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
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2a. |
To ratify, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers (?PwC?) as the independent auditor.
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2b. |
To authorize the Board, acting through the Audit Committee, to determine PwC?s remuneration.
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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.
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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.
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5. |
To determine the price range at which Linde plc can re-allot shares that it acquires as treasury shares under Irish law.
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6. |
To consider and vote on a shareholder proposal regarding supermajority voting requirements in Linde?s Irish Constitution.
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7. |
To conduct such other business as may properly come before the meeting.
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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
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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:
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+49(0)89 20 190 352
hv-service.linde@adeus.de
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Availability of Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
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2022 |
PROXY STATEMENT |
2021 |
FORM 10-K AND ANNUAL REPORT TO SHAREHOLDERS |
2021 |
IFRS ANNUAL REPORT |
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How to View Online:
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Visit:
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https://investors.linde.com/annual-general-meeting-of-shareholders https://investors.linde.com/proxystatement https://investors.linde.com/annualreport https://investors.linde.com/ifrsreport
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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:
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BY TELEPHONE: |
+49(0)89 20190 352 |
BY E-MAIL: |
hv-service.linde@adeus.de |
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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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