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FR0012820835 ( en EUR )

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170 000 000 EUR

Air Liquide est un leader mondial des gaz, technologies et services pour l'industrie et la santé.

L'Obligation émise par Air Liquides ( France ) , en EUR, avec le code ISIN FR0012820835, paye un coupon de 0% par an.
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DEBT ISSUANCE PROGRAMME PROSPECTUS
dated 20 May 2015

L'AIR LIQUIDE S.A.
AIR LIQUIDE FINANCE
9,000,000,000
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 Euro Medium Term Note Programme (the "Programme") described in this document (the "Debt Issuance Programme Prospectus"), L'Air Liquide, société anonyme
pour l'Etude 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" (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 9,000,000,000 (or the equivalent in other currencies) and may be denominated in any currency.
This Debt Issuance Programme Prospectus supersedes and replaces the Debt Issuance Programme Prospectus dated 23 May 2014. This Debt Issuance Programme Prospectus
shall be in force for a period of one year as of the date set out hereunder.
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 of the Luxembourg Stock Exchange be updated annually.
Application has been made to the Commission de surveillance du secteur financier ("CSSF") in its capacity as competent authority in Luxembourg under the loi relative aux
prospectus pour valeurs mobilières dated 10 July 2005, as amended (the "Prospectus Act 2005") for the approval of this document as two base prospectuses for the purposes of
Article 5.4 of the Prospectus Directive. In accordance with article 7(7) of the Prospectus Act 2005, the CSSF shall give no undertaking as to the economical and financial
soundness of the operation or the quality or solvency of the Issuers by approving this Debt Issuance Programme Prospectus.
Application may be made for a period of twelve (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 an EEA Regulated Market (as defined below) in such Member State. However, Notes issued under the Programme may be unlisted and/or not admitted to
trading on any market including an EEA Regulated 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 EEA 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 Markets in Financial Instruments Directive 2004/39/EC, appearing on the list of regulated markets issued by the European Commission
(an "EEA Regulated Market").
References in this Base Prospectus to the "Prospectus Directive" are to the Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are
offered to the public or admitted to trading, as amended.
Notes which are not admitted to trading on a Regulated Market in a Member State of the European Economic Area, may be issued under the Programme and may also be listed
on an alternative stock exchange or may not be listed at all.
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 "Terms and Conditions of the
Notes-Form, Denomination(s), Title and Redenomination") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société
anonyme ("Clearstream, Luxembourg") or (b) in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in
Condition 1(c)(iv)), in either fully registered form (au nominatif pur), in which case they will be inscribed either with the Issuer or with the registration agent (designated in the
relevant Final Terms) for the Issuer, 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 the 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 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
Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg 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, Luxembourg 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.
Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as ratings assigned to
the Programme. As of the date of this Debt Issuance Programme Prospectus, Standard & Poor's Ratings Services is established in the European Union and is registered under
Regulation (EC) No.1060/2009 on credit ratings agencies, as amended (the "CRA Regulation") and is included in the list of credit rating agencies registered in accordance
with the CRA Regulation published on the website of the European Securities and Markets Authority (www.esma.europa.eu/page/List-registered-and-certified-CRAs). 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. Where an issue of Notes is rated, its rating will not necessarily
be the same as the rating assigned to Notes to be 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.

Prospective investors should take into account the factors described under the section headed "Risk Factors" in this Debt Issuance Programme Prospectus before deciding
to invest in the Notes issued under the Programme.
Arranger
BNP PARIBAS
Dealers
BANCA IMI
BARCLAYS
BNP PARIBAS
CITIGROUP
CM-CIC
COMMERZBANK
CRÉDIT AGRICOLE CIB
HSBC
J.P. MORGAN
MUFG
MIZUHO SECURITIES
NATIXIS
SMBC NIKKO
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND

This document (together with any supplements to this document published from time to time) constitutes two base
prospectuses for the purposes of Article 5.4 of the Prospectus Directive: (i) the base prospectus for L'Air Liquide,
société anonyme pour l'Etude 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 within the meaning of
Article 22 no. 6(4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (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" (together with L'Air
Liquide, the "Issuers")) in respect of Notes to be issued by Air Liquide Finance under this Programme. 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 is to be read in conjunction with all documents which are
incorporated herein by reference in accordance with Article 11 of the Prospectus Directive (see "Documents
Incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than those contained
in this Debt Issuance Programme Prospectus 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 "General Description of the
Programme"). Neither the delivery of this Debt Issuance Programme Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no change in the
affairs of L'Air Liquide or Air Liquide Finance, as the case may be, or those of the Air Liquide Group (i.e. L'Air
Liquide and its subsidiaries) since the date hereof or the date upon which this Debt Issuance Programme
Prospectus has been most recently amended or supplemented or that 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 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 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 within the European
Economic Area in a Member State of the European Economic Area in circumstances which require the
publication of a prospectus under the Prospectus Directive, 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).
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 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 United States, the United
Kingdom, Japan, France and Germany.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United
States and 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 delivered within the United States or to 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")). This Debt Issuance Programme Prospectus or information contained herein is not an offer, or
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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 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.
The Arranger and the Dealers have not separately verified the information contained in this Debt Issuance
Programme Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Debt
Issuance Programme Prospectus. Neither this Debt Issuance Programme Prospectus nor any other information
incorporated by reference in this Debt Issuance Programme Prospectus 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 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 and its purchase of Notes should be based upon such investigation as it deems necessary. None of the
Dealers or the Arranger 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.
In connection with the issue of any Tranche (as defined in "General Description of the Programme"), 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 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
days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant
Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with applicable laws
and regulations.
In this Debt Issuance Programme Prospectus, 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 of the People's Republic of
China, the Macau Special Administrative Region of the People's Republic of China and Taiwan (the "PRC") and
reference to "Rouble" or "RUB" means the lawful currency of the Russian Federation.
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TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS ................................................................................................................. 5
RISK FACTORS ...................................................................................................................................................... 6
GENERAL DESCRIPTION ON THE PROGRAMME ......................................................................................... 16
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 23
SUPPLEMENT TO THE DEBT ISSUANCE PROGRAMME PROSPECTUS ................................................... 27
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE DEBT ISSUANCE PROGRAMME
PROSPECTUS............................................................................................................................................... 28
TERMS AND CONDITIONS OF THE NOTES ................................................................................................... 29
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES .. 60
USE OF PROCEEDS ............................................................................................................................................. 61
DESCRIPTION OF L'AIR LIQUIDE.................................................................................................................... 62
RECENT DEVELOPMENTS OF L'AIR LIQUIDE SINCE 1 JANUARY 2015 .................................................. 64
DESCRIPTION OF AIR LIQUIDE FINANCE ..................................................................................................... 68
BUSINESS OF AIR LIQUIDE FINANCE ............................................................................................................ 69
MANAGEMENT OF AIR LIQUIDE FINANCE .................................................................................................. 70
DESCRIPTION OF THE GUARANTEE .............................................................................................................. 72
TAXATION ............................................................................................................................................................ 73
SUBSCRIPTION AND SALE ............................................................................................................................... 79
FORM OF FINAL TERMS L'AIR LIQUIDE / AIR LIQUIDE FINANCE ....................................................... 84
GENERAL INFORMATION ................................................................................................................................. 95

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FORWARD-LOOKING STATEMENTS
This Debt Issuance Programme Prospectus contains or incorporates by reference certain forward-looking
statements that are based on estimates and assumptions. Forward-looking statements include statements with
respect to the Issuers' 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", "project",
"anticipate", "seek", "estimate" or similar expressions. 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.
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RISK FACTORS
The Issuers believe that the following factors may affect their ability to fulfil their obligations under the Notes
issued under the Programme. All of these factors are contingencies which may or may not occur and the
Issuers are not in a position to express a view on the likelihood of any such contingencies occurring.
Factors which the Issuers believe may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuers believe that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the inability of the Issuers to pay interest, principal or other amounts
on or in connection with any Notes may occur for other reasons. The risks described below are not the only
risks the Issuers face. Additional risks and uncertainties not currently known to the Issuers or that they
currently believe to be immaterial could also have a material impact on their business operations.
Prospective investors should also read the detailed information set out elsewhere in this Debt Issuance
Programme Prospectus (including any documents incorporated by reference herein) and the Final Terms of
the relevant Notes and reach their own views prior to making any investment decision.
Prospective investors should consult their own financial and legal advisers about risks associated with
investment in a particular Series of Notes and the suitability of investing in the Notes in light of their
particular circumstances.
RISK FACTORS RELATING TO THE ISSUERS
Investment considerations in connection with L'Air Liquide
Please refer to Section "Documents incorporated by reference" of this Debt Issuance Programme Prospectus.
Investment considerations in connection with Air Liquide Finance
To benefit from economies of scale and facilitate capital markets funding (bonds and commercial paper), the
Air Liquide Group uses a special-purpose subsidiary, Air Liquide Finance. This subsidiary centralizes the Air
Liquide Group's funding activities, essentially in Europe, Americas, Asia and the Middle East.
As of 31 December 2014, Air Liquide Finance granted, directly or indirectly, 8.0 billion euros in loans and
received 3.7 billion euros in cash surpluses as deposits. These transactions were denominated in 24 currencies
(primarily Euro, USD, JPY, RMB, GBP, CHF, SGD and BRL) and extended to approximately
230 subsidiaries. The matching positions per currency within Air Liquide Finance, resulting from the currency
hedging of intra-group loans and borrowings, ensure that these intra-group funding operations do not generate
foreign exchange risk for the Air Liquide Group.
Furthermore, in certain specific cases (e.g.: regulatory constraints, high country risk, partnership), the Air
Liquide Group may decide to limit its risk by setting up independent funding for these subsidiaries in the local
banking market, and by using credit risk insurance.
In addition, Air Liquide Finance manages the Air Liquide Group's interest rate and foreign exchange risks for
the Air Liquide Group's subsidiaries in those countries when it is permissible under law.
For those reasons, investment considerations in connection with Air Liquide Finance relate to financial risks
and liquidity risks of L'Air Liquide.

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RISK FACTORS RELATING TO THE NOTES
General risk relating to the Notes
1.1
Independent Review and Advice
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 acquisition of 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.
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.
1.2
Modification, waivers and substitution
The conditions of the Notes contain provisions for calling General Meetings of Noteholders to
consider matters affecting their interests generally. These provisions permit defined majorities to bind
all Noteholders including Noteholders who did not attend and vote at the relevant General Meeting and
Noteholders who voted in a manner contrary to the majority.
1.3
No active Secondary/Trading Market for the Notes
Notes issued under the Programme will be new securities which may not be widely distributed and for
which there may be no active trading market (unless in the case of any particular Tranche, such
Tranche is to be consolidated with and form a single Series with a Tranche of Notes which is already
issued). If the Notes are traded after their initial issuance, they may trade at a discount to their initial
offering price, depending upon prevailing interest rates, the market for similar securities, general
economic conditions and the financial condition of the relevant Issuer. Although in relation to Notes to
be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the
Regulated Market of the Luxembourg Stock Exchange and/or any other Regulated Market in the EEA,
the Final Terms of the Notes will be filed with the Commission de surveillance du secteur financier in
Luxembourg and/or with the competent authority of the Regulated Market of the EEA where the Notes
will be listed and admitted to trading, there is no assurance that such filings will be accepted, that any
particular Tranche of Notes will be so listed and admitted or that an active trading market will develop.
Accordingly, there is no assurance as to the development or liquidity of any trading market for any
particular Tranche of Notes.
1.4
Potential Conflicts of Interest
All or some of the Dealers and their affiliates have and/or may in the future engage, in the ordinary
course of business, in lending, in investment banking, commercial banking and/or other financial
advisory and commercial dealings with the Issuers and their affiliates and in relation to securities
issued by any entity of the Air Liquide Group. They have or may, in the ordinary course of their
business, (i) engage in investment banking, trading or hedging activities including activities that may
include prime brokerage business, financing transactions or entry into derivative transactions, (ii) act
as underwriters in connection with offering of shares or other securities issued by any entity of the Air
Liquide Group or (iii) act as financial advisers to the Issuers or other companies of the Air Liquide
Group. In the context of these transactions, certain of such Dealers have or may hold shares or other
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securities issued by entities of the Air Liquide Group. Where applicable, they have or will receive
customary fees and commissions for these transactions.
Each of the Issuers and the Dealer(s) may from time to time be engaged in transactions involving an
index or related derivatives which may affect the market price, liquidity or value of the Notes and
which could be deemed to be adverse to the interests of the Noteholders.
Potential conflicts of interest may arise between the calculation agent, if any, for a Tranche of Notes
and the Noteholders, including with respect to certain discretionary determinations and judgements
that such calculation agent may make pursuant to the Terms and Conditions that may influence the
amount receivable upon redemption of the Notes.
For the purpose of this paragraph, the term ``affiliates'' include also parent companies.
1.5
Exchange Rates
Prospective investors of the Notes should be aware that an investment in the Notes may involve
exchange rate risks. The reference assets or the Notes may be denominated in a currency other than the
currency of the purchaser's home jurisdiction; and/or the reference assets or the Notes may be
denominated in a currency other than the currency in which a purchaser wishes to receive funds.
Exchange rates between currencies are determined by factors of supply and demand in the
international currency markets which are influenced by macro economic factors, speculation and
central bank and government intervention (including the imposition of currency controls and
restrictions). Fluctuations in exchange rates may affect the value of the Notes or the reference assets.
1.6
Legality of Purchase
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.
1.7
Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may
not reflect the potential impact of all risks related to structure, market, additional factors discussed
above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation
to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
1.8
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 innovative financial instruments such as the Notes.
Potential investors are advised not to rely upon the tax summary contained in this Debt Issuance
Programme Prospectus but 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 advisors are in a
position to duly consider the specific situation of the potential investor. This investment consideration
has to be read in conjunction with the taxation sections of this Debt Issuance Programme Prospectus.
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1.9
EU Savings Directive
On 3 June 2003, the European Council of Economics and Finance Ministers adopted a directive
2003/48/EC regarding the taxation of savings income in the form of interest payments (the "Savings
Directive"). The Savings Directive requires Member States, subject to a number of conditions being
met, to provide to the tax authorities of other Member States details of payments of interest and other
similar income made by a paying agent located within their jurisdiction to, or for the benefit of, an
individual resident in that other Member State, or to certain limited types of entities established in that
other Member State. However, for a transitional period, Austria is instead required (unless during that
period it elects otherwise) to operate a withholding system in relation to such payments (the ending of
such transitional period being dependent upon the conclusion of certain other agreements relating to
information exchange with certain other countries). The rate of this withholding tax is currently 35 per
cent. A number of non-EU countries and territories including Switzerland have adopted similar
measures (a withholding system in the case of Switzerland). Luxembourg operated such a withholding
system until 31 December 2014, but the Luxembourg government has elected out of the withholding
system in favour of automatic exchange of information with effect from 1 January 2015.
Pursuant to the Terms and Conditions of the Notes, if a payment were to be made or collected through
a Member State which has opted for a withholding system under the Savings Directive and an amount
of, or in respect of, tax is withheld from that payment, neither the Issuers nor any Paying Agent nor
any other person would be obliged to pay additional amounts with respect to any Note as a result of the
imposition of such withholding tax. If a withholding tax is imposed on payments made by a paying
agent under the Savings Directive, the Issuers will be required to maintain a Paying Agent in a
Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive.
On 24 March 2014, the Council of the European Union adopted a directive amending the Savings
Directive, which when implemented, will amend and broaden the scope of the requirements described
above. In particular, the amending directive aims at extending the scope of the Savings Directive to
new types of savings income and products that generate interest or equivalent income. In addition, tax
authorities will be required in certain circumstances to take steps to identify the beneficial owner of
interest payments (through a look through approach). The Member States will have until 1 January
2016 to adopt the national legislation necessary to comply with this amending directive and are
required to apply these new requirements from 1 January 2017.
Investors should inform themselves of, and where appropriate take advice on, the impact of the
Savings Directive and the amending directive on their investment. See also "Taxation - EU Directive
on the Taxation of Savings Income".
1.10 Financial Transaction Tax ("FTT")
The European Commission has published a proposal for a Directive for a common FTT in Austria,
Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Spain, Slovenia and Slovakia (the
"Participating Member States").
The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain
dealings in the Notes (including secondary market transactions) in certain circumstances. The FTT
would impose a charge at generally not less than 0.1 per cent. of the sale price on such transactions.
Primary market transactions referred to in Article 5(c) of Regulation (EC) No 1287/2006 are exempt.
Under the latest proposals dated 14 February 2013 the FTT could apply in certain circumstances to
persons both within and outside of the Participating Member States. Generally, it would apply to
certain dealings in the Notes where at least one party is a financial institution, and at least one party is
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established in a Participating Member State. A financial institution may be, or be deemed to be,
"established" in a Participating Member State in a broad range of circumstances, including (a) by
transacting with a person established in a Participating Member State or (b) where the financial
instrument which is subject to the dealings is issued in a Participating Member State.
On 6 May 2014, the presidency of the Council of the European Union confirmed that all relevant
issues will continue to be examined by national experts. It noted the intention of the Participating
Member States to work on a progressive implementation of the FTT, focusing initially on the taxation
of shares and some derivatives. The first steps would be implemented at the latest on 1 January 2016.
On 31 October 2014 and 4 December 2014 the President of the Council of the European Union issued
reports addressed to such Council on the progress that has been made in relation to the project of
introducing the FTT in the Participating Member States since the ECOFIN Council Meeting held on
6 May 2014. These reports include, inter alia, proposals for: (i) an exemption for transactions in listed
shares of smaller companies which fall below a market capitalization threshold calculated by reference
to the Participating Member State in question; and (ii) the ability for Participating Member States to
opt to tax transactions in non-listed shares of companies located in their jurisdiction (which would
otherwise fall outside the FTT regime), marking progress towards introducing the tax on share
transactions initially. However, they acknowledge no consensus among Participating Member States
on the types of derivatives which would fall within the FTT or on the application of the key "issuance"
and "residence" principles in the collection of the FTT and in revenue allocation between Participating
Member States.
The FTT proposal remains subject to negotiation between the Participating Member States. It may
therefore be altered prior to any implementation, the timing of which remains unclear. Additional
Member States may decide to participate. If the proposed directive or any similar tax were adopted,
transactions in the Notes would be subject to higher costs, and the liquidity of the market for the Notes
may be diminished.
Prospective holders of the Notes are advised to seek their own professional advice in relation to the
FTT.
1.11 Market Value of the Notes
The market value of the Notes will be affected by the creditworthiness of the relevant Issuer and a
number of additional factors, including, but not limited to, the volatility of the market interest and
yield rates and the time remaining to the maturity date.
The value of the Notes depends on a number of interrelated factors, including economic, financial and
political events in France or elsewhere, including factors affecting capital markets generally and the
stock exchanges on which the Notes are traded. The price at which a Noteholder will be able to sell the
Notes prior to maturity may be at a discount, which could be substantial, from the issue price or the
purchase price paid by such Noteholder.
1.12 French Insolvency Law
Under French insolvency law, holders of debt securities are automatically grouped into a single
assembly of holders (the "Assembly") in order to defend their common interests if an accelerated
safeguard procedure (procédure de sauvegarde accélérée), an accelerated financial safeguard
(procédure de sauvegarde financière accélérée), safeguard (procédure de sauvegarde) or a judicial
reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to
the Issuer.
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