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Share Transfer Report Convenience Translation Share Transfer Report Report of Linde Intermediate Holding AG, Munich, as majority shareholder of Linde Aktiengesellschaft, Munich, on the requirements to transfer the Minority Shareholdersʼ shares in Linde Aktiengesellschaft to Linde Intermediate Holding AG and the adequacy of the cash settlement according to Sec. 62 para. 5 sentence 8 German Transformation Act (Umwandlungsgesetz) in conjunction with Sec. 327c para. 2 sentence 1 German Stock Corporation Act (Aktiengesetz) November 1, 2018 Table of Contents 1. Introduction ................................................................................................................................ 5 2. Description of Linde plc Group, Linde AG and Linde Intermediate ......................................... 7 2.1 Group Structure of Linde plc Group ............................................................................. 7 2.2 Information on Linde AG ............................................................................................. 8 2.2.1 Company History ..................................................................................................... 8 2.2.2 Registration, Registered Office, Financial Year and Business Purpose .................. 8 2.2.3 Nominal Capital, Shareholders and Stock Exchange Trading ................................. 9 2.2.4 Executive Bodies and Representation .................................................................... 13 2.2.5 Business Activities, Group Structure and Major Holdings .................................... 14 2.2.6 Business Development and Performance Situation ............................................... 16 2.2.7 Employees and Codetermination ........................................................................... 21 2.3 Information on Linde Intermediate ............................................................................. 22 2.3.1 Registration, Registered Office, Financial Year and Business Purpose ................ 22 2.3.2 Nominal Capital and Shareholder Structure .......................................................... 22 2.3.3 Executive Bodies and Representation .................................................................... 23 2.3.4 Previous Activities ................................................................................................. 23 2.3.5 Business Performance and Results of Linde Intermediate ..................................... 24 2.4 Information on Linde plc as Parent Company ............................................................ 24 2.4.1 Registration, Registered Office, Financial Year and Business Purpose ................ 24 2.4.2 Nominal Capital and Shareholder Structure .......................................................... 25 2.4.3 Executive Bodies and Representation .................................................................... 26 2.5 Further Companies of Linde plc Group ...................................................................... 26 2.5.1 Praxair, Inc. and Zamalight Holdco LLC .............................................................. 26 2.5.2 Linde Holding GmbH ............................................................................................ 27 2.6 Business Activities of Linde plc Group ...................................................................... 29 3. Acquisition of the Majority Shareholding in Linde AG by Linde Intermediate ...................... 29 3.1 Exchange Offer by Linde plc to the Shareholders of Linde AG ................................. 29 3.2 Transfer of Linde AG Shares to Linde Intermediate .................................................. 30 3.3 Current Shareholding .................................................................................................. 30 4. Major Reasons for the Merger and the Squeeze-Out of the Minority Shareholders ................ 30 4.1 Simplification of the Group Structure ......................................................................... 30 4.2 Cost Saving, Flexibility and Transaction Safety ......................................................... 31 4.3 More Efficient Integration into Linde plc Group ........................................................ 31 4.4 No obligation to prepare a dependency report ............................................................ 33 -2- 4.5 Withdrawal of the Listing ........................................................................................... 33 5. Alternatives for the Planned Merger, in Connection with Which a Squeeze-Out of Minority Shareholders Occurs ................................................................................................. 33 6. Requirements for the Squeeze-Out of the Minority Shareholders ........................................... 35 6.1 Overview ..................................................................................................................... 35 6.2 Legal Form of the Entities Involved, Conclusion of a Merger Agreement, Stake of Linde Intermediate .................................................................................................. 38 6.3 Statement That a Squeeze-Out of the Minority Shareholders Shall Take Place in Connection with the Merger ....................................................................................... 39 6.4 Display of Documents in the Business Premises of Linde Intermediate, Publication, Submission of the Merger Agreement .................................................... 39 6.5 Determination of the Adequate Cash Settlement ........................................................ 41 6.6 Share Transfer Report of the Majority Shareholder .................................................... 42 6.7 Audit of the Adequacy of the Cash Settlement ........................................................... 42 6.8 Warranty Declaration of a Credit Institute .................................................................. 42 6.9 Making Available Documents in Order to Prepare the General Meeting ................... 44 6.10 Transfer Resolution of the General Meeting of Linde AG; Maintaining the Three-Month Period .................................................................................................... 45 6.11 Registration with the Commercial Register ................................................................ 46 6.11.1 Transfer Resolution ................................................................................................ 46 6.11.2 Merger .................................................................................................................... 47 7. Consequences of the Transfer of the Minority Shareholdersʼ Shares ...................................... 47 7.1 Transfer of the Shares to the Majority Shareholder .................................................... 47 7.2 Entitlement of the Minority Shareholders to an Adequate Cash Settlement .............. 48 7.3 Technical Banking Aspects and Payment of the Cash Settlement .............................. 49 7.4 Withdrawal of the Listing ........................................................................................... 49 7.5 Tax Consequences for the German Minority Shareholders of Linde AG ................... 50 7.5.1 Treatment as Disposal of Shares ............................................................................ 50 7.5.2 Determining the Capital Gains or Losses .............................................................. 51 8. Explanation and Justification of the Adequacy of the Cash Settlement .................................. 55 8.1 Preface ........................................................................................................................ 55 8.2 Calculation and Determination of the Cash Settlement Pursuant to Sec. 327b Para. 1 German Stock Corporation Act ...................................................................... 55 8.2.1 Capitalized Earnings Value of Linde AG .............................................................. 56 8.2.2 Stock Market Price and Reference Period ............................................................. 56 8.2.3 Summary ................................................................................................................ 58 9. Review of the Adequacy of the Cash Settlement ..................................................................... 58 -3- Annexes Annex 1: Deposit confirmation of UniCredit Bank AG dated October 31, 2018 concerning the number of shares in Linde AG held by Linde Intermediate Holding AG Annex 2: Deposit confirmation of Deutsche Bank Aktiengesellschaft dated October 31, 2018 concerning the number of treasury shares held by Linde AG Annex 3: Ad hoc release by Linde AG dated April 25, 2018 concerning the intention of Linde plc, Linde AG and Praxair, Inc., to carry out a squeeze-out at Linde AG following the completion of the merger Annex 4: Letter of Linde Intermediate Holding AG to the executive board of Linde AG dated November 1, 2018 (transfer request of Linde Intermediate Holding AG according to Sec. 62 para. 5 German Transformation Act in conjunction with Sec. 327a para. 1 sentence 1 German Stock Corporation Act) Annex 5: Notarized merger agreement between Linde Intermediate Holding AG and Linde Aktiengesellschaft dated November 1, 2018 Annex 6: Expert opinion of Ernst & Young GmbH on the company value of Linde Aktiengesellschaft and on the determination of an adequate cash settlement according to Sec. 327b para. 1 German Stock Corporation Act on the valuation date December 12, 2018
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