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 IE000S9YS762 Notice of 2023 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 PM United Kingdom time (8:00 AM Eastern Daylight Time in the U.S.) on Monday, July 24, 2023, at the Corinthia Hotel, Whitehall Place, Westminster, London, SW1A 2BD, U.K., for the following purposes:
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| 1. |
By separate resolutions, to appoint the ten director nominees described in the proxy statement.
Nominees:
| 1a. |
Stephen F. Angel |
| 1b. |
Sanjiv Lamba |
| 1c. |
Prof. DDr. Ann-Kristin Achleitner |
| 1d. |
Dr. Thomas Enders |
| 1e. |
Hugh Grant |
| 1f. |
Joe Kaeser |
| 1g. |
Dr. Victoria Ossadnik |
| 1h. |
Prof. Dr. Martin H. Richenhagen |
| 1i. |
Alberto Weisser |
| 1j. |
Robert L. Wood |
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| 2. |
To (a) ratify, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers (“PwC”) as independent auditor of the Company and (b) 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 applicable U.S. law and U.S. Securities and Exchange Commission rules. |
| 4. |
To consider and vote on proposed amendments to Linde’s Memorandum and Articles of Association to reduce certain supermajority shareholder voting requirements. |
| 5. |
To conduct such other business as may properly come before the meeting. |
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Shareholders may, by technological means, participate in the 2023 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 28, 2023. Only holders of record of Linde ordinary shares at the close of business on April 27, 2023, will be entitled to receive notice of, and to attend and vote at, the meeting or any adjournment or postponement thereof. 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 AGM 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 “Information About the Annual General Meeting and Voting” 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 28, 2023
By Order of The Board of Directors
Stephen F. Angel
Chairman of the Board
General Information
Questions/Fragen
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 |
Availability of Proxy Materials
The 2023 Notice of Annual General Meeting and Proxy Statement, the 2022 Form 10-K and Annual Report, the Irish financial statements together with copies of any other documentation relating to the 2023 Annual General Meeting, including forms of proxy, are available on the Linde website, www.linde.com as set forth below:
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2023 Notice of Annual General Meeting and Proxy Statement:
https://investors.linde.com/proxystatement |
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2022 Form 10-K and Annual Report to Shareholders:
https://investors.linde.com/annualreport |
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2022 Irish Financial Statements:
https://investors.linde.com/irishfinancials |
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 10, 2023 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 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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