Obligation Linde Group 1% ( XS2391865305 ) en EUR

Linde Group

100 % ▲

Irlande

XS2391865305 ( en EUR )

1% par an ( paiement annuel )

30/09/2051 - Obligation échue

Prospectus brochure de l'obligation Linde plc XS2391865305 en EUR 1%, échue

100 000 EUR

700 000 000 EUR

Linde plc est une société multinationale britannique spécialisée dans les gaz industriels et les technologies associées, proposant des solutions pour une variété d'industries.

L'Obligation émise par Linde Group ( Irlande ) , en EUR, avec le code ISIN XS2391865305, paye un coupon de 1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/09/2051

Base Prospectus dated 3 August 2021
This document constitutes two base prospectuses for the purposes of Part IV of the Luxembourg Law of 16 July 2019 on Prospectuses for Securities
(the "Prospectus Act") (i) the base prospectus of Linde plc, Dublin, Ireland in respect of debt securities and (ii) the base prospectus of Linde
Finance B.V., Amsterdam, the Netherlands in respect of debt securities.

Linde plc
(incorporated in Ireland as a public limited company)
as Issuer
and, in respect of Notes issued by Linde Finance B.V., as Guarantor
Linde Finance B.V.
(incorporated in The Netherlands as a private company with limited liability)
as Issuer
EUR 10,000,000,000 Debt Issuance Programme

Under a debt issuance programme (the "Programme") established by Linde plc and Linde Finance B.V. (each an "Issuer" and together the
"Issuers"), each of the Issuers may, subject to compliance with all relevant laws, regulations and directives, from time to time issue unsubordinated
bearer notes in a minimum denomination of EUR 100,000 per Note (together the "Notes"). The payments of all amounts due in respect of Notes
issued by Linde Finance B.V. will be unconditionally and irrevocably guaranteed by Linde plc (in such capacity, the "Guarantor"). The aggregate
principal amount of Notes issued under the Programme outstanding will not at any time exceed EUR 10,000,000,000 (or the equivalent in other
currencies).
The principal amount of the Notes, the issue currency, the interest payable in respect of the Notes, the issue prices and maturities of the Notes and
all other terms and conditions which are applicable to a particular Series and, if applicable, Tranche of Notes (each term as defined below, see
"General description of the Programme") will be set out in the document containing the final terms (each "Final Terms") of such Series or Tranche
of Notes.
This base prospectus (the "Base Prospectus") does not constitute a prospectus within the meaning of Regulation (EU) No 1129/2017 of the European
Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). Neither the Luxembourg Financial Supervisory
Authority, the Commission de Surveillance du Secteur Financier, nor any other "competent authority" (as defined in the Prospectus Regulation) has
approved this Base Prospectus or reviewed information contained in this Base Prospectus.
This Base Prospectus constitutes a prospectus for the purpose of the Prospectus Act. Application has been made for admission of the Notes issued
under the Programme to the official list (the "Official List") of the Luxembourg Stock Exchange and for trading on the Euro MTF market operated
by the Luxembourg Stock Exchange (the "Euro MTF market"), which is a multilateral trading facility for the purposes of the Market and the
Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"), and therefore a non-EU-regulated market. However, Notes issued under
the Programme may also be listed on or any other stock exchange (subject to applicable law) or may be unlisted.
This Base Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer or
solicitation is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and subject to
certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and that they
consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. Investing in the Notes involves
certain risks. Please review the section entitled "Risk Factors" beginning on page 9 of this Base Prospectus.
Arranger
Deutsche Bank

Dealers
BofA Securities
Citigroup
Commerzbank
Credit Suisse

Deutsche Bank
HSBC
J.P. Morgan
Mizuho Securities

UniCredit
Wells Fargo Securities

RESPONSIBILITY STATEMENT
Linde plc (together with its consolidated subsidiaries, the "Group" or "Linde" or, in connection with Notes issued by Linde
Finance B.V., the "Guarantor") with its registered office in Dublin, Ireland and Linde Finance B.V. ("Linde Finance") with
its registered office in Amsterdam, The Netherlands (each an "Issuer" and together the "Issuers") accept responsibility for the
information contained in and incorporated by reference into this Base Prospectus and for the information which will be
contained in the Final Terms.
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, to the best of its knowledge
the information contained in this Base Prospectus for which it is responsible is in accordance with the facts and that this Base
Prospectus makes no omission likely to affect its import.
NOTICE
This Base Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents
incorporated herein by reference (see "Documents Incorporated by Reference" below). Full information on the Issuers and any
Tranche of Notes is only available on the basis of the combination of the Base Prospectus, any supplement thereto, and the
relevant Final Terms.
No person has been authorised to give any information or to make any representation other than those contained in this Base
Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not
be relied upon as having been authorised by the Issuers or the Arranger or any Dealer (as defined in "General Description of
the Programme").
Neither the Arranger nor any Dealer nor any other person mentioned in this Base Prospectus, excluding the Issuers, is
responsible for the information contained in this Base Prospectus or any supplement thereof, or any Final Terms or any other
document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained
in any of these documents.
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create
any implication that there has been no change in the affairs of the Issuers since the date hereof or the date upon which this
Base Prospectus has been most recently supplemented or that there has been no adverse change in the financial position of the
Issuers since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that any
other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus, any supplement thereto, and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuers, the Arranger
and the Dealers to inform themselves about and to observe any such restriction.
The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes
will be issued in bearer form and are subject to certain U.S. tax law requirements. Subject to certain exceptions, Notes may
not be offered, sold or delivered within the United States or to, or for the account or benefit of, any U.S. person. The term
"U.S. person" has the meaning ascribed to it in Regulation S under the Securities Act ("Regulation S") and the U.S. Internal
Revenue Code of 1986, as amended (the "Code") and regulations thereunder. The Notes are being offered and sold outside
the United States to non-U.S. persons pursuant to Regulation S and may not be legally or beneficially owned at any time by
any U.S. person. For a description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus,
see "Subscription and Sale - Selling Restrictions".
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms may 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.
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms constitute an offer or an invitation to subscribe
for or purchase any Notes and should not be considered as a recommendation by the Issuers or any Dealer that any recipient
of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus
or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of
the Issuers.
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The language of the Base Prospectus except for the form of terms and conditions of the Notes is English. The binding language
of the terms and conditions of each Series of Notes will be specified in the respective Final Terms. In respect of the Guarantee,
the German language version is always controlling and legally binding as to form and content, and all rights and obligations
of the Holders and the Guarantor thereunder.
The information on any website referred to in this Base Prospectus does not form part of the Base Prospectus and has not been
scrutinized or approved by the Luxembourg Stock Exchange unless that information is incorporated by reference into the Base
Prospectus.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "Distributor") should take into consideration the target market
assessment; however, a Distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules
under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is
a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates
will be a manufacturer for the purpose of the MiFID Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline
the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
Distributor should take into consideration the target market assessment; however, a Distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance
Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor
the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance
Rules.
PRIIPS REGULATION / EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning
of Directive 2016/97/EU as amended (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, where such a Prohibition of Sales to
EEA Retail Investors is included in the Final Terms, no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling such Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS REGULATION / UK RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the United Kingdom ("UK"). For the purposes of this provision the expression "retail investor" means
a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules
or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA. Consequently, where such a Prohibition of Sales to UK Retail Investors is included in the Final Terms,
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no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF
SINGAPORE (THE "SFA")
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall
be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018)
and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors,
as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are
permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to,
the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada
may provide a purchaser with remedies for rescission or damages if this Base Prospectus (including any supplement hereto
and/or any Final Terms) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor. If applicable, pursuant to section 3A.3 of National Instrument 33-
105 Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure requirements of NI 33-
105 regarding underwriter conflicts of interest in connection with an offering of Notes.
BENCHMARK REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION
Interest amounts payable under floating rate notes issued under this Programme are calculated by reference to EURIBOR
(Euro Interbank Offered Rate) which is provided by the European Money Markets Institute (EMMI). As at the date of this
Base Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority (ESMA) pursuant to Article 36 of Regulation (EU) 2016/1011 of the European Parliament
and of the Council of 8 June 2016, as amended (the "Benchmark Regulation").
STABILISATION
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named as stabilising
manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilising manager) may over-allot Notes or effect
transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must
end no later than the earlier of 30 days after the Issue Date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
stabilising manager(s) (or person(s) acting on behalf of any stabilising manager(s)) in accordance with all applicable laws and
rules.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts not yet
determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms
and phrases, including references and assumptions. This applies, in particular, to statements in this Base Prospectus containing
information on future earning capacity, plans and expectations regarding the Group's business and management, its growth
and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Base Prospectus are based on current estimates and assumptions that the Issuers make to
the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results, including the Group's financial condition and results of operations, to differ materially from
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and be worse than results that have expressly or implicitly been assumed or described in these forward-looking statements.
The Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking statement,
estimate or prediction in this Base Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the
following sections of this Base Prospectus: "Risk Factors" and "Description of Linde plc and the Group". These sections
include more detailed descriptions of factors that might have an impact on the Group's business and the markets in which it
operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus may not occur. In addition,
neither the Issuers nor the Dealers assume any obligation, except as required by law, to update any forward-looking statement
or to conform these forward-looking statements to actual events or developments.
NON-GAAP FINANCIAL MEASURES
Certain information in this Base Prospectus and financial measures presented in the documents incorporated by reference are
not recognised financial measures under International Financial Reporting Standards as adopted by the European Union
("IFRS") or United States Generally Accepted Accounting Principles ("U.S. GAAP") ("Non-GAAP Financial Measures")
and may therefore not be considered as an alternative to the financial measures defined in the accounting standards in
accordance with generally accepted accounting principles. The Non-GAAP Financial Measures are intended to supplement
investors' understanding of the Groups financial information by providing measures which investors, financial analysts and
management use to help evaluate the Group's financial leverage and operating performance. Special items which the Issuers
do not believe to be indicative of on-going business performance are excluded from these calculations so that investors can
better evaluate and analyse historical and future business trends on a consistent basis. Definitions of these Non-GAAP
Financial Measures may not be comparable to similar definitions used by other companies and are not a substitute for similar
measures according to IFRS or U.S. GAAP.

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TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................................. 7
RISK FACTORS ....................................................................................................................................................................... 9
ISSUE PROCEDURES ........................................................................................................................................................... 19
TERMS AND CONDITIONS OF THE NOTES ..................................................................................................................... 20
FORM OF GUARANTEE ....................................................................................................................................................... 93
FORM OF FINAL TERMS ..................................................................................................................................................... 97
DESCRIPTION OF LINDE PLC AND THE GROUP .......................................................................................................... 116
DESCRIPTION OF LINDE FINANCE ................................................................................................................................ 127
USE OF PROCEEDS ............................................................................................................................................................ 130
TAXATION WARNING ...................................................................................................................................................... 131
SUBSCRIPTION AND SALE .............................................................................................................................................. 132
GENERAL INFORMATION ................................................................................................................................................ 136
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................................... 138
NAMES AND ADDRESSES ................................................................................................................................................ 140

6

GENERAL DESCRIPTION OF THE PROGRAMME
General
Under the Programme, Linde plc and Linde Finance, subject to compliance with all relevant laws, regulations and directives,
may from time to time issue notes (the "Notes") to one or more of the following dealers: BofA Securities Europe SA, Citigroup
Global Markets Europe AG, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Credit Suisse Bank
(Europe) S.A., Deutsche Bank Aktiengesellschaft, HSBC Bank plc, J.P. Morgan AG, Mizuho Securities Europe GmbH,
UniCredit Bank AG, Wells Fargo Securities Europe S.A., Wells Fargo Securities International Limited and any additional
dealer appointed under the Programme from time to time by the Issuer(s) which appointment may be for a specific issue or on
an ongoing basis (together, the "Dealers").
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger").
Deutsche Bank Aktiengesellschaft will also act as fiscal agent (the "Fiscal Agent") and paying agent (the "Paying Agent").
Deutsche Bank Luxembourg S.A. will act as Luxemburg listing agent (the "Luxembourg Listing Agent").
The aggregate principal amount of the Notes outstanding at any one time under the Programme will not exceed
EUR 10,000,000,000 (or its equivalent in any other currency) (the "Programme Amount"). The Issuers may increase the
Programme Amount in accordance with the terms of the Dealer Agreement (as defined herein) from time to time.
The minimum denomination of the Notes will be, if in euro, EUR 100,000, and, if in any currency other than euro, an amount
in such other currency at least equivalent to EUR 100,000 at the time of the issue of Notes.
Prospectus
Notes issued under the Programme may be issued either: (1) in relation to Notes admitted to trading on the Euro MTF market
pursuant to this Base Prospectus as completed by the relevant Final Terms; or (2) in relation to Notes not admitted to trading
on the Euro MTF market, in such form as agreed between the relevant Issuer, the relevant Dealer(s) and, if relevant for the
Fiscal Agent, the Fiscal Agent.
Issues of Notes
Notes may be issued on a continuing basis to one or more of the Dealers.
The Notes issued under this Base Prospectus will be issued as fixed rate (the "Fixed Rate Notes"), non-interest bearing (the
"non-interest-bearing Notes"), zero-coupon (the "Zero-Coupon Notes") or floating rate (the "Floating Rate Notes") notes.
The Notes issued by Linde Finance will have the benefit of a guarantee given by the Guarantor dated May 2020 (the
"Programme Guarantee"). The Programme Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation
of the Guarantor ranking pari passu with all other unsecured and unsubordinated obligations of the Guarantor. The Programme
Guarantee will be governed by German law.
Notes will be issued in tranches ("Tranches"), each Tranche in itself consisting of Notes, which are identical in all respects.
One or more Tranches, which are expressed to be consolidated and forming a single series and identical in all respects, but
having different issue dates, interest commencement dates, issue prices and dates for first interest payments may form a series
("Series") of Notes. Further Notes may be issued as part of existing Series.
Notes of any Tranche may be issued at a price (the "Issue Price") equal to their principal amount or at a discount or premium
to their principal amount. The Issue Price for the Notes of any Tranche issued on a syndicated basis will be determined at the
time of pricing on the basis of a yield which will be determined on the basis of the orders of the investors which are received
by the Dealers during the placement of such Notes. Orders will specify a minimum yield and may only be confirmed at or
above such yield. The resulting yield will be used to determine the Issue Price.
Subject to any applicable legal or regulatory restrictions, and requirements of relevant central banks, Notes may be issued in
euro or any other currency.
Notes will be issued with such maturities as may be agreed between the relevant Issuer and the relevant Dealer(s), subject to
such minimum or maximum maturities as may be allowed or required from time to time by any laws, regulations and directives
applicable to the relevant Issuer or the relevant currency. However, Notes will be issued with a minimum maturity of twelve
months or more.
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The principal amount of the Notes, the currency, the interest payable in respect of the Notes, if any, the Issue Price and
maturities of the Notes which are applicable to a particular Series and, if applicable, Tranche will be set out in the relevant
Final Terms.
The yield for Notes with fixed interest rates or zero-coupon will be calculated by the use of the International Capital Market
Association ("ICMA") method, which determines the effective interest rate of notes taking into account accrued interest on a
daily basis.
Each Tranche of Notes will be represented on issue by a temporary global note (each a "Temporary Global Note"). Interests
in a Temporary Global Note will be exchangeable, in whole or in part, for interest in a permanent global note (each a
"Permanent Global Note") on or after the date 40 days after the later of the commencement of the offering and the relevant
issue date (the "Exchange Date"), upon certification as to non-U.S. beneficial ownership.
The Notes will be freely transferable in accordance with the rules and regulations of the relevant Clearing System.
Distribution of Notes
Notes may be distributed on a syndicated or non-syndicated basis. The Notes will be offered to qualified investors (as defined
in the Prospectus Regulation) only.
The offer and distribution of any Notes of any Tranche will be subject to selling restrictions, including those for the United
States, the European Economic Area and the United Kingdom. See "Subscription and Sale" below.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" and/or "UK MiFIR
Product Governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to MiFID II and/or
the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
Listing of Notes
Application has been made for admission of the Notes issued under the Programme to the Official List of the Luxembourg
Stock Exchange and for trading on the Euro MTF market operated by the Luxembourg Stock Exchange, which is a multilateral
trading facility for the purposes of MiFID II, and therefore a non-EU-regulated market. However, Notes issued under the
Programme may also be listed on or any other stock exchange (subject to applicable law) or may be unlisted.
Notes issued under the Programme will not be listed on any EU-regulated market.
8

RISK FACTORS
Before deciding to purchase Notes issued under the Programme, investors should carefully review and consider the following
risk factors and the other information contained in this Base Prospectus. Should one or more of the risks described below
materialize, this may have a material adverse effect on the business, prospects, shareholders' equity, assets, financial position
and results of operations (Vermögens-, Finanz- und Ertragslage) or general affairs of Linde plc, Linde Finance B.V. or the
Group. Moreover, if any of these risks occur, the market value of Notes issued under the Programme and the likelihood that
the relevant Issuer or the Guarantor, if applicable, will be in a position to fulfil its respective payment obligations under Notes
issued under the Programme may decrease, in which case the holders of Notes (the "Holders") issued under the Programme
could lose all or part of their investments. Factors which the Issuers believe may be material for the purpose of assessing the
risks associated with Notes issued under the Programme are also described below.
The Issuers believe that the factors described below represent the principal risks inherent in investing in Notes issued under
the Programme, but the Issuers may be unable to pay interest, principal or other amounts on or in connection with Notes
issued under the Programme for other unknown reasons than those described below. Additional risks of which the Issuers are
not presently aware could also affect the business operations of Linde plc, Linde Finance B.V. or the Group and have a
material adverse effect on their business activities, financial condition and results of operations. Prospective investors should
read the detailed information set out elsewhere in this Base Prospectus (including any documents incorporated by reference
herein) and reach their own views prior to making any investment decision.
Words and expressions defined in the Terms and Conditions shall have the same meanings in this section.
RISK FACTORS RELATING TO LINDE PLC AS ISSUER AND GUARANTOR
The recent novel coronavirus (COVID-19) outbreak could materially adversely affect the financial condition and results
of operations of Linde
The novel strain of the coronavirus identified in China in late 2019 has globally spread and has resulted in authorities
implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place
orders, and shutdowns. These measures have impacted and may further impact the workforce and operations of Linde and the
operations of its customers, vendors and suppliers. There is considerable uncertainty regarding such measures and potential
future measures, and restrictions on the access to Linde's manufacturing facilities or on its support operations or workforce,
or similar limitations for Linde's vendors and suppliers, and restrictions or disruptions of transportation, such as reduced
availability of air transport, port closures, and increased border controls or closures, could limit the Group's capacity to meet
customer demand and have a material adverse effect on its results of operations. These restrictions and disruptions could affect
Linde's performance on its contracts. Resulting cost increases may not be fully recoverable or adequately covered by insurance,
which could impact the profitability of the Group.
Furthermore, COVID-19 has impacted and may further impact the broader economies of affected countries, including
negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange
rates, and interest rates. Risks related to economic conditions are described in the risk factors titled "Weakening economic
conditions in markets in which Linde does business may adversely impact its financial results and/or cash flows" and
"Macroeconomic factors may impact Linde's ability to obtain financing or increase the cost of obtaining financing which may
adversely impact Linde's financial results and/or cash flows" below.
Weakening economic conditions in markets in which Linde does business may adversely impact its financial results
and/or cash flows.
Linde serves a diverse group of industries across more than 100 countries, which generally leads to financial stability through
various business cycles. However, a broad decline in general economic or business conditions in the industries served by its
customers could adversely affect the demand for Linde's products and impair the ability of its customers to satisfy their
obligations to Linde, resulting in uncollected receivables and/or unanticipated contract terminations or project delays. For
example, global political and economic uncertainty could reduce investment activities of Linde's customers, which could
adversely affect Linde's business.
In addition, many of Linde's customers are in businesses that are cyclical in nature, such as the chemicals, metals and energy
industries. Downturns in these industries may adversely impact Linde during these cycles. Additionally, such conditions could
impact the utilization of Linde's manufacturing capacity which may require it to recognize impairment losses on tangible assets
such as property, plant and equipment, as well as intangible assets such as goodwill, customer relationships or intellectual
property.
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All these factors individually or in combination with others could have a material adverse effect on the Group's financial
results and/or cash flows, which in turn could have a material adverse effect on its net assets and financial position.
Increases in the cost of energy and raw materials and/or disruption in the supply of these materials could result in lost
sales or reduced profitability.
Energy is the single largest cost item in the production and distribution of industrial gases. Most of Linde's energy requirements
are in the form of electricity, natural gas and diesel fuel for distribution. Linde attempts to minimize the financial impact of
variability in these costs through the management of customer contracts and reducing demand through operational productivity
and energy efficiency. Large customer contracts typically have escalation and pass-through clauses to recover energy and
feedstock costs. Such attempts may not successfully mitigate cost variability, which could negatively impact Linde's financial
condition or results of operations. The supply of energy has not been a significant issue in the geographic areas where Linde
conducts business. However, regional energy conditions are unpredictable and may pose future risk.
For carbon dioxide, carbon monoxide, helium, hydrogen, specialty gases and surface technologies, raw materials are largely
purchased from outside sources. Where feasible, Linde sources several of these raw materials, including carbon dioxide,
hydrogen and calcium carbide, as chemical or industrial by-products. In addition, Linde has contracts or commitments for, or
readily available sources of, most of these raw materials; however, their long-term availability and prices are subject to market
conditions. A disruption in supply of such raw materials could impact Linde's ability to meet contractual supply commitments.
Increases in the cost of energy and raw materials and/or disruption in the supply of these materials could have a material
adverse effect on the Group's financial results and/or cash flows, which in turn could have a material adverse effect on its net
assets and financial position.
Linde's international operations are subject to the risks of doing business abroad and international events and
circumstances may adversely impact its business, financial condition or results of operations.
Linde has substantial international operations which are subject to risks including devaluations in currency exchange rates,
transportation delays and interruptions, political and economic instability and disruptions, restrictions on the transfer of funds,
trade conflicts and the imposition of duties and tariffs, import and export controls, changes in governmental policies, labour
unrest, possible nationalization and/or expropriation of assets, changes in U.S. and non-U.S. tax policies and compliance with
governmental regulations. These events could have an adverse effect on the international operations of Linde in the future by
reducing the demand for its products, decreasing the prices at which it can sell its products, reducing the revenue from
international operations or otherwise having an adverse effect on its business.
All these factors individually or in combination with others could have a material adverse effect on the Group's financial
results and/or cash flows, which in turn could have a material adverse effect on its net assets and financial position.
Currency exchange rate fluctuations and other related risks may adversely affect Linde's results.
Because a significant portion of Linde's revenue is denominated in currencies other than its reporting currency, the U.S. dollar,
changes in exchange rates will produce fluctuations in revenue, costs and earnings and may also affect the book value of assets
and liabilities and related equity. Although Linde from time to time utilizes foreign exchange forward contracts to hedge these
exposures, its efforts to minimize currency exposure through such hedging transactions may not be successful depending on
market and business conditions. As a result, fluctuations in foreign currency exchange rates could adversely affect Linde's
financial condition, results of operations or cash flows.
Macroeconomic factors may impact Linde's ability to obtain financing or increase the cost of obtaining financing which
may adversely impact Linde's financial results and/or cash flows.
Volatility and disruption in the U.S., European and global credit and equity markets, from time to time, could make it more
difficult for Linde to obtain financing for its operations and/or could increase the cost of obtaining financing. In addition,
Linde's borrowing costs can be affected by short- and long-term debt ratings assigned by independent rating agencies which
are based, in significant part, on its performance as measured by certain criteria such as interest coverage and leverage ratios.
A decrease in these debt ratings could increase the cost of borrowing or make it more difficult to obtain financing.
All these factors individually or in combination with others could have a material adverse effect on the Group's financial
results and/or cash flows, which in turn could have a material adverse effect on its net assets and financial position.
An impairment of goodwill or intangible assets could negatively impact Linde's financial results.
As of 31 December 2020, the Group's net carrying value of goodwill and other indefinite-lived intangible assets (according to
U.S. GAAP) was $ 28 billion and $ 2 billion, respectively, primarily as a result of the business combination and the related
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