Air Liquide Sa · EURONEXT:AI
Air Liquide Sa — Shareholder Meeting (May 2020)
96 slides from Air Liquide Sa's shareholder meeting presentation, May 5, 2020
Slide 1: ©Jonathan Westpalm Van Hoorn
©Jonathan Westpalm Van Hoorn
Slide 2: 2020 General Meeting
2020 General Meeti
Slide 3: Benoît Potier, Chairman and CEO
Benoît Potier Chairman and CEO
Slide 4: Official opening
Official opening Approval of the Company financial statements for the year ended December 31, 2019 Approval of the consolidated financial statements for the year ended December 31, 2019 Appropriation of 2019 earnings; setting of the dividend Authorization granted to the Board of Directors for a peri
Slide 5: Official opening
Official opening Authorization granted to the Board of Directors for a period of 24 months to reduce the share capital by cancellation of treasury shares Delegation of authority granted to the Board of Directors for a period of 26 months in order to increase the share capital through capitalization
Slide 6: Pre-General Meeting survey
Pre-General Meeting survey ONLINE QUESTIONNAIRE TOP 5 OF POPULAR THEMES +6,600 Answers Strategy & Outlook of respondents 2019 Results 62% have owned their Innovation and Research shares for more than 10 years & Development Energy transition Markets of spontaneous 40% questions are Shareholder policy
Slide 7: Agenda
Agenda 1 OFFICIAL OPENING 2 2019 RESULTS 3 STRATEGIC OVERVIEW 4 GOVERNANCE Reprise caméra 5 REMUNERATION 6 STATUTORY AUDITORS’ REPORTS 7 QUESTIONS & ANSWERS 8 VOTE ON RESOLUTIONS
Slide 8: Emilie and her son, William, Air Liquide shareholder
“My stake in the future is sharing the values of environmental responsibility and innovation, which I would like to pass on to my children.” Emilie and her son, William, Air Liquide shareholder for a few months
Slide 9: Fabienne Lecorvaisier, Executive Vice-President and CFO
Fabienne Lecorvaisier Executive Vice-President and Chief Financial Officer Emilie and her son, William, Air Liquide shareholder for a few months
Slide 10: 2019, a landmark year
2019, a landmark year Step-up in High level of Commitment performance investments for to climate improvement customers and reaffirmed efficiency
Slide 11: Robust sales growth
Robust sales growth +4% Group Sales evolution in € bn € 22 bn 22 20 18 16 14 12 2016 2017 2018 2019 Comparable(1) growth 2019/2018 + 3% (1) Sales growth excluding currency, energy and significant scope impacts
Slide 12: Robust sales growth
Robust sales growth Group Sales 2019 ENGINEERING & CONSTRUCTION GAS & SERVICES On comparable basis 22 € 96% bn + 3.5% § All geographies § Healthcare and Electronics GLOBAL MARKETS & TECHNOLOGIES On comparable basis : sales growth excluding currency, energy and significant scope impacts
Slide 13: Strong progression of all performance indicators
Strong progression of all performance indicators OPERATING INCOME Active management RECURRING 10.0% + Pricing / product-mix RECURRING NET PROFIT(1) 11.1% + Efficiency Asset portfolio CASH FLOW(2) 14.5% + (1) Excluding exceptional and significant operations not impacting the Operating Income Recurrin
Slide 14: Further improvement of Operating margin
Further improvement of Operating margin Operating Efficiencies achieved margin in € M 2019 Objective € 400 M 351 /year 323 17.3% Objective € 300 M 315 /year + 70 bps excluding energy 2016 2017 2018 2019
Slide 15: Strong recurring net profit
Strong recurring net profit 2018 2019 2019/2018 in € M As published As published As published Revenue 21,011 21,920 +4.3% Operating Income Recurring 3,449 3,794 +10.0% Other non-recurring operating income & (162) (188) expenses Operating income 3,287 3,606 Net financial costs and other net financial
Slide 16: Solidity and performance
Solidity and performance Continued reduction of Net debt Regular improvement In % of Return on capital employed “ROCE” In % +60 bps Net Debt / 8.6%(2) Equity 64.0% 2016 2017 2018 2019 2016 ajusted 2017 (1) 2018 2019 (1) Excluding positive impact on 2017 net profit of non-cash one-off items (2) Recur
Slide 17: New record of investment decisions
New record of investment decisions Industrial decisions Acquisitions €3.2 bn €0.5 bn for our for our for the customers efficiency climate
Slide 18: Continuous improvement of the extra-financial performance
Continuous improvement of the extra-financial performance Strengthening safety Increasing diversity Commitment to climate
Slide 19: Good resilience of the business in the 1st quarter 2020
Good resilience of the business in the 1st quarter 2020 Comparable Gas & Services Sales growth Gas & Services Sales contribution Q1 2020/2019 Q1 2020 AMERICAS EUROPE 41% 34% +3% -1% €5.2 +1% bn MIDDLE-EAST ASIA PACIFIC & AFRICA 3% 22% Sales growth excluding currency, energy and significant scope imp
Slide 20: Slide 20
Slide 21: Léo, shareholder since a few months, and his parents
“Léo’s stake in the future is in line with a company that strives to protect mankind and the planet.” Léo, shareholder since a few months, and his parents, Camille and Olivier
Slide 22: Benoît Potier, Chairman and CEO
Benoît Potier Chairman and CEO Léo, shareholder since a few months, and his parents, Camille and Olivier
Slide 23: 2020, a new decade
2020, a new decade Reprise caméra
Slide 24: Air Liquide's mobilization
AIR LIQUIDE’S MOBILIZATION _
Slide 25: Business continuity plan implementation
Business continuity plan implementation Reorganize day to day work Ensure collaborators safety Reprise caméra Serve our clients and our patients Respect our contracts Sustain economic activity
Slide 26: Continuity plans facilitated by digital
Continuity plans facilitated by digital Office IT tools enabling teleworking Reprise caméra Investments in industrial IT
Slide 27: Worldwide solidarity
Worldwide solidarity Reprise caméra Airgas masks sent to teams in China
Slide 28: Healthcare team mobilization: Medical Oxygen
Medical Oxygen Healthcare team mobilization Reprise caméra
Slide 29: Healthcare team mobilization: Respirators
Healthcare team mobilization Reprise caméra Respirators
Slide 30: Air Liquide, a resilient group
AIR LIQUIDE, A RESILIENT GROUP
Slide 31: Measures undertaken
Measures undertaken Cash and cost control Reprise caméra Efficiency investments Liquidity strengthening € 1 billion
Slide 32: Evolution of our markets
Evolution of our markets Reprise caméra
Slide 33: 2020 outlook
2020 outlook Assuming the hypothesis of a gradual relaxation of lockdown measures at the beginning of the 3rd quarter, Air Liquide is confident in its ability to: Further increase Deliver net profit its operating close to 2019 level, margin at constant exchange rates
Slide 34: The major questions raised by the crisis
THE MAJOR QUESTIONS RAISED BY THE CRISIS
Slide 35: Globalization
Globalization Reprise caméra
Slide 36: Organizing healthcare at a global level
Organizing healthcare at a global level Reprise caméra
Slide 37: Protecting the environment
Protecting the environment Reprise caméra
Slide 38: Digital safety
Digital safety Reprise caméra
Slide 39: Preparing the future
PREPARING THE FUTURE
Slide 40: Air Liquide's business model and strengths
Air Liquide’s business model Essential and strengths products Diversified and At the heart complementary of Local markets economies Long-term contractual relationships
Slide 41: Air Liquide's business model and strengths
Air Liquide’s business model At the heart of major and strengths transformations Climate Energy transition Healthcare Digital
Slide 42: Air Liquide's business model and strengths
Climate Air Liquide’s business model At the heart Energy transition of major and strengths transformations Healthcare Digital Loyal and stable Balanced shareholder geographical base presence Strong culture Research and committed and innovative employees technologies
Slide 43: A unique shareholder relationship
A UNIQUE SHAREHOLDER RELATIONSHIP
Slide 44: A relation based on trust and loyalty
A relation based on trust and loyalty 420,000 Individual Shareholders 32% of the capital Reprise caméra 35 Shareholder advisors And many institutional shareholders Data as of December 31, 2019
Slide 45: A relation based on trust and loyalty
A relation based on trust and loyalty Strong 2019 Support to 2020 performance economic activity Increase €2.70 +2.5% per share (+12.4% taking into account Dividend the free share grant) Data as of December 31, 2019
Slide 46: Baye Souleye, Air Liquide shareholder for one year
“My stake in the future is taking part to the journey of a company which helps to advance technologies to meet healthcare needs.” Baye Souleye, Air Liquide shareholder for one year
Slide 47: Benoît Potier, Chairman and CEO
Benoît Potier Chairman and CEO Baye Souleye, Air Liquide shareholder for one year
Slide 48: Evolution of your Board of Directors
Evolution of your Board of Directors KAREN KATEN PIERRE DUFOUR 5th resolution BRIAN GILVARY
Slide 49: Evolution of your Board of Directors
Evolution of your Board of Directors 6th 7th resolution resolution ANETTE BRONDER KIM ANN MINK
Slide 50: Your Board of Directors at the end of this General Meeting
Your Board of Directors at the end of this General meeting 12 MEMBERS 5 9 6 1 Nationalities Independent Women Director Directors representing the employees 82% 55%
Slide 51: Cécile, Air Liquide shareholder for 38 years
“My stake in the future, is to invest in supporting activities that make sense.” Cécile, Air Liquide shareholder for 38 years
Slide 52: Xavier Huillard, Chairman of the Remuneration Committee
Xavier Huillard Chairman of the Remuneration Committee Cécile, Air Liquide shareholder for 38 years
Slide 53: Corporate Officers' remuneration
Corporate Officers’ remuneration 9th 10th 11th resolution resolution resolution 2019 Remuneration Remuneration Remuneration Report Policy Xavier Huillard Chairman of the Remuneration Committee Benoît POTIER Corporate Officers: Corporate Officers Benoît POTIER and Directors of the Board
Slide 54: Vote on the 2019 Remuneration of the Chairman and CEO
Vote on the 2019 Remuneration of the Chairman and CEO 9th resolution Var. Variable in € M 2019/2018 remuneration in respect of 2019 Fixed 1.325 stable Quantifiable criteria § EPS: results above Variable 2.065 +2.9% the target § Sales: slightly lower than target Xavier Huillard Chairman of the Long t
Slide 55: Global vote on Corporate Officers' remuneration
New - PACTE Law Global vote on Corporate Officers’ remuneration 10th Remuneration of Remuneration of resolution the Chairman and CEO non executive Directors 2019(1) Remuneration ratios Consistency with past practice § Employee average 50 § Employee median 72 5-year comparative changes in remuneratio
Slide 56: Corporate Officers' remuneration policy
Corporate Officers’ remuneration policy Chairman and CEO Continuity of the principles Pages 11th 178 to 186 resolution Performance Unchanged criteria for criteria variable remuneration: Stability of the total aligned on Quantifiable Qualitative target remuneration company strategy Xavier Huillard ob
Slide 57: Corporate Officers' remuneration policy
Corporate Officers’ remuneration policy Chairman and CEO 11th Two evolutions resolution Pages 166-167 Long term remuneration criteria Reform of the (also applicable to beneficiary employees) defined benefit pension plans 10% Carbon intensity reduction § Defined benefit pension plan Return on Capital
Slide 58: Non executive Directors' remuneration
Non executive Directors’ remuneration New 11th 12th resolution resolution Remuneration envelope Remuneration policy as from 2020 A remuneration which is € 1.15M € 1.3M competitive internationally /year /year Preponderance of Variable remuneration Increasing number of Xavier Huillard meetings Chairma
Slide 59: Damien, Air Liquide shareholder for 2 years
“My stake in the future, is to share the Group's ambition to see the development of low-carbon mobility.” Damien, Air Liquide shareholder for 2 years
Slide 60: Françoise Garnier, Auditor, PricewaterhouseCoopers
Françoise Garnier Auditor, PricewaterhouseCoopers Damien, Air Liquide shareholder for 2 years
Slide 61: Statutory Auditor's Reports
Statutory Auditor’s Reports Ordinary Extraordinary General meeting General meeting § Report on the financial § 3 reports related to statements of the Parent operations on the Company company’s share capital (resolutions 13, 15 and 16) § Report on the consolidated financial statements Françoise Garni
Slide 62: Report on L'Air Liquide SA financial statements
Report on L’Air Liquide SA financial statements 1st resolution Approval of the parent company financial statements for 2019 Pages 282-284 In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at December 31, 2
Slide 63: Report on Air Liquide Consolidated financial statements
Report on Air Liquide Consolidated financial statements Approval of the consolidated financial 2nd statements for 2019 resolution In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31
Slide 64: Special report on related party agreements
Special report on related party agreements Agreements approved during prior fiscal years 8th resolution § Life insurance contract This agreement is related to Benoît Potier. § In accordance with the Ordinance No. 2019-1234 dated November 27, 2019 relating to the remuneration of Corporate Officers, c
Slide 65: Report related to operations on the share capital
Report related to operations on the share capital 13th resolution Share capital reduction 15th 16th Capital increase reserved Pages resolutions for employees 347-349 Françoise Garnier No matters to report. PricewaterhouseCoopers We will prepare an additional report if and when the Board of Directors
Slide 66: Marie, Air Liquide shareholder for 16 years
“My stake in the future is being associated with an innovative Group that is interested in a field important to me: healthcare.” Marie, Air Liquide shareholder for 16 years
Slide 67: Benoît Potier, Chairman and CEO
Benoît Potier Chairman and CEO Marie, Air Liquide shareholder for 16 years
Slide 68: Questions & Answers
Questions & Answers Questions raised via internet Anonymous Question analysis NEW and ranking EXCLUSIVE FRAMEWORK Chairman’s answers to maintain the to the most requested shareholder dialogue themes
Slide 69: Top 5 themes of questions
Covid-19 Impact TOP 5 100 Shareholding 80 Policy Climate and Hydrogen Strategy and 60 Perspectives 40 Human 20 Resources 0
Slide 70: Bernadette and Henri, Air Liquide shareholders
“Our stake in the future is supporting an exceptional industrial heritage and passing it on to future generations.” Bernadette and Henri, Air Liquide shareholders for more than 20 years
Slide 71: Benoît Potier, Chairman and CEO
Benoît Potier Chairman and CEO Bernadette and Henri, Air Liquide shareholders for more than 20 years
Slide 72: Resolution 01
Resolution 01 Ordinary General Meeting Approval of the Company financial In favor statements for the year ended December 31, 2019 99.58% Resolution approved
Slide 73: Resolution 02
Resolution 02 Ordinary General Meeting Approval of the consolidated In favor financial statements for the year ended December 31, 2019 99.58% Resolution approved
Slide 74: Resolution 03
Resolution 03 Ordinary General Meeting Appropriation of 2019 earnings; In favor setting of the dividend 99.43% Resolution approved
Slide 75: Resolution 04
Resolution 04 Ordinary General Meeting Authorization granted to the Board In favor of Directors for a period of 18 months to allow the Company to trade in its own shares 98.21% Resolution approved
Slide 76: Resolution 05
Resolution 05 Ordinary General Meeting Renewal of the term of office In favor of Mr Brian Gilvary as Director 85.48% Resolution approved
Slide 77: Resolution 06
Resolution 06 Ordinary General Meeting Appointment of Ms Anette Bronder In favor as Company Director 99.81% Resolution approved
Slide 78: Resolution 07
Resolution 07 Ordinary General Meeting Appointment of Ms Kim Ann Mink In favor as Company Director 99.79% Resolution approved
Slide 79: Resolution 08
Resolution 08 Ordinary General Meeting Statutory Auditors’ Special Report In favor on agreements covered by articles L.225-38 et seq. of the French Commercial Code 99.79% Resolution approved
Slide 80: Resolution 09
Resolution 09 Ordinary General Meeting Approval of the elements In favor of remuneration paid during or awarded in respect of the fiscal year ended December 31, 2019 to Mr Benoît Potier 89.56% Resolution approved
Slide 81: Resolution 10
Resolution 10 Ordinary General Meeting Approval of information relating In favor to the remuneration of Corporate Officers stated in paragraph I of article L. 225-37-3 of the French Commercial Code 93.47% Resolution approved
Slide 82: Resolution 11
Resolution 11 Ordinary General Meeting Approval of the remuneration policy In favor applicable to Corporate Officers 88.83% Resolution approved
Slide 83: Resolution 12
Resolution 12 Ordinary General Meeting Setting of the total annual amount In favor of Directors’ remuneration 97.54% Resolution approved
Slide 84: Resolution 13
Resolution 13 Extraordinary General Meeting Authorization granted to the Board In favor of Directors for a period of 24 months to reduce the share capital by cancellation of treasury shares 98.94% Resolution approved
Slide 85: Resolution 14
Resolution 14 Extraordinary General Meeting Delegation of authority granted In favor to the Board of Directors for a period of 26 months in order to increase the share capital through capitalization of additional paid-in capital, reserves, profits or any other amount that may be 99.88% capitalized,
Slide 86: Resolution 15
Resolution 15 Extraordinary General Meeting Delegation of authority granted In favor to the Board of Directors for a period of 26 months to perform share capital increases, with cancellation of preferential subscription rights, reserved for members of a Company or Group 98.97% Savings Plan Resolutio
Slide 87: Resolution 16
Resolution 16 Extraordinary General Meeting Delegation of authority granted In favor to the Board of Directors for a period of 18 months to perform share capital increases, with cancellation of preferential subscription rights, reserved for a category of beneficiaries 98.85% Resolution approved
Slide 88: Resolution 17
Resolution 17 Extraordinary General Meeting Harmonization of article 11 of the In favor articles of association (Composition of the Board of Directors) with the provisions of the PACTE Law in relation to Directors representing employees 99.94% Resolution approved
Slide 89: Resolution 18
Resolution 18 Extraordinary General Meeting Modification to article 15 of the In favor articles of association (Powers of the Board of Directors) relating to management decisions taken by the Board of Directors (PACTE Law) 99.94% Resolution approved
Slide 90: Resolution 19
Resolution 19 Extraordinary General Meeting Compliance of article 16 In favor of the articles of association (Remuneration) with the provisions of the PACTE Law relating to Directors’ remuneration 99.92% Resolution approved
Slide 91: Resolution 20
Resolution 20 Extraordinary General Meeting Modification of article 9 of the In favor articles of association (Identification of shareholders) relating to threshold notifications 99.97% Resolution approved
Slide 92: Resolution 21
Resolution 21 Extraordinary General Meeting Statutory modification relating to In favor the authority to decide or authorize the issue of bonds 99.12% Resolution approved
Slide 93: Resolution 22
Resolution 22 Extraordinary General Meeting Extension of the Company’s term In favor and consequential amendment to the articles of association 99.98% Resolution approved
Slide 94: Resolution 23
Resolution 23 Ordinary General Meeting Powers for formalities In favor 99.98% Resolution approved
Slide 95: Thank you for attending this General Meeting
Thank you for attending this General Meeting
Slide 96: ©Jonathan Westpalm Van Hoorn
©Jonathan Westpalm Van Hoorn