Obligation Air Liquide 0% ( FR0013182797 ) en EUR

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FR0013182797 ( en EUR )

13/06/2018 - Obligation échue

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Debt Issuance Programme Prospectus dated 10 May 2021

L'AIR LIQUIDE S.A. / AIR LIQUIDE FINANCE
12,000,000,000 Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed by L'Air Liquide S.A.
in respect of Notes issued by Air Liquide Finance
Under the 12,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this document (the "Debt Issuance Programme Prospectus"), L'Air
Liquide, société anonyme pour l'Étude et l'Exploitation des procédés Georges Claude ("L'Air Liquide", the "Guarantor" or, in its capacity as Issuer, an "Issuer")
and Air Liquide Finance ("Air Liquide Finance" or an "Issuer" and together with L'Air Liquide, the "Issuers"), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). Notes issued by Air Liquide Finance will be unconditionally and
irrevocably guaranteed by L'Air Liquide. The aggregate nominal amount of Notes outstanding will not at any time exceed 12,000,000,000 (or the equivalent in other
currencies as at the date of issue of the Notes) and may be denominated in any currency.
This Debt Issuance Programme Prospectus shall, for the purposes of Notes listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the
Regulated Market (as defined below) of the Luxembourg Stock Exchange, be updated annually.
This Debt Issuance Programme Prospectus has been approved as a base prospectus by the Commission de surveillance du secteur financier ("CSSF"), as competent
authority under Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). The CSSF only approves this Debt Issuance Programme Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an
endorsement of the Issuers or the Guarantor, or of the quality of the Notes. By approving this Debt Issuance Programme Prospectus, in accordance with Article 6(4) of
the Luxembourg law on prospectuses for securities of 16 July 2019, the CSSF gives no undertaking as to the economic or financial soundness of the transactions
contemplated by this Debt Issuance Programme Prospectus or the quality or solvency of the Issuers. Investors should make their own assessment as to the suitability of
investing in the Notes.
Application may be made for a period of 12 months from the date of this Debt Issuance Programme Prospectus (i) to the Luxembourg Stock Exchange for the Notes
issued under the Programme to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg
Stock Exchange and/or (ii) to the competent authority of any other Member State of the European Economic Area ("EEA") for Notes issued under the Programme to
be listed and admitted to trading on a Regulated Market in such Member State. However, Notes issued under the Programme may also be unlisted and/or not admitted
to trading on any market. The relevant final terms (the "Final Terms") (a form of which is contained herein) in respect of the issue of any Notes will specify whether or
not such Notes will be listed and admitted to trading and, if so, the relevant Regulated Market, and will be published, if relevant, on the website of the Regulated Market
where the admission to trading is sought or on the website of the relevant Issuer, as the case may be. The Luxembourg Stock Exchange is a regulated market for the
purposes of the Directive 2014/65/EU of 15 May 2014 on markets in financial instruments, as amended, appearing on the list of regulated markets issued by the European
Securities and Markets Authority (the "ESMA") (a "Regulated Market").
This Debt Issuance Programme Prospectus is valid from its date and until 10 May 2022 in relation to Notes which are to be admitted to trading on a Regulated Market.
The obligation to supplement this Debt Issuance Programme Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply
when this Debt Issuance Programme Prospectus is no longer valid.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes"), as more fully described herein.
Dematerialised Notes may, at the option of the relevant Issuer, be (a) in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear
France ("Euroclear France") (acting as central depositary) which shall credit the accounts of Euroclear France Account Holders (as defined in Condition 1(a))
including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking, SA ("Clearstream") or (b) in registered dematerialised form (au
nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in the preamble to the Terms and Conditions of the Notes), in either fully registered
form (au nominatif pur), in which case they will be inscribed either with the Issuer or with the Registration Agent (as defined in Condition 1(a)) designated in the relevant
Final Terms, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Euroclear France Account Holders
designated by the relevant Noteholders.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical
documents of title will be issued in respect of Dematerialised Notes.
Materialised Notes will be in bearer form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached
(a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be exchanged for definitive
Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date expected to be on or about the 40th calendar day after the
issue date of the Notes (subject to postponement as described in "Temporary Global Certificates Issued in respect of Materialised Bearer Notes") upon certification as
to non-U.S. beneficial ownership as more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined below) intended to be
cleared through Euroclear and/or Clearstream, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream and (b) in the case
of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream or delivered outside a clearing system, be
deposited as agreed between the Issuer and the relevant Dealer (as defined below).
The final terms of the relevant Notes will be determined at the time of the offering of each Tranche based on the then prevailing market conditions and will be set out in
the relevant Final Terms.
The Programme has been rated A- by S&P Global Ratings Europe Limited ("S&P") and A3 by Moody's Deutschland GmbH ("Moody's"). Tranches of Notes issued
under the Programme may be rated or unrated. Where an issue of Notes is rated, such rating will not necessarily be the same as ratings assigned to the Programme and
its rating will not necessarily be the same as the rating assigned to other Notes issued under the Programme. A rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Both S&P and Moody's are established in the European
Union, are registered under Regulation (EC) No.1060/2009 on credit ratings agencies, as amended (the "CRA Regulation") and are included in the list of credit rating
agencies registered in accordance with the CRA Regulation published on the website of the ESMA (www.esma.europa.eu/supervision/credit-rating-agencies/risk). The
relevant Final Terms will specify whether or not credit ratings are issued by a credit rating agency established in the European Union and registered under the CRA
Regulation. Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organisation.
Prospective investors should take into account the factors described under the section headed "Risk Factors" of this Debt Issuance Programme Prospectus before
deciding to invest in the Notes issued under the Programme.
Arranger
BNP PARIBAS
Permanent Dealers
BOFA SECURITIES
BARCLAYS
BNP PARIBAS
CITIGROUP
CIC MARKET SOLUTIONS
COMMERZBANK
CRÉDIT AGRICOLE CIB
GOLDMAN SACHS BANK EUROPE SE
HSBC
ICBC PARIS BRANCH
IMI - INTESA SANPAOLO
J.P. MORGAN
MIZUHO SECURITIES
MUFG
NATIXIS
SMBC NIKKO
SOCIÉTÉ GÉNÉRALE
CORPORATE & INVESTMENT BANKING

Important Considerations about this Debt Issuance Programme Prospectus
This Debt Issuance Programme Prospectus (together with any supplements to this document published from time to
time) constitutes two base prospectuses (a) for the purposes of Article 8 of the Prospectus Regulation: (i) the base
prospectus for L'Air Liquide, société anonyme pour l'Étude et l'Exploitation des procédés Georges Claude ("L'Air
Liquide", the "Guarantor" or, in its capacity as Issuer, an "Issuer") in respect of non-equity securities (hereinafter,
the "Notes") to be issued by L'Air Liquide under this Euro Medium Term Note Programme (the "Programme") and
(ii) the base prospectus for Air Liquide Finance ("Air Liquide Finance" or an "Issuer" and together with L'Air
Liquide, the "Issuers") in respect of Notes to be issued by Air Liquide Finance under this Programme and (b) for
the purpose of giving necessary information with regard to the Issuers, the Guarantor and the Notes which,
according to the particular nature and circumstances of the Issuers, the Guarantor and the type of Notes, is material
to investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and
prospects of the Issuers and the Guarantor, the rights attaching to the Notes, and the reasons for the issuance and
its impact on the Issuers. In relation to each Tranche of Notes, this Debt Issuance Programme Prospectus must be
read in conjunction with the applicable Final Terms.
This Debt Issuance Programme Prospectus (together with any supplements to this document published from time to
time) is to be read in conjunction with all information which is incorporated herein by reference in accordance with
Article 19 of the Prospectus Regulation (see section headed "Information Incorporated by Reference" of this Debt
Issuance Programme Prospectus).
Any websites referred to in this Debt Issuance Programme Prospectus are for information purposes only and the
information contained in such websites does not form any part of this Debt Issuance Programme Prospectus unless
that information is specifically incorporated by reference into the Debt Issuance Programme Prospectus and has not
been scrutinised or approved by the CSSF.
No person is or has been authorised to give any information or to make any representation other than those contained
or incorporated by reference in this Debt Issuance Programme Prospectus (together with any supplements to this
document published from time to time) in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by L'Air Liquide or Air Liquide
Finance, or any of the Dealers or the Arranger (each as defined in the section headed "General Description of the
Programme" of this Debt Issuance Programme Prospectus). Neither the delivery of this Debt Issuance Programme
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that
(i) there has been no change in the affairs of L'Air Liquide or Air Liquide Finance, as the case may be, or those of
L'Air Liquide and its subsidiaries taken as a whole (together, the "Air Liquide Group") since the date hereof or the
date upon which this Debt Issuance Programme Prospectus has been most recently amended or supplemented or
(ii) there has been no adverse change in the financial position of either of L'Air Liquide or Air Liquide Finance, as
the case may be, or of that of the Air Liquide Group since the date hereof or the date upon which this Debt Issuance
Programme Prospectus has been most recently amended or supplemented or (iii) that any other information supplied
in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
In the case of any Notes which are to be admitted to trading on a Regulated Market in circumstances which require
the publication of a prospectus under the Prospectus Regulation, the minimum specified denomination shall be at
least 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
Selling Restrictions
GENERAL - The distribution of this Debt Issuance Programme Prospectus and the offering or sale of the Notes in
certain jurisdictions may be restricted by law. No action has been taken by L'Air Liquide, Air Liquide Finance or
the Dealers which would permit a public offering of any Notes or distribution of this Debt Issuance Programme
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or
sold, directly or indirectly, and neither this Debt Issuance Programme Prospectus (together with any supplements
to this document published from time to time) nor any Final Terms or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws
and regulations and the Dealers have represented that all offers and sales by them will be made on the same terms.
Persons into whose possession this Debt Issuance Programme Prospectus comes are required by L'Air Liquide, Air
Liquide Finance, the Dealers and the Arranger to inform themselves about and to observe any such restriction. In
particular, there are restrictions on the distribution of this Debt Issuance Programme Prospectus and the offer or
sale of Notes in the European Economic Area (the "EEA"), the United Kingdom (the "UK"), Italy, Belgium,
Switzerland, the United States, Japan, Hong Kong, the People's Republic of China, Singapore, Russia and Canada.
PRIIPs / IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise
made available to, and should not be offered, sold or otherwise made available to any retail investor in the EEA.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of
Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Prospectus Regulation.
Consequently, no key information document required by Regulation (EU) No. 1286/2014, as amended (the "PRIIPs

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Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPs / IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to, and should not be offered, sold or otherwise made available to any retail investor in
the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000, as amended ("FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Prospectus Regulation as it forms part of UK domestic law by virtue of
the EUWA. Consequently, no key information document required by Regulation (EU) No. 1286/2014, as amended,
as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the
UK PRIIPs Regulation.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B of the Securities and
Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of Notes,
the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
PROHIBITION OF SALES TO CONSUMERS IN BELGIUM If the Final Terms in respect of any Notes include
a legend entitled "Prohibition of Sales to consumers in Belgium", Notes issued under the Programme are not
intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made
available to, "consumers" (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law
(Wetboek van economisch recht/Code de droit économique), as amended.
UNITED STATES - The Notes and the Guarantee in respect of the Notes have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities Act") nor with any securities regulatory
authority of any state or other jurisdiction of the United States and the Notes may include Materialised Notes in
bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered,
sold or, in the case of Materialised Notes in bearer form, delivered within the United States or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S") or in the case of
Materialised Notes in bearer form, the U.S Internal Revenue Code of 1986, as amended (the "U.S. Internal Revenue
Code")). The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S. The Notes and the Guarantee have not been approved or disapproved by the U.S. Securities and
Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of Notes or the accuracy
or the adequacy of this Debt Issuance Programme Prospectus. Any representation to the contrary is a criminal
offense in the United States.
RUSSIA - This Debt Issuance Programme Prospectus or information contained herein is not an offer, or an
invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the
benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the
Russian Federation within the meaning of Russian securities laws. Information contained in this Debt Issuance
Programme Prospectus (together with any supplements to this document published from time to time) is not intended
for any persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of
the Federal Law no. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and
must not be distributed or circulated into the Russian Federation or made available in the Russian Federation to
any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such
information under Russian law. The Securities have not been and will not be registered in Russia and are not intended
for "placement" or "circulation" in the Russian Federation (each as defined in Russian securities laws) unless and
to the extent otherwise permitted under Russian law. For a description of certain restrictions on offers and sales of
Notes and on distribution of this Debt Issuance Programme Prospectus, see "Subscription and Sale".
This Debt Issuance Programme Prospectus does not constitute an offer of, or an invitation by or on behalf of L'Air
Liquide, Air Liquide Finance, the Dealers or the Arranger to subscribe for, or purchase, any Notes.
CANADA - The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration

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Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance
with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Debt Issuance Programme Prospectus (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer
to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal advisor.
Unless otherwise specified in the Final Terms, pursuant to section 3A.3 (or, in the case of securities issued or
guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105
Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection with this offering. Also see "Subscription and Sale"
 Canada.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance Rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules. For the avoidance of doubt, the Issuer is not a MiFID II regulated entity and does not qualify as
a distributor or a manufacturer under the MiFID Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels. A determination will be made in relation to each issue about whether, for the
purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will
be a manufacturer for the purpose of the UK MiFIR Product Governance Rules. For the avoidance of doubt, the
Issuer is not a UK MiFIR regulated entity and does not qualify as a distributor or a manufacturer under the UK
MiFIR Product Governance Rules.
Suitability of investment for certain investors in the Notes issued under this Debt Issuance Programme Prospectus
The Arranger and the Dealers have not separately verified the information or representations contained or
incorporated by reference in this Debt Issuance Programme Prospectus (together with any supplements to this
document published from time to time). None of the Dealers or the Arranger makes any representation, express or
implied, or accepts any responsibility, with respect to the sincerity, accuracy or completeness of any of the
information or representations in this Debt Issuance Programme Prospectus. Neither this Debt Issuance Programme
Prospectus (together with any supplements to this document published from time to time) nor any other information
incorporated by reference therein is intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by any of L'Air Liquide, Air Liquide Finance, the Arranger or the Dealers that
any recipient of this Debt Issuance Programme Prospectus (together with any supplements to this document
published from time to time) or any other information incorporated by reference should purchase the Notes. Each
potential purchaser of Notes should determine for itself the relevance of the information contained in this Debt
Issuance Programme Prospectus (together with any supplements to this document published from time to time) and
its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or the
Arranger has reviewed or undertakes to review the financial condition or affairs of L'Air Liquide, Air Liquide
Finance or the Air Liquide Group during the life of the arrangements contemplated by this Debt Issuance Programme
Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention
of any of the Dealers or the Arranger.
Each prospective investor of Notes must determine, based on its own independent review and such professional
advice as it deems appropriate under the circumstances, that its investment in the Notes is fully consistent with its
financial needs, objectives and condition, complies and is fully consistent with all investment policies, guidelines and
restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and
substantial risks inherent in investing in or holding the Notes. In particular, each prospective investor should:

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(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and the
risks of investing in the relevant Notes and the information contained or incorporated by reference in this
Debt Issuance Programme Prospectus or any applicable supplement and in the relevant Final Terms;
(b)
have access to and knowledge of appropriate analytical tools to evaluate, in the context of its particular
financial situation and sensitivity to the risk, an investment in the relevant Notes and the impact the relevant
Notes will have on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including
where the currency for principal or interest payments is different from the potential investor's currency;
(d)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant
rates and financial markets; and
(e)
be able to evaluate (either alone or with the help of its professional advisers) possible scenarios for economic
interest rate and other factors that may affect its investment and its ability to face the applicable risks.
A prospective investor should not invest in the Notes unless it has the expertise (either alone or with the help of its
professional advisers) to evaluate how the Notes will perform under changing conditions, the resulting effects on the
value of such Notes and the impact this investment will have on the potential investor's overall investment portfolio.
A prospective investor may not rely on the Issuers or the Dealer(s) or any of their respective affiliates in connection
with its determination as to the legality of its acquisition of the Notes or as to the other matters referred to above.
Neither the Issuers, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the lawfulness
of the acquisition of the Notes by a prospective investor of the Notes, whether under the laws of the jurisdiction of
its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective investor
with any law, regulation or regulatory policy applicable to it.
Important notice relating to Sustainable Notes
In relation to Sustainable Notes, neither the Arranger nor any Dealer makes any representation as to the suitability
of Sustainable Notes to fulfil green, social or sustainability criteria required by prospective investors. The Arranger
and the Dealers have not undertaken, nor are responsible for, any assessment of the eligibility criteria, any
verification of whether such Sustainable Notes meet the eligibility criteria, or the monitoring of the use of proceeds.
Prospective investors should have regard to the information set out in the "Use of proceeds" section of the Final
Terms and must determine for themselves the relevance of such information for the purpose of any investment in the
Sustainable Notes together with any other investigation such investor deems necessary. In particular, no assurance
is given by the Issuers that the use of an amount equal to such proceeds for any eligible sustainable projects will
satisfy, whether in whole or in part, any present or future investor expectations or requirements as regards any
investment criteria or guidelines with which such investor or its investments are required to comply, whether by any
present or future applicable law or regulations or by its own by-laws or other governing rules or investment portfolio
mandates, in particular with regard to any direct or indirect environmental, sustainability or social impact of any
projects or uses, the subject of or related to, any eligible sustainable projects.
No assurance or representation is given by any of the Dealers or the Arranger as to the suitability or reliability for
any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by the Issuers)
which may be made available in connection with the issue of the Sustainable Notes and in particular with any eligible
sustainable projects to fulfil any environmental, sustainability, social and/or other criteria. For the avoidance of
doubt, any such opinion or certification is not, and shall not be deemed to be, incorporated in and/or form part of
this Debt Issuance Programme Prospectus. Any such opinion or certification is not, nor should be deemed to be, a
recommendation by the Dealers or the Arranger, to buy, sell or hold any such Sustainable Notes. Currently, the
providers of such opinions and certifications are not subject to any specific regulatory or other regime or oversight.
In addition, payments of principal and interest (as the case may be) on Sustainable Notes shall not depend on the
performance of the relevant Eligible Projects (as defined in the "Reasons for the offer" paragraph in the relevant
Final Terms), nor on the achievement of any green, social or sustainable objectives. None of the Arranger or the
Dealers will verify or monitor the proposed use of proceeds of the Notes issued under the Programme.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are
transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court decisions
may be available for financial instruments unknown to such authorities or court such as the Notes. In particular,
potential investors are warned that the tax laws of the investor's jurisdiction or of France (the Issuers' country of
incorporation) might have an impact on the income received from the Notes. Potential investors are advised to ask
for their own tax adviser's advice on their individual taxation with respect to the acquisition, holding, sale and
redemption of the Notes. Only these advisers are in a position to duly consider the specific situation of the potential
investor.
In considering whether to invest in Notes denominated in Renminbi ("RMB Notes"), investors should consult their
individual tax advisers with regard to the application of People's Republic of China ("PRC") tax laws to their

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particular situations as well as any tax consequences arising under the laws of any other tax jurisdictions. The value
of the holder's investment in the RMB Notes may be materially and adversely affected if the holder is required to
pay PRC tax with respect to acquiring, holding or disposing of and receiving payments under those RMB Notes.
Stabilising activities
In connection with the issue of any Tranche (as defined in the section headed "General Description of the
Programme" of this Debt Issuance Programme Prospectus), the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may to the extent permitted by applicable laws and regulations over-allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of any
Stabilising Manager(s)) will undertake stabilisation action. Any stabilisation action may begin on or after the date
on which adequate public disclosure of the final terms of the offer of the relevant Tranche is made and, if begun,
may be ended at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the
relevant Tranche and 60 calendar days after the date of the allotment of the relevant Tranche.
References to currencies
In this Debt Issuance Programme Prospectus (together with any supplements to this document published from time
to time), unless otherwise specified or the context otherwise requires, references to "", "Euro", "EUR" or "euro"
are to the single currency of the participating member states of the European Union, references to "£", "pounds
sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom, references to "$", "USD" and
"US Dollars" are to the lawful currency of the United States of America, references to "¥", "JPY", "Japanese yen"
and "Yen" are to the lawful currency of Japan, references to "CHF" and "Swiss francs" are to the lawful currency
of Switzerland, references to "RMB", "CNY" or "Renminbi" are to the Chinese Yuan Renminbi, the lawful currency
of the People's Republic of China, which, for the purpose of this document, excludes the Hong Kong Special
Administrative Region, the Macau Special Administrative Region and the Taiwan Region (the "PRC") and reference
to "Rouble" or "RUB" means the lawful currency of the Russian Federation.

Forward-looking statements and sources
This Debt Issuance Programme Prospectus contains or incorporates by reference certain forward-looking
statements that are based on estimates and assumptions, which involve risks and uncertainties, including, without
limitation, certain statements made in the section headed "Risk Factors" of this Debt Issuance Programme
Prospectus. Forward-looking statements include statements with respect to the Issuers' or the Guarantor's future
financial condition, results of operations, business and prospects and generally include all statements preceded by,
followed by or that include the words "believe", "expect", "may", "should", "approximately", "intend", "plan",
"project", "anticipate", "seek", "estimate" or similar expressions that relate to the Air Liquide Group's strategy,
plans or intentions. Although it is believed that the expectations reflected in these forward-looking statements are
reasonable, there is no assurance that the actual results or developments anticipated will be realised or, even if
realised, that they will have the expected effects on the business, financial condition or prospects of the Issuers.
These forward-looking statements speak only as of the date on which the statements were made, and no obligation
has been undertaken to publicly update or revise any outlook or forward-looking statements made in this Debt
Issuance Programme Prospectus or elsewhere as a result of new information, future events or otherwise, except as
required by applicable laws and regulations. When considering forward-looking statements, prospective investors
should keep in mind the risk factors included in this Debt Issuance Programme Prospectus, including those described
in the section headed "Risk Factors" of this Debt Issuance Programme Prospectus. These forward-looking
statements do not constitute profit forecasts or estimates under the Commission Delegated Regulation 2019/980
supplementing the Prospectus Regulation.
This Debt Issuance Programme Prospectus contains or incorporates by reference certain statements regarding the
competitive position of the Air Liquide Group using the words "global leader", "world leader", "leader" and
similar wording. Unless a specific source is mentioned, the source for such statements is the Air Liquide Group
based on revenue figures from the latest published audited consolidated financial statements of the Guarantor as
compared to those of its main competitors.

6

TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME.......................................................................................... 8
RISK FACTORS ................................................................................................................................................ 13
INFORMATION INCORPORATED BY REFERENCE ..................................................................................... 23
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 27
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES ... 53
USE OF PROCEEDS ......................................................................................................................................... 54
DESCRIPTION OF AIR LIQUIDE FINANCE ................................................................................................... 55
DESCRIPTION OF L'AIR LIQUIDE................................................................................................................. 58
RECENT DEVELOPMENTS OF L'AIR LIQUIDE ........................................................................................... 60
DESCRIPTION OF THE GUARANTEE ........................................................................................................... 66
SUBSCRIPTION AND SALE ............................................................................................................................ 67
FORM OF FINAL TERMS ................................................................................................................................ 72
GENERAL INFORMATION ............................................................................................................................. 84
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE DEBT ISSUANCE PROGRAMME
PROSPECTUS ................................................................................................................................................... 88

7

GENERAL DESCRIPTION OF THE PROGRAMME
The following overview is qualified in its entirety by the remainder of this Debt Issuance Programme Prospectus.
Words and expressions beginning with a capitalised letter used but not otherwise defined in this section shall have
the meaning ascribed to them in the section headed "Terms and Conditions of the Notes" of this Debt Issuance
Programme Prospectus or elsewhere in this document.
Issuers:
L'Air Liquide, société anonyme pour l'Étude et l'Exploitation des
procédés Georges Claude ("L'Air Liquide")

Air Liquide Finance
Guarantor:
L'Air Liquide in respect of Notes issued by Air Liquide Finance.
Legal Entity Identifier ("LEI"):
L'Air Liquide: 969500MMPQVHK671GT54
Air Liquide Finance: 549300YGXL5Z3R14K812
Website of the Air Liquide Group:
www.airliquide.com
Description:
Euro Medium Term Note Programme for the continuous offer of Notes
(the "Programme").
Arranger:
BNP PARIBAS
Dealers:
Barclays Bank Ireland PLC
BNP PARIBAS
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Crédit Industriel et Commercial S.A.
Goldman Sachs Bank Europe SE
HSBC Continental Europe
Industrial and Commercial Bank of China (Europe) S.A., acting
through its Paris branch
Intesa Sanpaolo S.p.A.
J.P. Morgan AG
Mizuho Securities Europe GmbH
MUFG Securities (Europe) N.V.
Natixis
SMBC Nikko Capital Markets Europe GmbH
Société Générale

The Issuers may from time to time terminate the appointment of any
dealer under the Programme or appoint additional dealers either in
respect of one or more Tranches or in respect of the whole Programme.
References in this Debt Issuance Programme Prospectus to
"Permanent Dealers" are to the entities listed above and to such
additional entities that may be appointed as dealers in respect of the
whole Programme (and whose appointment has not been terminated)
and references to "Dealers" are to all Permanent Dealers and all
entities appointed as a dealer in respect of one or more Tranches. The
identity of the Dealer(s) in respect of a specific Tranche will be
disclosed in the relevant Final Terms.
Programme Limit:
Up to 12,000,000,000 (or the equivalent in other currencies as at the
date of issue of the Notes) aggregate nominal amount of Notes
outstanding at any one time.
The maximum aggregate principal amount of Notes which may be
outstanding under the Programme may be increased from time to time,

8

subject to compliance with the relevant provisions of the Amended and
Restated Dealer Agreement.
Fiscal Agent and Paying Agent:
BNP Paribas Securities Services (affiliated with Euroclear France
under number 29106).
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis. The
Notes will be issued in series (each a "Series") having one or more
issue dates and on terms otherwise identical (or identical other than in
respect of the first payment of interest), the Notes of each Series being
intended to be interchangeable with all other Notes of that Series. Each
Series may be issued in tranches (each a "Tranche") on the same or
different issue dates. The specific terms of each Tranche will be set out
in a final terms to this Debt Issuance Programme Prospectus (the
"Final Terms").
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity from one month from the date of original
issue, as specified in the relevant Final Terms.
Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in Euro, US Dollars, Japanese yen,
Swiss francs, Sterling, Renminbi and in any other currency agreed
between the relevant Issuer, the Guarantor, if any, and the relevant
Dealers and specified in the Final Terms.
Denomination(s):
The Notes will be issued in such denomination(s) as may be agreed
between the relevant Issuer and the relevant Dealers save that the
minimum denomination of each Note listed and admitted to trading on
a Regulated Market in a Member State of the EEA in circumstances
which require the publication of a Prospectus under the Prospectus
Regulation (given that any exemption regime, as set out in the
Prospectus Regulation, could apply in contemplation of the relevant
issue) will be at least 100,000 (or, if the Notes are denominated in a
currency other than euro, the equivalent amount in such currency at the
issue date) or such other higher amount as may be allowed or required
from time to time by the relevant central bank (or equivalent body) or
any laws or regulations applicable to the relevant Specified Currency.
Notes having a maturity of less than one year will constitute deposits
for the purposes of the prohibition on accepting deposits contained in
Section 19 of the Financial Services and Markets Act 2000, as
amended (the "FSMA") unless they are issued to a limited class of
professional investors and have a denomination of at least £100,000 or
its equivalent.

Dematerialised Notes will be issued in one denomination only.
Status of the Notes:
The principal and interest on the Notes constitute direct, unconditional,
unsubordinated and (subject to the provisions of Condition 5)
unsecured obligations of the relevant Issuer and rank and will at all
times rank pari passu without any preference among themselves and
(save for certain obligations required to be preferred by law) at least
equally and rateably with all other present or future unsecured and
unsubordinated indebtedness and monetary obligations of the relevant
Issuer, from time to time outstanding.
Guarantee:
The Guarantor has unconditionally and irrevocably guaranteed the due
payment of all sums expressed to be due and payable by Air Liquide
Finance under the Notes and Coupons issued by it and in accordance
with their terms and conditions. The obligations of the Guarantor in
this respect arise pursuant to a guarantee (the "Guarantee") executed
by the Guarantor and dated 3 June 2016.
Status of the Guarantee:
The obligations of the Guarantor under the Guarantee, if any,
constitute direct, unconditional, unsubordinated and (subject to the
provisions of Condition 5) unsecured obligations of the Guarantor and
shall at all times rank (save for certain obligations required to be
preferred by law) equally and rateably with all other present or future

9

unsecured and unsubordinated indebtedness and monetary obligations
of the Guarantor.
Negative Pledge:
There will be a negative pledge in respect of the Notes and the
Guarantee as set out in Condition 5. See "Terms and Conditions of the
Notes - Negative Pledge".
Events of Default (including cross- There will be events of default and a cross-default in respect of the
default):
Notes as set out in Condition 10. See "Terms and Conditions of the
Notes - Events of Default".
Final Redemption:
Unless previously redeemed or purchased and cancelled, each Note
shall be finally redeemed on the Maturity Date at its nominal amount.
Unless permitted by laws and regulations in force at the relevant time,
Notes (including Notes denominated in sterling) having a maturity of
less than one year from the date of issue and in respect of which the
issue proceeds are to be accepted by the Issuer in the United Kingdom
or whose issue otherwise constitutes a contravention of Section 19 of
the FSMA must have a minimum redemption amount of £100,000 (or
its equivalent in other currencies).
Make-Whole Redemption by the
If a Make-Whole Redemption by the relevant Issuer is specified in the
Issuers:
relevant Final Terms, in respect of any Series of Notes, the relevant
Issuer will have the option to redeem the Notes, in whole or in part, at
any time or from time to time, prior to their Maturity Date at the
Optional Redemption Amount.
Residual Maturity Call Option:
If a Residual Maturity Call Option is specified in the relevant Final
Terms, in respect of any issue of Notes, the relevant Issuer will have
the option to redeem the Notes, in whole but not in part, at any time
between the Call Option Date and the Maturity Date, at par with any
interest accrued to the date set for redemption.
Clean-up Call Option:
If a Clean-up Call Option is specified in the relevant Final Terms, in
respect of any Series of Notes, the relevant Issuer will have the option
to redeem the Notes, in whole but not in part, at their Clean-Up
Redemption Amount together with any interest accrued to the date set
for redemption if at least 80 per cent. of the initial aggregate principal
amount of Notes has been purchased and cancelled.
Optional Redemption:
The Final Terms in respect of each Series of Notes will state whether
such Notes may be redeemed prior to their stated maturity at the option
of the relevant Issuer (either in whole or in part) and/or the Noteholders
and, if so, the terms applicable to such redemption.
Change of Control Put Option:
If a Change of Control Put Option is specified in the relevant Final
Terms, following the occurrence of a Put Event, each Noteholder will
be entitled to request the relevant Issuer to redeem or, at the Issuer's
option, procure the purchase of its Notes, as more fully set out in
Condition 7(f)(B). See "Terms and Conditions of the Notes -
Redemption, Purchase and Options".
Redemption for tax reasons:
The relevant Issuer may or shall, as the case may be, redeem the Notes
prior to maturity only for tax reasons as set out in Condition 7(g). See
"Terms and Conditions of the Notes - Redemption, Purchase and
Options".
Interest Periods and Interest Rates:
The length of the interest periods for the Notes and the applicable
interest rate or its method of calculation may differ from time to time
or be constant for any Series. Notes may have a maximum interest rate,
a minimum interest rate, or both. The use of interest accrual periods
permits the Notes to bear interest at different rates in the same interest
period. All such information will be set out in the relevant Final Terms.
Fixed Rate Notes:
Fixed interest will be payable in arrears on the date or dates in each
year specified in the relevant Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest determined separately for each
Series as follows:

(i) ISDA Determination: on the same basis as the floating rate under a
Swap Transaction in the relevant Specified Currency governed by an

10