Invitation to the Annual General Meeting 2018 on 3 May 2018

Transcription

1 Invitation to the Annual General Meeting 2018 on 3 May 2018

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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 Aktien gesellschaft to be held on Thursday, 3 May 2018, at a. m. CEST, in the ICM International Congress Centre Munich, Messegelände (Trade Fair Grounds), Munich, Germany. 3

4 I AGENDA 1. Presentation of the adopted annual financial statements of Linde Aktien gesellschaft and the approved consolidated financial statements for the year ended 31 December 2017, the combined management report for Linde Aktien gesellschaft and the Group including the explanatory report on the information pursuant to section 289a para. 1 and section 315a para. 1 German Commercial Code as well as the Report of the Supervisory Board Agenda 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 Aktien gesellschaft and the consolidated financial statements and has adopted the annual financial statements of Linde Aktien gesellschaft. Adoption by the Annual General Meeting is thus not required. 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 1,299,466, from the business year 2017 be appropriated as follows: Payment of a dividend of EUR 7.00 per no-par-value share entitled to a dividend. The total dividend payout for 185,638,071 no-par-value shares entitled to a dividend therefore amounts to EUR 1,299,466, The 95,109 treasury shares without any dividend entitlement held by the Company at the time of the Executive Board s and the Supervisory Board s resolution on the proposed appropriation of the balance sheet profit (dividend payment) are not included in the calculation of the total dividend payment. In accordance with section 58 para. 4 sentence 2 German Stock Corporation Act the dividend claim becomes due for payment on the third business day after the Annual General Meeting, i. e. on Tuesday, 8 May Provision of an earlier due date is not permissible (section 58 para. 4 sentence 3 German Stock Corporation Act). 4

5 3. Resolution on the discharge of the actions of the Executive Board members The Executive Board and the Supervisory Board propose that the acts of the Executive Board members holding office in the business year 2017 be formally approved for this period. It is intended to conduct the vote on the discharge of the actions of the Executive Board members on an individual basis for each member. 4. Resolution on the discharge of the actions of the Supervisory Board members The Executive Board and the Supervisory Board propose that the acts of the Supervisory Board members holding office in the business year 2017 be formally approved for this period. It is intended to conduct the vote on the discharge of the actions of the Supervisory Board members on an individual basis for each member. 5. Resolution on the appointment of public auditors Upon recommendation of the Audit Committee, the Supervisory Board proposes that 1 KPMG AG Wirtschafts prüfungs gesellschaft, Berlin, Germany, be appointed auditor and Group auditor for the business year 2018 as well as auditor for the limited review of interim (condensed) financial statements and reports for the business year 2018, if and to the extent such interim financial statements and reports will be reviewed by the auditor, 2 KPMG AG Wirtschafts prüfungs gesellschaft, Berlin, Germany, be appointed auditor for the limited review of the interim (condensed) financial statement and report for the first quarter of 2019, if and to the extent such interim (condensed) financial statements and reports will be reviewed by the auditor. 5

6 6. 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 corresponding amendment of the Articles of Association The Annual General Meeting of 29 May 2013 authorised the Executive Board to issue, with the consent of the Supervisory Board, until 28 May 2018 an authorised capital in the amount of up to EUR 47,000,000 (Authorised Capital I) and resolved to amend the Articles of Association accordingly. The Executive Board has not made use of that authorisation so far. In order to enable the Company in the future at any time to satisfy relevant financial requirements quickly and flexibly and in order to avoid any gap between the expiry of the old and the effectiveness of a new authorisation, the old Authorised Capital I shall be cancelled and a new authorised capital shall be resolved. The Executive Board and the Supervisory Board propose that it be resolved as follows: Agenda 1 The authorisation adopted by the Annual General Meeting of 29 May 2013 according to agenda item 6 to increase the share capital of the Company with the consent of the Supervisory Board until 28 May 2018 by up to EUR 47,000,000 is cancelled; the cancellation shall become effective as of the registration with the commercial register of the change of the Articles of Association as stated below under 3. 2 The Executive Board is authorised, with the consent of the Supervisory Board, to increase the share capital until 2 May 2023 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 Aktien gesellschaft or its direct or indirect subsidiaries a subscription right to new no-parvalue 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 cash 6

7 contributions, the new shares are issued at an issue price which is not significantly below the stock exchange price of the no- parvalue 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 10 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 issuance of shares in the context of servicing option and/or convertible bonds must be mathematically taken into account in these 10 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 companies, shares in companies or stakes in business entities, in the course of corporate mergers or any contribution of other assets including receivables against the Company. The Executive Board is also authorised, with the consent of the Supervisory Board, to exclude the subscription right for an amount up to EUR 3,500,000 to the extent necessary in order to issue shares to employees of Linde Aktien gesellschaft and/or its affiliates under exclusion of the shareholders subscription rights. The proportionate amount of share capital attributable to shares issued on a non-pre-emptive basis, other than shares issued to employees of Linde Aktien gesellschaft and/or its affiliates under exclusion of the subscription right, may not exceed a total of 20 percent of the Company s capital stock existing at the time this authorisation becomes effective or, if lower, at the time this authorisation is used. This limit is reduced by the amount of share capital attributable to those shares which are to be issued according to another authorisation of the Executive Board to service convertible bonds and/or bonds with warrants, so far as these have been issued during the period up to the time this authorisation is used under exclusion of the subscription right of shareholders or that is attributable to shares that are issued or sold according to another authorisation of the Executive Board during the period up to the time this authorisation is used under exclusion of the subscription right other than shares issued or sold to employees of Linde Aktien gesellschaft and/or its affiliates under exclusion of the subscription right. 7

8 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 subject to the obligation to offer such shares to the shareholders (indirect subscription right). 3 Number 3.6 of the Articles of Association is restated as follows: Agenda 3.6 The Executive Board is authorised, with the consent of the Supervisory Board, to increase the share capital until 2 May 2023 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 Aktien gesellschaft 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 cash contributions, the new shares are issued at an issue price which 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 10 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 issuance of shares in the context of servicing option and/or convertible bonds must be mathematically taken into account in these 10 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 8

9 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 companies, shares in companies or stakes in business entities, in the course of corporate mergers or any contribution of other assets including receivables against the Company. The Executive Board is also authorised, with the consent of the Supervisory Board, to exclude the subscription right for an amount up to EUR 3,500,000 to the extent necessary in order to issue shares to employees of Linde Aktien gesellschaft and/or its affiliates under exclusion of the shareholders subscription rights. The proportionate amount of share capital attributable to shares issued on a non-pre-emptive basis, other than shares issued to employees of Linde Aktien gesellschaft and/or its affiliates under exclusion of the subscription right, may not exceed a total of 20 percent of the Company s capital stock existing at the time this authorisation becomes effective or, if lower, at the time this authorisation is used. This limit is reduced by the amount of share capital attributable to those shares which are to be issued according to another authorisation of the Executive Board to service convertible bonds and/or bonds with warrants, so far as these have been issued during the period up to the time this authorisation is used under exclusion of the subscription right of shareholders or that is attributable to shares that are issued or sold according to another authorisation of the Executive Board during the period up to the time this authorisation is used under exclusion of the subscription right other than shares issued or sold to employees of Linde Aktien gesellschaft and/or its affiliates under exclusion of the subscription right. 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 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 no. 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. 9

10 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 2013 and the creation of a new Conditional Capital 2018 and the corresponding amendment of the Articles of Association Agenda The Annual General Meeting of 29 May 2013 resolved a conditional capital increase by up to EUR 47,000,000 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 28 May The issuance of convertible bonds and/or bonds with warrants based on the respective authorisation granted at the Annual General Meeting of 29 May 2013 has not been effected so far and is not planned until the day of expiry of the authorisation, i. e. 28 May Given this background, the authorisation to issue convertible bonds and/or bonds with warrants and the respective Conditional Capital 2013 granted by the Annual General Meeting of 29 May 2013 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 2013 The authorisation to issue convertible bonds and/or bonds with warrants resolved and the conditional capital created for this purpose in number 3.8 of the Articles of Association by the Annual General Meeting of 29 May 2013 ad agenda item 7 is cancelled in its entirety; number 3.8 of the Articles of Association is 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 4,500,000,000, on one or more occasions up until 2 May 2023, and to grant the 10

11 bearers and/or holders of the bonds conversion and/or option rights, respectively (also with a conversion obligation), to up to 18,359,375 no-par-value bearer shares in the Company with a pro rata 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-par-value 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 11

12 determined within a provided range depending on the development of the price of the no-par-value share of the Company during the term of these bonds. Section 9 para. 1 and section 199 German Stock Corporation Act remain unaffected. 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 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. 12

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. 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 prescribed by mandatory 13

14 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 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 10 percent of the Company s share capital as of the effective date of this authorisation or if this amount is lower 10 percent of the Company s share capital as of the date this authorisation is exercised. When calculating the aforementioned 10 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 result from subscription ratios, and also to exclude the 14

15 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. Convertible bonds and/or bonds with warrants may be issued on a non-pre-emptive basis under this authorisation only if the total of the new shares to be issued on the basis of such bonds account for a share of the capital stock that does not exceed a total of 20 percent of the Company s share capital existing at the time this authorisation becomes effective or, if lower, at the time this authorisation is used. This limit is reduced by the capital stock attributable to those shares issued or sold according to another authorisation of the Executive Board under exclusion of the subscription right during the period of this authorisation and up to the time this authorisation is used, other than shares issued to employees of Linde Aktien gesellschaft and/or its affiliates under exclusion of the subscription right. 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 2018). 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 bonds 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 15

16 created as a result of the exercise of conversion or option rights or as a result of compliance with conversion obligations; where legally permitted, the Executive Board may, subject to the approval of the Supervisory Board, stipulate that new shares are, in departure from Section 60 (2) AktG, also eligible for dividends for the immediately preceding year. 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. 4 Restatement of number 3.8 of the Articles of Association Number 3.8 of the Articles of Association is restated as follows: Agenda 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 bearer shares, with a pro rata amount of the share capital attributable to each share of EUR 2.56 (Conditional Capital 2018). 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 2 May 2023 based on the authorisation resolution of the Annual General Meeting of 3 May 2018 exercise their conversion and/or option rights, or (ii) that the bearers or holders obligated to conversion of convertible bonds issued up until 2 May 2023 by the Company or by Group Affiliates controlled by the Company based on the authorisation resolution of the Annual General Meeting of 3 May 2018 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; where legally permitted, the Executive Board may, subject to the approval of the Supervisory Board, stipulate that new shares are, in departure from Section 60 (2) AktG, also eligible for dividends for the immediately preceding year. 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 16 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

17 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. Election to the Supervisory Board With effect as from the conclusion of the Annual General Meeting on 3 May 2018, the term of office of the shareholder representatives of the Supervisory Board expires pursuant to section 102 German Stock Corporation Act and number 7.2 of the Articles of Association of Linde Aktien gesellschaft. According to number 7.1 of the Articles of Association of the Company, section 96 para. 1 and 2, section 101 para. 1 German Stock Corporation Act and section 1 para. 1, section 5 para. 1 and section 7 para. 1 sentence 1 no. 1 Employee Codetermination Act (Mitbestimmungsgesetz), the Supervisory Board of the Company comprises 12 members, six of whom are elected by the Annual General Meeting and six are elected by the employees, respectively. In order to comply with the minimum requirement set out in section 96 para. 2 sentence 1 German Stock Corporation Act, the Supervisory Board has to be composed of at least 30 percent women and at least 30 percent men. In accordance with section 96 para. 2 sentence 3 German Stock Corporation Act, the employee representatives have lodged an objection against the approach of comprehensive fulfilment (Widerspruch gegen die Gesamterfüllung) provided in section 96 para 2 sentence 2 German Stock Corporation Act, so that the minimum requirement for this election must be met separately for the shareholder representatives and the employee representatives, respectively. Therefore, at least two of the shareholder positions on the Supervisory Board have to be taken by women and by men, respectively. The following resolution complies with the minimum requirement set forth in section 96 para. 2 German Stock Corporation Act. The following proposals for election are based on the recommendation of the Nomination Committee of the Supervisory Board and take into account the objectives adopted by the Supervisory Board for its composition. They seek to implement the competence profile which has been determined by the Supervisory Board for the Board in its entirety. The Supervisory Board proposes the election of the following persons as shareholder representatives to the Supervisory Board of the Company with effect as from the conclusion of this Annual General Meeting. The appointment is made 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 and the Supervisory Board occurring during the fourth business year following the commencement of their term of office. The business year in which the term of office commences shall not be counted. 17

18 1 PROF. DR OEC. DR IUR. ANN-KRISTIN ACHLEITNER, Munich, University Professor at the Technical University of Munich 2 PROF. DR RER. POL. CLEMENS BÖRSIG, Frankfurt am Main, Former Chairman of the Supervisory Board of Deutsche Bank AG, member of several other supervisory boards 3 DR PHIL. THOMAS ENDERS, Munich, Chief Executive Officer of Airbus SE 4 FRANZ FEHRENBACH, Gerlingen, Chairman of the Supervisory Board of Robert Bosch GmbH and managing director of Robert Bosch Industrietreuhand KG 5 DR RER. NAT. VICTORIA OSSADNIK, Munich, VP Enterprise Services Delivery of Microsoft Deutschland GmbH 6 PROF. DR-ING. WOLFGANG REITZLE, Munich, Chairman of the Supervisory Board of Linde AG and member of several other supervisory boards Agenda The elections of the shareholder representatives of the Supervisory Board shall be conducted as individual elections. The Annual General Meeting is not bound by election proposals. If elected to the Supervisory Board, Prof. Dr-Ing. Wolfgang Reitzle shall be proposed as candidate for the position as Chairman of the Supervisory Board. Pursuant to Clause of the German Corporate Governance Code, reference is made to the following: according to the appraisal of the Supervisory Board, there are no personal or business relations which could influence the vote of an objectively judging shareholder between a candidate proposed for the election to the Supervisory Board on the one side and the companies of the Linde Group, the corporate bodies of Linde AG, or a shareholder directly or indirectly holding more than 10 percent of the voting shares of Linde AG on the other side. Dr Thomas Enders and Dr Victoria Ossadnik currently hold executive positions in companies having business relations with Linde. Any business with those companies is conducted at arm s length conditions. In the view of the Supervisory Board, such business does not affect Dr Enders or Dr Ossadnik s respective independence. The Supervisory Board has assured itself according to Clause of the German Corporate Governance Code that the candidates proposed for the election to the Supervisory Board have at their disposal the time resources needed for this position. Further information on the candidates proposed for the election to the Supervisory Board is set out in the annotations to agenda item 8. 18

19 II REPORTS BY THE EXECUTIVE BOARD TO THE ANNUAL GENERAL MEETING AND FURTHER INFORMATION 1. 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 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 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 as from the day of publication of the notice convening the Annual General Meeting via the Company s website at and will also be available at the Annual General Meeting. It will be sent to any shareholder upon his or her request. 19

20 The report is published as follows: REPORTS BY THE executive BOARD TO THE ANNUAL GENERAL MEETING AND FURTHER INFORMATION Under agenda item 6, the creation of an Authorised Capital I in the amount of EUR 47,000,000 is proposed which authorises the issuance of up to a total of 18,359,375 new no-par-value bearer shares. The proposed authorisation serves the maintaining 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 29 May 2013 in the amount of EUR 47,000,000 and which will expire on 28 May An adequate equity capital base is the basis for the business development of the Company. The Authorised Capital I shall enable the Company to also cover a respective financing need in the future 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 shall 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 an even and practicable subscription ratio. Such new shares which are excluded from shareholders subscription rights as free fractions are either sold on the stock exchange or are otherwise sold for the Company on best available terms. If the shareholders are offered new no-par-value shares for subscription, the holders of option and/or conversion rights or conversion obligations issued by the Company or its direct or indirect subsidiaries shall either 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 in due consideration of interests when using the Authorised Capital I. Furthermore, the management shall be allowed 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 to exclude the subscription right, which is prescribed by law, provides the management with the flexibility to seize favourable short-term capital market situations and, by determining the (issue) price in accordance with prevailing market terms, to achieve the highest possible issue price and thus the largest possible strengthening to the Company s equity capital. The Company shall also be provided with this possibility. If management makes use of such possibility, it will limit the discount, if any, on the issue price vis-à-vis the stock exchange price to such extent as is legally permissible. In this case, the shareholders pecuniary interests and participation rights are reasonably safeguarded. The proposed authorisation ensures that, 20

21 even together with other corresponding authorisations, not more than 10 percent of the share capital existing at the time of the effectiveness of the authorisation or, where such amount is lower, at the time of the execution of this authorisation can be issued or sold under exclusion of the subscription right of the shareholders pursuant to or in analogous application of section 186 para. 3 sentence 4 German Stock Corporation Act during the term of this authorisation. When determining this 10 percent limit, also those shares shall be taken into account which, during the term of this authorisation, are issued under exclusion of the subscription right of the shareholders pursuant to or in analogous application of section 186 para. 3 sentence 4 German Stock Corporation Act by making use of any other authorised or conditional capital or which shall be issued to service bonds with conversion and/or option rights or with a conversion obligation, provided that the bonds have been issued since the resolution by the Annual General Meeting on this authorisation in analogous application of section 186 para. 3 sentence 4 German Stock Corporation Act under exclusion of the subscription right. Such provisions take into account the protection of shareholders from dilution of their shareholdings as prescribed by law. Based on the fact that the issue price of the new shares is close to the stock exchange price, each shareholder has the possibility to purchase the necessary shares for maintaining his/her proportional shareholding at approximately the same conditions. Furthermore, the management shall be authorised to also exclude the subscription right where a capital increase shall be implemented through contributions in kind. This possibility of excluding the subscription right shall enable the Executive Board, with the consent of the Supervisory Board, where appropriate, to acquire companies, shares in companies in exchange for shares in the Company or to merge or combine businesses with other companies. This shall put the Company in the position to react fast and flexibly on national and international markets in case of favourable offers or other opportunities to acquire companies or shares in companies or to merge or combine businesses with companies which operate in related business areas. It is not uncommon that negotiations result in the necessity to provide the consideration in shares instead of cash. In order to be able to effect acquisitions in such cases at short notice, the Company must be provided with the possibility to increase its capital against contributions in kind under exclusion of subscription rights. In addition, the Company will have the opportunity to acquire assets eligible for contribution; these may include receivables against the Company which can extend the possibilities to optimise the ratio between equity and debt. Furthermore, the authorisation provides for an exclusion of subscription rights for shares in the amount of up to EUR 3,500,000 in order to issue shares to employees of Linde Aktien gesellschaft and/or its affiliates. This authorisation is intended to maintain the Executive Board s ability to also offer shares from authorised capital to employees of the Linde Group. As a result, it will not be necessary to first purchase shares on the stock market. The issuance of employee shares is intended to provide employees with the opportunity to participate 21

22 REPORTS BY THE executive BOARD TO THE ANNUAL GENERAL MEETING AND FURTHER INFORMATION in the Company and the Company s success. This will strengthen the employees loyalty to the Company. The authorisation to issue employee shares is very limited relative to the Company s share capital and the overall scope of the authorisation. The proportionate amount of the share capital attributable to shares issued under exclusion of the subscription rights for cash and/or noncash contributions in accordance with the authorisation (other than employee shares) may not exceed, in the aggregate, 20 percent of the Company s share capital existing at the time of the effectiveness of this authorisation or, if lower, at the time of the execution of this authorisation. This limit is reduced by the share capital attributable to shares which are issued or sold under exclusion of the subscription rights according to other corresponding authorisations during the period of this authorisation and up to the time this authorisation is used. For the purpose of determining compliance with such limit, the Executive Board will also take into account any shares that are issued or sold, or convertible bonds and/or bonds with warrants with conversion option or option rights/conversion or option obligations that are issued during the period of this authorisation under exclusion of the subscription rights under other authorisations granted to the Executive Board in a way to ensure that the Executive Board, also taking into account other reasons to exclude the subscription rights, will make use of the authorisations to increase capital under exclusion of subscription rights, only up to 20 percent of the share capital. This overall aggregation further narrows the authorisation of the Executive Board to issue shares under exclusion of subscription rights. There are currently no specific projects in respect of which the possibility of a capital increase against contributions in kind under exclusion of subscription rights is intended to be used. The management will use the possibility of a capital increase out of Authorised Capital I against contributions in kind under exclusion of subscription rights only if the value of the new shares is in an appropriate proportion to the value of the consideration, i.e. of the companies or of the shareholdings to be acquired therein. 22

23 2. Report by the Executive Board to the Annual General Meeting on agenda item 7 regarding the exclusion of subscription rights upon issue of convertible bonds and/or bonds with warrants pursuant to section 221 para. 4 sentence 2 German Stock Corporation Act in conjunction with section 186 para. 3 and para. 4 sentence 2 German Stock Corporation Act The Executive Board renders the following report on agenda item 7 to the Annual General Meeting in accordance with section 221 para. 4 sentence 2 German Stock Corporation Act 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. This report will be available for inspection as from the day of publication of the notice convening the Annual General Meeting via the Company s website at and will also be available at the Annual General Meeting. It will be sent to any shareholder upon his or her request. The report is published as follows: The Executive Board and the Supervisory Board propose to the Annual General Meeting a new authorisation and the creation of new conditional capital for the issuance of convertible bonds and/or bonds with warrants (collectively the bonds ). The issuance of convertible bonds and/or bonds with warrants (or a combination of these instruments, as the case may be) may provide a further opportunity, in addition to the conventional possibilities of raising debt and equity capital, to make use, depending on the market situation, of attractive financing alternatives on the capital market. The issuance shall be limited to a total nominal value of the bonds of up to EUR 4,500,000,000 and an entitlement to subscribe up to 18,359,375 no-par-value bearer shares in the Company. The issuance of convertible bonds and/or bonds with warrants facilitates the raising of debt capital at favourable conditions which may potentially be converted into equity capital upon maturity and thus may remain with the Company. The further envisaged possibility to also create conversion obligations in addition to the granting of conversion and/or option rights provides more leeway for the structuring of such financing instrument. The authorisation will provide the Company with the necessary flexibility to place the bonds itself or through affiliates controlled by the Company ( Group Affiliates ). In addition to euros, the bonds may also be denominated in another legal currency, for example that of an OECD country, and may be issued with limited or unlimited duration. The authorisation contains details for the determination of the conversion and/or option price. 23

24 REPORTS BY THE executive BOARD TO THE ANNUAL GENERAL MEETING AND FURTHER INFORMATION The authorisation granted at the Annual General Meeting of 29 May 2013 ad agenda item 7 to issue convertible bonds and/or bonds with warrants shall be replaced by a new authorisation to issue convertible bonds and/or bonds with warrants maintaining complete flexibility. The authorisation resolved by the Annual General Meeting of 29 May 2013 ad agenda item 7 will be cancelled. To service the option and/or conversion rights and to fulfil the conversion obligations under these bonds, the creation of conditional capital shall be resolved. Upon registration with the commercial register, the existing conditional capital created by resolution of the Annual General Meeting of 29 May 2013 ad agenda item 7 pursuant to number 3.8 of the Articles of Association in the existing wording is cancelled. Shareholders are in principle offered a subscription right. In case of a placement through Group Affiliates, the Company shall also ensure that the shareholders are granted the statutory subscription right. In order to facilitate the settlement, the bonds may be issued to one or several credit institutions with the obligation to offer the bonds to the shareholders for subscription in accordance with their subscription right. However, the Executive Board shall be authorised to exclude, with the consent of the Supervisory Board, the subscription right of the shareholders to the extent that the issuance of shares under conversion and/or option rights or conversion obligations is restricted to a maximum of 10 percent of the share capital of the Company. Any other issuance of shares against cash consideration and issuance of option and/or conversion rights shall be taken into account when determining this maximum limit of 10 percent of the share capital to the extent that such issuance is made during the term of this authorisation under exercise of an authorisation to exclude the subscription right pursuant to section 186 para. 3 sentence 4 German Stock Corporation Act. The share capital which is represented by acquired treasury shares which have been sold during the term of this authorisation in analogous application of section 186 para. 3 sentence 4 German Stock Corporation Act shall also be taken into account. This ensures that no convertible bonds and/or bonds with warrants are issued where this would result in the exclusion of the subscription right of the shareholders by the Executive Board for a total of more than 10 percent of the share capital in direct or indirect application of section 186 para. 3 sentence 4 German Stock Corporation Act. This further restriction is in the best interest of the shareholders who would like to maintain the proportion of their shareholding to the greatest extent possible in case of any capital measure to this effect. This possibility to exclude the subscription right provides the Company with the flexibility to seize favourable short-term capital market situations and, by determining the conditions in accordance with prevailing market terms, to achieve better terms regarding the interest rate and issue price of the bond. The decisive factor is that, as opposed to an issuance of bonds with subscription rights, the issue price can be determined immediately before the placement, thereby avoiding an increased risk of price change for the duration of the subscription 24

25 period. In contrast, if a subscription right is granted, the subscription price would have to be disclosed until three days prior to the end of the subscription period. In view of the frequently observed volatility on the stock markets, there would therefore be a market risk for a number of days, which would result in safety margins deducted when stipulating the determination of the terms and conditions of the bond and thus conditions which are not in accordance with prevailing market terms. Also, the granting of a subscription right could jeopardise any successful placement with third parties, or result in additional expenses, due to the uncertainty of the exercise thereof. The determination of an issue price of the bonds which is not materially below the notional market value computed in accordance with generally accepted financial mathematical methods is intended to take into account the shareholders need for protection with regard to an economic dilution of their shareholding. If the issue price were equivalent to the market value, the value of the subscription right would virtually be decreased to zero. This ensures the protection of the shareholders against economic dilution of their shareholding, and the shareholders will not suffer any significant economic disadvantage on account of the exclusion of the subscription rights. Shareholders who would like to maintain their share in the Company s share capital or to acquire bonds in accordance with the proportion of their shareholding can achieve this by way of additional purchases over the market on roughly the same terms and conditions. Moreover, the Executive Board shall be authorised, with the consent of the Supervisory Board, to exclude fractional amounts from the shareholders subscription right. Such fractional amounts may result from the amount of the respective issuance volume and the need for a practicable subscription ratio. In these cases, the exclusion of the subscription right for fractional amounts facilitates the implementation of the capital measure. The fractional new shares, which are excluded from the subscription right of the shareholders, will either be sold over the stock exchange or otherwise disposed of to the benefit of the Company based upon the best terms and conditions available. As the exclusion is restricted to fractional amounts, there is no significant dilution for the shareholders. Furthermore, the Executive Board shall be provided with the possibility to exclude, with the consent of the Supervisory Board, the subscription right of the shareholders in order to grant to the bearers or holders of previously issued conversion or option rights or convertible bonds with conversion obligation subscription rights for the same number of shares to which they would be entitled upon exercise of their conversion or option rights or upon compliance with their conversion obligations. This avoids that the bearers/holders of conversion and / or option rights (also with conversion obligation) are placed at an economic disadvantage; they are granted dilution protection which is in accordance with capital market practice, which facilitates the placement of the convertible bonds and/or bonds with warrants, and which enables the Company to have a higher cash inflow, as there is 25

26 REPORTS BY THE executive BOARD TO THE ANNUAL GENERAL MEETING AND FURTHER INFORMATION no need in these cases for a reduction of the conversion and/or option price or for any other dilution protection. The only disadvantage for the former shareholders lies in the fact that the bearers/holders of conversion and/or option rights (also with conversion obligation) are granted a subscription right to which they would in any event be entitled if they had already exercised their conversion and/or option rights or complied with their conversion obligation. Consequently, on consideration of the pros and cons, the exclusion of the subscription rights in this case is deemed reasonable. The issuance of convertible bonds and/or bonds with warrants with conversion or option rights/conversion or option obligations under exclusion of subscription rights is only allowed to the extent that the total share value of the new shares attributable to such issuance does not exceed, in the aggregate, 20 percent of the Company s share capital existing at the time of the effectiveness of the authorisation or, if lower, at the time of the execution of this authorisation. This limit is reduced by the share capital attributable to those shares which are issued or sold under exclusion of the subscription rights according to other authorisations during the period of this authorisation and up to the time this authorisation is used, other than shares issued to employees of Linde Aktien gesellschaft and/or any of its affiliates under exclusion of the subscription right. This overall aggregation further narrows the authorisation of the Executive Board to issue shares under exclusion of subscription rights. In addition, the terms and conditions of the bonds may provide, for the purpose of increasing flexibility, that instead of issuing shares to holders of convertible bonds or bonds with warrants, the Company will pay the equivalent value in cash. The proposed conditional capital serves the purpose of satisfying the conversion and/or option rights connected with the convertible bonds and/or bonds with warrants or to comply with conversion obligations in respect of shares in the Company, to the extent that treasury shares are not used for this purpose. 26

27 3. Information on the Supervisory Board candidates proposed for election under agenda item 8 1 PROF. DR OEC. DR IUR. ANN-KRISTIN ACHLEITNER Member of the Supervisory Board of Linde Aktien gesellschaft since May 2011 as well as member of the Audit Committee and of the Nomination Committee. Born 1966 in Düsseldorf ( Germany) Professional career since 2001 Technical University of Munich (TUM), Germany since 2003 Scientific Co-Director of the Center for Entrepreneurial and Financial Studies (CEFS) since 2001 Holder of the Chair for Entrepreneurial Finance 2009 Guest Professor for Entrepreneurial Finance, University of St. Gallen (HSG), Switzerland EUROPEAN BUSINESS SCHOOL (International University Schloß Reichartshausen), Oestrich-Winkel, Germany Holder of the Endowed Chair of Banking and Financial Management and Chairman of the Management Board of the Institute for Financial Management McKinsey & Company, Inc., Frankfurt am Main, Germany Business Consultant University St. Gallen (HSG), Switzerland 1994 Private Lecturer for Business Administration, in particular Finance and Accounting Full-time Lecturer for Finance and External Auditing MS Management Service AG, St. Gallen, Switzerland Business Consultant Education/academic career University St. Gallen (HSG), Switzerland Habilitation ( Die Normierung der Rechnungslegung ) PhD (Doctor of Law) PhD (Business Studies) Studies in Law (lic. iur. HSG) Studies in Economics (lic. oec. HSG) Memberships in other mandatory supervisory boards Deutsche Börse Aktien gesellschaft Münchener Rückversicherungs-Gesellschaft Aktien gesellschaft in Munich Memberships in comparable domestic and foreign controlling bodies ENGIE SA, France (member of the Conseil d Administration) 27

28 2 PROF. DR RER. POL. CLEMENS BÖRSIG Member of the Supervisory Board1 of Linde Aktien gesellschaft since June 2006 as well as Chairman of the Audit Committee1. Born 1948 in Achern/Baden ( Germany) REPORTS BY THE executive BOARD TO THE ANNUAL GENERAL MEETING AND FURTHER INFORMATION Professional career Deutsche Bank Stiftung, Berlin and Frankfurt am Main, Germany Chairman of the Executive Board Deutsche Bank AG, Frankfurt am Main, Germany 2006 Chairman of the Supervisory Board 2002 In addition Chief Risk Officer 2001 Member of the Executive Board, Chief Financial Officer 1999 Chief Representative, Chief Financial Officer RWE AG, Essen, Germany Member of the Supervisory Board (Chief Financial Officer) Robert Bosch GmbH, Stuttgart, Germany 1990 Member of the Executive Board/Managing Director 1985 Manager of the Central Business Administration Department Mannesmann-Konzern, Düsseldorf, Germany 1984 Commercial Managing Director Mannesmann-Tally 1981 Manager of the Central Business Corporate Planning Department of Mannesmann-Kienzle GmbH 1980 Department Manager in Corporate Planning in the company s headquarters Education/academic career 1995 Honorary Professor, Munich School of Management, LMU Munich, Germany Research Assistant, University of Mannheim and Munich 1975 PhD (Dr rer. pol.), University Mannheim Studies in Economics and Mathematics at the University of Mannheim Memberships in other mandatory supervisory boards Daimler AG Memberships in comparable domestic and foreign controlling bodies Emerson Electric Co., USA (Member of the Board of Directors) 1 Independent expert member within the meaning of section 100 para. 5, 107 para. 4 German Stock Corporation Act. 28

29 3 DR PHIL. THOMAS ENDERS Member of the Supervisory Board of Linde Aktien gesellschaft since May 2017 as well as member of the Standing Committee. Born 1958 in Neuschlade, Germany Professional career Since 1991 Airbus Since 2012 Chief Executive Officer (CEO) Airbus SE, France Civil Aircraft Business, Chief Executive Officer (CEO) EADS/Airbus, Co-CEO Defense Business, Chief Executive Officer (CEO) MBB/DASA, various positions, lately Head of Corporate Development Federal Ministry of Defence Member of the Planning Staff Activities in various foreign and security policy think tanks Deutscher Bundestag Assistant of the CSU state group Education/academic career 1987 PhD (Dr phil.) Studies in economics, politics and historical sciences in Bonn and Los Angeles Memberships in other mandatory supervisory boards Airbus Defence and Space GmbH (not listed) ( Chairman of the Supervisory Board) Memberships in comparable domestic and foreign controlling bodies External mandates WORLDVU Satellites Ltd. (OneWeb) (not listed) (Member of the Board of Directors) Group mandates Airbus SAS (not listed) (Member of the Shareholder Board) Airbus Helicopters SAS (not listed) ( Chairman of the Supervisory Board) Airbus DS Holdings B. V. (not listed) ( Chairman of the Supervisory Board) 29

30 4 FRANZ FEHRENBACH Member of the Supervisory Board of Linde Aktien gesellschaft since May Second Vice Chairman of the Supervisory Board of Linde Aktiengesellschaft since May 2017 as well as member of the Conciliation Committee, of the Standing Committee and of the Nomination Committee. Born 1949 in Kenzingen ( Germany) REPORTS BY THE executive BOARD TO THE ANNUAL GENERAL MEETING AND FURTHER INFORMATION Professional career Since 1975 Robert Bosch Group 2012 Chairman of the Supervisory Board of Robert Bosch GmbH and Managing Director of RBIK (Robert Bosch Industrietreuhand KG) 2003 Chairman of the Management Board of Robert Bosch GmbH 1999 Managing Director of Robert Bosch GmbH 1996 Business unit diesel injection systems: Managing Director of commercial functions, since 1997 Chairman of the Managing Board 1989 Robert Bosch GmbH, Germany, starters and control business unit: Manager of commercial functions, since 1994 Spokesman of the Managing Board 1985 Robert Bosch Corporation, Automotive Group, USA Commercial Works Manager, since 1988 Member of the Management Board 1975 Robert Bosch GmbH, Germany Various activities in business and technical areas in central departments and factory divisions, finally as keynote speaker in central departments of economic planning and controlling Education/academic career Studies of industrial engineering at the University of Karlsruhe, degree: Industrial Engineer Memberships in other mandatory supervisory boards BASF SE Robert Bosch GmbH (not listed) ( Chairman) STIHL AG (not listed) (Vice Chairman) Memberships in comparable domestic and foreign controlling bodies STIHL Holding AG & Co. KG (not listed) (Member of the Advisory Board) 30

31 5 DR RER. NAT. VICTORIA OSSADNIK Member of the Supervisory Board of Linde Aktien gesellschaft since January Born 1968 in Frankfurt am Main ( Germany) Professional career Since 2011 Microsoft Deutschland GmbH since 2016 Vice President (VP) Enterprise Services Delivery Member of the Executive Board, Head of Service Microsoft Deutschland ORACLE Deutschland GmbH Lately (since 2007) Member of the Executive Board, Head of Technology Consulting Northern Europe ( Switzerland, Germany, Northern Countries) CSC Ploenzke AG, Germany Lately (since 2000) CEO Joint Venture CSC/Dachser SCANLAB GmbH, Germany Lately COO, Member of the Executive Board, Technical Distribution Europe & Asia, Finance, Controlling, Human Resources Education/academic career Ludwig-Maximilians-Universität (LMU) Munich, Germany PhD (Dr rer. nat.) with a paper on quantum optics Studies of physics, business administration (minor), degree: physicist No memberships in other mandatory supervisory boards or in comparable domestic and foreign controlling bodies. 31

32 6 PROF. DR-ING. WOLFGANG REITZLE Chairman of the Supervisory Board of Linde Aktien gesellschaft since 21 May 2016 as well as Chairman of the Conciliation Committee, of the Standing Committee and of the Nomination Committee, and member of the Audit Committee. Born 1949 in Kreis Neu-Ulm, Germany REPORTS BY THE executive BOARD TO THE ANNUAL GENERAL MEETING AND FURTHER INFORMATION Professional career May 2014 Linde AG, Munich January 2003 Chairman of the Executive Board May 2002 Member of the Executive Board Ford Motor Company, Dearborn, USA Group Vice President Ford Motor Company, Chairman and CEO Premier Automotive Group, Chairman Jaguar Cars Ltd. and Volvo Cars BMW AG, Munich 1986 Member of the Executive Board various managerial positions 1976 production specialist Education/academic career 2005 Honorary Professor, Faculty of Economics and Business Administration, Technical University of Munich 1984 Harvard Business School, Advanced Management Programme, Boston, USA Second degree in work and economic studies, Technical University of Munich, degree: Industrial Engineer 1974 PhD (Dr-Ing.) with a thesis on metal physics Research Assistant, Institute for Materials and Processing Mechanical engineering studies at the Technical University of Munich, degree: Graduate Engineer Memberships in other mandatory supervisory boards Axel Springer SE Continental AG ( Chairman) Medical Park AG (not listed) ( Chairman) Willy Bogner GmbH & Co. KGaA (not listed) ( Chairman) Memberships in comparable domestic and foreign controlling bodies Ivoclar Vivadent AG (not listed) (Member of the Management Board) 32

33 III FURTHER INFORMATION IN RESPECT OF THE CONVENING OF THE ANNUAL GENERAL MEETING 1. Total number of shares and voting rights As of the calling of the Annual General Meeting, the nominal capital amounts to EUR 475,476, and is divided into 185,733,180 ordinary no-par-value shares, entitling the holder to participate in, and to vote at, general meetings, granting one vote each. The total number of voting rights therefore is 185,733,180. This total number of no-par- value shares includes the 95,109 treasury shares held by the Company at the time of the calling of the Annual General Meeting from which the Company cannot derive any rights pursuant to section 71b German Stock Corporation Act. 2. Participation right by registration and proof of shareholding Those shareholders who register with the Company and transmit a specific proof of their shareholding issued by their depositary credit or financial services institution have the right to participate in and exercise their voting right at the Annual General Meeting. The proof of the shareholding must refer to the beginning of 12 April 2018, hrs. CEST (record date). The registration for the Annual General Meeting and the proof of the shareholding must be received by Linde Aktien gesellschaft by 26 April 2018, hrs. CEST, at the latest at the following address: Linde Aktien gesellschaft c/o ADEUS Aktienregister-Service-GmbH Strahlenbergerstr Offenbach Germany or by fax: or by ANMELDESTELLE-INHABERAKTIEN@ADEUS.DE 33

34 FURTHER INFORMATION IN RESPECT OF THE CONVENING OF THE ANNUAL GENERAL MEETING The registration and the proof of shareholding require text form (section 126b German Civil Code) and must be prepared in the German or English language. A shareholder will only be deemed a shareholder entitled to participate in the meeting or to exercise voting rights in relation to the Company if the shareholder has submitted proof of shareholding. The entitlement to participate in the meeting and the scope of the voting rights are exclusively determined by the shareholding owned by the shareholder on the record date. The record date will not lead to a block of the sale of the shareholding. Even in the event of a full or partial sale of the shareholding following the record date, solely the shares owned by the shareholder on the record date will be relevant for participation in the meeting and the scope of the voting rights, i.e. the sale of shares after the record date will not affect the entitlement to participate in the meeting and the scope of the voting rights. This also applies mutatis mutandis if additional shares are purchased after the record date. Persons who do not own any shares on the record date and become shareholders only after the record date are not entitled to participate in the meeting or to exercise voting rights. The record date does not constitute a relevant date with respect to the dividend entitlement. Following receipt of the registration and the proof of their shareholding, admission and voting tickets for the Annual General Meeting will be sent to the eligible shareholders. We kindly ask the shareholders who wish to attend the Annual General Meeting or exercise their voting rights by a proxy or by postal voting to timely request their admission and voting tickets at their depository bank. In this case, the required registration and the proof of shareholding will be carried out by the depository bank. Therefore, shareholders who have requested the admission and voting ticket at their depository bank in time do not need to take any further action. 34

35 3. Procedure for proxy voting [a] Authorising a third-party proxy Shareholders may exercise their voting rights at the Annual General Meeting by a proxy, e.g. the depository bank, a shareholders association or a person of their choice. If a shareholder appoints more than one proxy, the Company may reject one or more of these proxies. Registration, including provision of proof of shareholding, in due time in accordance with the aforesaid provisions is also necessary in case of proxy authorisations. Pursuant to section 134 para. 3 sentence 3 German Stock Corporation Act and the Articles of Association of the Company the granting of the power of attorney, its revocation and the evidence of the authorisation towards the Company require the text form, unless otherwise provided in the following provisions of this paragraph. For granting proxy, shareholders may use the proxy form on the back of the admission and voting ticket for the Annual General Meeting, which they will receive after registration. However, shareholders may also issue a separate power of attorney. A respective form of proxy can be found on the Company s website at ANNUALGENERALMEETING. With respect to the provision of proof of the appointment of a proxy, the Company offers to shareholders to send the proof by to the Company by 29 April 2018, hrs. CEST at the latest to ANMELDESTELLE-INHABERAKTIEN@ADEUS.DE. However, proof of the appointment of a proxy can also be presented at one of the reception desks at the Annual General Meeting. If a credit institution, an institution or a company treated as equivalent to credit institutions pursuant to sections 135 para. 10, 125 para. 5 German Stock Corporation Act, an association of shareholders or any of the individuals to which, pursuant to section 135 para. 8 German Stock Corporation Act, the provisions of section 135 paras. 1 to 7 German Stock Corporation Act apply mutatis mutandis is authorised to exercise voting rights by proxy, usually special rules apply, which must be obtained from the relevant proxy. Under the law, it suffices in these cases if the power of attorney is issued to a particular proxy and is kept by the proxy in a verifiable form. The requirement of text form does not apply. Moreover, the power of attorney must be complete and may only contain declarations associated with the exercising of the voting rights. Therefore, please coordinate the form of the power of attorney with the intended proxy if you wish to appoint as proxy a credit institution, an association of shareholders or another institution, company or individual treated as equivalent to credit institutions pursuant to section 135 German Stock Corporation Act. However, any violation of the aforesaid and certain other requirements given in section 135 German Stock Corporation Act for proxy authorisation of the entities mentioned in this paragraph, does not, pursuant to section 135 para. 7 German Stock Corporation Act, impair the validity of votes cast. 35

36 [b] Authorising the representatives named by the Company FURTHER INFORMATION IN RESPECT OF THE CONVENING OF THE ANNUAL GENERAL MEETING We offer our shareholders the option to exercise their voting rights via representatives named by Linde Aktien gesellschaft who are employees of the Company. In order to do so, a power of attorney and explicit and unambiguous instructions on the exercise of the voting rights with respect to every relevant agenda item must be issued to the representative. If no explicit and unambiguous instruction has been issued, the representative named by the Company will abstain from voting on the respective agenda item. The representatives named by the Company are bound to vote in accordance with such instructions. If, instead of a collective vote, individual voting for any single item of the agenda should take place, the voting instructions issued for that agenda item apply mutatis mutandis for each item of the individual votes. A timely registration and provision of proof of shareholding as described above under Participation right by registration and proof of shareholding will be required also for authorising the representatives named by the Company. The power of attorney and the voting instructions to the representatives named by the Company may be issued through the Internet or in text form using the proxy and instruction form provided for this purpose on the admission and voting ticket. If issued in text form already before the Annual General Meeting, powers of attorney and instructions to the representatives named by the Company must be received by the Company by 29 April 2018, hrs. CEST, at the latest at the following address: Linde Aktien gesellschaft Group Legal & Compliance Klosterhofstr Munich Germany or by fax: or by ANMELDESTELLE-INHABERAKTIEN@ADEUS.DE If issued via the Internet, powers of attorney and voting instructions to the representatives named by the Company must be fully issued by 2 May 2018, hrs. CEST at the latest. It is possible until this time to revoke the power of attorney issued via the Internet or to change instructions given via the Internet. For the use of the Internet system for issuing powers of attorney and instructions, the admission and voting ticket is required. Shareholders can obtain access to the Internet system via the Company s website at ANNUALGENERALMEETING. Should a shareholder timely issue a power of attorney and voting instructions to the representatives named by the Company both in text form and via the Internet then, irrespective of the dates of receipt 36

37 by the Company, only the power of attorney and voting instructions issued in text form will be deemed binding. Powers of attorney and instructions that have been issued in text form cannot be revoked or changed via the Internet. If the shareholder or another authorised proxy participates personally at the Annual General Meeting, any power of attorney previously issued to the employees nominated by the Company as representatives will be ineffective. At the Annual General Meeting, powers of attorney and instructions to the representatives named by the Company can be issued until the end of the general debate by submitting the completed form provided on the admission and voting ticket at one of the reception desks. 4. Procedure for postal voting Shareholders may cast their votes without participating at the Annual General Meeting by postal voting. In the postal voting, the votes are cast via the Internet or by using the postal voting form provided for on the admission and voting ticket. If a postal vote is not explicit and unambiguous regarding a certain agenda item, this will be considered an abstention from voting for the respective agenda item. If, instead of a collective vote, individual voting for any single item of the agenda should take place, the postal vote cast for that agenda item shall apply mutatis mutandis for each item of the individual votes. A timely registration and provision of proof of shareholding as described above under Participation right by registration and proof of shareholding will be required also for postal voting. The votes cast using the postal voting form must be received by the Company by 29 April 2018, hrs. CEST, at the latest at the following address: Linde Aktien gesellschaft Group Legal & Compliance Klosterhofstr Munich Germany or by fax: or by ANMELDESTELLE-INHABERAKTIEN@ADEUS.DE The casting of the postal vote via the Internet must be fully completed by 2 May 2018, hrs. CEST at the latest. It is possible until this time to revoke or change votes that have been cast via the Internet. To effect a postal voting via the Internet, the admission and voting ticket is required. Shareholders can obtain access to the Internet system via the Company s website at Proxies may also vote by postal voting. The provisions regarding the granting and revocation of power of attorney and the proof of the appointment of a proxy remain unaffected. 37

38 Should a shareholder timely cast his/her vote both by using the postal voting form and via the Internet then, irrespective of the dates of receipt by the Company, only the vote cast by postal voting form will be deemed binding. A vote cast by postal voting form cannot be revoked or changed via the Internet. If the shareholder or an authorised proxy participates personally at the Annual General Meeting, any votes cast previously by postal voting will be ineffective. At the Annual General Meeting, votes can be cast by way of postal voting until the end of the general debate by submitting the completed form provided on the admission and voting ticket at one of the reception desks. 5. Further information on proxy voting and postal voting FURTHER INFORMATION IN RESPECT OF THE CONVENING OF THE ANNUAL GENERAL MEETING The shareholders will receive together with their admission and voting ticket a brochure with detailed information on proxy voting and postal voting. The relevant information is also available via the Internet at 6. Shareholder rights pursuant to section 122 para. 2, section 126 para. 1, section 127 and section 131 para. 1 German Stock Corporation Act [a] Addition to the agenda pursuant to section 122 para. 2 German Stock Corporation Act Shareholders whose shares in aggregate represent 5 percent of the share capital or a proportionate amount of EUR 500,000 of the share capital may request that items be included in the agenda and published. Such a request is to be addressed in writing to the Executive Board of the Company Linde Aktien gesellschaft Group Legal & Compliance Klosterhofstr Munich Germany and must have been received by the Company at least 30 days prior to the Annual General Meeting. For the purpose of calculating the above time period, the day of receipt and the day of the Annual General Meeting shall not be counted. Thus, the last permissible day of receipt is Monday, 2 April 2018, hrs. CEST. Each new item must be substantiated or accompanied by the wording of the proposed resolution. Shareholders requesting such addition to the agenda must provide proof that they have held the shares for at least 90 days prior to receipt 38

39 of the request and that they will hold the shares until the Executive Board s decision on the request. For the purpose of calculating the shareholding period, Section 70 German Stock Corporation Act shall apply. Section 121 para. 7 German Stock Corporation Act shall also apply mutatis mutandis; accordingly, the day of receipt of the request shall not be counted. No postponement or forwarding from a Sunday, Saturday or holiday to a business day preceding or following such day shall take place. Sections 187 through 193 German Civil Code shall not apply mutatis mutandis. Additions to the agenda which have to be published shall be published in the Federal Gazette without delay after receipt of the request, unless they have already been published together with the convening of the Annual General Meeting. They shall also be made available on the website More detailed explanations regarding additions to the agenda are set out on the website at [b] Motions and election proposals by shareholders pursuant to section 126 para. 1 and section 127 German Stock Corporation Act Shareholders may make motions regarding individual agenda items (cf. section 126 German Stock Corporation Act). This also applies to proposals for the election of members of the Supervisory Board or of auditors (cf. section 127 German Stock Corporation Act). Pursuant to section 126 para. 1 German Stock Corporation Act, motions of shareholders, including the shareholder s name, a statement of grounds for the motion and any comments from the management, are to be made available to the relevant persons listed in section 125 paras. 1 to 3 German Stock Corporation Act (inter alia shareholders who so request) under the conditions set forth therein, provided that the shareholder has sent a counter-motion against the proposal of the Executive Board and/or the Supervisory Board with respect to a certain item of the agenda, including a statement of grounds for the counter-motion, no later than fourteen days prior to the Annual General Meeting of the Company. For the purpose of calculating the above time period, the day of receipt and the day of the Annual General Meeting shall not be counted. Thus, the last permissible day of receipt is Wednesday, 18 April 2018, hrs. CEST. A counter-motion need not be made available if one of the exclusions pursuant to section 126 para. 2 German Stock Corporation Act applies. Moreover, the statement of grounds need not be made available if it exceeds a total of 5,000 characters. No statement of grounds needs to be provided for nominations for elections made by shareholders pursuant to section 127 German Stock Corporation Act. Election proposals shall only be made available if they contain the name, the exercised profession and the place of residence of the nominees and, in the case of an election of members of the Supervisory Board, information on their membership in other supervisory boards the constitution of which is required by law 39

40 FURTHER INFORMATION IN RESPECT OF THE CONVENING OF THE ANNUAL GENERAL MEETING (cf. section 127 sentence 3 in conjunction with section 124 para. 3 sentence 4 and section 125 para. 1 sentence 5 German Stock Corporation Act). Pursuant to section 127 sentence 1 in conjunction with section 126 para. 2 German Stock Corporation Act, there are further conditions under which election proposals need not be made available via the website. In all other respects, the requirements and provisions for the making available of motions apply mutatis mutandis. The right of each shareholder to make counter-motions and election proposals during the Annual General Meeting regarding the various agenda items even without prior communication to the Company remains unaffected. Please note that any counter-motions or election proposals which have been sent to the Company in advance in due time will be considered only if they are made orally during the Annual General Meeting. More detailed explanations regarding motions and election proposals are set out on the website at ANNUALGENERALMEETING. Any shareholder motions (including statements of grounds therefore) and election proposals pursuant to section 126 para. 1 and section 127 German Stock Corporation Act shall be sent exclusively to: Linde Aktien gesellschaft Group Legal & Compliance Klosterhofstr Munich Germany or by fax to: or by to: HV-ANTRAEGE@LINDE.COM Any motions and proposals for election by shareholders to be made available (including the shareholder s name and in case of motions the statement of grounds therefore) will be made available on the website after their receipt. Any comments from the management will also be made available on the above website. [c] Shareholders information rights pursuant to section 131 para. 1 German Stock Corporation Act In the Annual General Meeting, each shareholder and shareholder s representative may request from the Executive Board information on the matters of the Company to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda (cf. section 131 para. 1 German Stock Corporation Act). The information right also extends to the Company s legal and business relations with any affiliated company as well as to the situation of the Group and the companies included in the consolidated financial statements. Requests for information must generally be made orally at the Annual General Meeting during the discussion. 40

41 The information provided shall comply with the principles of conscientious and truthful accountability. The Executive Board may refuse to provide information under the conditions set forth in section 131 para. 3 German Stock Corporation Act. Pursuant to number 14.3 of the Articles of Association of the Company, the chairman of the meeting may set a reasonable time limit for shareholders questions and speeches. In particular, he has the right to determine at the beginning or during the Annual General Meeting a reasonable time frame for the entire course of the Annual General Meeting, for individual items and for individual questions and speeches. More detailed explanations regarding information rights are set out on the website 7. Transmission of the Annual General Meeting on the Internet The statements of the Chairman of the Supervisory Board and the Chairman of the Executive Board at the beginning of the Annual General Meeting will be transmitted on the Internet at ANNUALGENERALMEETING. 8. Reference to the website of the Company The present invitation to the Annual General Meeting, the documents to be made available to the Annual General Meeting including the documents relating to agenda item 1 as well as any further information in the context of the Annual General Meeting, including the information in accordance with section 124a German Stock Corporation Act will be available as from the time of the convening of the Annual General Meeting via the website of the Company at ANNUALGENERALMEETING. The documents to be made available will also be available during the Annual General Meeting on 3 May Any counter-motions, election proposals or requested additions to the agenda from shareholders received by Linde Aktien gesellschaft that are required to be published will also be made accessible via the aforesaid website. After the Annual General Meeting, the voting results will be published on the aforesaid website. MUNICH, MARCH 2018 LINDE AKTIEN GESELLSCHAFT THE EXECUTIVE BOARD 41

42 CONTACT LINDE AG KLOSTERHOFSTRASSE MUNICH GERMANY PHONE FAX [COMMUNICATIONS] PHONE FAX MEDIA@LINDE.COM CONTACT / FINANCIAL CALENDAR [ INVESTOR RELATIONS] PHONE FAX INVESTORRELATIONS@LINDE.COM 42

43 FINANCIAL CALENDAR [1] INTERIM REPORT JANUARY TO MARCH April 2018 [2] ANNUAL GENERAL MEETING May 2018, a. m. International Congress Centre, Munich, Germany [3] DIVIDEND PAYMENT 8 May 2018 [4] ANNUAL GENERAL MEETING May 2019, a. m. International Congress Centre, Munich, Germany

44 Published by Linde AG Klosterhofstrasse Munich Germany Phone Fax