EQS-HV: Linde Public Limited Company: Bekanntmachung der Einberufung zur Hauptversammlung am 18.01.2023 in Danbury, Connecticut 06810, United States mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

EQS-News: Linde Public Limited Company

/ Bekanntmachung der Einberufung zur Hauptversammlung

Linde Public Limited Company: Bekanntmachung der Einberufung zur Hauptversammlung am 18.01.2023 in Danbury, Connecticut 06810, United States mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

13.12.2022 / 15:05 CET/CEST

Bekanntmachung gemäß §121 AktG, übermittelt durch EQS News
- 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 for the Extraordinary General Meeting of Shareholders to be held on January 18, 2023 MEETING TWO – EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder:

The extraordinary general meeting (“EGM”) of shareholders of Linde plc (“Linde”) will be held at 10 Riverview Drive, Danbury, Connecticut 06810, United States at 10:15 a.m. Eastern Time on January 18, 2023 (or, if the special Court-ordered meeting, referred to as the “Court Meeting,” has not concluded prior to such time, as soon as possible after the conclusion or adjournment of the Court Meeting), for the purpose of considering and, if thought fit, approving of the following resolutions (of which resolution 1 will be proposed as an ordinary resolution and resolutions 2 and 3 will be proposed as a special resolution):

1. To approve, subject to the approval by the requisite majorities at the Court Meeting, the scheme of arrangement that is included in Linde plc’s Proxy Statement, referred to as the “Scheme” or “Scheme of Arrangement,” whereupon and assuming the other conditions to the Scheme are satisfied, holders of Linde ordinary shares will receive, on a one-for-one basis, ordinary shares of a new publicly traded company incorporated in Ireland (“New Linde”), and that the directors of Linde be authorized to take all such action as they consider necessary or appropriate for carrying the Scheme into effect.

2. To approve, subject to the Scheme becoming effective, an amendment to the articles of association of Linde, which are part of the Linde constitution, referred to as the “Articles,” in respect of certain mechanics to effect the Scheme.

3. To approve the Common Draft Terms of Merger, whereupon and assuming the other conditions to the Merger are satisfied, Linde would be merged with and into New Linde, with New Linde surviving the merger.

Linde shareholders may vote at the EGM or they may appoint another person, whether a shareholder of Linde or not, as their proxy to attend, speak and vote in their stead. The EGM will be held at 10 Riverview Drive, Danbury, Connecticut 06810, United States and shareholders may also, by technological means, participate in the EGM in Ireland in accordance with Section 176 of the Irish Companies Act 2014 by attending the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland at the time of the meeting where the Court Meeting will be audio cast through the Microsoft Teams platform.

Shareholders attending from the Arthur Cox LLP office may communicate questions or comments or vote by notifying the Linde representative at the Arthur Cox LLP office during the EGM and following the instructions of such representative. The process of asking questions, voting and accessing the EGM presentation will be further explained by the Linde representative at the Arthur Cox LLP office during the Court Meeting. Please note that your ability to vote at the Arthur Cox LLP office will not be enabled until the chair formally opens the meeting. Completion and return of a form of proxy will not preclude a Scheme Shareholder from attending and voting in person at the EGM, if that shareholder wishes to do so. Any alteration to the form of proxy must be initialed by the person who signs it. It is requested that a form of proxy, duly completed and signed, together with any power of attorney, under which it is signed, be submitted by following the instructions set forth on the form of proxy no later than 11:59 p.m. Central European Time on January 17, 2023.

Scheme Shareholders may submit a proxy or proxies as follows:

• Vote on the Internet. If you have internet access, you may access the ADEUS online service at https://hv.adeus.de/hvs/linde and submit your proxy or voting instructions by following the instructions provided with your proxy materials and on your proxy card or voting instruction card. Contact your bank or broker or our ADEUS hotline (see below) to request a Proxy Card.

• Vote by Mail. You may also choose to vote by mail by marking your proxy card or voting instruction card, dating and signing it, and returning it to ADEUS Aktienregister-Service-GmbH, Hauptversammlung, Postfach 57 03 64, 22772 Hamburg, Germany. Alternatively, shareholders may submit a form of proxy in writing that is compliant with the Irish Companies Act 2014 to ADEUS Aktienregister-Service-GmbH, Hauptversammlung, Postfach 57 03 64, 22772 Hamburg. Contact your bank or broker or our ADEUS hotline (see below) to request a Proxy Card.

Contact our ADEUS hotline by telephone or email at +49(0)89 20 190 352 or hv-service.linde@adeus.de for questions regarding voting, participating at the Extraordinary General Meeting or using the Internet voting service.

In the case of joint shareholders, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in Linde’s register of shareholders in respect of the joint holding.

The Proxy Statement and a form of proxy are being distributed to shareholders on or about December 9, 2022. Entitlement to attend and vote at the EGM (or any adjournment thereof) and the number of votes which may be cast, will be determined by reference to Linde’s register of shareholders as of 48 hours before the meeting. Each ordinary share entitles the holder to one vote. As of December 2, 2022, a total of 492,560,739 Linde ordinary shares were outstanding.

Whether or not you expect to attend the EGM in person, please promptly provide your proxy either online, as further explained in the Proxy Statement, or by filling in, signing, dating and promptly mailing a proxy card. 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 “ The Court Meeting and the Extraordinary General Meeting ” of the Proxy Statement.

Please be aware that, if you own shares in a brokerage account, you must instruct your broker, bank or other institution on how to vote your shares. Without your instructions, New York Stock Exchange rules do not allow your broker, bank or other institution to vote your shares on any of the proposals. Please exercise your right as a shareholder to vote on all proposals by instructing your broker, bank or other institution by proxy.

December 9, 2022

By order of the Board of Directors of Linde plc

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Sprache:

Deutsch

Unternehmen:

Linde Public Limited Company

Forge, 43 Church Street West

GU21 6HT Woking, Surrey

Großbritannien

E-Mail:

hv-service.linde@adeus.de

Internet:

https://www.linde.com

Ende der Mitteilung

EQS News-Service

1512099 13.12.2022 CET/CEST