3rd resolution  [ Return towards  Resolutions  ]

Under the 3^rd resolution, shareholders are asked to take due note of distributable earnings for the year⁽¹⁾ and approve the appropriation of earnings and the distribution of a dividend amounting to 2.25 euros per share that is scheduled to be paid on May 19.

To recap, the dividend paid in 2007 was 4 euros per share, which corresponds to a dividend of 2 euros per share after the two-for-one share split on June 13, 2007.

Pursuant to the Articles of Association, a 10% bonus dividend rounded down to the nearest centime, i.e. 0.22 euro per share, shall be granted to shares which have been held in registered form since December 31, 2005, and which shall remain held in this form continuously until May 19, 2008, the dividend payment date. As of December 31, 2007, this bonus dividend was granted to 26% of the shares that make up the share capital.

This dividend is taxable after applying the 40% allowance referred to in Article 158.3.2° of the French Tax Code or eligible for the flat-rate withholding tax option created by Article 10 of the 2008 Finance Act.

With a distribution rate of 49% of the Group’s net income and a dividend growth rate up 12.5% compared to the previous year, the dividend proposed to its shareholders is part and parcel of Air Liquide’s policy to remunerate and develop shareholders’ savings in the long term.

(1) Such amount includes profits of 574.1 million euros and available retained earnings of 386.9 million euros as of the date of the General Shareholders’ Meeting, or a total of 961.0 million euros. Available retained earnings as of December 31, 2007 amounted to 632.8 million euros, less 245.9 million euros following the share capital decrease decided by the Board of Directors on February 14, 2008.

Appropriation of earnings and setting of dividends

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having noted that, considering the fiscal year 2007 earnings of 574,088,390 euros and the available retained earnings of 386,882,197 euros, distributable earnings for the year total 960,970,587 euros approve the proposals of the Board of Directors regarding the appropriation of earnings. The shareholders hereby decide to appropriate distributable earnings as follows:

• Retained earnings: 410,020,813 euros
• Dividend: 550,949,774 euros

Hence, a dividend of 2.25 euros shall be paid on each of the 238,844,710 shares with a par value of 5.50 euros comprising the share capital as of December 31, 2007.

In accordance with the provisions of Article 243 bis of the French Tax Code, it is specified that this dividend is in its entirety eligible for the 40% allowance referred to in § 3, 2° of Article 158 of the French Tax Code.

The dividend shall be payable on May 19, 2008:

• for directly registered shares: directly by the Company, based on the means of payment which has been indicated to it by their holders;
• for indirectly registered shares, as well as for bearer shares which are registered in shareholder accounts: by the authorized intermediaries to whom the management of these shares has been entrusted.

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

Fiscal year 2004	Amount distributed (In euros)	Number of shares concerned (a)	Dividend distributed eligible in its entirety for the 50% allowance mentioned in Article 158.3.2° of the French Tax Code (In euros)
Dividende ordinaire	382,132,881	109,180,823	3.50
Bonus dividend	9,056,861	25,876,746	0.35
Fiscal year 2005			Dividend distributed eligible in its entirety for the 40% allowance mentioned in Article 158.3.2° of the French Tax Code
Ordinary dividend	421,723,129	109,538,475	3.85
Bonus dividend	10,360,320	27,264,001	0.38
Fiscal year 2006			Dividend distributed eligible in its entirety for the 40% allowance mentioned in Article 158.3.2° of the French Tax Code
Ordinary dividend	484,596,756	121,149,189	4.00
Bonus dividend	2,450,439	31,126,097	0.40

(a) Historical data.

Pursuant to the provisions of the Articles of Association, a bonus dividend of 10%, i.e. 0.22 euro per share with a par value of 5.50 euros, shall be granted to shares which have been held in registered form since December 31, 2005, and which shall remain held in this form continuously until May 19, 2008, the dividend payment date. In accordance with the provisions of Article 243 bis of the French Tax Code, it is specified that this dividend is also in its entirety eligible for the 40% allowance referred to in § 3, 2° of Article158 of the French Tax Code.

The amount of the bonus dividend, for the 61,587,166 shares which have been held in registered form since December 31, 2005, and which remained held in this form continuously until December 31, 2007, totaled 13,549,177 euros.

The total bonus dividend corresponding to those of these 61,587,166 shares which will have been sold between January 1, 2008 and May 19, 2008, the dividend payment date, shall be deducted from such amount.

Furthermore, the shareholders authorize the Board of Directors to deduct from the “Retained earnings” account the sums necessary to pay the dividend set above on the shares resulting from the exercise of share subscription options which may be made before the dividend payment date.