15th resolution  [ Return towards  Draft resolutions  ]

It is proposed to the shareholders to empower the Board of Directors to issue share subscription warrants and to freely award them to all shareholders in case a public tender offer is launched on the Company within a period of 18 months from the date of this Shareholders’ Meeting, should such an offer in particular be initiated by an entity not subject to the same restrictions in its actions as Air Liquide in the context of a public offer (case of an absence of reciprocity).

Air Liquide’s business model is based on performance and long term value creation and the primary mission of the Board of Directors is to preserve the interests of the Company and its shareholders. The Board of Directors considers in that respect that the power to issue such warrants in case an offer is launched on the Company would be fully in compliance with the interests of the Company and its shareholders and complies with the Company’s values. Indeed, this mechanism is aimed at ensuring the full valuation of the Company in the context of a public offer by inducing the bidder to negotiate an improved price in case the initial price was deemed inadequate. This mechanism is strictly defined by law and the AMF General Regulation.

This delegation will be used only if the Board of Directors deems that an offer is contrary to the interests of the Company and its shareholders. The Board of Directors may consult any outside expert of its choosing to assist in making this determination and to assess if the absence of reciprocity applies or not to the offer.

In case this delegation is used, the Board shall report to the shareholders, at the time of the issuance of the warrants, the reasons why it deems that the offer is not in the interest of the Company and its shareholders, justifying therefore the issuance of the warrants.

The number of warrants to be issued would be limited to the number of shares forming the share capital on the date of the issuance of the warrants and the nominal amount of the capital increase that would result from the exercise of the warrants would be capped at 714 million euros, namely 50% of the share capital after taking into account the allocation of free shares scheduled to be effected on June 9, 2008.

The Board of Directors will be able to use this authorization in case of a tender offer launched within a period of 18 months after the vote of this resolution. In practice, a periodic consultation of the shareholders will be necessary for the renewal of the authorization.

Delegation of powers to the Board in order to issue free share subscription warrants if a public offer is launched on the Company

The Extraordinary General Meeting, deliberating under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Board report and the Statutory auditors special report and deliberating in accordance with Sections L.233-32 II and L.233-33 of the Commercial Code:

• delegates to the Board the power to decide, if a public offer is launched on the Company:
  • the issuance, in one or several installments, in the amount and on the dates it will determine, of warrants allowing to subscribe on preferential terms, to one or several shares of the Company,
  • their free allocation to any person who is a shareholder of the Company before the offer period ends, and
  • the terms and conditions of the issuance of such warrants and their characteristics, such as the subscription price and more generally the terms of any issuance based on this resolution;
• decides that the total nominal amount of the share capital increase that would result from the exercise of the warrants shall not exceed 714 million euros, this maximum being set independently of any other maximum related to the issuances of equity securities or securities giving access to equity authorized by this General Meeting or any previous general meeting; this limit will be increased by the amount corresponding to the nominal value of the securities necessary to the realization of the adjustments to be made in accordance with applicable legislative and regulatory provisions (in particular in case of a modification of the par value of the shares, a capital increase by incorporation of reserves, issuance of new equity securities with a preferential subscription right reserved to the shareholders) and if need be, in accordance with the contractual provisions providing for other cases of adjustment, to preserve the rights of the warrants holders here above mentioned;
• decides that the maximum number of warrants that could be issued shall not exceed the number of shares forming the share capital at the time of the issuance of the warrants;
• decides that the present delegation will be used only if a public offer is launched on the Company;
• decides that the Board, with the power to sub-delegate within the limits set by the bylaws or by law, will have all the powers to implement, in the conditions provided by law, this delegation.
• These warrants will lapse automatically as soon as the public offer or any potential competitive offer fails, lapses or is withdrawn; the warrants which would lapse in accordance with the law shall not be taken into account for the calculation of the maximum number of warrants which may be issued, as mentioned under 3 above.

This delegation is given to the Board for a period which shall expire at the end of the offer period of any tender offer filed on the Company within 18 months from the date of this General Meeting.