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Financial Report for the 2018 Financila Year

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Financial Report for the 2018 Financila Year FINANCIAL REPORT FOR THE 2018 FINANCIAL YEAR Linde AG Corporate Governance 3 The Executive Board 4 The Supervisory Board 6 Report of the Supervisory Board Linde AG 12 Remuneration report (Part of the management report) Management Report Fundamental information about Linde AG 28 Planned merger 29 Business model Report on the economic position 30 Macroeconomic environment 31 Sector-specific background 33 Net assets, financial position and results of operations of Linde AG 37 Research and development 38 Opportunity and risk report 52 Outlook 55 Declaration on Corporate Governance in accordance with § 289f of the German Commercial Code (HGB) 56 Takeover-related disclosures 60 Events after the balance sheet date Dependent Company Report 63 Final declaration by the Executive Board 64 Non-financial declaration Financial Statements 66 Balance sheet of Linde AG 67 Income statement of Linde AG 68 Cash flow statement of Linde AG 69 Statement of changes in equity in Linde AG Notes to the Financial Statements of Linde AG 70 General information 72 Statement of non-current asset movements in Linde AG 74 Notes to the balance sheet 81 Notes to the income statement 83 Supplementary information on the Notes 114 Independent auditor’s report Further Information 120 Responsibility statement Imprint 3 The Executive Board 4 The Supervisory Board 6 Report of the Supervisory Board Linde AG 12 Remuneration report (Part of the management report) Corporate Governance SECTION 1 THE EXECUTIVE BOARD THE EXECUTIVE BOARD DR SVEN SCHNEIDER SANJIV LAMBA BORN 1966 BORN 1964 Doctorate in Political Science [Dr. rer. pol.] Chartered Accountant Business Management Graduate [Dipl.-Kfm.] Bachelor of Commerce Qualified Banker Responsible for the Asia/Pacific segment of Spokesman of the Executive Board, Employment Director the Gases Division, for Global Gases Businesses Helium & Rare Gases, Responsible for Gist and the Corporate & Support Electronics [electronic gases] and Functions Corporate Communications & Investor Asia Joint Venture Management Relations, Corporate Internal Audit, Corporate Office, Member of the Executive Board since 2011 Corporate Strategy & Market Intelligence, Group Human Resources, Group Information Services, Group Legal & Compliance, SHEQ [Safety, Health, EDUARDO MENEZES Environment & Quality], Group Accounting & Reporting, BORN 1963 Group Insurance, Group Mergers & Acquisitions, Group Risk Management, Group Tax, Group Treasury, Master of Business Administration [MBA] Operational Finance, Controlling & Investments, Degree in Process Technology Real Estate and for Finance/Controlling for Responsible for the EMEA [­­Europe, Middle East, Africa] the EMEA, Americas and Asia/Pacific segments segment of the Gases Division Member of the Executive Board since 2017 Member of the Executive Board since 2019 DR CHRISTIAN BRUCH BORN 1970 Doctorate in Engineering [Dr.-Ing.] Degree in Mechanical Engineering Retired from the Executive Board on 1 March 2019: Responsible for the Engineering Division and for the Corporate & Support Functions Technology & Innovation PROFESSOR DR ALDO BELLONI and Digitalisation BORN 1950 Member of the Executive Board since 2015 Doctorate in Engineering [Dr.-Ing.] Chief Executive Officer BERND EULITZ Responsible for Opportunity & Project Development, BORN 1965 Programme Management, the Americas segment of the Gases Division, the Corporate & Support Functions Degree in Engineering Corporate Communications & Investor Relations, [Process Technology, Chemical Engineering] Corporate Internal Audit, Corporate Office, Responsible for the Americas segment of the Corporate Strategy & Market Intelligence, Gases Division, for the Centre of Excellence Group Human Resources, Group Legal & Compliance, [Health care, Marketing, Production, Supply Chain], Group Information Services and for Opportunity & Project Development and for the SHEQ [Safety, Health, Environment, Quality], Gist Corporate & Support Function Global Procurement Employment Director Member of the Executive Board since 2015 Member of the Executive Board since 2016 3 LINDE AG FINANCIAL REPORT 2018 THE SUPERVISORY BOARD Members of the Supervisory Board PROFESSOR DR WOLFGANG REITZLE DR VICTORIA OSSADNIK [CHAIRMAN] Chief Executive Officer of E.ON Energie Former Chief Executive Officer of Linde AG Deutschland GmbH and E.ON Energie Holding GmbH GERNOT HAHL1 ANDREA RIES1 [DEPUTY CHAIRMAN] Chair of the Unterschleissheim Works Council, Chairman of the Worms Works Council, Gases Division, Linde AG Gases Division, Linde AG XAVER SCHMIDT1 FRANZ FEHRENBACH Head of department, Chairman of [SECOND DEPUTY CHAIRMAN] IG Bergbau, Chemie, Energie Hanover Chairman of the Supervisory Board of Robert Bosch GmbH, Managing Partner of Robert Bosch Industrietreuhand KG PROFESSOR DR ANN-KRISTIN ACHLEITNER Professor at the Technical University Munich [TUM] PROFESSOR DR CLEMENS BÖRSIG2 Former Chairman of the Supervisory Board of Deutsche Bank AG ANKE COUTURIER1 Head of Global Pensions, Linde AG DR THOMAS ENDERS Chief Executive Officer of Airbus SE DR HANS-PETER KABALLO1 The following member left the Supervisory Board Chairman of the Pullach Works Council, in the 2018 financial year: Engineering Division, Linde AG (Member of the Supervisory Board since 3 May 2018) FRANK SONNTAG1 Chairman of the Dresden Works Council, DR MARTIN KIMMICH1 Engineering Division, Linde AG Representative for Collective Bargaining (Member of the Supervisory Board of Linde AG of IG Metall, Bavaria until 3 May 2018) 1 Employee representative. 2 Independent expert member as defined by § 1 0 0 (5) and § 1 0 7 (4) of the German Stock Corporation Law (AktG). 4 THE SUPERVISORY BOARD Supervisory Board committees MEDIATION COMMITTEE [in accordance with § 2 7 (3) of the German Co-determination Act (MitbestG)] ￢ PROFESSOR DR WOLFGANG REITZLE [CHAIRMAN] ￢ FRANZ FEHRENBACH ￢ GERNOT HAHL1 ￢ XAVER SCHMIDT1 STANDING COMMITTEE ￢ PROFESSOR DR WOLFGANG REITZLE [CHAIRMAN] ￢ DR THOMAS ENDERS ￢ FRANZ FEHRENBACH ￢ GERNOT HAHL1 ￢ DR MARTIN KIMMICH1 AUDIT COMMITTEE ￢ PROFESSOR DR CLEMENS BÖRSIG2 [CHAIRMAN] ￢ PROFESSOR DR ANN-KRISTIN ACHLEITNER ￢ GERNOT HAHL1 ￢ PROFESSOR DR WOLFGANG REITZLE ￢ XAVER SCHMIDT1 NOMINATION COMMITTEE ￢ PROFESSOR DR WOLFGANG REITZLE [CHAIRMAN] ￢ PROFESSOR DR ANN-KRISTIN ACHLEITNER ￢ FRANZ FEHRENBACH 1 Employee representative. 2 Independent expert member as defined by § 1 0 0 (5) and § 1 0 7 (4) of the German Stock Corporation Law (AktG). 5 LINDE AG FINANCIAL REPORT 2018 of the Executive Board, sharing information and ideas REPORT OF and holding regular consultations with them on the company’s strategy, planning, business development, risk situation, risk management and compliance. On the THE SUPERVISORY basis of the reports submitted by the Executive Board and the auditor’s report, the Supervisory Board was BOARD able to satisfy itself as to the effectiveness of the risk monitoring system set up in accordance with § 91 (2) LINDE AG of the German Stock Corporation Act (AktG). At no time during the year did the Supervisory Board have any objections in relation to the sound and efficient management of the company. Meetings and resolutions of Dear shareholders, the Supervisory Board During the reporting year, the Supervisory Board con- ducted detailed reviews of the company’s situation, A total of eleven Supervisory Board meetings were its prospects and its strategic development, as well held in the 2018 financial year: four scheduled, one as the future long-term positioning of the company constitutive and six extraordinary meetings. Attendance and key individual initiatives. The Board focused in at these meetings continued to be high. The members particular on the proposed merger with US industrial of the Supervisory Board each took part in well over gases company Praxair, Inc., which has now been com- half the meetings of the Supervisory Board and the pleted, and on the planned squeeze-out in accordance committees of which they are members. Details of the with merger law. attendance of Supervisory Board members at the meet- We monitored and advised the Executive Board in ings of the Supervisory Board and of its committees the running of its business operations in accordance is given below: with the duties assigned to us by law, the articles of association and the Supervisory Board’s procedural rules. Through verbal updates at our meetings and in the form of written reports, the Executive Board regularly provided us with timely and comprehensive updates on company performance, the economic sit- uation, profitability and plans for the company and its subsidiaries, as well as briefing us on all issues relevant to the strategy being pursued by the company and its subsidiaries and to planning, business development, the risk situation, risk management and compliance. We assessed the plausibility of all documents presented to us and regularly consulted the Executive Board on significant issues. The Supervisory Board was involved in all major decisions made by the company. These include Executive Board transactions and measures requiring the approval of the Supervisory Board. This applies in particular to the annual capital expenditure programme, major acquisitions, divestments, and de- fined capital and financial measures. In our committees and at meetings of the full Supervisory Board, we conducted critical reviews of the reports and proposed resolutions submitted by the Executive Board and put forward our suggestions. The Chairman of the Supervisory Board also ensured that he remained up to date on the current business situation, significant
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