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Air Products Notifies Airgas of Proxy Solicitation at 2010 Annual Meeting

Friday, May 14, 2010 General News J E 4
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Proposes Slate of Three Independent and Highly Qualified Nominees To Represent Interests of All Airgas Shareholders

  • Amend Airgas' By-Laws to Limit Re-Seating Directors Not Elected by Airgas Shareholders, Excluding the Chief Executive Officer.  This amendment would provide that any director (other than Airgas' Chief Executive Officer) nominated by the Board for election, but not elected by Airgas' shareholders, at any annual meeting will be ineligible to serve on the Board for three years (when the class elected at such annual meeting is next up for election).  If Airgas' Chief Executive Officer is nominated by the Board for election, but not elected by the Airgas shareholders, he or she would only be eligible to serve on the Airgas Board if approved by a majority of the independent directors on the Airgas Board (but in no event as Chairman of the Airgas Board).

Without such an eligibility requirement, the remaining members of the Airgas Board could circumvent the mandate of Airgas' shareholders by immediately attempting to create vacancies and appointing the defeated Board nominees to fill the vacancies.  Air Products believes Airgas' shareholders are entitled to know their votes have meaning and that this proposal is critical to a fair stockholder process.

  • Amend Airgas' By-Laws to Require Airgas to Hold Future Annual Meetings in January. This amendment would require Airgas to hold the 2011 annual meeting on January 18, 2011 and all subsequent annual meetings in January.

Airgas has stated that its 2010 Annual Meeting will serve as a referendum for Airgas' shareholders on Air Products' offer.  However, because Airgas maintains a staggered board, the Board may choose to ignore the results of this referendum.  Even if all of Air Products' proposals are supported and all of the Air Products Nominees are elected, the incumbent directors could force the shareholders to wait another full year after the 2010 Annual Meeting -- if not longer -- to implement the changes at Airgas that would allow Airgas' shareholders to have the opportunity to appropriately consider Air Products' offer.  By adopting this proposal, Airgas' shareholders can provide themselves an early opportunity to replace a majority of the existing Airgas Board by January 2011 so that a new Airgas Board majority can decide whether to pursue Air Products' offer to acquire their shares.

  • Repeal All By-Law Amendments Adopted by the Airgas Board After April 7, 2010.  Air Products believes that in order to ensure that the will of the Airgas shareholders is upheld, the shareholders should repeal any new By-Law or amendment to the By-Laws which was adopted by the Airgas Board, without stockholder approval, after April 7, 2010 (which is the date of the last publicly disclosed amendment to Airgas' By-Laws) and prior to or on the date of the adoption of this proposal by the shareholders of Airgas.

Air Products believes this action may be necessary in the event that the Airgas Board adopts By-Law amendments which could impede the election of the Air Products nominees or the ability of the Air Products nominees, if elected, to pursue the best interests of Airgas and its shareholders.

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