Expert Corporate Governance Service (ECGS)
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Linde, 26 July 2019

The Company was formed in October 2018 by the merger of Linde AG of Germany and Praxair of the United States through an all-stock merger transaction. The new holding company is listed on both the New York Stock Exchange, Frankfurt Stock Exchange and the London Stock Exchange. The new holding company is incorporated in Ireland while its principal governance activities, including board meetings, will primarily be based in the UK.

 Items 1a - 1l: Re-elect the Board of Directors The Board of the company is currently comprised of twelve directors, six of whom are former Praxair directors, including Steve Angel who is also the CEO, and six of whom are former Linde AG Supervisory Board members, including Wolfgang Reitzle, who is Chairman of the Board. The Chairman of the Supervisory Board of Linde AG, Wolfgang Reitzle, became Chairman of the new companyns Board. Under the Companyns Constitution, until 31 October 2021 (three years after the Praxair-Linde AG business combination closing), the Company must nominate each of the Linde AG directors and Praxair directors for re-appointment to the Board at each AGM as required to ensure that each of them serve on the Board through to at least 31 October 2021. There is insufficient independent representation (42%) on the board of directors due to the directors tenure of service on the previous boards. We have recommended opposition to many of the directors for this reason, among other concerns

Item 2a: Appoint the auditorsThe auditor's tenure exceeds our tenure limit of 10 years. PricewaterhouseCoopers LLP served as Linde plcns independent auditor in 2017 and 2018 (prior to the closing of the Praxair-Linde AG Business Combination). They have served as the independent auditor of Praxair since 1992. For this reason, we recommend shareholders oppose.

Item 4: Approve the Remuneration Report The remuneration structure is unsatisfactory. The bonus, benefits and potential incentive pay are all grossly excessive. The use of qualitative criteria for the bonus exceeds guidelines and the LTI awards made during the year did not have performance conditions. In addition, performance conditions will only apply to one of the company's three LTI plans for the coming year. In 2018, the CEO received options with no performance conditions amounting to 3,980.87% of base salary. Including this, total variable remuneration was 1132%, which is especially concerning given that the CEO's base salary ($1,381,250) is very high. Finally, the Company has not disclosed the remuneration policy nor given shareholders a vote on it in the current year. We recommend shareholders oppose.


Linde (Berlin)


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