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Linde Public Limited Company
Guildford, United Kingdom
ISIN IE00BZ12WP82
Notice of 2020 Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders of Linde plc ('Linde' or the 'Company') will be held at 11:00 a.m. local time (British
Summer Time) on Monday, July 27, 2020 at the Corinthia Hotel, Whitehall Place, Westminster, London, SW1A 2BD, U.K., for the
following purposes: (please see the notice below regarding possible changes to the meeting as a result of the COVID-19 pandemic) | 1. | By separate resolutions, to re-appoint the twelve director nominees described in the proxy statement. | | 2. | To (a) ratify, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers ('PwC') as independent auditor
of the Company and (b) to authorize the Board, acting through the Audit Committee, to determine PwC's remuneration.
| | 3. | To determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law. | | 4. | To approve, on an advisory and non-binding basis, the compensation of the Company's named executive officers. | | 5. | To conduct such other business as may properly come before the meeting. |
Potential Impact of the COVID-19 Pandemic on the Annual General Meeting
Linde is monitoring coronavirus (COVID-19) developments and the related recommendations and protocols issued by public health
authorities and governments. The health and well-being of Linde's shareholders is a high priority. If Linde determines that
it is not possible or advisable to hold the Annual General Meeting in person in the usual way, Linde will announce alternative
arrangements for the meeting, which may include a change in the date or time of the meeting, a change in the meeting location
and/or holding the meeting primarily by means of remote electronic communication. Linde will announce any such change and
the details on how to participate by press release, which will be available on Linde's website at
www.linde.com/newsmedia/press-releases
published in the Bundesanzeiger and filed with the Securities and Exchange Commission as additional proxy materials. If you
are planning to attend the meeting, please check the website prior to the meeting date.
Shareholders may, by technological means, participate in the 2020 Annual General Meeting in Ireland in accordance with section
176 of the Irish Companies Act 2014 by attending the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland
at the time of the meeting.
The Proxy Statement and a form of proxy are being distributed to shareholders on or about April 28, 2020. Only holders of
record of Linde ordinary shares at the close of business on April 27, 2020 will be entitled to notice of the meeting or any
adjournment or postponement thereof. Pursuant to section 1105(2) of the Irish Companies Act 2014, only holders of record of
Linde ordinary shares at 11:00 a.m. local time (British Summer Time) on July 25, 2020 will be entitled to attend, speak, ask
questions and vote at the meeting in respect of the number of shares registered in their name at that time.
It is important that your shares be represented and voted at the meeting. Any shareholder entitled to attend, speak, ask questions
and vote at the meeting, may exercise his or her right to vote by appointing a proxy or proxies to attend and vote on his
or her behalf. A shareholder may appoint the persons named in the proxy card provided or another person, who need not be a
shareholder in the Company, as a proxy, by electronic means or in writing, to vote some or all of their shares. Appointment
of a proxy does not preclude members from attending, speaking and asking questions at the meeting should they subsequently
wish to do so. Please note that proxies may be required to provide identification to attend the meeting.
Whether or not you expect to attend the annual general meeting in person, please promptly provide your proxy by either using
the Internet, as further explained in the accompanying proxy statement, or by filling in, signing, dating and promptly mailing
a proxy card.
Further information, including the 2020 Notice of Annual General Meeting and Proxy Statement, is available at https://investors.linde.com/en/annual-general-meeting-of-shareholdersWe recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the
meeting and appointing a proxy under 'Information About the Annual General Meeting and Voting' on page 78 of the proxy statement. Please be aware that, if you own shares in a brokerage account, you must instruct your broker on how to vote your shares.
Without your instructions, New York Stock Exchange rules do not allow your broker to vote your shares on any of the proposals
except the ratification of the appointment of the independent auditor. Please exercise your right as a shareholder to vote
on all proposals, including the re-appointment of the director nominees, by instructing your broker by proxy.
By Order of The Board of Directors
Guildford, United Kingdom, April 28, 2020
Bei Fragen kontaktieren Sie unsere Hotline:
Contact our Hotline for questions:
+49(0)89 20 190 352
hv-service.linde@adeus.de | Hinweis: Aktionäre werden aufgrund der COVID-19-Pandemie von vornherein gebeten, über ihr Kreditinstitut eine Proxy Card zu bestellen
und damit ihre Stimmen über den Online-Service abzugeben, aber keine persönliche Teilnahme an der ordentlichen Hauptversammlung
2020 der Linde plc einzuplanen.
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- Before you Vote -
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: | 2020 |
PROXY STATEMENT | | 2019 |
FORM 10-K AND ANNUAL REPORT TO SHAREHOLDERS | | 2019 |
IFRS ANNUAL REPORT |
How to View Online: Visit: https://investors.linde.com/annual-general-meeting-of-shareholders How to Request and Receive a PAPER Copy: If you want to receive a paper copy of these documents, you must request one. There is NO charge for requesting a copy. Please
choose one of the following methods to make your request:
| 1) | BY TELEPHONE: +49(0)89 20190 352 | | 2) | BY E-MAIL: hv-service.linde@adeus.de |
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please
make the request as instructed above on or before July 13, 2020 to facilitate timely delivery.
- How to Vote -
Please Request a Proxy Card
Vote in Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket
issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
You can attend the meeting by requesting a Proxy Card, which will include an attendance ticket. Contact your bank or broker
to request a Proxy Card.
Vote by Internet: You can vote by Internet by requesting a Proxy Card, which will include an Internet access code. Contact your bank or broker
to request a Proxy Card.
Vote by Mail: You can vote by mail by requesting a Proxy Card. Contact your bank or broker to request a Proxy Card.
- Voting Items -
The Board of Directors recommends a vote 'FOR' the nominees listed below. | 1. |
Election of Directors.
Nominees:
| | 1a. |
Prof. Dr. Wolfgang Reitzle | | 1b. |
Stephen F. Angel | | 1c. |
Prof. DDr. Ann-Kristin Achleitner | | 1d. |
Prof. Dr. Clemens Börsig | | 1e. |
Dr. Nance K. Dicciani | | 1f. |
Dr. Thomas Enders | | 1g. |
Franz Fehrenbach | | 1h. |
Edward G. Galante | | 1i. |
Larry D. McVay | | 1j. |
Dr. Victoria Ossadnik | | 1k. |
Prof. Dr. Martin H. Richenhagen | | 1l. |
Robert L. Wood |
The Board of Directors recommends a vote 'FOR' PROPOSALS 2a and 2b, 3, and 4. | 2a. |
To ratify, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers ('PWC') as the independent auditor. | | 2b. |
To authorize the Board, acting through the Audit Committee, to determine PWC's remuneration. | | 3. |
To determine the price range at which Linde plc can re-allot shares that it acquires as treasury shares under Irish law. | | 4. |
To approve, on an advisory and non-binding basis, the compensation of Linde plc's Named Executive Officers, as disclosed in
the 2020 Proxy Statement.
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In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or
any adjournment or postponement thereof.
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