Base Prospectus Dated 28 March 2013 This document constitutes two base prospectuses for the purposes of article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended (the "Prospectus Directive"): (i) the base prospectus of Linde Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended ("Non-Equity Securities") and (ii) the base prospectus of Linde Finance B.V. in respect of Non-Equity Securities (together, the "Base Prospectus"). Linde Aktiengesellschaft (Munich, Federal Republic of Germany) as Issuer and, in respect of Notes issued by Linde Finance B.V., as Guarantor Linde Finance B.V. (Amsterdam, The Netherlands) as Issuer € 10,000,000,000 Debt Issuance Programme Application has been made to the Luxembourg Stock Exchange for notes (the "Notes") issued under this Base Prospectus (the "Prospectus") under the € 10,000,000,000 Programme for the Issuance of Debt Instruments (the "Programme") to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market (which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC) and to be listed on the Official List of the Luxembourg Stock Exchange during the period of 12 months from the date of this Base Prospectus. Notes issued under the Programme may also be listed on the Frankfurt Stock Exchange or may not be listed at all. The maximum aggregate principal amount of Notes outstanding under the Programme will not exceed € 10,000,000,000. Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg law dated 10 July 2005 on prospectuses for securities to approve this document as a Base Prospectus and to provide the competent authorities in the Federal Republic of Germany ("Germany"), The Netherlands and the Republic of Austria with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Loi relative aux prospectus pour valeurs mobilières which transforms the Prospectus Directive into Luxembourg law ("Notification"). Each Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the issuer. Application has been made for this Prospectus to be approved by the CSSF. This Prospectus has been filed with said authority and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of Linde Group (www.linde.com). This Prospectus replaces the Prospectus dated 30 March 2012. It is valid for a period of 12 months after its approval. Arranger Deutsche Bank Dealers Barclays Citigroup Commerzbank Deutsche Bank HSBC Morgan Stanley Société Générale UniCredit Bank Corporate & Investment Banking 2 RESPONSIBILITY STATEMENT Linde Aktiengesellschaft ("Linde AG", and together with its consolidated subsidiaries, the "Linde Group", "Group" or "Linde" or the "Company" or, in connection with Notes issued by Linde Finance B.V., the "Guarantor") with its registered office in Munich and Linde Finance B.V. ("Linde Finance") with its registered office in Amsterdam (each an "Issuer" and together the "Issuers") are solely responsible for the information given in this Prospectus and for the information which will be contained in the relevant final terms (the "Final Terms"). Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. This Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents incorporated herein by reference and, in relation to any Tranche of Notes, together with the relevant final terms. Each Issuer has confirmed to the dealers set forth in the section "Names and Addresses" and any additional dealer appointed from time to time under the Programme (each a "Dealer" and together the "Dealers") that this Prospectus contains all information with regard to the Issuers and the Notes which is material in the context of the Programme and the issue and offering of Notes thereunder, the information contained herein with respect to the Issuers and the Notes is accurate in all material respects and is not misleading, the opinions and intentions expressed therein with respect to the Issuers and the Notes are honestly held, there are no other facts with respect to the Issuers or the Notes the omission of which would make the Prospectus misleading in any material respect; and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained herein. NOTICE No person has been authorised to give any information which is not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by any Issuer or such other information as in the public domain and, if given or made, such information must not be relied upon as having been authorised by the Issuers, the Dealers or any of them. To the extend permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers, is responsible for the information contained in this Prospectus or any supplement thereof, or any Final Terms or any other document incorporated herein by reference, and accordingly, and none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. This Prospectus is valid for 12 months following the date of publication and this Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial situation of the Issuers since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Each of the Issuers has undertaken, in connection with the listing of the Notes on the official list of and the admission of the Notes to trading on the Regulated Market of the Luxembourg Stock Exchange, that if, while Notes of an Issuer are outstanding and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange, in the event of any significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus (or any of the documents incorporated by reference in this Prospectus) which is capable of affecting the assessment of the Notes such Issuer and/or Guarantor will prepare or procure the preparation of a supplement to this Prospectus or, as the case may be, publish a new Prospectus for use in connection with any subsequent issue by such Issuer of Notes to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange. Each of the Issuers will, at the specified offices of the Paying Agents, provide, free of charge, upon the oral or written request therefor, a copy of this Prospectus (or any document incorporated by reference in this Prospectus and, in particular, a copy of the most recently published audited annual financial statements of each of the Issuers and the Guarantor, and of any interim financial statements of the Guarantor). Written or oral requests for such 3 documents should be directed to the specified office of any Paying Agent or the specified office of the Listing Agent in Luxembourg. The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the United States of America, the European Economic Area, the United Kingdom and The Netherlands see "Subscription and Sale". In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U.S. persons. This Prospectus may be used for subsequent offers by the Dealers and/or further financial intermediaries only insofar if and for the period so specified in the Final Terms for the relevant Tranche of Notes. Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes issued under the Programme is entitled to use the Prospectus as set out in "Consent to the Use of the Prospectus" below. This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation.