9 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Certain information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance and Board Matters - Director Nominees" and “Corporate Governance And Board Matters - "Delinquent Section 16 (a) Reports" in Linde’s Proxy Statement to be filed by April 30, 2023 for the Annual General Meeting.
+Added: Certain information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance and Board Matters - Director Nominees" and “Corporate Governance And Board Matters - "Delinquent Section 16 (a) Reports" in Linde’s Proxy Statement.
Identification of the Audit Committee
3 unchanged sentences
Thomas Enders, Dr.
−Removed: Victoria Ossadnik and Alberto Weisser and each member is independent within the meaning of the independence standards adopted by the Board of Directors and those of the New York Stock Exchange.
+Added: Victoria Ossadnik and Alberto Weisser and each member is independent within the meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq.
Audit Committee Financial Expert
−Removed: The Linde Board of Directors has determined that Alberto Weisser satisfy the criteria adopted by the SEC to serve as an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act and is independent within the meaning of the independence standards adopted by the Board of Directors and those of the New York Stock Exchange.
+Added: The Linde Board of Directors has determined that Alberto Weisser satisfy the criteria adopted by the SEC to serve as an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act and is independent within the meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq.
Code of Ethics
3 unchanged sentences
EXECUTIVE COMPENSATION
−Removed: Information required by this item is incorporated herein by reference to the sections captioned “Executive Compensation Matters” and “Corporate Governance and Board Matters - Director Compensation” in Linde’s Proxy Statement to be filed by April 30, 2023 for the Annual General Meeting.
+Added: Information required by this item is incorporated herein by reference to the sections captioned “Executive Compensation Matters” and “Corporate Governance and Board Matters - Director Compensation” in Linde’s Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
19 unchanged sentences
(2) This amount reflects shares available for future issuances pursuant to the 2021 Linde plc Long Term Incentive Plan that was approved by shareholders on July 26, 2021.
−Removed: Certain information required by this item regarding the beneficial ownership of the company’s ordinary shares is incorporated herein by reference to the section captioned “Information on Share Ownership” i n Linde’s Proxy Statement to be filed by April 30, 2023 for the Annual General Meeting.
+Added: Certain information required by this item regarding the beneficial ownership of the company’s ordinary shares is incorporated herein by reference to the section captioned “Information on Share Ownership” i n Linde’s Proxy Statement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
−Removed: Information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance And Board Matters – Review, Approval or Ratification of Transactions with Related Persons,” “Corporate Governance And Board Matters – Certain Relationships and Transactions,” and “Corporate Governance And Board Matters – Director Independence” in Linde’s Proxy Statement to be filed by April 30, 2023 for the Annual General Meeting.
+Added: Information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance And Board Matters – Review, Approval or Ratification of Transactions with Related Persons,” “Corporate Governance And Board Matters – Certain Relationships and Transactions,” and “Corporate Governance And Board Matters – Director Independence” in Linde’s Proxy Statement.
PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: Information required by this item is incorporated herein by reference to the section captioned “Audit Matters” in Linde’s Proxy Statement to be filed by April 30, 2023 for the Annual General Meeting.
+Added: Information required by this item is incorporated herein by reference to the section captioned “Audit Matters” in Linde’s Proxy Statement.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
27 unchanged sentences
1-11037, and is incorporated hereby by reference).
−Removed: 3.01 Amended and Restated Public Limited Company Constitution of Linde plc (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 31, 2018, File No.
−Removed: 333-218485, and incorporated herein by reference).
−Removed: 4.01 Description of Linde plc Ordinary Shares (Filed as Exhibit 4.01 to Linde plc's 2019 Annual Report on Form 10-K, Filing No.
+Added: 3.01 Amended and Restated Public Limited Company Constitution of Linde plc (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No.
001-38730, and incorporated herein by reference).
+Added: 4.01 Description of Linde plc Shares (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-38730) filed on March 1, 2023).
4.02 Indenture, dated as of July 15, 1992, between Praxair, Inc.
4 unchanged sentences
333-204093, and is incorporated herein by reference.)
+Added: 4.04 Form of Indenture for Debt Securities between Linde plc, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.2 to the Linde plc Form S-3 dated May 3, 2023, Filing No.
+Added: 001-38730, and incorporated herein by reference).
+Added: 4.05 Form of Indenture for Debt Securities between Linde Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.3 to the Linde plc Form S-3 dated May 3, 2023, Filing No.001-38730, and incorporated herein by reference).
+Added: 4.06 Form of Indenture for Debt Securities between Linde Finance B.V., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.4 to the Linde plc Form S-3 dated May 3, 2023, Filing No.
+Added: 001-38730, and incorporated herein by reference).
+Added: 4.07 Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
+Added: Bank National Association), as trustee, to that certain indenture, dated as of July 15, 1992, by and among Linde Inc.
+Added: Bank National Association, as trustee (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No.
+Added: 001-38730, and incorporated herein by reference).
+Added: 4.08 Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
+Added: Bank National Association), as trustee, to that certain indenture, dated as of August 10, 2020, by and among Linde Inc., the Predecessor and U.S.
+Added: Bank National Association, as trustee(Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No.
+Added: 001-38730, and incorporated herein by reference).
4.09 Supplemental Indenture, dated as of September 3, 2019, among Linde plc, Praxair, Inc., Linde AG and U.S.
2 unchanged sentences
4.10 Guarantee and Negative Pledge of Linde plc dated May 11, 2020 (Filed as Exhibit 4.3 to the Linde plc Form 8-K dated May 26, 2020, Filing No.1-38730, and is incorporated herein by reference).
−Removed: 4.06 Upstream Guarantee to Linde plc provided by Linde GmbH dated May 11, 2020 (Filed as Exhibit 4.4 to the Linde plc Form 8-K dated May 26, 2020, Filing No.1-38730, and incorporated herein by reference).
−Removed: 4.07 Upstream Guarantee to Linde plc provided by Praxair, Inc.
−Removed: dated May 11, 2020 (Filed as Exhibit 4.5 to the Linde plc Form 8-K dated May 26, 2020, Filing No.1-38730, and incorporated herein by reference).
+Added: 4.11 Upstream Guarantee to Linde plc provided by Linde GmbH dated May 11, 2020 (filed as Exhibit 4.4 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No.
+Added: 001-38730, and is incorporated hereby by reference)
+Added: 4.12 Upstream Guarantee to Linde plc provided by Linde Inc.
+Added: dated May 11, 2020 (filed as Exhibit 4.5 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No.
+Added: 001-38730, and is incorporated hereby by reference)
+Added: 4.13 Amended and Restated Fiscal Agency Agreement, dated May 4, 2023, among Linde plc, as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K, dated June 12, 2023, Filing No.
+Added: 1-38730, and incorporated herein by reference.)
4.14 Fiscal Agency Agreement, dated May 11, 2020, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K dated May 26.
10 unchanged sentences
1-38730, and incorporated herein by reference)
−Removed: 10.02 364-Day Credit Agreement, dated as of December 7, 2022, among Linde plc, certain of its subsidiaries parties thereto as borrowers, the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit 10.2 to Linde plc's current report on Form 8-K, dated December 8, 2022, Filing No.
+Added: 10.02 364-Day Credit Agreement, dated as of December 6, 2023, among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit 10.1 to Linde plc's current report on Form 8-K, dated December 6, 2023, Filing No.
1-38730, and incorporated herein by reference)
121 unchanged sentences
32.02 Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act).
+Added: 97.1 Linde plc Executive Clawback Policy adopted by the Board of Directors of Linde plc on October 23, 2023.
101.INS XBRL Instance Document:
13 unchanged sentences
February 28, 2024
−Removed: /s/ K ELCEY E .
+Added: /s/ KELCEY E.
Chief Accounting Officer
9 unchanged sentences
/s/ JOSEF KAESER /s/ DR.
−Removed: VICTORIA OSSADNIK /s/ EDWARD G.
+Added: VICTORIA OSSADNIK /s/ ALBERTO WEISSER
Victoria Ossadnik
−Removed: /s/ ALBERTO WEISSER /s/ PROF.
−Removed: RICHENHAGEN /s/ HUGH GRANT
Alberto Weisser
+Added: RICHENHAGEN /s/ HUGH GRANT
Martin Richenhagen
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.