Linde plc (LIN)
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AGM 2020

Jul 27, 2020

Wolfgang Reitzle
Chairman of the Board of Directors, Linde plc

Ladies and gentlemen, good morning and welcome to Linde plc's annual general meeting of shareholders. I'm Wolfgang Reitzle, Chairman of the Board of Linde plc, and I will act as chairman of this meeting. I would now like to call the meeting to order. Due to safety and health concerns related to the COVID-19 pandemic, Linde, like many other companies, decided that it would be best to conduct this meeting primarily through an online virtual format, rather than in person in London, as we had originally planned when Linde first provided notice of the meeting in April. However, as required by Irish law, shareholders are also permitted to attend the meeting in person at Linde's Guildford, United Kingdom office and in Dublin, Ireland, subject to health and safety restrictions on attendance.

Linde notified shareholders of these annual meeting changes on July 6th, 2020, by press release, disclosure on our website, and in a filing with the U.S. Securities and Exchange Commission. I call your attention to the agenda and rules of procedure that can be found on the Linde Virtual Shareholder Meeting website, and that are also available at the Guildford, U.K., and Dublin, Ireland, locations. I would now like to introduce our board of directors, who are all participating through the virtual shareholder meeting format. Steve Angel, CEO of Linde plc. Ann-Kristin Achleitner, professor at the Technical University of Munich and member of several supervisory boards. Clemens Börsig, retired CFO and chairman of the supervisory board of Deutsche Bank.

Nance Dicciani, former president and CEO of Honeywell Specialty Materials. Tom Enders, former CEO of Airbus SE. Franz Fehrenbach, managing partner of Robert Bosch Industrietreuhand KG.

Ed Galante, former senior vice president of Exxon Mobil Corporation. Larry McVay, principal of Edgewater Energy, LLC, and former COO of TNK-BP Holding. Victoria Ossadnik, CEO of E.ON Energie Deutschland. Martin Richenhagen, chairman, president, and CEO of AGCO Corporation. Bob Wood, who is a partner in The McChrystal Group and the former chairman and CEO of Chemtura Corporation. Also participating is Guillermo Bichara, our general counsel. Linde distributed a notice of the meeting to the shareholders as required by law. The notice was accompanied by the proxy statement and distributed to shareholders of record as at close of business on April 27th, 2020. Participating in the virtual meeting today is Christopher Woods from American Election Services, who will act as the inspector of election. He also reported to me that a quorum is present.

Jeffrey Sorensen from PricewaterhouseCoopers, the company's independent auditor, is also participating in the virtual meeting today and will be available to answer any questions you may have about our financial statements. Linde's IFRS Irish financial statements for the 2019 financial year are presented at the meeting today. They are available on the Linde website and at the Guildford and Dublin locations. The auditor's report was signed by PricewaterhouseCoopers on April 30, 2020, was unqualified, and contains each of the opinions and confirmations required by Irish law. Now we will proceed with the items to be voted on today. Shareholders who have already voted by proxy need not cast ballots today unless they wish to change their vote.

As a reminder, shareholders attending the virtual meeting can vote their shares online from now until the closing of the polls by logging into the meeting website as a shareholder and clicking the Vote Here button on their screen. Shareholders attending in person in Guildford and in Dublin may also vote at the meeting by requesting a written ballot from a Linde representative. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required. We have five items of business today, as described in the proxy statement. After all the proposals have been presented, there will be an opportunity for questions or discussions. Shareholders joining the meeting website can submit questions by typing them into the text box on the meeting website until the end of the Q&A session.

Shareholders may now begin to submit questions or comments on any of the voting proposals that will be presented or submit other appropriate questions or comments through the virtual shareholder meeting website. We will respond to appropriate questions or comments in the Q&A session, subject to the rules of procedure. The polls are now open for voting. We will close the polls after the proposals have been presented and when we conclude the Q&A session. The first item of business is the election of directors. Each of the 12 director nominees has been nominated for election for a one-year term and until his or her successor is elected and qualified. The board's nominees for election as directors for terms expiring in 2021 are Drs. Reitzle, Achleitner, Börsig, Dicciani, Enders, Ossadnik, and Richenhagen. Messrs. Angel, Fehrenbach, Galante, McVay, and Wood.

All these nominees were named in the proxy statement and have indicated their willingness to serve if elected. I declare the nominees to be duly nominated and that nominations are now closed. The resolution for the second proposal is resolved that the appointment of PricewaterhouseCoopers as Linde plc's independent auditor is hereby ratified. The resolution for the third proposal is resolved that the board, acting through the audit committee, is authorized to determine PricewaterhouseCoopers remuneration. The resolution for the fourth proposal is resolved that the price range at which any treasury shares held by Linde plc may be reallocated, as disclosed in the company's proxy statement, is hereby approved.

The resolution for the fifth proposal is resolved that the shareholders of Linde plc approve, on an advisory and non-binding basis, the compensation of the company's named executive officers as disclosed in the company's proxy statement for the 2020 Annual General Meeting of Shareholders, including the compensation tables, the compensation discussion and analysis, and any related narrative disclosures. As there are no further items of official business on the agenda, and before we complete the voting, I will now be happy to take questions or comments. In order to accommodate the virtual aspect of this meeting, we will deal with all questions and discussions, including those not related to the proposals at this time. There will not be any further questions or discussion at the end of the meeting.

Shareholders joining the virtual meeting website can submit questions by typing them into the text box on the meeting website.

Shareholders attending in person in Guildford, U.K. and in Dublin, Ireland, may also submit questions using the virtual meeting website. Linde representatives at these locations will assist you in doing so. I now will hand over to Guillermo Bichara for the Q&A session. Guillermo, please.

Guillermo Bichara
General Counsel, Linde plc

Thank you, Mr. Chairman. We have our first question addressed to the CEO. The question reads as follows: To what extent has the merger between Linde and Praxair been implemented, and what remains to be done?

Steve Angel
CEO, Linde plc

Thank you for that question. I would say the integration is largely complete. The financial results that we delivered in 2019, and you'll hear more about Q2 later this week, are evidence of how well the team integrated two high-quality companies in a relatively short period of time. We identified a lot of best practices and processes between the two companies, and we've been adopting them across the board. If there's anything that remains to be done, I would say it's to make sure that all of those best practices and processes are adopted everywhere they can be and should be across the company. We conducted an employee engagement survey at the end of last year. We'll do that again towards the end of this year. We were quite pleased with the results across the board.

We held a global leadership conference in January before COVID, and you would not have been able to tell who was from what legacy company if you looked at that room. We still operate an integration committee today, of which I'm part of, and the management team, just to make sure that everything stays on track for our company. We're all quite pleased with where we are with respect to integration of two really great high-quality companies.

Guillermo Bichara
General Counsel, Linde plc

Thank you. Our next question is also addressed to our CEO, and the question is: Is it planned to extend the share buyback program beyond 2021, and what will be the conditions?

Steve Angel
CEO, Linde plc

In Europe, we're required to have a defined expiration date for a share buyback program, which will be early next year. Share buybacks are an integral part of our capital allocation policy. Just to remind the audience of what our priorities are with respect to capital allocation. First, we want to invest in all the good projects and opportunities in our core business. That's what's most exciting to the people in this company, and that's what has historically delivered the best returns for our shareholders. In connection with that, we certainly want to continue to increase the dividend every year. We've done that for 27 straight years. We don't see that changing. We want to maintain a single A credit rating. We think that that's the appropriate credit rating for our company.

What's left over after that capital allocation, after you go through those set of priorities, that remaining cash, we would then allocate to share repurchases. That's our capital allocation policy. We will review our capital outlook with the board early next year. At that time, we'll make the appropriate decision.

Guillermo Bichara
General Counsel, Linde plc

Excellent. Thank you very much. Our next question is addressed to our chairman. Mr. Reitzle, what do you intend to do to improve corporate governance at Linde?

Wolfgang Reitzle
Chairman of the Board of Directors, Linde plc

Well, this is a permanent process where we follow latest best practices. This relates, let's say, starting with and relates to compensation scheme of our executives. It's the compensation of the board, reflecting the diversity in this context means not only looking at the representation of women in the different levels of the organization, but also reflecting our global business footprint, which means have people and top executives from all around the world where we are doing business also represented in our management team. This is, in today's world, more and more the social responsibility and sustainability, which has, in our company, a very high priority. I think with that, I want to leave it. I think you can be sure that we are watching carefully what's going on here in changes, what's required in Europe, what's required in U.S. and globally.

I think it's the ambition of our company to be here also leading not only in our technology.

Guillermo Bichara
General Counsel, Linde plc

Thank you, Mr. Chairman. Our next question comes from Daniela Bergdolt from DSW, and the question is addressed to our CEO. Linde already makes $2 billion sales with hydrogen. The plan is to quadruple the business. How do you intend to drive this business forward?

Steve Angel
CEO, Linde plc

Thank you for that question. That's a great question. Decarbonization, clean energy is the most exciting opportunity that we've seen at this company in our industry for decades, and we're all very excited about it at Linde. There are lots of announcements that have come out from countries around the world recently in the last couple of months, so certainly the momentum towards decarbonization, clean energy, clean hydrogen is growing worldwide. We did launch a focused organization, a clean energy organization, about two months ago. I'm on the Hydrogen Council. We have other members. I'm on the board of the Hydrogen Council. We have other members of our management team that sit on other alliances, councils, and boards as well. What we're doing is we've been investing in new technology. We've been ramping up resources in country to make sure that we are close to how each market develops.

You need to bear in mind that each country is going to take somewhat of a different approach. The overall objective is to move away from hydrocarbons, more towards the aspirations of the Paris Climate Accord. They'll each evolve differently. For that reason, it's very important to have the right resources in country, which we do. We're able to leverage on that and build on that. For example, if I look at the list of project opportunities around the world, they're in some 16 different countries. This isn't focused on any one country. It's a very exciting opportunity. If you look at kind of what some of the differences are with respect to decarbonization opportunity, you hear a lot about hydrogen for mobility, clean hydrogen for industry, carbon capture, utilization and sequestration, using hydrogen to make renewable fuels.

There's a lot of different areas within this whole decarbonization trend that we're going to be able to play. The market's going to take some time to develop. I wish it was right now so we could get all of those benefits, but you have to bear in mind that a lot of these details need to be understood with respect to some of these regulations and funding mechanisms and subsidies and mandates and so forth around the world. With respect to mobility, it's a bit of chicken or the egg. Certainly, you need the hydrogen infrastructure to be able to fuel the vehicles, but at the same time, these vehicles need to be developed. They need to be accelerated around the world, so we can have both the infrastructure and the vehicles available for fueling. Lastly, I'll just say costs need to come down.

It's like the solar industry, the wind industry, when they were first announced, they were very high cost. Over time, with government assistance, with industry focus, with really the will collectively to make those part of our energy mix, those costs did come down. I expect the same thing to happen with respect to hydrogen. That is some work that needs to be done to bring costs down across the system so that we will be competitive, not only with other alternative low-carbon solutions, but also traditional hydrocarbons. That really is the objective, and we're all very excited about it here at Linde.

Guillermo Bichara
General Counsel, Linde plc

Thank you. Mr. Chairman, with that, in accordance with our rules of procedure, there are no more questions at this time, we may proceed.

Wolfgang Reitzle
Chairman of the Board of Directors, Linde plc

Okay, thanks, Guillermo. There are no questions, I declare that the polls are now closed. I have been informed that the Inspector of Elections has presented the preliminary voting results, which are as follows. Each of the nominees for election to the Board of Directors received a substantial majority of the votes cast for his or her election. On the proposal to ratify the appointment of PricewaterhouseCoopers as the independent auditor, a substantial majority of the votes cast were for the resolution. On the proposal to authorize the Board acting through the Audit Committee to determine PricewaterhouseCoopers' remuneration, a substantial majority of the votes cast were for the resolution.

On the proposal to determine the price range, on the proposal to approve on an advisory and non-binding basis the compensation of the company's Named Executive Officers, a substantial majority of the votes cast were for the resolution.

I therefore declare that each of the nominees for election as a director has been elected. The ratification on an advisory and non-binding basis of the appointment of PricewaterhouseCoopers as the company's independent auditors has been approved. The authorization of the board acting through the audit committee to determine PricewaterhouseCoopers' remuneration is approved. The determination of the price range at which the company can reallot shares it acquires as treasury shares, as disclosed in the 2020 proxy statement, is approved. The proposal to approve the compensation of the company's named executive officers has been approved on an advisory and non-binding basis. By this, we have reached the end of the business set forth in the notice of meeting, and I therefore declare the meeting closed and adjourned. This concludes our meeting. Thank you and goodbye. Have a nice day.