LIN Linde PLC

Dear fellow shareholders,

On behalf of Linde’s entire Board of Directors, I am pleased to invite you to the 2024 Annual General Meeting of Shareholders of Linde plc (“Linde” or the “Company”) in Edinburgh, Scotland.

Continuing Board Refreshment and Focus on Diversity

On April 29, 2024, Martin Richenhagen retired from the Board in accordance with the Board’s Director Retirement Policy. I want to thank Martin for his outstanding contributions that date back to his service on the Praxair Board since 2015, as well as his leadership of Linde’s Audit Committee as Chair since 2022.

In February 2024, Paula Reynolds joined Linde’s Board of Directors. Paula’s substantial senior executive and public company board experience makes her a valuable addition to Linde’s Board. Ms. Reynolds’ election to the Board is part of the comprehensive and ongoing director recruitment process that began in 2020, to plan for anticipated retirements and to ensure the Board maintains an appropriate mix of longer tenured and new directors.

The Board, through the Nomination and Governance Committee (“Governance Committee”), is continuing the search for new directors in anticipation of future director retirements. Director recruitment criteria include the Board’s commitment to enhancing the existing diversity of the Board, and in particular gender diversity. The Governance Committee set a goal to steadily increase the female composition of the Board to at least 30% by the end of 2024. With Ms. Reynolds’ election to the Board, the Governance Committee has achieved this minimum goal ahead of schedule. From a broad gender, racial and ethnic diversity perspective, the Board is now 50% diverse. Equally as important, the diverse backgrounds, experiences and perspectives of our directors contribute to a strong and well-functioning Board.

Nasdaq Stock Market Listing

In 2023, the Board approved the new listing of Linde’s ordinary shares on the Nasdaq Stock Market (“Nasdaq”), replacing the prior listing of the ordinary shares on the New York Stock Exchange. The Board believes that the Nasdaq listing will enhance shareholder value by, among other things, having Linde’s ordinary shares included in the Nasdaq 100 stock index which occurred on March 18, 2024.

Board Oversight of Environmental, Social and Governance Matters

The Board and its committees are actively involved in providing oversight and counsel to management regarding Environmental, Social and Governance (“ESG”) matters as

discussed in the “Environmental, Social and Governance Highlights” section of the proxy statement. During 2023, the Sustainability Committee continued its oversight of environmental sustainability, including climate change and Linde’s greenhouse gas (“GHG”) emissions reduction goals. The Sustainability Committee regularly reviews Linde’s decarbonization strategy, including the pipeline of clean energy projects and other initiatives.

In addition, the Human Capital Committee oversees the annual variable compensation program for executive officers and other eligible employees. This program includes both financial goals and a non-financial component weighted 25% of the total payout opportunity. Since 2022, the non-financial component includes an absolute GHG emissions reduction goal, which the Company exceeded in 2023. When the GHG metric is combined with the remaining ESG elements in the non-financial component, the result is a 20% weighting of the total payout opportunity for ESG-related measures. The GHG emissions reduction goal directly aligns our environmental goals with our compensation structure (see the discussion in the “Compensation Discussion and Analysis” section of the accompanying proxy statement).

Other Key Board Actions

The Board and its committees undertook other key actions during the past year:

The Board thanks you for your continuing support and confidence in Linde.

Regards,

Stephen F. Angel

The Human Capital Committee seeks to achieve its executive compensation objectives by aligning the design of the Company’s executive compensation programs with the Company’s business objectives, ensuring a balance between financial and strategic non-financial goals.

FINANCIAL BUSINESS OBJECTIVES: Achieve sustained growth in profitability and shareholder return resulting in a robust cash flow to fund capital investment growth opportunities, dividend payments, and share repurchases.

NON-FINANCIAL BUSINESS OBJECTIVES: Maintain world-class standards in safety, environmental responsibility, global compliance, strategic positioning, productivity, talent management, and financial controls. Achieve reduction in absolute GHG emissions.

Attract and retain executives who thrive in a sustainable performance-driven culture.

The Board has adopted independence standards for service on Linde’s Board of Directors which are posted at Linde’s public website referenced above. The Board has applied these standards to all the directors and has determined that each qualifies as independent except for Mr. Angel, the Company’s Chairman of the Board and former Chief Executive Officer, and Mr. Lamba, the Company’s current

Chief Executive Officer. The Board is not otherwise aware of any relationship with the Company or its management that could potentially impair the independent judgment of these directors. See also related information in this Proxy Statement under the caption “Certain Relationships and Transactions.”

In General

Linde’s Corporate Governance Guidelines provide the Board with flexibility to determine the appropriate Board leadership structure from time to time. The Nomination and Governance Committee (consisting entirely of independent directors) regularly reviews the leadership structure, and considers many factors, including the specific needs of Linde and its businesses, corporate governance best practices, shareholder feedback and succession planning, as different structures may be appropriate in different circumstances. The Corporate Governance Guidelines also provide that the Board: (a) shall select a Chairman of the Board and determine his/her duties and responsibilities; and (b) if the Chairman of the Board has not been determined to be independent in accordance with the Board’s independence standards and those of the Nasdaq Stock Exchange and applicable law, then the Board may appoint a Lead Independent Director who has been determined to be independent under such standards and determine his/her responsibilities.

The Board believes that the best leadership model for Linde at this time is that the position of the Chairman of the Board should continue to be separate from that of the Chief Executive Officer. In addition to assure effective independence in the Board’s oversight, advice and counsel of management, the Board believes that maintaining a Lead Independent Director is appropriate.

The Board elected Mr. Angel as the Chairman of the Board, and the Board appointed Robert L. Wood as the Lead Independent Director, each effective March 1, 2022. The Board believes this leadership structure is effective and appropriate and in the best interests of Linde and its shareholders. With Mr. Angel as Chairman of the Board, Linde continues to leverage his significant industry expertise, prior CEO experience and effective working relationship with the Board to lead the Board and focus its attention on strategic matters and facilitate effective communication between the Board and management. As the Lead Independent Director with clearly defined responsibilities, Mr. Wood ensures robust independent oversight of the Company by the Board.

Chairman of the Board Responsibilities

The Board believes that while the Chairman and CEO roles should be separate at this time, the Chairman should work collaboratively with the CEO who has the day-to-day familiarity with the business issues confronting the Company and an understanding of the specific areas in which management seeks advice and counsel from the Board. The designated responsibilities of the Chairman are set forth in the Board’s Corporate Governance Guidelines and include, among others:

Lead Independent Director Responsibilities

The roles and responsibilities of the Lead Independent Director will be determined by the Board periodically and reviewed at least annually. It is the Board’s current policy that such duties include, among others, the following:

At least annually, the Board reviews the Company’s risk identification, assessment and management processes and the guidelines and policies by which key risks are managed. As part of that review, the Board discusses (1) the key enterprise risks that management has identified,

(2) management accountability for managing or mitigating each risk, (3) the steps being taken to manage each risk, and (4) which Board Committees will oversee each risk area on an ongoing basis.

The risk factors disclosed in Item 1A of the Company’s Form 10-K and Annual Report illustrate the range of the risks faced by a global industrial company and help explain the need for strong Board Committee oversight of the management of risks in specific subject areas. Each Committee’s calendar of recurring meeting agenda topics addresses risk areas pertinent to the Committee’s subject-matter responsibilities. These areas include: financing and currency exchange risks (Audit Committee); compensation risks, and executive development and retention (Human Capital Committee); regular review of the Board’s governance practices (Nomination and Governance Committee); internal controls, investigations, and integrity standards compliance (Audit Committee); and risks related to climate change (Sustainability Committee). Other risk areas are regularly reviewed by the full Board.

These include: safety (covered at each Board meeting), economic, market and competitive risk (part of business operating reports at Board meetings, and the annual operating and strategic reviews), geopolitical risks, cyber security, and global compliance risks (supplementing reporting within the Audit Committee). In addition, risk identification and assessment is integrated into Board decision-making with respect to capital projects and acquisitions, entry into new markets, financings, and cash flow analysis, among other matters. In Committee meetings and full Board deliberations, each director brings his or her particular operating, financial, management development, and other experiences and expertise to bear in assessing management’s response to specific risks and in providing advice and counsel with respect to risk mitigation and management.

Each year, the Board conducts a comprehensive long-term strategic review of the Company’s outlook and business plans and provides advice and counsel to management regarding the Company’s strategic issues. This process involves engagement by all Board members and senior management. The Board performs a detailed

review of management’s proposed strategy for each of the key business units, which is designed to drive profitable growth over the near-and long-term independent of the macro environment and drive long-term shareholder value creation. Additionally, the board conducts reviews of key strategic issues or initiatives throughout the year.

The Board assesses its effectiveness annually under a process determined by the Nomination and Governance Committee. Typically, this assessment includes each non-management director completing written questionnaires that are used to evaluate the Board’s effectiveness in the areas of Performance of Core Responsibilities, Decision-Making Support, the Quality of Deliberations, Director Performance, and Committee Functions, as well as consideration of additional Board practices and policies recommended as best practices by recognized governance authorities. Similarly, each Committee annually assesses its effectiveness in meeting its oversight responsibilities under its charter from the Board. The Nomination and Governance Committee

reviews the results of the written assessments, provides the results to all Board members, and the Chairman may conduct a discussion of the results in an executive session of the non-management directors. Subsequently, the Nomination and Governance Committee may recommend certain actions be taken to enhance the operations and effectiveness of the Board and its committees.

The Nomination and Governance Committee conducted the assessment process in 2023. The results were very favorable, and the Committee concluded that the Board and its committees are functioning properly and efficiently and are performing the core responsibilities of the Board generally and that the committees are meeting their key charter responsibilities.

New Directors who join Linde’s Board of Directors participate in a comprehensive director orientation program that involves a review of information developed to present foundational knowledge about Linde. Orientation materials typically include information on Linde’s business, industry and strategy, organizational structure, management responsibility, director responsibilities Board and committee structure and policies, coverage of ESG matters, safety, sustainability, risk management, controls, compliance, regulatory landscape, and technology topics. In addition, new directors may also visit Linde operating plants and/or offices.

In addition, the Board is presented with ongoing education in order to increase directors’ familiarity

with Linde’s business, industry developments and emerging issues. Such content may be prepared for the entire board or for a specific committee and include presentations from Linde management and/or outside experts. Typical recurring topics include executive compensation trends, corporate governance and public company regulatory trends, cybersecurity, sustainability, risk, and regulatory developments. Periodically, board members also may convene at Linde sites or have opportunities to participate in technology demonstrations. Directors may also participate in third-party-supplied continuing education, for which Linde reimburses the directors for expenses.

In addition to leading the annual Board and Committee effectiveness assessment referred to above, the Nomination and Governance Committee annually reviews the Company’s governance practices (which may include an outside expert) and updates those practices as it deems appropriate. The Committee considers, among

other things, the results of the Board and Committee effectiveness assessments, developments in Irish company law, federal laws and regulations promulgated by the SEC, and the views and standards of recognized governance authorities and institutional investors

In addition to periodic senior management talent and succession reviews conducted by the Board, the Human Capital Committee conducts an annual Succession Planning and Personnel Development session to which all Board members are invited and at which executives are evaluated with respect to their potential for promotion into senior

leadership positions, including that of the CEO. In addition, a variety of executives are introduced to the Board by way of Board and Committee presentations, and directors have unrestricted access to a broad cross-section of managers and high potential employees.

The Board’s policy is that a director who has attained the age of 72 may not stand for re-election at the next annual shareholders’ meeting.

Martin H. Richenhagen retired from the Board as of April 29, 2024, in accordance with this policy.

The Board’s policy is that a non-management director may not serve on more than four additional public company boards, and the CEO may not serve on more than two additional public company boards. Also, a member of the Audit Committee may not serve on more than two additional public

company audit committees unless the Board determines that such a simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee. If the Board so determines, it will disclose such determination in the Company’s annual proxy statement.

The Company has a robust shareholder outreach program which ensures that the Board and management remain responsive to shareholder concerns. This includes ongoing interaction between Investor Relations and major institutional investors, as well as an extensive shareholder outreach program that is conducted annually. In addition, the Board has established procedures to

enable a shareholder or other interested party to direct a communication to the Board of Directors. Such communications may be confidential or anonymous and may be communicated by mail, e-mail, or telephone. Information on how to submit communications, and how they will be handled, is included at www.linde.com in the About Us/ Corporate Governance section.

Absent extenuating circumstances, each member of the Board is expected to attend all meetings of the Board, all meetings of each Committee of which he or she is a member, and the Annual General Meeting of Shareholders. Director meeting attendance is one of the factors that the

Nomination and Governance Committee considers in determining whether to re-nominate an incumbent director for election at the Annual General Meeting.

All members of the Board attended the 2023 AGM.

Linde’s Board of Directors has adopted a Code of Business Integrity that is posted on Linde’s public website, www.linde.com, in the About Us/Corporate Governance section and is available in print to any

shareholder who requests it. This Code of Business Integrity applies to Linde’s directors and to all employees, including Linde’s CEO, CFO, Chief Accounting Officer and other officers.

Linde’s Constitution requires directors to be elected annually and that a director nominee must receive a majority of the votes cast at an annual general meeting in order to be elected (meaning a greater

number of “for” votes than “against” votes) in an uncontested election of directors. The Board’s Tenure and Resignation Policy requires that any director nominee who is then serving as a director

must tender his or her resignation if he or she fails to receive this majority vote. The Nomination and Governance Committee of the Board would then consider the resignation offer and recommend to the Board whether to accept or reject the resignation, or whether other action should be

taken. The Board would take action on the Committee’s recommendation within 90 days following certification of the vote, and promptly thereafter publicly disclose its decision and the reasons therefor.

Linde’s Constitution provides that a shareholder, or a group of up to 20 shareholders, who have owned at least 3% of the Company’s outstanding ordinary shares continually for at least three years, may nominate persons for election as directors and have these nominees included in the Company’s

proxy statement. The shareholders or group must meet the requirements in the Company’s Constitution. The number of nominees is generally limited to the greater of two persons or 20% of the number of directors serving on the Board.

The Company does not have a Shareholder Protection Rights Agreement (sometimes referred to as a “Poison Pill”). Irish law does not expressly prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. However, there is no directly relevant case law on the validity of such plans under Irish law, and shareholder approval may be required under Irish law to implement such a plan. As Linde plc is an Irish public company with securities admitted to trading on the Nasdaq Stock

Market, it is subject to the Irish Takeover Panel Act, 1997 Takeover Rules 2022, which govern certain aspects of the manner in which a takeover offer can be made for shares in Linde plc. If an offer has been made or is deemed to be imminent, Linde plc is prevented from engaging in frustrating action. The adoption of a shareholder rights agreement would constitute frustrating action, meaning that it could only be adopted on a “clear day” where no such offer is anticipated.

The Board’s policy is that non-management directors must acquire and hold the Company’s ordinary shares equal in value to at least five times the annual base compensation retainer awarded in the form of equity or equity-based awards. Directors have five years from their initial election

to meet this guideline. All non-management directors have met this guideline or are within the five-year transition period afforded to them to do so. See the section titled “Information on Share Ownership” in this Proxy Statement.

The Board believes that it is important for executive officers to acquire a substantial ownership position in Linde. In this way, their interests are more closely aligned with those of shareholders. Significant stock ownership ensures that executives manage Linde as equity owners.

Accordingly, a stock ownership and shareholding policy has been established for the Company’s executive officers that requires them to own a minimum number of ordinary shares equal or greater in value to a multiple of their base salary, as set forth below. Individuals must meet the applicable ownership level within five years after first becoming subject to the guidelines by acquiring at least 20% of the required level of stock ownership each year. Until the stock ownership

requirement is met, executive officers (i) may not sell, transfer or otherwise dispose of any of their Linde ordinary shares and (ii) must retain and hold all Linde ordinary shares acquired from all equity incentive awards, net of shares withheld for taxes and option exercise prices, including performance share unit awards, restricted stock unit awards and stock options.

Set forth below is the stock ownership required by the policy expressed as a multiple of base salary for each executive officer position. As of the date of this Proxy Statement, all covered individuals are in compliance with this policy. Stock ownership of the Named Executive Officers can be found in the table presented under the section titled “Information on Share Ownership.”

Hedging, Pledging and Similar Transactions Prohibited. The purpose of the Director and Executive Stock Ownership Policies is to ensure that directors and executive leaders will have a meaningful ownership stake in Linde so that their interests will be aligned with shareholder interests. Any investment activities intended to reduce or eliminate the economic risk that ordinarily accompanies such ownership would defeat this purpose. Therefore, directors and executive leaders may not engage in hedging transactions related to Linde’s stock that would have the effect

of reducing the economic risk of their holding Linde stock. This prohibition applies to any Linde stock that a director or executive leader beneficially owns, regardless of whether he/she has fulfilled all or any part of the total stock ownership requirement as set forth above. For example, a director or executive leader may not purchase a “put option” on Linde stock or on certain derivative market instruments of which Linde is a significant component (more than 5%).

Directors and executive leaders also may not pledge or otherwise encumber Linde stock that they own.

The Company’s Code of Business Integrity (“Ethics Policy”) prohibits employees, officers and Board members from having a personal, financial or family interest that could in any way prevent the individual from acting in the best interests of the Company (a “conflict of interest”) and provides that any conflict of interest waiver relating to Board members or executive officers may be made only after review and approval by the Board upon the recommendation of its Audit Committee. In addition, the Board’s Corporate Governance Guidelines require that any “related party transaction” by an executive officer or director be pre-approved by a committee of independent and disinterested directors. For this purpose, a “related party transaction” means any transaction or relationship that is reportable under Regulation S-K, Item 404, of the Securities and Exchange Commission (“SEC”) or that, in the case of a non-management director, would violate the Board’s independence standards.

Reporting and review procedures. To implement the foregoing policies, the Audit Committee has adopted a written procedure for the Handling of Potential Conflicts of Interests which specifies a process for the referral of potential conflicts of interests to the Board and standards for the Board’s evaluation of those matters. This policy applies to any transaction or relationship involving an executive officer, a member of the Board of Directors, a nominee for election as a director of the Company, or a family member of any of the foregoing which (1) could violate the Company’s Ethics Policy provisions regarding conflicts of interest, (2) would be reportable under the SEC’s disclosure rules, or (3) in the case of a non-management director, would violate the Board’s independence standards.

Under this procedure, potential conflicts of interest are reported to the Company Secretary for preliminary analysis to determine whether referral to the Audit Committee is appropriate. Potential

conflicts of interest can be self-identified by the director or executive officer or may arise from internal audits, the integrity hotline or other referrals, or through periodic due diligence conducted by the Company Secretary’s office. The Audit Committee then examines the facts and circumstances of each matter referred to it and makes a final determination as to (1) whether the transaction or relationship would (or does) constitute a violation of the conflicts of interest provisions of the Company’s Ethics Policy, and (2) whether the transaction or relationship should be approved or ratified and the conditions, if any, of such approval or ratification. In determining whether a transaction or relationship constitutes a violation of the conflicts of interest provisions of the Company’s Ethics Policy, the Audit Committee considers, among other factors, the materiality of the transaction or relationship to the individual’s personal interest, whether the individual’s personal interest is materially adverse to or competitive with the interests of the Company, and whether the transaction or relationship materially interferes with the proper performance of the individual’s duties or loyalty to the Company. In determining whether to approve or ratify a transaction or relationship, the Audit Committee considers, among other factors, whether the matter would constitute a violation of the conflicts of interest provisions of the Company’s Ethics Policy, whether the matter would violate the Nasdaq listing standards, the expected practical impact of the transaction or relationship on the individual’s independence of judgment or ability to act in the best interests of the Company, the availability, practicality and effectiveness of mitigating controls or safeguards such as recusal, restricted access to information, reassignment etc., and the best interests of the Company and its shareholders generally.

Application of Policies & Procedures. During 2023, no actual or potential conflicts of interest were identified with respect to the executive officers and directors of the Company.

When determining whether any director or nominee is independent, the Board considers all facts and circumstances and any relationships that a director or nominee may have with the Company, directly or indirectly, other than in the capacity of serving as a director. To assist the Board in making independence determinations, it also applies the independence standards which are posted at Linde’s public website, www.linde.com in the About Us/Corporate Governance section. In February 2024, the Board considered the following circumstances and relationships of those directors and nominees who then had any direct or indirect relationship with the Company. In the ordinary course of its business, Linde sells industrial gases to, and purchases certain goods or services from E. ON SE, of which Dr. Victoria Ossadnik is an

executive officer. The 2023 consolidated revenues for each of Linde and E.ON SE were $32.9 billion and € 93.7 billion, respectively. For the 2021, 2022 and 2023 fiscal years, the dollar value of Linde’s sales to, or purchases from, E.ON SE were $0.2 million, $0.2 million and $0.7 in sales, respectively and $1.0 million, $.08 million and $1.0 million of purchases, respectively. Such sale and purchase transactions were well below the limits set forth in the Board’s independence standards and were significantly less than 1% of the consolidated revenues of Linde or E.ON SE. Therefore, the Board has determined that such ordinary course business relationships are not material and do not otherwise impair the ability of Dr. Ossadnik to exercise independent judgment as a director.

Based solely upon a review of SEC Forms 3, 4 and 5 furnished to the Company and written representations from the Company’s executive officers and directors, the Company believes that those persons complied with all Section 16(a) filing requirements during 2023 with respect to

transactions in the Company’s stock, except that there was a filing inadvertently reported on a late basis for Juergen Nowicki, EVP - Engineering, for the payout of performance share units and restricted stock units.

The Nomination and Governance Committee will consider any candidate for election to the Board who is timely recommended by a shareholder and whose recommendation otherwise complies with the requirements under Linde’s Constitution. Recommendations should be sent to the Company Secretary of Linde and should include the candidate’s name and qualifications and a statement from the candidate that he or she consents to being named in the proxy statement and will serve as a director if elected. In order for any candidate to be considered by the Nomination and Governance Committee and, if nominated, to be included in the proxy statement, such recommendations must be received by the Company Secretary on or before the

date specified in this Proxy Statement under the caption “Shareholder Proposals, Director Nominations and Other Business for the 2024 Annual General Meeting.”

The qualities and skills sought in director nominees are governed by the projected needs of the Board at the time the Nomination and Governance Committee considers adding a new director or renominating incumbent directors. Consistent with the board’s corporate Governance Guidelines, the Committee seeks to build and main a Board that contains a range of experiences, competencies, and perspectives that is well-suited for advice and counsel to, and oversight of, the Company’s

business and operations. In doing so, the Committee takes into account a variety of factors, including: (1) the Company’s strategies and its market, geographic and regulatory environments, both current and projected, (2) the mix of experiences, competencies, and perspectives (including gender, ethnic and cultural diversity) currently represented on the Board, (3) the results of the Board’s annual self-assessment process, 4) the CEO’s views as to areas in which management would like to have additional advice and counsel from the Board, and (5) with respect to the incumbent directors, meeting attendance, participation and contribution, and the director’s current independence status.

The Committee also seeks in each director candidate a breadth of experience and background that (a) will allow the director to contribute to the full range of issues confronting a global industrial company and (b) will qualify the director to serve on, and contribute to, any of the Board’s standing committees. In addition, the Nomination and Governance Committee believes that every director nominee should demonstrate a strong record of integrity and ethical conduct, an absence of conflicts that might interfere with the exercise of his or her independent judgment, and a willingness and ability to represent all shareholders of the Company.

When the need to recruit a director arises, the Nomination and Governance Committee will consult the Chairman and other directors, as well as the CEO, and may engage third party recruiting firms to identify potential candidates. The candidate evaluation process may include inquiries as to the candidate’s reputation and background, examination of the candidate’s experiences and skills in relation to the Board’s needs at the time, consideration of the candidate’s independence as measured by the Board’s independence standards,

and other considerations that the Nomination and Governance Committee deems appropriate at the time. Prior to formal consideration by the Nomination and Governance Committee, any candidate who passes such screening would be interviewed by the Nomination and Governance Committee or its Chairman and by the Chairman of the Board and the CEO.

Additional information about the specific skills, qualifications and backgrounds of each of the director nominees is set forth in this Proxy Statement under the caption “Director Nominees.”

Proxy Access Nominees. The foregoing description applies only to the Nomination and Governance Committee’s consideration of director nominees who may be nominated by the Committee itself. It does not apply to persons nominated by eligible shareholders under the Company’s Proxy Access structure which has separate requirements that are set forth in Linde’s Constitution.

Director Retirement and Recruitment. During 2020, the Governance and Nomination Committee began a comprehensive process to review upcoming director retirements and to plan for Board refreshment by recruiting new directors to join the Board. The Committee engaged the services of reputable international recruitment firm and directed the search to include the key elements of Board diversity discussed above. This resulted in the recruitment and appointment of four new directors since 2020, most recently, Paula Rosput Reynolds, effective February 27, 2024. The Committee is continuing the process to recruit additional directors and further diversify and strengthen the Board. With the election of Ms. Reynolds, the Board reached its goal to increase the female composition of the Board to at least 30% by the end of 2024.

Delegation and CEO Involvement. Except under limited circumstances, the Human Capital Committee may not delegate its executive compensation authority to any other persons. With respect to the allocation of compensation and awards to employees other than the executive officers, the Human Capital Committee may, and has, delegated authority to the CEO, subject to guidelines established by the Human Capital Committee. The CEO does not determine the compensation of any of the executive officers, but he does offer for the Human Capital Committee’s consideration his views on relevant matters, as described in more detail in this Proxy Statement in the CD&A section.

Compensation Risk Analysis. The Human Capital Committee considers whether the Company’s

compensation policies and practices create incentives for risk-taking that could have a material adverse effect on the Company. Each year, the Human Capital Committee examines management’s review of the Company’s incentive compensation programs applicable to all employees, including executive officers, in order to evaluate whether they encourage excessive risk-taking through either the design of the executive and management incentive programs, or operational decision-making that could affect compensation payouts. The Human Capital Committee determines if (1) there exists sufficient operational controls, checks and balances that prevent or constrain compensation-driven decision-making that is inappropriate or excessively risky including, among others, frequent risk discussions with the Board, particularly in connection with

capital project or acquisition proposals, (2) the Company uses highly leveraged short-term incentives that would tend to drive high short-term risk decisions or unsustainable gains, and (3) the Company’s executive stock ownership policy and the “recapture” policy described in the CD&A also serve as disincentives for unacceptable risk-taking.

A more detailed description of how the Human Capital Committee considers and determines executive compensation is described in this Proxy Statement in the CD&A section.

Director Compensation Program

The Board adopted its Director Compensation Program based in part on an extensive director compensation study and analysis performed F. W. Cook, a recognized expert compensation consultant. This report included data, analysis and advice, a report on director compensation trends and benchmarking of director compensation against groups of large U.S. and European public companies.

The Company paid the amounts reported in the 2023 Director Compensation table below pursuant to its Director Compensation Program in effect for 2023. The Company does not pay any director who is a Company employee (Mr. Lamba in 2023) for serving as a member of the Board of Directors or any committee of the Board of Directors. The Nomination and Governance Committee of the Board determines non-management director compensation consistent with the Directors’ Compensation principles set forth in the Corporate Governance Guidelines. The Director Compensation Program in effect for 2023 is as described below.

Cash Compensation

Cash compensation comprises 40% of the entire annual Board compensation, as follows:

Equity Compensation

In addition to the cash compensation set forth above, each non-management Director receives an annual equity stock compensation grant equal to 60% of the value of the entire annual Board compensation. In 2023, an equity grant valued at $450,000 was made to the Chairman of the Board, and an equity grant valued at $195,000 was made to each other director for their services in 2023.

The Nomination and Governance Committee selected restricted stock units as the sole form of equity for the 2023 grant. The restricted stock units are fully vested (non-forfeitable) after one-year from the date of grant, but a prorated portion will be paid out if a director’s service on the Board terminates before the one year anniversary of the grant unless the director is removed by the shareholders or is removed for cause, in which case the grant will be forfeited. Restricted stock units will be paid out as soon as practicable after the vesting in Linde plc ordinary shares on a one-for-one basis.

The number of restricted stock units granted to deliver the $450,000 and $195,000 values, respectively, as of the March 7, 2023 grant date was based upon the average of the closing prices of the Company’s Ordinary Shares for the 60 trading days before and including February 14, 2023. Because the closing price of the Company’s Ordinary Shares on March 7, 2023 was higher than this 60-day average, the full grant date fair market value of the restricted stock units granted on March 7, 2023 and reported in the 2023 Director Compensation Table below was $476,110 for the Chairman of the Board, and $206,442 for each other director who received an equity grant.

Expenses

The Company pays or reimburses directors for travel, lodging and related expenses incurred in connection with attending board and committee meetings, the Annual General Meeting and other Company business-related events (including the expenses

related to the attendance of spouses if they are specifically invited for appropriate business purposes) and may provide use of Company chartered aircraft. From time to time, the Company may reimburse a director’s expenses for his or her participation in third party-supplied continuing education related to the director’s board or committee service.

Experience and Qualifications of All Nominees

Ten persons have been nominated for election to the Board to serve for a one-year term concluding on the later of (a) the 2025 annual general meeting of shareholders and (b) the election and qualification of his or her successor. The Nomination and Governance Committee has nominated each current director of the Board for reelection at the Annual General Meeting. The Nomination and Governance Committee believes that each director nominee has an established record of accomplishment in areas relevant to Linde’s business and objectives and possesses the characteristics identified in Linde’s Corporate Governance Guidelines as essential to a well-functioning and deliberative governing body, including integrity, independence and commitment.

Each of the director nominees listed below has experience as a senior executive of a public company or comparable business organization. Each nominee also is serving or has served as a director of one or more public companies and on a variety of board committees. As such, each has executive management and director oversight experience in most, if not all, of the following areas which are critical to the conduct of the Company’s business, including: strategy development and implementation, risk assessment and management, financial accounting and reporting, internal controls, corporate finance, capital project evaluation, the evaluation, compensation, motivation and retention of senior executive talent, public policies as they affect global industrial corporations, compliance, corporate governance, productivity management, safety management, project management, sustainable development and, in most cases, global operations. Many of the nominees also bring particular insights into specific end-markets and foreign markets that are important to the Company. These nominees collectively provide a range of perspectives, experiences and competencies well-suited to providing advice and counsel to management and to overseeing the Company’s business and operations. In addition to these qualifications that are shared by all of the nominees, more specific information about each of their individual experience and qualifications is included below.

The following pages include information about those persons currently serving on Linde’s Board of Directors who have been nominated for reelection to serve for a one-year term concluding on the later of (a) the 2025 annual general meeting of shareholders or (b) the election and qualification of his or her successor. The graph below shows the number of directors who have certain of the skills, qualifications and experience in key areas that are important for the Board’s oversight of the Company’s business.

Director Meeting Attendance

During 2023, the Board held five meetings. The nominees for reelection to the Board collectively attended 98% of all Board meetings and meetings of committees of which they were members.

The Audit Committee has utilized PwC (along with other accounting firms) to provide non-audit services in 2023. Linde understands the need for PwC to maintain objectivity and independence as the auditor of the Company’s financial statements and its internal control over financial reporting. Accordingly, the Audit Committee has established a policy whereby all non-audit fees of the independent auditor must be approved in advance by the Audit Committee or its Chairman, and has

adopted a guideline that, absent special circumstances, the aggregate cost of non-audit engagements in a year should not exceed the audit fees for that year. The non-audit fees that are incurred are typically far less than this limit and, as noted below in the report on independent auditor fees, such non-audit fees were approximately 2% of total fees in 2023. All the Audit-Related Fees, Tax Fees and All Other Fees disclosed below were approved by the Audit Committee.

The Audit Committee’s policy and applicable regulations require that the lead audit engagement partner of the independent auditor must rotate off the Company’s account at least every five years. The Audit Committee believes that it is inappropriate to establish a fixed limit on the tenure of the independent auditor. Continuity and the resulting in-depth knowledge of the Company strengthens the audit. Moreover, the mandatory partner rotation policy expressed above, normal turnover of audit personnel, the Audit Committee’s policy regarding the hiring of auditor personnel as described below, and the Audit Committee’s

practices restricting non-audit engagements of the independent auditor as described above, all mitigate against any loss of objectivity that theoretically could arise from a long-term relationship. As provided in the Audit Committee’s Charter and as further described above, the Audit Committee continuously evaluates the independence and effectiveness of the independent auditor and its personnel, and the cost and quality of its audit services in order to ensure that the Audit Committee and the Company’s shareholders are receiving the best audit services available.

Audit Fees. These are fees paid for the audit of Linde plc’s annual U.S. GAAP financial statements, the reviews of the financial statements included in Linde plc’s reports on Form 10-Q, the opinion regarding Linde plc’s internal controls over financial reporting as required by §404 of the Sarbanes-Oxley Act of 2002, and services that are normally provided by the independent auditor in connection with statutory audits in foreign jurisdictions and regulatory filings or engagements for those fiscal years.

Audit-Related Fees. These are fees paid for assurance and related services rendered that are reasonably related to the performance of the audit

or review of Linde plc’s financial statements other than the fees disclosed in the foregoing paragraph.

Tax Fees. These are fees paid for professional services rendered primarily for preparation of expatriate employee tax returns, preparation of tax returns in non-U.S. jurisdictions and assistance with tax audits.

All Other Fees. These are fees paid for services rendered other than those described in the foregoing paragraphs. These services related primarily to online research tools and subscriptions.

As set forth in the Audit Committee’s Charter, the management of the Company is responsible for: (1) the preparation, presentation and integrity of the Company’s financial statements; (2) the Company’s accounting and financial reporting principles; and (3) internal controls and procedures designed to ensure compliance with applicable laws, regulations, and standards, including internal control over financial reporting. The independent auditor is responsible for auditing the Company’s financial statements and expressing an opinion as to their conformity with generally accepted accounting principles and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

A principal role of the Audit Committee is to assist the Board of Directors in its oversight of the Company’s financial reporting process. In the performance of its oversight function, the Audit Committee has considered and discussed the audited financial statements with management and the independent auditor. The Audit Committee has also discussed with the independent auditor the matters that are required to be discussed in accordance with Public Company Accounting Oversight Board (PCAOB) standards relating to communications with audit committees.

The Audit Committee has discussed with the independent auditor its independence from the Company and its management. The Audit Committee has received the written disclosures and the letters from the independent auditor required by applicable requirements of the PCAOB. The Audit Committee has also received written

communications from management with respect to

non-audit services provided to the Company by the independent auditor in calendar year 2023 and those planned for 2024. The Audit Committee has further considered whether the provision of such non-audit services is compatible with maintaining PricewaterhouseCoopers’ independence.

In its oversight role for these matters, the Audit Committee relies on the information and representations made by management and the independent auditor. Accordingly, the Audit Committee’s oversight does not provide an independent basis to certify that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Company’s independent auditor is, in fact, independent.

Based upon the review and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Charter, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Form 10-K and Annual Report for the year ended December 31, 2023 filed with the SEC.

The Audit Committee

Martin H. Richenhagen, Chairman (retired as of April 29, 2024)

Dr. Thomas Enders

Dr. Victoria E. Ossadnik

Alberto Weisser

Under Nasdaq and SEC rules, selection of the Company’s independent auditor is the direct responsibility of the Audit Committee. The Board has determined, however, to seek shareholder ratification of that selection as a good practice in order to provide shareholders an avenue to express their views on this important matter. If shareholders fail to ratify the selection, the Audit Committee may reconsider the appointment. Even if the current selection is ratified by shareholders, the Audit Committee reserves the right to appoint a different independent auditor at any time during the year if the Audit Committee determines that such change would be in the best interests of the Company and its shareholders.

Information concerning the independent auditor may be found under the caption “Audit Matters” above. The Audit Committee believes the selection of PwC as the Company’s independent auditor for 2024 is in the best interest of the Company and its shareholders.

In addition, Irish law provides that the remuneration of the Company’s statutory auditor may be

determined by shareholders at the AGM. At its February 2024 meeting, the Audit Committee approved PwC’s remuneration, subject to receiving the necessary shareholder approval at the 2024 AGM.

As required under Irish law, the resolutions in respect of Proposals 2a and 2b are ordinary resolutions that require the affirmative vote of a simple majority of the votes cast.

The text of the resolution in respect of Proposal 2a is as follows:

“To ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers as independent auditor of the Company.”

The text of the resolution in respect of Proposal 2b is as follows:

“To authorize, in a binding vote, the Board, acting through the Audit Committee, to determine the remuneration of PricewaterhouseCoopers.”

This CD&A provides context for the policies and decisions underlying the 2023 compensation reported in the executive compensation tables included herein for the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the three other executive officers who had the highest total compensation

for 2023, as set forth in the “Summary Compensation Table” (these executive officers are collectively referred to as the “Named Executive Officers” or the “NEOs”). The HC Committee is responsible for policies and decisions regarding the compensation and benefits for the Company’s NEOs.

In 2023, Linde achieved strong financial results including a record return on capital (“ROC”) of 25.4% and operating cash flow of $9.3 billion. The Company grew adjusted operating profit by 15% year-over-year to $9.1 billion at a margin of 27.6% of sales, which was 390 basis points higher than prior year.^(a) Linde delivered value to its shareholders by distributing $6.4 billion in the form of dividends and stock repurchases, while

growing adjusted diluted earnings per share to $14.20, up 16% versus 2022. Furthermore, the Company ended 2023 with a project backlog of over $8 billion, and a pipeline of projects including approximately 200 decarbonization projects, and remains well-positioned to continue to deliver robust and sustainable performance into the future.

As a result of the Company’s strong performance, the annual variable compensation program’s 2023 Corporate payout factor was 153.4% of target. The performance share units (PSUs) granted in 2021 under the Company’s long-term incentive program also achieved above-target payouts against the challenging

goals that were established at the beginning of their three-year performance period. The Company exceeded the maximum performance levels that were established for both the ROC and relative Total Shareholder Return (TSR) PSUs, resulting in a payout of 200% of target for each award.

The HC Committee seeks to achieve its executive compensation objectives by aligning the design of the Company’s executive compensation programs with the Company’s business objectives, ensuring a balance between financial and strategic non-financial goals.

FINANCIAL BUSINESS OBJECTIVES: Achieve sustained growth in profitability and shareholder return resulting in a robust cash flow to fund capital investment growth opportunities, dividend payments, and share repurchases.

STRATEGIC BUSINESS OBJECTIVES: Maintain world-class standards in safety, environmental responsibility, global compliance, strategic positioning, productivity, talent management, and financial controls.

Attract and retain executives who thrive in a sustainable performance-driven culture.

The HC Committee established its compensation philosophy to serve as the basis for designing executive compensation programs.

Key Objectives

Other Main Principles

Perquisites and Personal Benefits

In addition to the compensation elements described above, the Company offers certain perquisites and personal benefits to the NEOs on a limited basis. For 2023, the HC Committee reviewed and approved items that could be construed as perquisites or personal benefits for each NEO to ensure they are consistent with local country market practice or otherwise are provided for limited and specifically defined business purposes. Some items that must be classified as perquisites relate to support provided to certain NEOs while on international assignment. The international assignment benefits are fundamentally the same as available to other employees who are on similar international assignments. International assignment compensation is tax equalized and no “tax gross-up” is permitted for any executive officer unless such gross-up is available to employees generally.

Pay Mix

For 2023, between 73% and 79% of the NEOs’ target total direct compensation opportunity was in the form of performance-based variable compensation and equity grants, motivating them to deliver strong business performance and drive shareholder value.

The performance-based compensation is “at risk” and dependent upon the Company’s achievement of pre-established financial and other business goals set by the HC Committee and, for equity incentives, also the Company’s stock price performance. The annual variable compensation payout and the ultimate value of the performance-based equity compensation awards could be zero if the Company does not perform.

Shareholder Engagement

The Company maintains a robust outreach program whereby management regularly discusses executive compensation design and other relevant matters with shareholders.

At the July 2023 Annual General Meeting of Shareholders, approximately 95.5% of the votes cast were in favor of the Company’s Advisory Vote on NEO Compensation. When making compensation program decisions, the HC Committee considered these results as well as shareholder feedback received during outreach sessions.

Role of the Human Capital Committee

The HC Committee reviews and approves the corporate goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance relative to those goals, and determines and approves the CEO’s compensation. The HC Committee also reviews the performance of the other NEOs against the goals and objectives relevant to their compensation, and reviews and approves the compensation of the other NEOs.

Role of the Compensation Consultant

The HC Committee engages a third-party compensation consultant to assist in analysis to inform and support the HC Committee’s decisions on executive compensation. For its consideration of 2023 executive compensation, the HC Committee engaged Pearl Meyer LLC (“Pearl Meyer”) as its compensation consultant.

In February 2023, as part of the HC Committee’s standard practice to conduct such a review on an annual basis, the HC Committee assessed the independence of the compensation consultant. After considering the six independence factors specified in the NYSE listing standards, the HC Committee determined that Pearl Meyer met the criteria for independence.

The scope of Pearl Meyer’s engagement includes:

Compensation Peer Group

The HC Committee established a Compensation Peer Group to be used to assess competitive

market compensation ranges for its top officers. Elements considered by the HC Committee when choosing companies for peers included market capitalization, revenue, net income, sector, global operations, location of headquarters, and stock markets where publicly traded. The HC Committee reviews the peer group on an annual basis, though will only make changes when appropriate as it values year-over-year consistency. Below are the companies comprising the Compensation Peer Group that was used for making pay decisions for calendar year 2023.

The HC Committee reviews the design of the Company’s incentive compensation plans on an annual basis to confirm that the incentive programs do not encourage excessive risk taking. During the HC Committee’s review in February 2023, sufficient controls to incentive plan design were identified including payout caps, a blend of multiple financial and non-financial factors, and the significant weight

given to rewarding long-term performance through equity awards.

Based on this review, management and the HC Committee do not believe that the Company’s incentive compensation plans create risks that are reasonably likely to have a material adverse effect on the Company.