Annual General Meeting 2013

Agenda to the Annual General Meeting

1. Presentation of the adopted annual financial statements of Linde Aktiengesellschaft and the approved consolidated financial statements for the year ended 31 December 2012, the management reports for Linde Aktiengesellschaft and the Group including the explanatory report on the information pursuant to section 289 para. 4 and section 315 para. 4 German Commercial Code as well as the Report of the Supervisory Board

2. Resolution on the appropriation of the balance sheet profit (dividend payment)

3. Resolution on the discharge of the actions of the Executive Board

4. Resolution on the discharge of the actions of the Supervisory Board

5. Resolution on the appointment of public auditors

6. Resolution on the cancellation of the Authorised Capital I pursuant to number 3.6 of the Articles of Association and creation of a new Authorised Capital I with the possibility to exclude the subscription right of shareholders and the corresponding amendment of the Articles of Association*

7. Resolution on the cancellation of an existing and granting of a new authorisation to issue convertible bonds and/or bonds with warrants with the possibility to exclude the subscription right of shareholders for these convertible bonds and/or bonds with warrants, the cancellation of the Conditional Capital 2010 and the creation of a new Conditional Capital 2013 and the corresponding amendment of the Articles of Association*

8. Resolution on the cancellation of the Conditional Capital 2002 pursuant to number 3.9 of the Articles of Association and corresponding amendment of the Articles of Association

9. New elections to the Supervisory Board and appointment of reserve members

10. Resolution on further amendments of the Articles of Association

    1. Resolution on the amendment of number 2.1 of the Articles of Association (Object of the Company)

    2. Resolution on the amendment of number 7.1 of the Articles of Association (Composition of the Superviosry Board)

    3. Resolution on the amendment of number 11 of the Articles of Association (Remuneration of the Supervisory Board)

    4. Resolution on the amendment of number 17.1 of the Articles of Association (Announcements of the Company)

* The subscription right of shareholders in the event of capital increases against cash contributions can be excluded if the issue price of the new shares is not significantly lower than their stock market price and the total of the shares issued in accordance with the provisions of § 186 para 3 sentence 4 German Stock Corporation Act (AktG) does, in total, not exceed ten percent of the share capital existing at the time of the utilisation of the authorisation. This limit includes shares issued or disposed of by direct or mutatis mutandis application of these provisions during the term of the authorisations under agenda items 6 and 7 until the time of its implementation. The limit also includes shares that were issued or are to be issued to service conversion or option rights granted in accordance with the above provision at the time of the implementation of the authorisations.
That means, the subscription right of shareholders in the event of capital increases against cash contributions under agenda items 6 and 7 can, in total, only be excluded up to a maximum amount of ten percent of the share capital.

Invitation to the Annual General Meeting

Invitation to the Annual General Meeting 2013 (PDF 769 KB)

Announcement of the invitation to the Annual General Meeting in the Federal Gazette (available in German only)

Articles of Association (PDF 97 KB)

As of the calling of the Annual General Meeting, the nominal capital of the Company amounts to EUR 474,176,962.56 and is divided into 185,225,376 ordinary bearer shares entitling the holder to participate in, and to vote at, general meetings. This total number of no-par-value bearer shares includes the 36,408 treasury shares held by the Company at the time of the calling of the Annual General Meeting from which the Company cannot derive any rights pursuant to section 71b AktG.