Invitation to the Linde Annual General Meeting on 29 May 2013 LeadIng.

Transcription

1 LeadIng. Invitation to the Linde Annual General Meeting on 29 May 2013

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3 Invitation to the Annual General Meeting of Linde Aktiengesellschaft Dear Shareholders, You are invited to attend the Annual General Meeting of Linde Aktiengesellschaft to be held on Wednesday, 29 May 2013, at 10 a.m. CEST, in the ICM International Congress Centre Munich, Messegelände (Trade Fair Grounds), Munich, Germany. 3

4 Agenda 4 Agenda 1. Presentation of the adopted annual financial statements of Linde Aktiengesellschaft and the approved consolidated financial statements for the year ended 31 December 2012, the management reports for Linde Aktiengesellschaft and the Group including the explanatory report on the information pursuant to section 289 para. 4 and section 315 para. 4 German Commercial Code as well as the report of the Supervisory Board No resolution will be taken on agenda item 1. In accordance with the applicable law provisions, the Supervisory Board has approved the annual financial statements of Linde Aktiengesellschaft and the consolidated financial statements and has adopted the annual financial statements of Linde Aktiengesellschaft. Adoption by the Annual General Meeting is thus not required. All aforesaid documents are available on the Internet at and are available for inspection at the offices of Linde Aktiengesellschaft, Klosterhofstrasse 1, Munich, Germany. They will also be sent to any shareholder upon request. Furthermore, the documents will be available and will be explained in detail at the Annual General Meeting. 2. Resolution on the appropriation of the balance sheet profit (dividend payment) The Executive Board and the Supervisory Board propose that the balance sheet profit of EUR 500,010, from the business year 2012 be appropriated as follows: Payment of a dividend of EUR 2.70 per no-par-value share entitled to a dividend. The total dividend payout for 185,188,968 no-par-value shares entitled to a dividend amounts to EUR 500,010,

5 The 36,408 treasury shares held by the Company without any dividend entitlement at the time of the Executive Board s and the Supervisory Board s proposal are not included in the amount distributed. 3. Resolution on the discharge of the actions of the Executive Board The Executive Board and the Supervisory Board propose that the acts of the Executive Board members holding office in the business year 2012 be formally approved for this period. 4. Resolution on the discharge of the actions of the Supervisory Board The Executive Board and the Supervisory Board propose that the acts of the Supervisory Board members holding office in the business year 2012 be formally approved for this period. 5. Resolution on the appointment of public auditors Upon recommendation of the audit committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, Germany, be appointed auditor and Group auditor as well as auditor for the limited review of interim financial reports for the business year Resolution on the cancellation of the Authorised Capital I pursuant to number 3.6 of the Articles of Association and creation of a new Authorised Capital I with the possibility to exclude the subscription right of shareholders and the corresponding amendment of the Articles of Association The Annual General Meeting of 4 May 2010 authorised the Executive Board to issue, with the consent of the Supervisory Board, until 3 May 2015 an authorised capital in the amount of up to EUR 20,000,000 (Authorised Capital I) and resolved to amend the Articles of Association accordingly. The Executive Board has not exercised such authorisation so far. Almost half of the Authorised Capital II approved by the Annual General Meeting of 4 May 2012 has been utilised in connection with the capital increase in In order to enable the Company to cover a corresponding financial requirement quickly and flexibly, the Authorised Capital I shall be cancelled and a new authorised capital be established.

6 The Executive Board and the Supervisory Board propose that it be resolved as follows: 1 The authorisation adopted by the Annual General Meeting of 4 May 2010 ad agenda item 8 to increase the share capital of the Company with the consent of the Supervisory Board until 3 May 2015 by up to EUR 20,000,000 shall be cancelled (i) upon expiry of the contestation period (Anfechtungsfrist) pursuant to section 246 para. 1 German Stock Corporation Act without an action challenging the validity of the resolution under this agenda item 6 having been filed, or (ii) in the case of the filing of such an action in due time at the time such action has been finally dismissed, or the court, upon application by the Company, has rendered a final and unappealable decision to the effect that the filing of the action does not prevent the registration of the resolution on the authorised capital nos. 2 and 3 below and/or defects in the resolution of the Annual General Meeting do not affect the effectiveness of the registration. 6 Agenda The Executive Board is instructed to apply for registration of the resolution on the authorised capital no. 2 below as well as of the resolution on the amendment of the Articles of Association no. 3 below with the commercial register only if the conditions in the aforesaid paragraph are met. Upon registration with the commercial register, the existing authorised capital created by resolution of the Annual General Meeting of 4 May 2010 ad agenda item 8 pursuant to number 3.6 of the Articles of Association in the existing wording shall be cancelled. 2 The Executive Board is authorised, with the consent of the Supervisory Board, to increase the share capital until 28 May 2018 by up to EUR 47,000,000 by issuing (once or several times) a total of up to 18,359,375 new no-par-value bearer shares with a proportionate interest in the share capital of EUR 2.56 each against a cash contribution and/or a contribution in kind (Authorised Capital I). In principle, the new no-par-value shares have to be offered to the shareholders for subscription. However, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude the subscription right of shareholders with respect to fractional amounts and also to exclude the subscription right to such extent as may be required in order to grant to holders of option and/or conversion rights, or conversion obligations, respectively, issued by Linde Aktiengesellschaft or its direct or indirect subsidiaries a subscription right to new no-par-value shares in such amount as they would be entitled to following exercise of the option and/ or conversion rights or following fulfilment of a conversion obligation, respectively. Furthermore, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude the subscription right of the shareholders if, in the case of a capital increase against

7 cash contributions, the new shares are issued at an issue price which at the time of final determination of the issue price (which is to take place as close as possible to the time of the placement of the no-par-value shares) is not significantly below the stock exchange price of the no-par-value shares of the same kind which are already publicly traded, and the proportion of the share capital which mathematically is represented by the issued shares does not exceed in aggregate ten percent of the share capital, neither at the time this authorisation takes effect nor at the time of the exercise thereof. The proportion of the share capital represented by any other shares which have been or will be issued in the context of servicing option and/or convertible bonds must be mathemat ically taken into account in this maximum limit of ten percent of the share capital. This proportion shall, however, only be taken into account to the extent that the option and/or convertible bonds are issued in analogous application of section 186 para. 3 sentence 4 German Stock Corporation Act excluding the subscription right of the shareholders during the term of this authorisation. The share capital which mathematically is represented by those shares which, during the term of the authorisation pursuant to or in analogous application of section 186 para. 3 sentence 4 German Stock Corporation Act, are issued on the basis of an authorised capital, or following a repurchase are sold as treasury shares, shall also be taken into account. Furthermore, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude the subscription right in the case of capital increases against contributions in kind, and in particular where such capital increases are effected for the purpose of acquiring businesses, parts of businesses or stakes in business entities or in the course of corporate mergers. The Executive Board is also authorised, with the consent of the Supervisory Board, to exclude the subscription right for an amount of up to EUR 3,500,000 to the extent necessary in order to issue shares to employees of Linde Aktiengesellschaft and/or its affiliates under exclusion of the shareholders subscription rights. The Executive Board is authorised, with the consent of the Supervisory Board, to determine the further details of the capital increase and its implementation. The new shares may also be subscribed by certain credit institutions to be determined by the Executive Board which are subject to the obligation to offer such shares to the shareholders (indirect subscription right). 7 3 Number 3.6 of the Articles of Association is restated as follows: 3.6 The Executive Board is authorised, with the consent of the Supervisory Board, to increase the share capital until 28 May 2018 by up to EUR 47,000,000 by issuing (once or several times) a total of up to 18,359,375 new no-par-value bearer shares with

8 8 Agenda a proportionate interest in the share capital of EUR 2.56 each against a cash contribution and/or a contribution in kind (Authorised Capital I). In principle, the new no-par-value shares have to be offered to the shareholders for subscription. However, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude the subscription right of shareholders with respect to fractional amounts and also to exclude the subscription right to such extent as may be required in order to grant to holders of option and/or conversion rights, or conversion obligations, respectively, issued by Linde Aktiengesellschaft or its direct or indirect subsidiaries a subscription right to new no-par-value shares in such amount as they would be entitled to following exercise of the option and/ or conversion rights and/or following fulfilment of a conversion obligation, respectively. Furthermore, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude the subscription right of the shareholders if, in the case of a capital increase against cash contributions, the new shares are issued at an issue price which at the time of final determination of the issue price (which is to take place as close as possible to the time of the placement of the no-par-value shares) is not significantly below the stock exchange price of the no-par-value shares of the same kind which are already publicly traded, and the proportion of the share capital which mathematically is represented by the issued shares does not exceed in aggregate ten percent of the share capital, neither at the time this authorisation takes effect nor at the time of the exercise thereof. The proportion of the share capital represented by any other shares which have been or will be issued in the context of servicing option and/or convertible bonds must be mathematically taken into account in this maximum limit of ten percent of the share capital. This proportion shall, however, only be taken into account to the extent that the option and/or convertible bonds are issued in analogous application of section 186 para. 3 sentence 4 German Stock Corporation Act excluding the subscription right of the shareholders during the term of this authorisation. The share capital which mathematically is represented by those shares which, during the term of the authorisation pursuant to or in analogous application of section 186 para. 3 sentence 4 German Stock Corporation Act, are issued on the basis of an authorised capital, or following a repurchase are sold as treasury shares, shall also be taken into account. Furthermore, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude the subscription right in the case of capital increases against contributions in kind, and in particular where such capital increases are effected for the purpose of acquiring businesses, parts of businesses or stakes in business entities or in the course of corporate mergers.

9 The Executive Board is also authorised, with the consent of the Supervisory Board, to exclude the subscription right for an amount of up to EUR 3,500,000 to the extent necessary in order to issue shares to employees of Linde Aktiengesellschaft and/or its affiliates under exclusion of the shareholders subscription rights. The Executive Board is authorised, with the consent of the Supervisory Board, to determine the further details of the capital increase and its implementation. The new shares may also be subscribed by certain credit institutions to be determined by the Executive Board which are subject to the obligation to offer such shares to the shareholders (indirect subscription right). 4 The Supervisory Board is authorised to change the wording of numbers 3.1, 3.2 and 3.6 of the Articles of Association accordingly to reflect the respective use of the Authorised Capital I as well as upon expiry of the authorisation period. 7. Resolution on the cancellation of an existing and granting of a new authorisation to issue convertible bonds and/or bonds with warrants with the possibility to exclude the subscription right of shareholders for these convertible bonds and/or bonds with warrants, the cancellation of the conditional Capital 2010 and the creation of a new Conditional Capital 2013 and the corresponding amendment of the Articles of Association 9 The Annual General Meeting of 4 May 2010 resolved a conditional capital increase by up to EUR 85,000,000 for the purpose of servicing rights under convertible bonds and/or bonds with warrants issued by the Company or by Group companies controlled by the Company until 3 May The authorisation to issue these bonds provides for the possibility to exclude shareholders subscription rights pursuant to section 186 para. 3 sentence 4 German Stock Corporation Act for bonds with a conversion and/or option right or conversion obligation for shares with a total proportionate amount of the registered share capital which may not exceed ten percent of the registered share capital existing at the time the authorisation becomes effective, or if this value is lower at the time the authorisation is exercised. Because of the use of an authorised capital with exclusion of subscription rights pursuant to section 186 para. 3 sentence 4 German Stock Corporation Act this possibility is limited. To ensure the flexibility when issuing convertible bonds and/or bonds with warrants and in order to limit the authorisation to the extent necessary the existing authorisation shall be replaced by a new authorisation. Given this background, the authorisation to issue convertible bonds and/or bonds with warrants and the respective Conditional Capital 2010 granted by the Annual General

10 Meeting of 4 May 2010 as well as the relevant provision in number 3.8 of the Articles of Association are to be cancelled in their entirety and replaced by a new authorisation and a new Conditional Capital The Executive Board and the Supervisory Board therefore propose that the following resolutions be adopted: 1 Cancellation of the existing authorisation and the Conditional capital Agenda The authorisation to issue convertible bonds and/or bonds with warrants resolved by the Annual General Meeting of 4 May 2010 ad agenda item 9 shall be cancelled (i) upon expiry of the contestation period (Anfechtungsfrist) pursuant to section 246 para. 1 German Stock Corporation Act without an action challenging the validity of the resolution under this agenda item 7 having been filed, or (ii) in the case of the filing of such an action in due time at the time such action has been finally dismissed, or the court, upon application by the Company, has rendered a final and unappealable decision to the effect that the filing of the action does not prevent the reg istration of the resolution on the conditional capital increase nos. 3 and 4 below and/or defects in the resolution of the Annual General Meeting do not affect the effectiveness of the registration. The Executive Board is instructed to apply for registration of the resolution on the conditional capital increase no. 3 below as well as of the resolution on the amendment of the Articles of Association no. 4 below with the commercial register only if the conditions in the aforesaid paragraph are met. Upon registration with the commercial register, the existing conditional capital created by resolution of the Annual General Meeting of 4 May 2010 ad agenda item 9 pursuant to number 3.8 of the Articles of Association in the existing wording shall be cancelled. 2 Authorisation to issue convertible bonds and/or bonds with warrants and to exclude shareholders subscription rights for these convertible bonds and/or bonds with warrants. a General The Executive Board shall be authorised, with the consent of the Supervisory Board, to issue bearer or registered convertible bonds and/or bearer or registered bonds with warrants (collectively the bonds ) with limited or unlimited maturities, up to an aggregate nominal amount of EUR 3,500,000,000, on one or more occasions up until 28 May 2018, and to grant the bearers and/or holders of the bonds conversion and/or option rights, respectively (also with a conversion obligation), to no-par-value bearer shares in the Company with a pro rata

11 amount of the share capital of up to a total of EUR 47,000,000 in accordance with the more detailed provisions of the terms and conditions of these bonds. The bonds may be denominated in euros or limited to the equivalent amount in a foreign legal currency, for example that of an OECD country. They may also be issued by an affiliate controlled by the Company ( Group Affiliate ). In such instances, the Executive Board shall be authorised, with the consent of the Supervisory Board, to assume the guarantee for the bonds on behalf of the Company and to grant the bondholders conversion or option rights (also with conversion obligation) to no-par-value bearer shares in the Company. The individual bond issues shall be divided into different partial bonds (Teilschuldverschreibungen). b Bonds with warrants and convertible bonds Where bonds with warrants are issued, one or more warrants shall be attached to each partial bond granting to the holder the right to subscribe for no-par-value bearer shares in the Company subject to the option terms and conditions to be determined by the Executive Board. The option terms and conditions can also provide that the option price can be fulfilled by transfer of partial bonds and, if applicable, against additional payment in cash. The term of the option right may not exceed the term of the bond with warrants. Moreover, a consolidation of, and/ or a cash compensation for, any fractions may be determined. If convertible bonds are issued, in the case of bearer convertible bonds, the bearers, and in all other cases, the holders, are granted the right to convert their partial bonds into new no-parvalue bearer shares in the Company pursuant to the terms and conditions of the convertible bonds to be determined in detail by the Executive Board. The conversion ratio is the result of dividing the nominal amount of a partial bond by the conversion price determined for one no-par-value bearer share in the Company. Where the issue price of a partial bond is below the nominal amount, the conversion ratio is determined by dividing the issue price of the partial bond by the conversion price determined for one new no-par-value bearer share in the Company. The resulting conversion ratio may be rounded up or down to a whole figure; furthermore, an additional payment in cash may be determined. Moreover, a consolidation of, and/or a cash compensation for, any fractions may be determined. The terms and conditions of the bonds may provide for a variable conversion ratio and the determination of the conversion price (subject to the minimum price set forth below) is to be determined within a provided range depending on the development of the price of the nopar-value share of the Company during the term of these bonds. Section 9 para. 1 and section 199 German Stock Corporation Act remain unaffected. 11

12 c Conversion obligation The convertible bond terms and conditions may also set forth a conversion obligation at maturity (or at an earlier date). The pro rata amount of the share capital represented by the shares to be issued upon conversion must not exceed the nominal amount of the partial bond. The bond terms and conditions may authorise the Company to wholly or partly compensate in cash a difference, if any, between the nominal amount of the convertible bond and the product of the conversion price and the conversion ratio. Section 9 para. 1 and section 199 German Stock Corporation Act remain unaffected. d Alternative performance 12 Agenda The terms and conditions for convertible bonds and/or bonds with warrants may provide that the Company is entitled to issue to the holders of the bond shares of the Company instead of payment of the amount of cash due (or any part of this amount). The shares are in each case determined at a value which is equal to the arithmetic mean of the closing auction prices (rounded up to full cents) quoted for shares in the Company of the same kind in XETRA trading (or a functionally comparable successor system) on the Frankfurt Stock Exchange on the last ten trading days prior to the declaration of conversion or of the exercise of the option, respectively, in accordance with the more detailed provisions of the bond terms and conditions. The terms and conditions for convertible bonds and/or bonds with warrants may provide that upon conversion or the exercise of option rights, the Company may also issue treasury shares to bondholders. In addition, the terms and conditions may provide that instead of issuing shares to holders of convertible bonds or bonds with warrants, the Company shall pay the equivalent value in cash. In accordance with the more detailed provisions of the bond terms and conditions, the consideration per share is equal to the arithmetic mean (rounded up to full cents) of the closing auction prices quoted for shares in the Company of the same kind in XETRA trading (or a functionally comparable successor system) on the Frankfurt Stock Exchange on the last ten trading days prior to the declaration of conversion or of the exercise of the option, respectively.

13 e Conversion price and option price The option price or conversion price to be determined for a no-par-value share in the Company shall be, except in cases in which a conversion obligation or a right to substitute is provided for, at least 80 percent of the arithmetic mean of the closing auction prices of shares in the Company of the same kind in XETRA trading (or a functionally comparable successor system) on the Frankfurt Stock Exchange on the last ten trading days prior to the date of the resolution on the issuance of the bonds by the Executive Board, or if a direct subscription right is granted at least 80 percent of the arithmetic mean of the closing auction prices of shares in the Company of the same kind in XETRA trading (or a functionally comparable successor system) on the Frankfurt Stock Exchange during the subscription period (excluding the days of the subscription period which are necessary in order to publish the option or conversion price in due time in accordance with section 186 para. 2 sentence 2 German Stock Corporation Act). In cases of a conversion obligation or a right to substitute, the option price or conversion price may in accordance with the more detailed conditions of the option terms and conditions either at least correspond to the aforementioned minimum price or the arithmetic mean of the closing auction prices of the shares in the Company of the same kind in Xetra trading (or a functionally comparable successor system) on the Frankfurt Stock Exchange on the last ten trading days prior to the final maturity day or the other determined point in time, even if such arithmetic mean is below the aforementioned minimum price (80 percent). Section 9 para. 1 and section 199 German Stock Corporation Act remain unaffected. 13 f Dilution protection If the Company implements a capital increase granting subscription rights to its shareholders during the period for exercising conversion or option rights, or issues additional convertible bonds or bonds with warrants, or issues or guarantees option and/or conversion rights without granting holders of existing option and/or conversion rights subscription rights therein to which they would be entitled as shareholders upon exercise of their option and/or conversion rights, or upon fulfilment of their conversion obligations, or if the Company implements a capital increase using the Company s reserves, the terms and conditions for convertible bonds or bonds with warrants must ensure that the commercial value of existing option or conversion rights remains unaffected, by making adjustments to the value of option or conversion rights in a value-preserving manner, to the extent that such adjustment is not already

14 prescribed by mandatory law provisions. This shall apply mutatis mutandis in the event of any reduction of the share capital or other corporate action, and in the case of restructurings, acquisition of control by third parties, special dividends or other comparable measures which may result in a dilution of the value of the Company s shares. Section 9 para. 1 and section 199 German Stock Corporation Act remain unaffected. g Subscription right and exclusion of subscription right 14 Agenda Shareholders shall generally have subscription rights, i.e. the bonds with warrants and/or convertible bonds shall generally be offered to the shareholders of the Company for subscription. The bonds may also be subscribed by one or several credit institutions subject to the obligation to offer such bonds to the shareholders. If bonds are issued by a Group Affiliate, the Company shall ensure that shareholders of the Company are granted their statutory subscription rights. However, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude the subscription rights of the shareholders regarding bonds issued against cash payment, if the Executive Board, upon due review, determines that the issue price of the bonds is not materially below their theoretical market value as computed in accordance with generally accepted financial mathematical methods. This authorisation shall, however, apply only to bonds with conversion rights and/or option rights or with a conversion obligation for shares representing an aggregate pro rata share of up to ten percent of the Company s share capital as of the effective date of this authorisation or if this amount is lower ten percent of the Company s share capital as of the date this authorisation is exercised. When calculating the aforementioned ten percent limit, the pro rata amount of the share capital shall be taken into account that is attributable to the shares or to which the conversion and/or option rights or obligations under the bonds relate, which have been issued since the granting of this authorisation before the issue without granting subscription rights pursuant to section 186 para. 3 sentence 4 German Stock Corporation Act of the bonds carrying option and/or conversion rights or option obligation under exclusion of the subscription rights on the basis of an authorisation of the Executive Board to exclude the subscription rights pursuant to or in analogous application of section 186 para. 3 sentence 4 German Stock Corporation Act or which have been sold as acquired treasury shares during the term of such authorisation in analogous application of section 186 para. 3 sentence 4 German Stock Corporation Act. Furthermore, the Executive Board shall be authorised, with the consent of the Supervisory Board, to exclude the shareholders subscription rights regarding fractional amounts which

15 result from subscription ratios, and also to exclude the subscription rights with the consent of the Supervisory Board to the extent required in order to grant to holders of previously issued bonds with conversion or option rights or obligations in respect of no-par-value bearer shares in the Company a subscription right in the amount to which they would be entitled upon exercise of their conversion or option rights or upon fulfilment of their conversion obligations. h Further structuring possibilities The Executive Board is authorised, with the consent of the Supervisory Board, to determine all other details regarding the issuance and the features of the bonds, including, without limitation, the interest rate and type of interest, the issue price, the term to maturity, the denomination, the dilution protection provisions, the applicable conversion and option periods, conversion and option prices and/or, where applicable, to determine such details in consultation with the relevant bodies of the group affiliates issuing the bonds. 3 Creation of a conditional capital The share capital of the Company is conditionally increased by up to EUR 47,000,000 by issuing up to 18,359,375 new no-par-value bearer shares, with a pro rata amount of the share capital attributable to each share of EUR 2.56 (Conditional Capital 2013). The purpose of the conditional increase in capital is to grant shares to bearers or holders of convertible bonds and/or bonds with warrants issued in accordance with the above authorisation. The conditional increase in capital shall be implemented only to the extent that conversion and/or option rights arising from such convertible or bonds with warrants are exercised or conversion obligations arising therefrom are fulfilled and that treasury shares are not used to service such rights. The new shares are issued at the option or conversion price, as the case may be, to be determined in accordance with the above authorisation. New shares shall be entitled to participate in the profit as of the beginning of the business year in which they are created as a result of the exercise of conversion or option rights or as a result of compliance with conversion obligations. The Executive Board is authorised to determine all further details regarding the implementation of the conditional increase in capital with the consent of the Supervisory Board Restatement of number 3.8 of the Articles of Association Number 3.8 of the Articles of Association is restated as follows: 3.8 The share capital is conditionally increased by up to EUR 47,000,000 by issuing up to 18,359,375 new no-par-value

16 16 Agenda bearer shares, with a pro rata amount of the share capital attributable to each share of EUR 2.56 (Conditional Capital 2013). The conditional increase in capital shall be implemented only to the extent (i) that the bearers or holders of conversion or option rights which exist or are attached to convertible bonds or bonds with warrants issued by the Company or by group affiliates controlled by the Company up until 28 May 2018 based on the authorisation resolution of the Annual General Meeting of 29 May 2013 exercise their conversion and/or option rights, or (ii) that the bearers or holders obligated to conversion of convertible bonds issued up until 28 May 2018 by the Com pany or by group affiliates controlled by the Company based on the authorisation resolution of the Annual General Meeting of 29 May 2013 fulfil their conversion obligation, in cases (i) and (ii) in each instance provided that no treasury shares are used to service such rights. The new shares are issued at the option or conversion price, as the case may be, to be determined in accordance with the above authorisation resolution. The new shares shall be entitled to participate in the profit as of the beginning of the business year in which they are issued as a result of the exercise of conversion or option rights or as a result of compliance with conversion obligations. The Executive Board is authorised, with the consent of the Supervisory Board, to determine all further details regarding the implementation of the conditional increase in capital. 5 Authorisation of the Supervisory Board to amend the wording of the Articles of Association The Supervisory Board is authorised to amend the wording of numbers 3.1, 3.2 and 3.8 of the Articles of Association in accordance with the relevant issue of the new shares and to effect all amendments of the Articles of Association in connection therewith relating only to the wording. The same applies accordingly in case the authorisation to issue convertible bonds or bonds with warrants is not used upon expiry of the term of the authorisation, as well as in case the conditional capital is not used after expiry of the terms for the exercise of the option or conversion rights or for the fulfilment of conversion obligations, respectively. 8. Resolution on the cancellation of the Conditional Capital 2002 pursuant to number 3.9 of the Articles of Association and corresponding amendment of the Articles of Association The existing Conditional Capital 2002 pursuant to number 3.9 of the Articles of Association, which was approved by the Annual General Meeting of 14 May 2002, in the amount of EUR 15,360,000, served for the issue of subscription rights on shares in the Company to members

17 of the Executive Board, executives of Linde Aktiengesellschaft and to members of the management boards and executives of affiliate companies in Germany and abroad under the Linde Management Incentive Programme ( MIP ). The Conditional Capital 2002 has been utilised in an amount of EUR 13,138, Since no option rights under the MIP can be exercised any more, the remaining Conditional Capital 2002 pursuant to section 3.9 of the Articles of Association in an amount of EUR 2,221, shall be completely cancelled. The Executive Board and the Supervisory Board propose that it be resolved as follows: 1 The remaining Conditional Capital 2002 pursuant to section 3.9 of the Articles of Association approved by the Annual General Meeting of 14 May 2002 is cancelled. Section 3.9 of the Articles of Association shall be deleted without replacement. 2 The existing numbers 3.10 and 3.11 of the Articles of Association become numbers 3.9 and 3.10 in the same order. 9. New elections to the Supervisory Board and appointment of reserve members 17 The term of office for all shareholder representatives of the Supervisory Board ends with the conclusion of the Annual General Meeting of 29 May 2013 according to section 102 German Stock Corporation Act ( AktG ) and number 7.2 of the Articles of Association. According to sections 96 para. 1 and 101 para. 1 AktG and section 7 para. 1 sentence 1 no. 1 of the German Co-Determination Act ( MitbestG ) the Supervisory Board of the Company is composed of six members to be elected by the General Meeting and six members to be elected by the employees. The employees representatives of the Supervisory Board members will be elected in April 2013 in accordance with the provisions of the MitbestG with effect from the conclusion of the Annual General Meeting of 29 May The elections of the shareholders representatives of the Supervisory Board shall be conducted as individual elections. The General Meeting is not bound by election proposals. The following election proposals are based on the recommendation of the Nomination Committee of the Supervisory Board and take into account the objectives for its composition defined by the Supervisory Board. 1 The Supervisory Board proposes to elect the following individuals as shareholder representatives of the Supervisory Board for a new term of office until the conclusion of the Annual General Meeting that is to resolve upon the discharge of the acts of the Executive Board

18 and the Supervisory Board occurring during the fourth fiscal year following the commencement of their term of office. The business year in which the term of office commences shall not be counted. Professor Dr oec. Dr iur. Ann-Kristin Achleitner, Munich, University Professor at the Technical University Munich, Dr rer. pol. Clemens Börsig, Frankfurt am Main, Former Chairman of the Supervisory Board of Deutsche Bank AG, Michael Diekmann, Munich, Chairman of the Board of Management of Allianz SE, Franz Fehrenbach, Gerlingen, Chairman of the Supervisory Board of Robert Bosch GmbH and managing shareholder of Robert Bosch Industrietreuhand KG, Klaus-Peter Müller, Frankfurt am Main, Chairman of the Supervisory Board of Commerzbank AG, 18 Agenda Dr rer. pol. manfred Schneider, Cologne, Former Chairman of the Supervisory Board of Bayer AG. Pursuant to Section sentence 3 of the German Corporate Governance Code, attention is drawn to the following: If elected to the Supervisory Board, Dr Manfred Schneider is to be proposed as candidate for the position of Chairman of the Supervisory Board. 2 The Supervisory Board proposes further that it be resolved as follows: Dr. Mathias Otto, Liederbach, Vice General Counsel for Germany, Central and Eastern Europe of Deutsche Bank AG and Günter Hugger, Bensheim, General Counsel and Divisional Board Member, Group Legal of Commerzbank AG shall concurrently with the election of the shareholders representatives be elected as reserve members for each of the aforementioned individuals, with the proviso that they become members of the Supervisory Board in the sequence as detailed in the provisions of the Articles of Association, if shareholder representatives of the Supervisory Board retire from the Supervisory Board before the termination of their term of office and that they retain their positions as reserve members in the sequence as detailed, if the General Meeting holds new elections for a member who has retired early and who has been replaced by a substitute.

19 Further information on the candidates for the Supervisory Board proposed for election by the shareholders and their reserve members is set out in the annotations to item 9 of the agenda. 10. Resolution on further amendments of the Articles of Association 1 Resolution on the amendment of number 2.1 of the Articles of Association (Object of the Company) The Company has a growing engagement in the growth market Healthcare, the business with medical gases and related services. The Healthcare activities cover the fields Homecare and Hhospital Care. The Company will further strengthen its position in this market. Examples are the acquisition of the Homecare business of Air Products in continental Europe and Lincare in the US. To reflect this orientation stronger in the Articles of Association, the Scope of Business in number 2.1 of the Articles of Association shall be amended. The Executive Board and the Supervisory Board propose that number 2.1 of the Articles of Association (Object of the Company) be amended as follows: The object of the Company is a b c d the manufacture and sale of industrial and other gases and their secondary products and the construction, acquisition, sale and operation of plants in which industrial and other gases are manufactured or used; the manufacture and sale of products in the field of apparatus and mechanical engineering; the manufacture and sale of products in the field of medical technology, of pharmaceutical products and of other products in the health care area; and the design and construction, acquisition, sale and operation of industrial process and other industrial plants, facilities in the health care area as well as plants for research purposes.

20 2 Resolution on the amendment of number 7.1 of the Articles of Association (Composition of the Supervisory Board) The provision of number 7.1 of the Articles of Association shall be simplified. The Executive Board and the Supervisory Board propose that number 7.1 of the Articles of Association (Composition of the Supervisory Board) be amended as follows: 7.1 The Supervisory Board is composed of the minimum number of members required by applicable law. Also the election of the members shall be governed by applicable law. 3 Resolution on the amendment of number 11 of the Articles of Association (Remuneration of the Supervisory Board) 20 Agenda The current rule concerning Supervisory Board remuneration in number 11 of the Articles of Association provides for a fixed and a variable remuneration linked to the dividend payment and based on the return on the average capital employed for the respective business year (ROCE). With the amendment of number of the German Corporate Governance Code on 15 May 2012 the previous recommendation that the Supervisory Board remuneration package should also contain performance-related emoluments has been retracted. The granting of a performance-related remuneration is now only provided for as a possible option and if a performance-related remuneration is promised it shall be oriented towards sustainable growth of the Company. The current Supervisory Board remuneration does not comply with the current recommendation of the German Corporate Governance Code. The remuneration shall be replaced by a fixed remuneration only. The Company is of the opinion that this type of remuneration is more suitable for compensating the independent advice and control function of the Supervisory Board. The shareholder representatives candidates proposed by the Supervisory Board for election to the Supervisory Board and the employee representatives already elected whose term of office begins as of the end of the Annual General Meeting have declared to the Supervisory Board ( voluntary pledge ) that they will each purchase Linde shares for 25 percent of the fixed remuneration paid in accordance with the proposal in number 11.1 and 11.2 of the Articles of Incorporation (before taxes) and that they will hold these shares for their term of office on the Supervisory Board of Linde Aktiengesellschaft. This shall not apply when Supervisory Board members transfer at least 85 percent of their fixed remuneration to the Hans Böckler Foundation in accordance with Deutscher Gewerkschaftsbund (Confederation of German Trade Unions) guidelines or to their employer to fulfil a duty arising from a service or employment contract. In these cases, if less than 85 percent of the fixed remuneration is transferred, then the voluntary pledge applies to the portion not transferred. By voluntarily pledging to

21 invest in and to hold Linde shares, the Supervisory Board members aim to create another mechanism to orient their interest on the long-term, sustainable success of the Company. The Executive Board and the Supervisory Board propose to resolve as follows: Number 11 of the Articles of Association (Remuneration) shall be restated as follows: 11. Remuneration 11.1 Each member of the Supervisory Board receives a fixed yearly remuneration in the amount of EUR 150, Instead of the remuneration pursuant to number 11.1, the Chairman of the Supervisory Board shall receive a fixed yearly remuneration in the amount of EUR 450,000 and each Vice Chairman in the amount of EUR 225,000. This remuneration covers membership and chairmanships in committees Each member of the Standing Committee and of the Audit Committee receives in addition to the remuneration specified in number 11.1 a compensation in the amount of EUR 30,000; the Chairman of the Audit Committee receives additional EUR 60, Supervisory Board members who have been members of the Supervisory Board or of one of its committees or who have held the position of Chairman or Vice Chairman of the Supervisory Board or have chaired one of its committees for only a part of the fiscal year receive a lower compensation on a pro-rated basis In addition, each member of the Supervisory Board receives an attendance fee of EUR 1,000 for each meeting of the Supervisory Board and its committees in which he or she participates. If several meetings take place on one day, the attendance fee shall be paid only once The compensation shall be paid after the end of the respective fiscal year The Company reimburses the members of the Supervisory Board the expenses incurred through the exercise of their office, including any value added tax payable on their remuneration and on the reimbursement of their expenses. The Company may take out liability insurance for the members of the Supervisory Board to cover their legal liability arising from their activities as members of the Supervisory Board.

22 11.8 The foregoing provisions of this section 11 apply as from 29 May The remuneration of the Supervisory Board for the business year 2013 shall be determined for the period from 1 January 2013 through 29 May 2013 in accordance with the provisions of the Articles of Association in effect at that time and for the subsequent period through 31 December 2013 in accordance with the foregoing provisions of this section 11, provided that the amounts stipulated in the applicable provisions shall be reduced on a pro rata temporis basis. 4 Resolution on the amendment of number 17.1 of the Articles of Association (Announcements of the Company) The electronic Federal Gazette has been renamed to Federal Gazette. This change shall be reflected in the Articles of Association. The Executive Board and the Supervisory Board propose that number 17.1 of the Articles of Association (Announcements of the Company) be amended as follows: 17.1 The Company s announcements shall be published in the Ffederal Gazette. 22 Agenda

23 Reports BY the executive Board to the Annual General Meeting and iinformation on the proposed candidates for the ELECTIon to the supervisory Board Report by the Executive Board to the Annual General Meeting on agenda item 6 regarding the exclusion of subscription rights upon issuing shares from the Authorised Capital I pursuant to section 203 paras. 1 and 2 German Stock Corporation Act in conjunction with section 186 para. 3 sentence 4 and para. 4 sentence 2 German Stock Corporation Act The Executive Board renders the following report on agenda item 6 to the Annual General Meeting in accordance with section 203 paras. 1 and 2 in conjunction with section 186 para. 3 sentence 4 and para. 4 sentence 2 German Stock Corporation Act on the reasons for the authorisation of the Executive Board to exclude the subscription right of shareholders when availing itself of the authorisation to effect a capital increase. This report will be available for inspection by shareholders as from the day of publication of the notice convening the Annual General Meeting at the offices of the Company and will be sent to shareholders upon request. This report is also available via the Ccompany s

24 website at and will be available at the Annual General Meeting. The report is published as follows: 24 Reports by the Eexecutive Board to the Annual General Meeting and information on the proposed candidates for the election to the Supervisory Board Under agenda item 6, the creation of an Authorised Capital I in the amount of EUR 47,000,000 is proposed which authorises the issue of up to a total of 18,359,375 new no-par-value bearer shares. The proposed authorisation serves the maintenance and enlarging of the equity capital base of the Company and replaces the Authorised Capital I which was resolved at the Annual General Meeting of 4 May 2010 in the amount of EUR 20,000,000. An adequate equity capital base is the basis for the business development of the Company. The Authorised Capital I is to enable the Company also in the future to cover a respective financing need in a fast and flexible manner. When using the Authorised Capital I, the shareholders are in principle offered a subscription right. The proposed authorisation provides, however, that the management is to be entitled to exclude the subscription right if, as a consequence of the subscription ratio, fractional amounts come to exist, the realisation of which is only possible upon exclusion of the statutory subscription right of the shareholders. The exclusion of the subscription right for fractional amounts serves the purpose of facilitating a smooth and practicable subscription ratio. The new shares excluded as free fractions from shareholders subscription rights are either sold on the stock exchange or are otherwise sold for the Company based upon the best terms and conditions available. If the shareholders are offered new no-par-value shares for subscription, the holders of option and/or conversion rights or conversion obligations, respectively, issued by the Company or its direct or indirect subsidiaries are either to be granted a subscription right, excluding the subscription right of the shareholders, in respect of new no-par-value shares, to which they would be entitled when exercising an option and/or conversion right, or upon fulfilment of a conversion obligation, respectively, or the option or conversion price is to be reduced in accordance with the terms and conditions of the option or convertible bond. With the proposed resolution, the Executive Board of the Company seeks to avail itself of the opportunity to choose between the two alternatives when using the Authorised Capital I, taking due consideration of the interests. Furthermore, the management is to be given the option to exclude the subscription right pursuant to section 186 para. 3 sentence 4 German Stock Corporation Act in case of a capital increase against cash contributions. This possibility provided by law to exclude the subscription right provides the management with the flexibility to seize favourable capital market situations on a short-term basis and, by determining the (issue) price in accordance with prevailing market terms, to achieve the highest possible issue price and thus the largest possible addition to the Company s capital resources. The Company is also to be provided with this possibility. In the case of making use of this possibility of a capital increase, the management will limit the discount, if any, on the