|
Linde Public Limited Company
registered in Dublin, Ireland with its principal office at Guildford, United Kingdom
ISIN IE00BZ12WP82
Notice of 2021 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. Irish
time (8:00 AM Eastern Daylight Time in the U.S) on Monday, July 26, 2021 by:
(a) a VIRTUAL meeting format accessible at
www.virtualshareholdermeeting.com/LIN2021
and
https://hv.adeus.de/hvs/linde
that all shareholders are urged to participate in to support the health and safety of the Company's shareholders, employees, directors and others in
light of the ongoing effects of the COVID-19 pandemic; and
(b) through an in-person meeting format, as required by Irish law, at the offices of Arthur Cox LLP, Ten Earlsfort Terrace,
Dublin 2, D02 T380, Ireland. However, as discussed below, this in-person meeting format will be subject to COVID-19 safety guidelines and legislation in
effect in Ireland at the date of the AGM, which may result in the cancellation of the in-person meeting format and/or significant
attendance restrictions.
The AGM will be held for the following purposes:
| 1. |
By separate resolutions, to re-appoint the twelve director nominees described in the proxy statement.
Nominees:
1a. Prof. Dr. Wolfgang H. Reitzle
1b. Stephen F. Angel
1c. Prof. DDr. Ann-Kristin Achleitner
1d. Prof. Dr. Clemens A. H. Börsig
1e. Dr. Nance K. Dicciani
1f. Dr. Thomas Enders
1g. Franz Fehrenbach
1h. Edward G. Galante
1i. Larry D. McVay
1j. Dr. Victoria Ossadnik
1k. Prof. Dr. Martin H. Richenhagen
1l. Robert L. Wood
|
| 2a. |
To ratify, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers ('PwC') as the independent auditor
of the Company.
|
| 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 the Company's named executive officers as required under
U.S. law and U.S. Securities and Exchange Commission rules.
|
| 4. |
To approve, on an advisory and non-binding basis, a Directors' Remuneration Policy as required under Irish law.
|
| 5. |
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, 2020, as required under
Irish law.
|
| 6. |
To approve the 2021 Linde plc Long Term Incentive Plan.
|
| 7. |
To determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law.
|
| 8. |
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, and 'FOR' proposals 2a and 2b, 3, 4, 5,
6 and 7. 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 in Ireland and the Irish legal requirements for holding an in-person meeting. 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 AGM in person,
or if Irish law permits the AGM to be held in a virtual format only, Linde will announce alternative arrangements for the
in-person meeting format in Ireland, which may include a change in the meeting location and/or cancelling the in-person meeting
and holding the meeting solely 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 in-person meeting in Ireland, please check the website prior to the meeting date.
The proxy statement and a form of proxy are being distributed to shareholders on or about April 29, 2021. Only holders of
record of Linde ordinary shares at the close of business on April 28, 2021 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 24, 2021 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 in 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 AGM virtually or 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 2021 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 92 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.
By Order of The Board of Directors
April 29, 2021
Prof. Dr. Wolfgang H. Reitzle,
Chairman of the Board
General Information
Hinweis: Aktionäre werden aufgrund der COVID-19-Pandemie von vornherein gebeten, ihre Stimmen über den Online-Service https://hv.adeus.de/hvs/linde
abzugeben, aber keine persönliche Teilnahme an der ordentlichen Hauptversammlung 2021 der Linde plc einzuplanen.
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
[email protected]
Availability of Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
2021 PROXY STATEMENT
2020 FORM 10-K AND ANNUAL REPORT TO SHAREHOLDERS
2020 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:
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 12, 2021 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 96 of the Proxy Statement for information on attending in person in Ireland. You can attend the meeting by requesting
a Proxy Card, which will include an attendance ticket. Contact 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.
|
