Merger Agreement Between Linde Intermediate Holding
Notarial deed by Notary Dr. Tilman Götte, Munich, as of November 1, 2018 - UR 2924 G/2018 Convenience Translation MERGER AGREEMENT BETWEEN LINDE INTERMEDIATE HOLDING AG AND LINDE AKTIENGESELLSCHAFT Merger Agreement between Linde Intermediate Holding AG, Klosterhofstraße 1, 80331 Munich, – hereinafter also referred to as “Linde Intermediate” or the “Acquiring Company” – and Linde Aktiengesellschaft, Klosterhofstraße 1, 80331 Munich, - hereinafter also referred to as “Linde AG” or the “Transferring Company” – Acquiring Company and Transferring Company also referred to as “Parties” or individually referred to as a “Party” – - 2 - Preliminary Remarks I. Linde Intermediate is a stock corporation, incorporated under the laws of Germany and registered with the commercial register of the local court of Munich under HRB 234880, having its registered office in Munich, whose shares are neither admitted to trading on the regulated market segments of a stock exchange nor traded on an over-the-counter market of a stock exchange. The nominal capital of Linde Intermediate registered with the commercial register amounts to € 50,000. It is divided into 50,000 registered shares with no par value each having a notional value of € 1.00. The fiscal year of Linde Intermediate is the calendar year. The sole shareholder of Linde Intermediate is Linde Holding GmbH, registered with the commercial register of the local court of Munich under HRB 234787, having its registered office in Munich (“Linde Holding GmbH”). The nominal capital of Linde Holding GmbH is, in turn, fully held by Linde plc, a public limited company incorporated under the laws of Ireland, having its registered office in Dublin, Ireland, and its principal executive offices in Surrey, United Kingdom (“Linde plc”).
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