DGAP-HV: Linde Public Limited Company: Bekanntmachung der Einberufung zur Hauptversammlung am 25.07.2022 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

DGAP-News: Linde Public Limited Company

/ Bekanntmachung der Einberufung zur Hauptversammlung

Linde Public Limited Company: Bekanntmachung der Einberufung zur Hauptversammlung am 25.07.2022 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

17.05.2022 / 12:07

Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Linde Public Limited Company registered in Dublin, Ireland with its principal office at Forge,
43 Church Street West, Woking, Surrey GU21 6HT, United Kingdom

ISIN IE00BZ12WP82

Notice of 2022 Annual General Meeting of Shareholders

Dear Shareholder:

The Annual General Meeting (“AGM”) of Shareholders of Linde plc (“Linde” or the “Company”) will be held at 1:00 P.M. United Kingdom time (8:00 AM Eastern Daylight Time in the U.S.) on Monday, July 25, 2022, at the Corinthia Hotel, Whitehall Place, Westminster, London, SW1A 2BD, U.K., for the following purposes: (please see the notice below regarding possible changes to the meeting as a result of the COVID-19 pandemic)

1.

Election of Directors.

Nominees:

1a. Stephen F. Angel

1b. Sanjiv Lamba

1c. Prof. DDr. Ann-Kristin Achleitner

1d. Dr. Thomas Enders

1e. Edward G. Galante

1f. Joe Kaeser

1g. Dr. Victoria Ossadnik

1h. Prof. Dr. Martin H. Richenhagen

1i. Alberto Weisser

1j. Robert L. Wood

2a.

To ratify, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers (“PwC”) as the independent auditor.

2b.

To authorize the Board, acting through the Audit Committee, to determine PwC’s remuneration.

3.

To approve, on an advisory and non-binding basis, the compensation of Linde plc’s Named Executive Officers, as disclosed in the 2022 Proxy statement.

4.

To approve, on an advisory and non-binding basis, the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) as set forth in the Company’s IFRS Annual Report for the financial year ended December 31, 2021, as required under Irish law.

5.

To determine the price range at which Linde plc can re-allot shares that it acquires as treasury shares under Irish law.

6.

To consider and vote on a shareholder proposal regarding supermajority voting requirements in Linde’s Irish Constitution.

7.

To conduct such other business as may properly come before the meeting.

The Board of Directors recommends a vote “FOR” the nominees listed in proposal 1, a vote “FOR” proposals 2a and 2b, 3, 4 and 5 and a vote “AGAINST” proposal 6. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Potential Impact of the COVID-19 Pandemic on the Annual General Meeting

Linde is monitoring coronavirus (COVID-19) developments and the related recommendations and protocols issued by public health authorities and governments. The health and well-being of Linde’s shareholders is a high priority. If the Company determines that it is not possible or advisable to hold the Annual General Meeting in person, Linde will announce alternative arrangements for the meeting, which may include a change in the date or time of the meeting, a change in the meeting location and/or holding the meeting primarily by means of remote electronic communication. Linde will announce any such change and the details on how to participate by press release, which will be available on Linde’s website at https://www.linde.com/news-media/press-releases, published in the Bundesanzeiger and filed with the Securities and Exchange Commission as additional proxy materials. If you are planning to attend the meeting, please check the website prior to the meeting date.

Shareholders may, by technological means, participate in the 2022 Annual General Meeting in Ireland in accordance with the section 176 of the Irish Companies Act 2014 by attending the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, DO2 T380, Ireland at the time of the meeting.

The Proxy Statement and a form of proxy are being distributed to shareholders on or about April 29, 2022. Only holders of record of Linde ordinary shares at the close of business on April 28, 2022, will be entitled to notice of the meeting or of any adjournment or postponement thereof. Pursuant to section 1105(2) of the Irish Companies Act 2014, only holders of record of Linde ordinary shares at 1:00 P.M. Irish time on July 23, 2022, will be entitled to attend, speak, ask questions and vote at the meeting in respect of the number of shares registered in their name at that time.

It is important that your shares be represented and voted at the meeting. Any shareholder entitled to attend, speak, ask questions and vote at the meeting, may exercise his or her right to vote by appointing a proxy or proxies to attend and vote on his or her behalf. A shareholder may appoint the persons named in the proxy card provided or another person, who need not be a shareholder of the Company, as a proxy, by electronic means or in writing, to vote some or all of their shares. Appointment of a proxy does not preclude members from attending, speaking and asking questions at the meeting should they subsequently wish to do so. Please note that proxies may be required to provide identification to attend the meeting.

Whether or not you expect to attend the Annual General Meeting in person, please promptly provide your proxy either using the Internet, as further explained in the proxy statement, or by filling in, signing, dating and promptly mailing a proxy card.

Further information, including the 2022 Notice of Annual General Meeting and Proxy Statement, is available at https://investors.linde.com/en/annual-general-meeting-of-shareholders . We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “Information About the Annual General Meeting and Voting” on page 90 and following of the proxy statement.

Please be aware that, if you own shares in a brokerage account, you must instruct your broker on how to vote your shares. Without your instructions, New York Stock Exchange rules do not allow your broker to vote your shares on any of the proposals except those identified in the proxy statement. Please exercise your right as a shareholder to vote on all proposals, including the re-appointment of the director nominees, by instructing your broker by proxy.

April 29, 2022

By Order of The Board of Directors

Stephen F. Angel
Chairman of the Board

General Information

Questions

Bei Fragen kontaktieren Sie unsere Hotline bei der ADEUS Aktienregister-Service-GmbH:

Contact our Hotline at ADEUS Aktienregister-Service-GmbH for questions:

+49(0)89 20 190 352
hv-service.linde@adeus.de

Availability of Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

2022

PROXY STATEMENT

2021

FORM 10-K AND ANNUAL REPORT TO SHAREHOLDERS

2021

IFRS ANNUAL REPORT

How to View Online:

Visit:

https://investors.linde.com/annual-general-meeting-of-shareholders
https://investors.linde.com/proxystatement
https://investors.linde.com/annualreport
https://investors.linde.com/ifrsreport

How to Request and Receive a PAPER Copy:

If you want to receive a paper copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

BY TELEPHONE:

+49(0)89 20190 352

BY E-MAIL:

hv-service.linde@adeus.de

Requests, instructions and other inquiries sent to this e-mail address will not be forwarded to your investment advisor. Please make the request as instructed above on or before July 11, 2022 to facilitate timely delivery.

How to Vote

Please request a Proxy Card.

Vote in Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance and see page 93 of the Proxy Statement for information on attending in person in London, U.K. You can attend the meeting by requesting a Proxy Card, which will include an attendance ticket. Contact our ADEUS Hotline (above) or your bank or broker to request a Proxy Card.

Vote by Internet: You can vote by Internet by requesting a Proxy Card, which will include an Internet access code. Contact your bank or broker or our ADEUS Hotline (see above) to request a Proxy Card.

Vote by Mail: You can vote by mail by requesting a Proxy Card. Contact your bank or broker or our ADEUS Hotline (see above) to request a Proxy Card.

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Sprache:

Deutsch

Unternehmen:

Linde Public Limited Company

10 Priestley Road

GU2 7XY Guildford

Großbritannien

E-Mail:

hv-service.linde@adeus.de

Internet:

https://www.linde.com/

Ende der Mitteilung

DGAP News-Service

1354581 17.05.2022