club of New York Board of Chairman: CITP Trustees, Peterson Institute for International Studies Chairman: SIV Senior Advisor: EW Health Partners Chairman and Chief Executive Officer: SID Trustee: University of Chicago Honorary Chairman: Association nationale des sociétés Trustee: University of Chicago Graduate School of par actions (ANSA) Business

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 25 Board of Directors

Jean-Paul AGON Siân HERBERT-JONES

Independent Director – Lead Director – Chairman Independent Director – Chairman of the Audit and Account of the Appointments and Governance Committee – Committee Member of the Remuneration Committee Nationality: British Nationality: French Born on September 13, 1960 Born on July 6, 1956 Date of first appointment: May 2011 Date of first appointment: May 2010 Start of current term: May 2015 Start of current term: May 2018 End of current term: May 2019 (a) End of current term: 2022 Number of shares owned as of December 31, 2018: 913 (Shareholders’ Meeting to approve the financial statements Career for the fiscal year ending December 31, 2021) Number of shares owned as of December 31, 2018: 1,609 Holder of a Master of Art degree in History from Oxford University and a graduate from the Institute of Chartered Accountants

Career in England and Wales, Siân Herbert-Jones first practiced for A graduate of HEC Business School, Jean-Paul Agon began 13 years with the firm of PriceWaterhouseCoopers, in the London his career with the L’Oréal Group in 1978. From 1981 to 1997, office from 1983-1993 in particular in the capacity of Corporate he held various Senior Management positions first as General Finance Manager, then in the Paris office from 1993 to 1995 in the Manager of L’Oréal Greece and General Manager of L’Oréal Paris, capacity of Mergers & Acquisitions Manager. She then joined the then International Managing Director for Biotherm International, Sodexo Group in 1995 in which she was successively in charge Managing Director for L’Oréal Germany and finally Managing of international development from 1995 to 1998 and the Group’s Director for L’Oréal Asia Zone. From 2001 to 2005, he was Chairman Treasury Department from 1998 to 2000 then Deputy Chief Financial and Chief Executive Officer of L’Oréal USA as well as several Officer in 2000. From 2001 to December 21, 2015, she was Chief subsidiaries of the L’Oréal Group in the USA. In 2005, he was Financial Officer; and member of the Executive Committee of the appointed Deputy Chief Executive Officer of the L’Oréal Group, Sodexo Group. Since 2016, she holds several positions within Board and became Chairman and Chief Executive Officer of the Group of Directors of large companies and also pursues other consulting in 2006. He is Chairman and Chief Executive Officer of L’Oréal activities in societal and environmental fields. since March 2011. Positions and activities held during 2018 Positions and activities held during 2018 Functions within the Air Liquide Group Functions within the Air Liquide Group Director: L’ Air Liquide S.A.* (Chairman of the Audit Director: L’ Air Liquide S.A.* (Lead Director since May 2017; and Accounts Committee since May 2015; member of the Appointments and Governance Committee member of this Committee since May 2013 ) since May 2015, then Chairman of this Committee since Positions or activities outside the Air Liquide Group May 2017; member of the Remuneration Committee since Director: Cap Gemini* (member of the Audit and Risks May 2012 – Chairman of this Committee from May 2015 Committee); Bureau Veritas* (member of the Audit to May 2018) and Risks Committee); Compagnie Financière Aurore Positions or activities outside the Air Liquide Group Internationale (Sodexo Group – Belgium) Chairman and Chief Executive Officer: L’Oréal* Chairman: L’Oréal Foundation

(a) Renewal of term proposed to the Shareholders’ Meeting of May 7, 2019.

26 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Board of Directors Board of Directors

Pierre DUFOUR Sin Leng LOW

Director – Chairman of the Environment and Society Independent Director – Member of the Audit and Account Committee Committee Nationality: Canadian Nationality: Singaporean Born on March 28, 1955 Born on June 9, 1952 Date of first appointment: May 2012 Date of first appointment: May 2014 Start of current term: May 2016 Start of current term: May 2018 End of current term: 2020 End of current term: 2022 (Shareholders’ Meeting to approve the financial statements (Shareholders’ Meeting to approve the financial statements for the fiscal year ending December 31, 2019) for the fiscal year ending December 31, 2021) Number of shares owned as of December 31, 2018: 85,361 Number of shares owned as of December 31, 2018: 1,371 Career Career A graduate of École polytechnique, Montréal University, Stanford Sin Leng Low is a graduate of the University of Alberta (Canada) University (California) and Harvard University (Massachusetts), in Electrical engineering, has a Master of Business Administration Pierre Dufour began his career in 1976 at Lavalin Inc. (now from the Catholic University of Leuven (Belgium) and completed SNC-Lavalin Inc.), a leading engineering contractor in Montreal, the Advanced Management Program at Harvard Business Canada. From 1991 to 1997, he was Chief Executive Officer of School (USA). After spending part of her career in the Singapore SNC-Lavalin Inc. Pierre Dufour joined Air Liquide in 1997 as Vice government administrative service, Sin Leng Low held the duties President of Worldwide Engineering before his promotion to Group of Executive Vice President at electricity provider Singapore Power Industrial Director in 1998, overseeing the technical aspects of and Managing Director of its telecommunications subsidiary from Group operations worldwide. In 2000, he was appointed Chairman 1995 to 2000. In 2000, she joined energy, water, marine and urban and Chief Executive Officer of American Air Liquide Holdings development group Sembcorp Industries, where she successively Inc., in Houston, Texas and joined Air Liquide Group’s Executive held the positions of Group Chief Operating Officer and Executive Committee. He was appointed Senior Executive Vice President in Chairman of the subsidiary spearheading the industrialization 2007 and appointed to the Board of Directors in 2012. In charge of and urbanization development business in China, Vietnam and the Frankfurt hub since inception in 2014, he is also responsible for Indonesia until end 2012, and Senior Advisor for four years. the World Business Line Large Industries as well as Engineering & Positions and activities held during 2018 Construction, plus the Asia Pacific region. Since 2016, he is also Chairman of Airgas, Inc. Pierre Dufour has decided to claim his Functions within the Air Liquide Group pension entitlement and left his executive positions within the Director: L’ Air Liquide S.A.* (member of the Audit and Air Liquide Group by the end of 2017. Pierre Dufour will continue Accounts Committee since May 2015) to be a Director of L’ Air Liquide S.A. Positions or activities outside the Air Liquide Group Positions and activities held during 2018 Member of the Board of Trustees: Singapore University of Technology & Design (SUTD) Functions within the Air Liquide Group Chairman and Director: Nanyang Academy of Fine Arts Director: L’ Air Liquide S.A.* (Chairman of the Environment (NAFA) and Society Committee since May 2017) Chairman: Nanyang Fine Arts Foundation Limited, NAFA Director: Airgas, Inc. (until December 2018) International Pte Ltd Positions or activities outside the Air Liquide Group Executive Board member: China Cultural Center Director: Archer Daniels Midland Company* (member of the Audit Committee and the Compensation / Succession Committee); National Grid Plc* (member of the Safety, Environment and Health Committee, Remuneration Committee and Nominations Committee) (until July 2018)

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 27 Board of Directors

Annette WINKLER Philippe DUBRULLE

Independent Director – Member of the Remuneration Director representing the employees – Committee – Member of the Appointments and Governance Member of the Environment and Society Committee Committee Nationality: French Nationality: German Born on June 23, 1972 Born on September 27, 1959 Date of first appointment by the Group Committee in France: Date of first appointment: May 2014 June 2014 Start of current term: May 2018 Start of current term: May 2018 End of current term: 2022 End of current term: 2022 (Shareholders’ Meeting to approve the financial statements (Shareholders’ Meeting to approve the financial statements for the fiscal year ending December 31, 2021) for the fiscal year ending December 31, 2021) Number of shares owned as of December 31, 2018: 685 Career

Career An enginneering graduate from École Supérieure de l’Énergie et Doctor in Economics from the University of Frankfurt (Germany), des Matériaux, Philippe Dubrulle has held various positions as an Annette Winkler became the Managing Shareholder of a medium- engineer, Product Manager and International Sales Manager at sized construction company. In 1995, she joined the Mercedes-Benz several aeronautical group both in France and abroad. He joined group, where she held a variety of positions and in particular that Air Liquide group in 2008. Based in Sassenage, he is an employee of of Senior Director / Head Public Relations and Communications. the subsidiary Air Liquide Advanced Technologies. He is Programmes After spending two years as Head of the Mercedes-Benz sales & Services Manager, Aerospace & Defense. Philippe Dubrulle was and service outlet in Braunschweig, she became Chief Executive appointed as the Director representing the employees by the Group Officer of DaimlerChrysler Belgium and Luxembourg (1999-2005), Committee in France on June 18, 2014, his office was renewed by then Vice President of Global Business Management & Wholesale that same Committee, at its plenary session on December 6, 2017. A Europe (2006-2010). Vice President of Daimler AG, since 2010 she Member of the French Institute of Directors, he has been a Certified is Chief Executive Officer of smart (with overall responsibility for Company Director – ASC France since November 2016. the brand, also in charge of the smart factory in Lorraine). Positions and activities held during 2018 Positions and activities held during 2018 Functions within the Air Liquide Group Functions within the Air Liquide Group Director: L’ Air Liquide S.A.* (member of the Environment Director: L’ Air Liquide S.A.* (member of the Remuneration and Society Committee since May 2017) Committee since May 2015; member of the Appointments Programmes & Services Manager, Aerospace & Defense: and Governance Committee since May 2017) Air Liquide Advanced Technologies Positions or activities outside the Air Liquide Group Vice President: Daimler AG*, head of Smart Geneviève BERGER (until September 2018) (a) Member of the Counsel for Foreign Economic Affairs Independent Director – Member of the Environment and of the German Ministry for Economics Society Committee Nationality: French Born on January 26, 1955 Date of first appointment: May 2015 Start of current term: May 2015 End of current term: May 2019 (b) Number of shares owned as of December 31, 2018: 550 Career With a Ph.D. in physics, Doctor of Medecine and with a Ph.D. human biology, Geneviève Berger was Director of the mixed laboratory for parametric imaging CNRS-Broussais Hôtel-Dieu from 1991 to 2000. She was General Manager of the CNRS between 2000 and 2003. She served as University Professor and Hospital Managing Director at La Pitié-Salpêtrière between 2003 and 2008 before joining Unilever as Chief Research and Development Officer and then Chief Science Officer from 2008 to 2014. She has been the Head of the research departement at the Swiss company Firmenich since July 1, 2015. Positions and activities held during 2018 Functions within the Air Liquide Group Director: L’ Air Liquide S.A.* (member of the Environment and Society Committee since May 2017) Positions or activities outside the Air Liquide Group (a) From January 2019: member of the Supervisory Board of Mercedes-Benz South Head of the Research Department: Firmenich Africa. Non-executive Director and member of the Scientific (b) Renewal of term proposed to the Shareholders’ Meeting of May 7, 2019. Committee: AstraZeneca*

28 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Board of Directors Board of Directors

Brian GILVARY Xavier HUILLARD

Independent Director – Member of the Audit Independent Director – Chairman of the Remuneration and Account Committee Committee Nationality: British Nationality: French Born on February 12, 1962 Born on June 27, 1954 Date of first appointment: May 2016 Date of first appointment: May 2017 Start of current term: May 2016 Start of current term: May 2017 End of current term: 2020 End of current term: 2021 (Shareholders’ Meeting to approve the financial statements (Shareholders’ Meeting to approve the financial statements for the fiscal year ending December 31, 2021) for the fiscal year ending December 31, 2020) Number of shares owned as of December 31, 2018: 1,215 Number of shares owned as of December 31, 2018: 8,467 Career Career A British citizen, holder of a PhD in mathematics from the University Xavier Huillard is a graduate of the École polytechnique and the of Manchester (UK), Brian Gilvary joined BP group in 1986 where École nationale des ponts et chaussées. He has spent most of his he has spent his entire career. Following a variety of roles in the working life in the construction industry in France and abroad. He upstream, downstream and trading of the oil and gas business in joined Sogea in December 1996 as Deputy Chief Executive Officer Europe and the United States, he became the Downstream’s Chief in charge of international activities and specific projects, and then Financial Officer and Commercial Director from 2002 to 2005. became its Chairman and Chief Executive Officer in 1998. He From 2005 until 2009 he was Chief Executive of the integrated was appointed Deputy General Manager of VINCI in March 1998 supply and trading function. In 2010 he was appointed Deputy and was Chairman of VINCI Construction from 2000 to 2002. He Group Chief Financial Officer with responsibility for the finance was appointed Senior Executive Vice President of VINCI and was function. Brian Gilvary was appointed Chief Financial Officer of Chairman and Chief Executive Officer of VINCI Energies from BP on January 1, 2012. Having worked in both upstream and 2002 to 2004, then Chairman of VINCI Energies from 2004 to downstream, he has a strong experience of BP oil and gas business 2005. Xavier Huillard became Director and Chief Executive Officer and a significant expertise of finance and trading. of VINCI in 2006 and was appointed Chairman of the Board of Directors and Chief Executive Officer of VINCI on May 6, 2010. He Positions and activities held during 2018 was Chairman of the Institut de l’Entreprise from January 2011 to Functions within the Air Liquide Group January 2017. Xavier Huillard is Chairman of Vinci Concessions Director: L’ Air Liquide S.A.* (member of the Audit and since June 20, 2016. Accounts Committee since May 2017) Positions and activities held during 2018 Positions or activities outside the Air Liquide Group Chief Financial Officer and Director: BP p.l.c.* Functions within the Air Liquide Group Director: BP Capital Markets p.l.c., BP Car Fleet Limited, BP Director: L’ Air Liquide S.A.* (member of the Remuneration Corporate Holdings Limited, BP Finance p.l.c., BP Global Committee since May 2017 and Chairman of this Investments Limited, BP Holdings North America Limited, Committee since May 2018) BP International Limited, BP P.L.C. (Member of the “Results Positions or activities outside the Air Liquide Group Committee”), The BP Share Plans Trustees Limited Chairman and Chief Executive Officer: VINCI* Chairman: The 100 Group Permanent representative of VINCI on the Board Non-executive Director: Royal Navy Board of Directors of Aéroports de Paris* (member of the Non-executive Director: Francis Crick Institute Remuneration, Nomination and Governance Committee) Member: Trilateral Commission Chairman of the Supervisory Board: VINCI Deutschland GmbH Permanent representative of VINCI on the Board of Directors of VINCI Energies, and of Fabrique de la Cité Permanent representative of Snel on the Board of Directors of ASF Permanent representative of VINCI Autoroutes on the Board of Directors of Cofiroute Chairman: Fondation d’entreprise VINCI pour la Cité Director: Kansai Airports Member of the bureau: Institut de l’entreprise Vice-Chairman: Aurore Association Chairman: VINCI Concessions SAS

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 29 REMUNERATION OF THE EXECUTIVE OFFICERS

Summary of the elements of 2018 remuneration of Benoît Potier on which the shareholders are invited to vote

The elements of 2018 remuneration are available in the entirety in the 2018 Reference Document (pages 150 et seq.).

Fixed Amount: €1,325,000 remuneration The remuneration policy applicable to the Chairman and Chief Executive Officer was adopted by the Board of Directors on February 14, 2018 and approved by the Annual Shareholders’ Meeting on May 16, 2018. It is in line with the policy introduced in 2017, after the acquisition of Airgas, which was a major, transforming event for the Group. It reflects the increased level of responsibility of the Group’s Executive Officer and is adapted to the Group’s new context, remains competitive and is an incentive to promote the Group’s performance over the medium and long-term, in accordance with the Company’s interests and the interests of all the stakeholders. In this connection, the fixed remuneration is determined taking account of the level of responsibilities, the experience in the management duties and market practices. It represents approximately 25% of the total annual remuneration. In the Group’s new context following the acquisition of Airgas, it had been decided to reposition the remuneration of the Chairman and Chief Executive Officer for 2017/2018, subject to a good performance, a successful integration of Airgas and the achievement of the Airgas synergies in line with the forecasts for the end of 2017. Since the conditions for this repositioning have been achieved, in accordance with the principles approved by the Shareholders’ Meeting, the total annual target remuneration for 2018 has increased by +5.2% as compared to 2017, the fixed remuneration increasing by +3.9%. As announced, this repositioning is now finalized. Over the last five years, Benoît Potier’s fixed remuneration has undergone an average annual increase of +3.8%. Annual variable Amount: €2,005,653 remuneration The target variable remuneration is equal to 150% of the fixed remuneration. The variable remuneration is limited to 167% of the fixed remuneration. The target variable remuneration is linked in 2018: For 105% of the fixed remuneration (with a maximum of 122% of the fixed remuneration), to three (quantifiable) financial criteria, and For 45% of the fixed remuneration (target variable and maximum remuneration), to (qualitative) personal criteria. Assessment for 2018: Concerning the (quantifiable) financial criteria, the results for 2018 were above the target for the recurring EPS and revenue criteria and slightly below the target for the ROCE. The amount of the variable remuneration relating to these criteria is as follows: Recurring EPS: 45.2% of the fixed remuneration, representing 113.1% of the target remuneration for this criterion, ROCE: 42.3% of the fixed remuneration, representing 94% of the target remuneration for this criterion, Revenue: 21.1% of the fixed remuneration, representing 105.5% of the target remuneration for this criterion. The performance concerning the (qualitative) personal objectives was held to be excellent. The assessment of their achievement is detailed in the Reference Document (pages 151-152). The amount of the variable remuneration relating to these criteria is as follows: CSR: 13.5% of the fixed remuneration, representing 90% of the target remuneration for this criterion, Organization/Human Resources: 14.3% of the fixed remuneration, representing 95% of the target remuneration for this criterion, Individual performance: 15% of the fixed remuneration, representing 100% of the target remuneration for this criterion.

30 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Remuneration of the executive officers

Annual variable The amount of the variable remuneration relating to the personal objectives is thus 43% of the fixed remuneration remuneration (95% of the target remuneration for these objectives). Overall, the total amount of the variable remuneration is at the target, up by +2.8% as compared to the variable remuneration for 2017. As an annualized average, Benoît Potier’s variable remuneration has increased by +6.8% over 3 years, by +6.1% over 5 years and by +3% over 10 years. The total amount of the variable remuneration due for the 2018 fiscal year in respect of the term of office will be paid in 2019, after approval of the financial statements by the Annual Shareholders’ Meeting it being noted that its payment is conditional on approval by an Annual Shareholders’ Meeting of the elements of Benoît Potier’s remuneration for 2018, under the conditions provided by article L. 225-100 of the French Commercial Code. There is no deferred annual variable remuneration mechanism, multi-annual variable remuneration mechanism or exceptional remuneration. Stock options, Total IFRS value (IFRS 2 norm): €2,249,963 performance September 25, 2018 plans (stock options and performance shares) shares or any 23,690 stock options - Accounting valuation of the options (according to IFRS 2 norm): €449,714 other long-term element of 18,230 performance shares - Accounting valuation of the performance shares (according to IFRS 2 norm): remuneration €1,800,249 Performance conditions The stock options and performance shares awarded are all accompanied by performance conditions which are common to both tools and are calculated over three years: Recurring EPS, Total Shareholder Return, including an element of relative comparison.

Directors’ fees Benoît Potier does not receive any directors’ fees in respect of his term of office as Director.

Other benefits Amount: €10,075 The benefits in kind (accounting valuation) include the use of a company car and the payment to a third-party of the unemployment insurance contributions for company managers and corporate officers.

Termination €0 received indemnity Benoît Potier benefits notably from a defined benefit pension plan that is subject to performance conditions since Supplementary the renewal of this term of office on May 16, 2018. For the period from this renewal to the end of the fiscal year, pension plans the Board of Directors recorded, on February 13, 2019, that the performance condition had been 100% achieved. Collective life insurance plan Collective death and disability benefits plan (regulated agreements and commitments)

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 31 Remuneration of the executive officers

Summary of the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional elements which make up the total remuneration and the benefits of any kind which may be granted to the Executive Officers

The principles and criteria established in compliance with Article This remuneration policy, which is applicable to the Chairman L. 225-37-2 of the French Commercial Code are described in their and Chief Executive Officer, applies whether the Group’s senior entirety in the Reference Document 2018 (pages 156 et seq.). Executive Officer acts as the Chairman and Chief Executive Officer The remuneration policy is in line with the policies approved by the or, if circumstances so require, the Chief Executive Officer of the Annual Shareholders’ Meetings on May 3, 2017 and May 16, 2018. It Company. In such circumstances, a Chairman who does not also was adopted by the Board of Directors on February 13, 2019, upon have the duties of Chief Executive Officer would receive fixed the recommendation of the Remuneration Committee. remuneration to the exclusion of any variable remuneration. The remuneration policy reflects the increased level of responsibility Furthermore, if such a situation were to arise, the remuneration policy of the Group’s senior executive and is adapted to the Group’s new applicable to a Senior Executive Vice-President would be determined context, remains competitive and is an incentive to promote the on the basis of the policy applicable to a Chief Executive Officer of Group’s performance over the medium to long-term, in compliance the Company, after taking account, however, of the difference in the with the Company’s interests and the interests of all the stakeholders. level of responsibility, consistent with the earlier practices applied at the Company for this type of Executive Officer.

1.1. PRINCIPLES AND STRUCTURE OF THE TOTAL ANNUAL REMUNERATION The variable remuneration and the combined elements of long- remuneration are unchanged: term incentive (or “LTI”) continues to represent approximately (i) the variable part continues to be expressed as a target 75% of the total annual remuneration. Accordingly, the fixed variable remuneration (150% of the fixed remuneration) and remuneration represents approximately 25%, the variable as a maximum (167% of the fixed remuneration); remuneration 35% and the LTI 40% of the total remuneration (ii) concerning the weighting of the various criteria adopted: (slightly greater weight given to the LTI); −− a greater relative weight is still given to the quantifiable Criteria for the variable remuneration and the LTI: taking into criteria as compared to the qualitative criteria, account remarks made by shareholders, the Board decided, on the recommendation of the Remuneration Committee, to change −− each quantifiable criterion is assigned a target weighting the performance criteria to which these two remuneration tools corresponding to a 100% achievement of the target are subject with effect from 2019. Accordingly, the EPS criterion objective set at the beginning of the year, and a maximum will henceforth only be taken into account in one remuneration weighting, tool: it remains a criterion for the annual variable remuneration, −− a weighting is allocated to each of the qualitative criteria, but is no longer included in the performance criteria for the −− the rate of achievement of the objectives for the variable LTI. Furthermore, the ROCE becomes a criterion for the long remuneration as a percentage of the fixed remuneration term remuneration (LTI) as a replacement for the EPS. The and, hence as a percentage of the target variable revenue criterion is maintained as a criterion for the variable remuneration for this criterion, will be communicated remuneration; ex post. The Annual Shareholders’ Meeting on May 7, 2019 being asked Finally, the other principles which apply to the LTI are also to decide upon the renewal of the authorizations for the grant of  unchanged (the proration of the LTI in the event of the stock-options and performance shares, the Board of Directors Executive Officer’s departure during the period of assessment proposes that the Shareholders’ Meeting reduce the sub-limits of the performance conditions, the level of requirement of the on the grants to the Executive Officers in order to bring them objectives, the rules which are specific to the Executive Officers closer to the historical levels of grants by the Board. as described below). The other principles which apply to the annual variable

1.2. IMPLEMENTATION FOR THE 2019 REMUNERATION

Fixed remuneration The fixed remuneration is determined on the basis of the level of responsibility and experience in the executive management function and market practices. The fixed remuneration will represent approximately 25% of the total target annual remuneration.

32 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Remuneration of the executive officers Remuneration of the executive officers

Variable remuneration The 2019 variable remuneration is as follows: Target Maximum As a % of As a % As a % As a % the fixed based of the fixed based Indicator remuneration on 100 remuneration on 100 FINANCIAL CRITERIA (QUANTIFIABLE) including: 105 70 122 73 Recurring EPS 75 50 87 52 Consolidated revenue 30 20 35 21 PERSONAL CRITERIA (QUALITATIVE) including: 45 30 45 27 CSR (safety and reliability / Sustainable Development) 15 10 15 9 Organization / Human Resources 15 10 15 9 Individual performance 15 10 15 9 TOTAL (financial and personal criteria) 150 100 167 100

The target objectives are not made public for confidentiality reasons. limits for the grants to the Executive Officers, expressed (i) as a Nonetheless, the rates of achievement of the objectives for the percentage of the share capital and for each Executive Officer variable remuneration as a percentage of the fixed remuneration (ii) as a multiple of their remuneration, in accordance with the and, hence, as a percentage of the target remuneration for this recommendations of the AFEP/MEDEF Code. Accordingly, the criterion, will be communicated ex post. total aggregate IFRS value of the LTI granted cannot exceed 1.5 times the amount of the Executive Officer’s maximum Other components of annual remuneration gross annual remuneration, it being noted moreover that, in The benefits in kind include the use of a company car as well accordance with the 2019 remuneration policy, the grant of as contributions to the unemployment insurance for company LTI represents approximately 40% of the Executive Officer’s managers and corporate officers. total annual remuneration. In accordance with the Group’s internal practice, the Chairman of the Implementation, with effect from 2018, of the principle of Board of Directors, like any other Executive Officer, does not receive a proration on the basis of the actual presence of the any Directors’ fees, if he holds executive duties at L’ Air Liquide S.A. Executive Officer, in the event of a departure (a) during the period of assessment of the performance conditions. Long-term remuneration components The Board confirmed that, in accordance with the principle Other remuneration components adopted in 2016, the award of performance shares and options The Board of Directors takes into account, in the overall assessment to the Executive Officer and the changes therein over time will and determination of the Executive Officers’ remuneration, the be assessed in terms of the IFRS value (and no longer in terms other elements of remuneration submitted for the approval of the of the volumes granted), for all stock option and performance Annual Shareholders’ Meeting within the scope of the regulated share plans combined. agreements and commitments procedure. The stock options and performance shares granted are The long-term commitments relating to the Executive Officers subject to performance conditions that apply to both the are usually as follows: (i) a defined benefit pension plan which stock option and performance share plans and are calculated applies to eligible senior managers and Executive Officers (subject over a period of three years. For 2019 plans, they will depend to performance conditions for Benoît Potier since the renewal of on the Return on capital employed after tax (ROCE) and the his term of office in 2018); (ii) a collective life insurance plan; (iii) total shareholder return (TSR) (see detailed description in the a death and disability benefits plan; (iv) commitments to pay an Reference Document). The stock options and performance indemnity in the event of the termination of duties at the Company’s shares are also subject to a requirement of continued presence. initiative, in certain circumstances, subject to performance At the time of renewal of the authorizations for the grant of stock conditions calculated over a three-year period; (v) entitlement to options and performance shares, the Board of Directors proposes unemployment insurance for company managers and corporate that the Shareholders’ Meeting reduce by one-third each of the officers, in the absence of an employment contract with the Group. sub-limits on the grants to the Executive Officers submitted to Benoît Potier also benefits from a defined contribution pension plan the Annual Shareholders’ Meeting in order to bring them closer to which applies to all the employees. the historical levels of grants by the Board. Consequently, subject If amendments are made to the regulations governing the defined to the approval of the resolutions by the Annual Shareholders’ benefit pension plans S, the Board of Directors might have to amend Meeting on May 7, 2019, the number of stock options granted to the existing defined benefit pension plan or put an alternative the Executive Officers may not exceed 0.2% of the share capital system in place. This alternative system, if implemented, would be (instead of 0.3% previously) and the number of performance subject to performance conditions in accordance with the AFEP/ shares granted to the Executive Officers may not exceed 0.1% MEDEF Code. of the share capital (instead of 0.15% previously). These agreements are included in the Statutory Auditors’ Special Within the scope of these sub-limits authorized by the Annual Report on regulated agreements and commitments (see 2018 Shareholders’ Meeting, the Board of Directors sets lower annual Reference Document pages 327 et seq. and the Company’s website).

(a) For a reason other than resignation or removal from office for serious cause, which are events of loss of the LTI.

AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 33 FURTHER INFORMATION ON THE REMUNERATION OF THE EXECUTIVE OFFICER

Summary of remuneration and stock options and performance shares granted to the Executive Officer

(in thousand of euros, rounded off) 2016 2017 2018

Benoît Potier – Chairman and Chief Executive Officer:

Remuneration due in respect of the fiscal year 2,443 3,236 3,341

Value of stock options granted during the fiscal year 619 425 450

Value of performance shares granted during the fiscal year: Annual Plan 1,275 (a) 1,675 1,800 July 29, 2016 "Airgas" Plan 1,495 N/A N/A TOTAL 5,832 5,336 5,591 (a) November 29, 2016 Plan.

34 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 7, 2019 Please join us on May 7, 2019

Further Cautionary note regarding forward-looking statements

This document contains information on the Group’s prospects, objectives and trends for growth. These forward-looking statements can be identified by the use of the future tense, conditional or of forward-looking terms such as “consider”, “intend”, “anticipate”, “believe”, “estimate”, “plan”, “expect”, “think”, “aim”, or, as the case may be, the negative of these words, or any other terms with a similar meaning. This information is not based on historical data and should not be considered as a guarantee that the prospects and objectives described will be achieved. These statements are based on data, assumptions and estimates considered reasonable by the Group as of the date of this document. They may be affected by known or unknown risks, uncertainties and other factors which might impact future results, performances and achievements of the Group in a way that is substantially different from the objectives described. This information might therefore change due to uncertainties relating notably to the economic, financial, competitive and regulatory environment or due to the occurrence of certain risks described in Chapter 1 of the Reference Document. This information is given solely as of the date of this Reference Document. All forward-looking statements contained in this Reference Document are qualified in their entirety by this cautionary note.

Realisation: Cover: Angie Photos credits: Stéphane Rémael/ Antoine Doyen/ © Getty Images/La Company Invitation to Shareholders’ Meeting

Combined Shareholders’ Meeting As registered Shareholders*, of May 7, 2019 at 3:00 p.m., at le Palais des Congrès opt for the electronic 2, place de la Porte Maillot invitation 75017 Paris, France

FOR THE  SHAREHOLDERS’ MEETING

To opt for the electronic invitation, access your personal online Account at www.airliquide.com, Shareholders section, using your email and your access code.

*Direct or intermediary registered shareholders.

WRITE TO US CONTACT US

directly on our site: Air Liquide https://contact.shareholders.airliquide.com Shareholder Services 75, quai d’Orsay or from the Shareholders section TSA 70737 of our website 75329 Paris Cedex 07 www.airliquide.com 0800 166 179 Calls are free from a French landline or + 33 (0)1 57 05 02 26 from outside France

Air Liquide - Company established for the study and application of processes developed by Georges Claude with issued capital of 2,361,913,658.50 euros.

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