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 Court Meeting of Shareholders to be held on January 18, 2023 MEETING ONE – COURT MEETING OF SHAREHOLDERS NOTICE OF COURT MEETING OF SHAREHOLDERS THE HIGH COURT, 2022 No. 2022/245 COS IN THE MATTER OF LINDE PLC – and – IN THE MATTER OF THE COMPANIES ACT 2014

NOTICE IS HEREBY GIVEN that by an Order dated December 5, 2022, made in the above matter, the High Court of Ireland, referred to as the “Irish High Court,” has (in accordance with Section 450 of the Irish Companies Act) directed a meeting, referred to as the “Court Meeting” to be convened of the holders of the Scheme Shares (as defined in the proposed scheme of arrangement that is included in the Proxy Statement) of Linde public limited company, referred to as “Linde,” for the purpose of considering and, if thought fit, approving a resolution to approve (with or without modification) a scheme of arrangement pursuant to Chapter 1 of Part 9 of the Irish Companies Act 2014 proposed to be made between Linde and the holders of the Scheme Shares, referred to as the “Scheme” or “Scheme of Arrangement” and that such meeting will be held at 10 Riverview Drive, Danbury, Connecticut 06810, United States on January 18, 2023, at 10:00 a.m., Eastern Time, at which place and time all holders of the Scheme Shares entitled to vote thereat are invited to attend; such resolution being in the following terms:

“That the scheme in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court.”

A copy of the Scheme of Arrangement and a copy of the explanatory statement required to be furnished pursuant to Section 452 of the Irish Companies Act 2014 are included in Linde plc’s Proxy Statement. Scheme Shareholders (as defined in the proposed Scheme of Arrangement that is included in the Proxy Statement) may vote at the Court Meeting 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 Court Meeting will be held at 10 Riverview Drive, Danbury, Connecticut 06810, United States and Scheme Shareholders may also, by technological means, participate in the Court Meeting 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.

Scheme 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 Court Meeting and following the instructions of such representative. The process of asking questions, voting and accessing the Court Meeting 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.

Whether or not you expect to attend the Court Meeting in person, please promptly provide your proxy as further explained in the Proxy Statement. You may vote online, or by filling in, signing, dating and promptly mailing a proxy card. Linde recommends that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy in the Proxy Statement under “Summary of the Proxy Statement.” 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 Court 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.

Entitlement to attend and vote at the Court Meeting (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 (the “Voting Record Time”). In each case, changes to Linde’s register of shareholders after the Voting Record Time shall be disregarded for the purposes of being entitled to vote. Each Scheme Share entitles the holder to one vote. As of December 2, 2022, a total of 492,560,739 Scheme Shares were outstanding.

If the form of proxy is duly completed and signed, and is 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, then it will be voted in the manner directed by the shareholder executing it, or if no directions are given, it will be voted “FOR” each of the proposals.

In the case of a corporation, limited liability company or partnership, the form of proxy must be either under its Common Seal or under the hand of an officer or attorney, duly authorized or in such other manner as its directors may approve.

By the said Court Order, the Irish High Court has appointed Stephen F. Angel or in his absence, such other director or officer of the Company as the Board may determine to act as chair of the said Court Meeting, and has directed the chair to report the result thereof to the Irish High Court.

Subject to, amongst other things, the approval of the resolution proposed at the Court Meeting convened by this Notice, the requisite resolutions to be proposed at the extraordinary general meeting of Linde convened for January 18, 2023, and the satisfaction or waiver of the other conditions to the completion of the Scheme of Arrangement and the Irish High Court, it is anticipated that the Irish High Court will order that the hearing of the application to approve said Scheme of Arrangement will take place in February 2023.

Terms shall have the same meaning in this Notice as they have in the Proxy Statement accompanying this Notice. The Scheme of Arrangement will be subject to the subsequent sanction of the Irish High Court.

The resolution at the Court Meeting shall be decided on a poll. Every holder of a Scheme Share as of the Voting Record Time will have one vote for every Scheme Share carrying voting rights of which he, she or it is the holder. In order for the resolution at the Court Meeting to pass, those voting to approve the Scheme must (a) represent a simple majority (being more than 50 %) in number of the shareholders of Scheme Shares as of the Voting Record Time present and voting (whether present in person or by proxy), and (b) also represent 75 % or more in value of the Scheme Shares held by such holders as of the Voting Record Time, present and voting (whether present in person or by proxy).

YOUR VOTE IS IMPORTANT

IT IS IMPORTANT THAT AS MANY VOTES AS POSSIBLE ARE CAST AT THE COURT MEETING (WHETHER IN PERSON OR BY PROXY) SO THAT THE IRISH HIGH COURT CAN BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF LINDE SHAREHOLDERS IN THE COURT’S OPINION. TO ENSURE YOUR REPRESENTATION AT THE COURT MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY FOR THE COURT MEETING AS PROMPTLY AS POSSIBLE AND RETURN IT TO ADEUS AKTIENREGISTER-SERVICE-GMBH, HAUPTVERSAMMUNG, POSTFACH 57 03 64, 22772 HAMBURG, GERMANY OR BY INTERNET IN THE MANNER PROVIDED ABOVE. IF YOU ATTEND THE COURT MEETING, YOU MAY VOTE EVEN IF YOU HAVE RETURNED A COMPLETED FORM OF PROXY, BUT YOUR VOTE AT THE COURT MEETING WILL SUPERCEDE YOUR PREVIOUSLY SUBMITTED PROXY.

Dated December 9, 2022

Arthur Cox LLP
Ten Earlsfort Terrace
Dublin 2
D02 T380
Ireland
Solicitors for 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

1512097 13.12.2022 CET/CEST