Dated 11 May 2020 LINDE PLC as Issuer and Guarantor and LINDE FINANCE B.V. as Issuer and DEUTSCHE BANK AKTIENGESELLSCHAFT as Fiscal Agent and Paying Agent FISCAL AGENCY AGREEMENT relating to the EUR 10,000,000,000 Debt Issuance Programme of Linde plc...

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Schedule 1 Part I: German language form of Global Note

Schedule 1 Part II: English language form of Global Note

Schedule 2 Specific duties of the Fiscal Agent in the case of NGNs

Schedule 3 The Specified Offices of the Fiscal Agent and Paying Agent

Schedule 4 Part I: English Language Form of a Put Exercise Notice in case of an early redemption at the option of a holder

Schedule 4 Part II: German Language Form of a Put Exercise Notice in case of an early redemption at the option of a holder

Signature Page to the Fiscal Agency Agreement

LINDE PLC (“Linde plc” or, in the case of issues of Notes by Linde Finance B.V., the “Guarantor”);

LINDE FINANCE B.V. (“Linde Finance”); and

DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Fiscal Agent” and “Paying Agent”, which expressions shall include any successor agent appointed in accordance with Clause 13), and, in case any additional paying agent has been appointed, the “Paying Agents”).

Linde plc is a public limited company incorporated under the laws of Ireland with its registered office in Dublin, Republic of Ireland and registered in Ireland with registration number 602527. Linde plc is the parent company of the Group (as defined below).

Linde Finance is a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) with its registered office in Amsterdam and registered in the Dutch Trade Register of the Chamber of Commerce (the “Dutch Trade Register”) under number 34115238. Linde plc is the ultimate parent company of Linde Finance B.V.

Linde plc and Linde Finance have established a programme (the “Programme”) for the issuance of Notes (as defined herein) in connection with which they have entered into a dealer agreement dated of even date herewith (the “Dealer Agreement”) with the financial institutions named therein (the “Dealers”, which expression shall include any new dealers appointed, and exclude any institution whose appointment as a dealer has been terminated, in accordance with the Dealer Agreement).

The parties hereto wish to record the arrangements made between them in relation to the services of Deutsche Bank Aktiengesellschaft in relation to the Programme.

Notes may be issued on a listed or unlisted basis. Linde plc and Linde Finance have caused an application to be made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the Euro MTF Market. In connection with such application they have procured the preparation of the Prospectus (as defined herein). Notes may be listed on such other stock exchange or stock exchanges as the relevant Issuer and the relevant Dealer(s) may agree.

Definitions and Interpretation

Definitions. In this Agreement:

Expressions. Expressions defined elsewhere in this Agreement shall have the meanings so indicated. Expressions defined in the Dealer Agreement and the sets of Terms and Conditions and not otherwise defined in this Agreement shall have the same meanings in this Agreement, except where the context otherwise requires.

References. All references in this Agreement to costs or charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof, if applicable.

Appointment of Fiscal Agent and Paying Agent(s)

Each of Linde plc and Linde Finance hereby appoint the Fiscal Agent, and the Fiscal Agent hereby agrees to act, as agent of each of Linde plc and Linde Finance in relation to Notes, upon the terms and subject to the conditions set out below, for the purposes of:

authenticating and delivering Global Notes;

in respect of Global Notes which are NGNs, that will not bear the original signature of the relevant Issuer due to their electronic transmission to CBL or Euroclear, as the case may be, as Common Safekeeper, giving effectuation instructions for each such Global Note;

exchanging or instructing the Relevant Clearing System to exchange Temporary Global Notes for Permanent Global Notes in accordance with the terms of such Temporary Global Notes and the Conditions and making, or procuring the making of, all notations on Global Notes as may be required, and, in respect of any exchange of Global Notes which are NGNs, instructing CBF, CBL and Euroclear to make appropriate entries in their records;

paying sums due on Global Notes and, if applicable the Guarantee, and, in respect of Global Notes which are NGNs, instructing CBL or Euroclear to make appropriate entries in their records;

determining the end of the restricted period applicable to each Tranche in the case that the Relevant Clearing System does not determine such period;

arranging on behalf and at the expense of Linde plc and Linde Finance for notices to be communicated to Holders;

ensuring that, as directed by the relevant Issuer (and with prior approval from the Fiscal Agent) where information is required to be provided by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency, except for Pound Sterling, as may be in force from time to time with respect to the Notes to be issued under the Programme;

acting as Calculation Agent in respect of Notes where named as such in the relevant Final Terms and agreed between the relevant Issuer and the Fiscal Agent; and

performing all other obligations and duties imposed upon it by the Conditions and this Agreement and, in relation to each issue of Notes, the Procedures Memorandum.

In relation to each issue of NGNs, the relevant Issuer hereby authorises and instructs the Fiscal Agent to elect CBL or Euroclear as Common Safekeeper. From time to time, the relevant Issuer and the Fiscal Agent may agree to vary this election. The relevant Issuer acknowledges that any such election is subject to the right of CBL and Euroclear to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Fiscal Agent in respect of any such election made by it.

Each of Linde plc and Linde Finance hereby appoint the Paying Agent(s), and each of the Paying Agent(s) hereby agrees to act, as paying agent of the relevant Issuer and (if Linde Finance is the Relevant Issuer) the Guarantor in relation to the Notes, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and, if applicable, the Guarantee, and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. The Relevant Dealer shall transfer the funds according to the deadlines of the Relevant Clearing System applicable to the relevant currency.

The Notes

Each Global Note shall:

be printed or typewritten in substantially the form (duly completed) set out in the relevant Schedule hereto (or in such other form as the relevant Issuer, the Fiscal Agent and the Relevant Dealer shall have agreed);

have attached thereto the Conditions which may consist of (i) the replicated relevant provisions of either Option I or Option II and the completed relevant placeholders in Option I, Option II, as relevant or (ii) Option I or Option II and the relevant Final Terms taken together;

be executed manually by two authorised signatories of the relevant Issuer;

be authenticated manually by or on behalf of the Fiscal Agent;

if the Global Note is an NGN, be effectuated manually by a Common Safekeeper; and

bear a unique serial number (if applicable).

Each of Linde plc and Linde Finance shall promptly notify in writing the Fiscal Agent of any change in the names of the person or persons whose signatures are to be used.

Issuance of Notes

Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (Frankfurt time) on the third Frankfurt business day prior to the proposed Issue Date in relation to each Tranche:

confirm to the Fiscal Agent by telefax or any electronic information system agreed between the Fiscal Agent and the relevant Issuer all such information as the Fiscal Agent may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to authenticate and deliver the Global Note;

(if no standard payment instructions have been given to the Fiscal Agent) designate by telefax or any other form of communication agreed between the Fiscal Agent and the relevant Issuer the account of the relevant Issuer to which payment of the proceeds of issue should be made;

deliver to the Fiscal Agent a copy, duly executed, of the Final Terms; and

deliver to the Fiscal Agent the completed Global Note (in unauthenticated form but executed on behalf of the relevant Issuer) in relation to the relevant Tranche, with the Conditions to be attached to the Global Note (in the case Part I of the Final Terms replicates the relevant provisions of Option I or Option II and completes the relevant placeholders in Option I or Option II , as relevant) or a copy of the Final Terms, duly executed on behalf of the relevant Issuer to be attached by the Fiscal Agent to the Global Note together with the relevant set of the Terms and Conditions of the Notes (in the case Part I of Final Terms only refers to the relevant provisions of Option I or Option II).

On or before 10.00 a.m. (Frankfurt time) on the Frankfurt business day prior to the Issue Date in relation to each Tranche or such other time as may be agreed between the Fiscal Agent and the Relevant Clearing System, the Fiscal Agent shall

authenticate the Global Note;

deliver the Global Note to, or to a depositary for, the Relevant Clearing System (which, in the case of CBL and Euroclear, shall be a specified common depositary) or specified Common Safekeeper (if the Global Note is an NGN), and instruct the Common Safekeeper to effectuate the Global Note (if the same will not bear the original signature of the relevant Issuer, due to its electronic transmission to the Common Safekeeper);

if the Global Note is an NGN, instruct CBL and Euroclear to make the appropriate entries in their records to reflect the initial (in the case of the first Tranche of Notes of any Series) or increased (in the case of a subsequent Tranche of Notes of any Series) outstanding aggregate principal amount of the relevant Series; and

instruct the Relevant Clearing System to credit Notes represented by a Global Note to the Fiscal Agent’s distribution account and to hold each such Note to the order of the relevant Issuer pending delivery to the Relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the relevant Issuer and the Relevant Dealer and notified to the Fiscal Agent) in accordance with the normal procedures of the Relevant Clearing System and, following payment, to credit the Notes represented by such Global Note to such securities account(s) as shall have been notified to the Fiscal Agent by the Relevant
Dealer(s).

The Fiscal Agent shall on the Issue Date in respect of the relevant Tranche and against receipt of funds from the Relevant Dealer(s) transfer the proceeds of issue to the relevant Issuer to the account notified in accordance with sub-clause 4.1 above.

Where the Fiscal Agent delivers any authenticated Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised to destroy the Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note has been effectuated.

Where the Fiscal Agent acts as receiving bank for the relevant Issuer in respect of the proceeds of issue of Notes being issued, if on the relevant Issue Date the Fiscal Agent does not receive the full proceeds of issue in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Fiscal Agent’s distribution account with the Clearing System after such Issue Date, the Fiscal Agent shall:

continue to hold the Defaulted Note to the order of the relevant Issuer;

notify the relevant Issuer forthwith of the non-receipt of the proceeds of issue in respect of the Defaulted Note; and, subsequently,

notify the relevant Issuer forthwith upon receipt of the full proceeds of issue in respect of such Defaulted Note and pay to the relevant Issuer the amounts so received.

The Fiscal Agent shall hold in safe custody all unauthenticated Global Notes delivered to it in accordance with this Clause 4 and shall ensure that the same are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Global Note. The relevant Issuer shall ensure that each of the Fiscal Agent holds sufficient Global Notes to fulfil its respective obligations under this Clause 4. The Fiscal Agent undertakes to notify the relevant Issuer if it holds insufficient Global Notes for such purposes.

The Fiscal Agent is authorised by each Issuer to authenticate such Global Notes as may be required to be authenticated hereunder by the signature of any person duly authorised for the purpose by the Fiscal Agent.

In the event that a person who has signed on behalf of the relevant Issuer any Note not yet issued but held by the Fiscal Agent in accordance with Clause 4.6 ceases to be authorised, the Fiscal Agent shall (unless the relevant Issuer gives written notice to the Fiscal Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Agent) continue to have authority to issue any such Global Notes, and the relevant Issuer hereby warrants to the Fiscal Agent that such Global Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Agent with replacement Global Notes and upon receipt of such replacement Global Notes the Fiscal Agent shall cancel and destroy the Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed.

Subject to the procedures set out in the Procedures Memorandum, for the purposes of this Clause 4 each of the Fiscal Agent is entitled to treat a telephone or telefax communication from a person purporting to be (and who the Fiscal Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Clause 11.7 as sufficient instructions and authority of the relevant Issuer for the Fiscal Agent to act in accordance with this Clause 4.

If the Fiscal Agent, in its discretion, pays an amount (the “Advance”) to the relevant Issuer on the basis that a payment (the “Payment”) has been or will be, received from a Dealer and if the Payment is not received by the Fiscal Agent on the date the Fiscal Agent pays the relevant Issuer, the relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall repay to the Fiscal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment in full of the Advance and receipt in full by the Fiscal Agent of the Payment from the Dealer (at a rate quoted at that time by the Fiscal Agent as its cost of funding the Advance).

Exchange of Notes

prepare, complete and authenticate such Permanent Global Note in accordance with the terms hereof and of such Global Note;

deliver such Permanent Global Note to, or to the depositary for, the Relevant Clearing System which is holding the Temporary Global Note (if such Permanent Global Note is an NGN, to the Common Safekeeper to effectuate the same, as applicable);

instruct the Relevant Clearing System to make all notations on the Global Notes as may be required reflecting the reduction, respectively the increase, of the aggregate principal amount of the respective Global Note; and

in the case of any Global Note which is an NGN, instruct CBL and Euroclear to make appropriate entries in their records to reflect such exchange.

Payments

Each Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall not later than 9 hours (local time in the relevant financial centre of the currency payable which include Japanese yen, New Zealand dollar, Hong Kong dollar and Australian dollar as well as euro) or in case of Pound sterling not later than 10 hours (Frankfurt time) or in case of U.S. dollar, Canadian dollar not later than 15 hours (Frankfurt time) – any other currencies need to be checked with the Fiscal Agent prior to payment – on each date on which any payment in respect of any Note becomes due, transfer to such account as the Fiscal Agent shall specify such amount in the currency in which the relevant payment falls to be made as shall be sufficient for the purposes of such funds being settled through such payment system as the Fiscal Agent and the relevant Issuer may agree. The Fiscal Agent shall not be liable to account for interest on money paid to it by the relevant Issuer. Money held by the Fiscal Agent need not to be segregated except as required by law.

The relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall ensure that not later than 10.00 a.m. (Frankfurt time) on the third Frankfurt business day immediately preceding the date on which any payment is to be made to the Fiscal Agent pursuant to sub-clause 6.1, the Fiscal Agent shall receive an irrevocable payment confirmation from the paying bank of the relevant Issuer.

Subject to the receipt by the Fiscal Agent of the payment as provided in sub-clause 6.1 above, the Fiscal Agent or the relevant Paying Agent shall pay or cause to be paid all amounts due in respect of the Notes on behalf of the relevant Issuer and (if Linde Finance is the Relevant Issuer) the Guarantor in the manner provided in the Conditions. If any payment provided for in sub-clause 6.1 is made late but otherwise in accordance with the provisions of this Agreement, the Fiscal Agent and/or each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment. The Fiscal Agent shall, as soon as reasonably possible on the business day following the due date, notify the relevant Issuer if it has not received such payment from the relevant Issuer.

If the Fiscal Agent has reason to believe that the amounts to be received by the Fiscal Agent pursuant to sub-clause 6.1 will be, or the amounts actually received by it pursuant thereto are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, neither the Fiscal Agent nor any Paying Agent shall be obliged to pay any such claims until the Fiscal Agent, has received the full amount of all such payments.

The Fiscal Agent shall not be obliged to repay any moneys paid to it by an Issuer in respect of any Note or the Guarantor in respect of the Guarantee unless or until claims against the relevant Issuer or the Guarantor in respect of the relevant Notes or the Guarantee are prescribed or the obligation to make the relevant payment ceases in accordance with the Conditions or the terms of the Guarantee. In such event it shall upon the request of the relevant Issuer repay, as soon as practicable, to the relevant Issuer or the Guarantor, as the case may be, such portion of such amount as relates to such claim or payment by paying the same by credit transfer to such account with such bank as the relevant Issuer or the Guarantor may by notice to the Fiscal Agent have specified for this purpose, provided the Fiscal Agent still holds the relevant amount.

If the Fiscal Agent pays any amounts to the Holders or to any Paying Agent at a time when it has not received payment in full in respect of the relevant Notes in accordance with sub-clause 6.1 (the excess of the amounts so paid over the amounts so received being the “Shortfall”), the relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall, in addition to paying amounts due under sub-clause 6.1, pay to the Fiscal Agent on demand interest (at a rate which represents the Fiscal Agent’s cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Fiscal Agent of the Shortfall.

Where Notes are represented by a Global Note, all payments due in respect of such Notes shall be made to, or to the order of, the holder of the Global Note, subject to and in accordance with the provisions of the Global Note and the Conditions.

lf the amount of principal and/or interest then due for payment is not paid in full (otherwise than by reason of a deduction required by law to be made therefrom), the Fiscal Agent to which a Note is presented for the purpose of making such payment shall make a record of such Shortfall on the Note and such record shall, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made.

Miscellaneous Duties of the Fiscal Agent and the Paying Agent(s)

If the Notes of the relevant Tranche are initially represented by a Temporary Global Note the following provisions shall apply in the case that the relevant Clearing System does not determine the Exchange Date on the end of the distribution compliance period:

The Fiscal Agent shall determine the Exchange Date for such Temporary Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche in accordance with the Conditions, the Fiscal Agent shall notify such determination to the relevant Issuer, the Guarantor (if Linde Finance is the Relevant Issuer), the Relevant Dealer and the Clearing System.

In the case of a Tranche in respect of which there is only one Relevant Dealer, the Fiscal Agent will determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Relevant Dealer to the Fiscal Agent as being the date as of which distribution of the Notes of that Tranche was completed.

In the case of a Tranche in respect of which there is more than one Relevant Dealer but which is not issued on a syndicated basis, the Fiscal Agent will determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the Relevant Dealers to the Fiscal Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Relevant Dealer was completed.

In the case of a Tranche issued on a syndicated basis, the Fiscal Agent will determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Fiscal Agent as being the date as of which distribution of the Notes of that Tranche was completed.

Forthwith upon determining the end of the distribution compliance period in respect of any Tranche, the Fiscal Agent shall notify such determination to the relevant Issuer, the Guarantor (if Linde Finance is the Relevant Issuer), the Clearing System and the Relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).

In the case the Notes of the relevant Tranche are to be listed on Euro MTF market of the Luxembourg Stock Exchange or, as the case may be, any further stock exchange and where the rules of such stock exchange require submission of the Final Terms for the listing of such Notes only, the relevant Issuer shall deliver to the Luxembourg Listing Agent a copy of the Final Terms in relation to such Tranche and, in the case Part I of the Final Terms replicates the relevant provisions of Option I or Option II and completes the relevant placeholders in Option I or Option II, as relevant, the Conditions to such stock exchange or the relevant listing agent as agreed between the relevant Issuer and the Relevant Dealer and notified to the Fiscal Agent as soon as practicable but in any event, subject to the timely receipt thereof, not later than the time required by such stock exchange for submission of Final Terms.

The Fiscal Agent shall not have any responsibility in respect of the listing of Notes to be issued under the Programme on any German stock exchange. If in respect of any Tranche of Notes, the applicable Final Terms provide for the listing of such Tranche on a German stock exchange, the Relevant Dealer shall attend to obtaining such listing.

Upon the receipt by the Fiscal Agent of a demand or notice from any Holder in accordance with the Conditions the Fiscal Agent shall forward a copy thereof to the relevant Issuer and (if Linde Finance is the Relevant Issuer) the Guarantor.

On behalf of and at the request and expense of the relevant Issuer the Fiscal Agent shall cause to be published, or delivered to Holders, all notices required to be given by the relevant Issuer or the Guarantor (if Linde Finance is the Relevant Issuer) to the Holders in accordance with the Conditions. The final version of such notices shall be delivered to the Fiscal Agent by e-mail and confirmed by telefax signed by duly authorised signatories:

with respect to notices to be published in a daily newspaper (i) in the United Kingdom not later than 10.00 a.m. on the ninth Frankfurt business day prior to the date of publication, (ii) in the Federal Republic of Germany or Luxembourg not later than 10.00 a.m. on the seventh Frankfurt business day prior to the date of publication, and (iii) in any other country on such date and time as shall be agreed between the relevant Issuer and the Fiscal Agent on a case by case basis;

with respect to notices to be communicated via the Clearing System not later than 10.00 a.m. on the second Frankfurt business day prior to the date of transmission to the Clearing System; and

with respect to notices to be published on the website of the Luxembourg Stock Exchange not later than 10.00 a.m. on the fourth Frankfurt business day prior to the date of publication.

with respect to notices to be published in the Federal Gazette (Bundesanzeiger) not later than 10.00 a.m. on the fifth Frankfurt business day prior to the date of publication;

If the relevant Issuer is, in respect of any payment, required to withhold or deduct any amount for or on account of taxes or duties of whatever nature as specifically contemplated under the Conditions, the relevant Issuer and/or the Guarantor (if Linde Finance is the Relevant Issuer) shall give notice thereof to the Fiscal Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Fiscal Agent such information as either of them shall require to enable it to comply with such requirement. With respect to any withholding or deduction pursuant to § 7 of the Terms and Conditions, the relevant Issuer shall contact the Fiscal Agent first to clarify if and how such requirement could technically be complied with by the Fiscal Agent.

The executed Guarantee shall be deposited with the Fiscal Agent and shall be held in safe custody by it on behalf of the Holders at its Specified Office for the time being. The Fiscal Agent shall upon request issue a certified copy of the Guarantee to a Holder for the purposes set out in Clause 11 of the Guarantee.

The Paying Agent(s) shall hold available for inspection at their Specified Offices during normal business hours copies of all documents required to be so available as provided in the Prospectus, or in relation to any Notes, the Conditions or Final Terms in respect of such Notes, or as may be required by the rules of any stock exchange on which the Notes may be listed.

For the above purposes, the Issuers shall furnish to the Fiscal Agent for distribution among the Paying Agent(s) sufficient copies of each of the relevant documents.

In respect of any Series of Notes that are NGNs, each Paying Agent agrees that if any information that is required by the Fiscal Agent to perform the duties set out in Schedule 2 hereto becomes known to it, it will promptly provide such information to the Fiscal Agent.

Each of the Agents shall severally indemnify Linde plc and Linde Finance against any claim, demand, action, liability, loss or expense (including legal fees and any applicable value added tax) which either of them may incur, as a result or arising out of any negligent or wilful breach by such Agent of its obligations under this Agreement. The indemnification shall continue after the expiry or termination of this Agreement provided that the negligent or wilful breach by such Agent of its obligations under this Agreement occurred before the expiry or termination of this Agreement.

Upon fulfilment of all payment obligations of the relevant Issuer in respect of any Notes, the Fiscal Agent shall procure that the relevant Global Note (other than an NGN intended to be held in a manner, which would allow Eurosystem eligibility) is cancelled and shall deliver a certificate of destruction to the relevant Issuer.

Each Issuer undertakes to notify the Fiscal Agent of any changes in the identity of the Dealers appointed generally in respect of the Programme and the Fiscal Agent agrees to notify the other Paying Agent(s) thereof.

If the presentation period in respect of Notes as specified in Clause 8 of the Conditions of the Notes shall have lapsed and provided that there is no outstanding bona fide and proper claim in respect of any payment in respect of the Notes, the Fiscal Agent shall on demand pay to the relevant Issuer or the Guarantor, as the case may be, sums equivalent to any amounts paid to it by the relevant Issuer or the Guarantor, as the case may be, for the purposes of such payments, provided the Fiscal Agent still holds the relevant amount.

Appointment and Duties of the Calculation Agent

Except for the calculation of the Early Redemption Amount pursuant to § 5[(8)(b)] of Option I of the Terms and Conditions, the Fiscal Agent may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the relevant Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent in respect of a Series if it shall have been named as Calculation Agent in the relevant Final Terms not later than five Frankfurt business days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination and shall not have notified the relevant Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of the relevant Final Terms.

If the Fiscal Agent has agreed, or is deemed to have agreed to act as Calculation Agent, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto.

The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such:

obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions; and

maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the relevant Issuer and the Paying Agent(s).

Notwithstanding any other provision of §3(3) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under §3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the relevant Issuer thereof and the relevant Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the relevant Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so.

Notwithstanding any other provision of §3(3) of Option II the Terms and Conditions, neither the relevant Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Early Redemption of Notes

If the relevant Issuer decides to redeem any Notes for the time being outstanding prior to their Maturity Date in accordance with the Conditions, it shall give notice of such decision to the Fiscal Agent not less than 14 Frankfurt business days before the date on which it will give notice to the Holders in accordance with the Conditions of such redemption in order to enable the Fiscal Agent to undertake its obligations herein and in the Conditions.

lf only some of the Notes are to be redeemed on such date, the Fiscal Agent shall take the required steps for identifying the Notes to be redeemed in accordance with the Conditions.

The Fiscal Agent shall publish the notice required in connection with any such redemption. Such notice shall specify the matters relevant in respect of such redemption in accordance with the provisions of the Conditions. The Fiscal Agent will also notify the other Paying Agent(s) of any date fixed for redemption of any Notes.

The Fiscal Agent will keep a stock of redemption notices (in the form of Schedule 4 attached hereto or in such form as may be agreed between the Issuers and the Fiscal Agent) and will make such notices available on demand to Holders of Notes, the Conditions of which provide for redemption at the option of Holders. The Fiscal Agent shall, upon receipt of any such redemption notice, notify forthwith the relevant Issuer thereof. At the end of each period for the exercise of such option, the Fiscal Agent shall promptly notify the relevant Issuer of the principal amount of Notes together with their securities identification numbers in respect of which such option has been exercised.

Fees and Expenses

The relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall pay to the Fiscal Agent for its own account and for the account of the Paying Agent(s), as long as such Paying Agent(s) belong to the group of companies controlled by the Fiscal Agent, and, in case the Fiscal Agent acts as Calculation Agent, the Calculation Agent, such fees as may have been agreed between them and the Fiscal Agent in respect of the services of such Agents hereunder. The relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall pay to any Calculation Agent such fees as may have been agreed between the relevant Issuer and the Guarantor (if Linde Finance is the Relevant Issuer) and such Calculation Agent in respect of its services hereunder.

The relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall reimburse each Agent for all expenses (including legal fees and any applicable value added tax) properly incurred in connection with its services hereunder.

The relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall pay all stamp, documentary, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable upon or in connection with the execution and delivery of this Agreement and any letters of appointment under which any Agent is appointed as agent hereunder. The Issuers shall indemnify (failing which the Guarantor, if Linde Finance is the Relevant Issuer) each Agent against any claim, demand, action, liability, loss or expense (including legal fees and any applicable value added tax) which it may incur or which may be made against it as a result or arising out of any failure to pay or delay in paying any of the amounts on account of any such documentary and other taxes and duties.

Terms of Appointment

Each of the Agents and (in the case of (b), (d), (e) and (f)) each Calculation Agent may, in connection with its services hereunder:

except as ordered by a court of competent jurisdiction or as required by law, treat the bearer of any Note as the owner thereof and make payments thereon accordingly;

assume that the terms of each Note as issued are correct;

refer any question relating to the ownership of any Note or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any Note to the relevant Issuer for determination by such Issuer and rely upon any determination so made;

rely upon the terms of any notice, communication or other document reasonably believed by it to be genuine;

engage and pay for the advice or services of any lawyers or other experts whose advice or services may to it seem necessary and rely upon any advice so obtained. Such Agent shall be protected and shall incur no liability as against Linde plc or Linde Finance in respect of any action taken, or suffered to be taken, in accordance with such advice and in good faith; and

treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.

In acting hereunder and in connection with the Notes, the Agents shall act solely as agents of Linde plc and Linde Finance and will thereby not assume any obligations towards or relationship of agency or trust for or with any of the Holders.

In acting hereunder and in connection with the Notes, the Agents shall not be liable for the legality, validity or enforceability of any Note.

Each Agent may purchase, hold and dispose of Notes and may enter into any transaction (including, among other transactions, any depositary, trust or agency transaction) with any Holder or with any other party hereto in the same manner as if it had not been appointed as the agent of Linde plc and Linde Finance.

The Issuers (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall indemnify each Agent against any claim, demand, action, liability, loss or expense (including legal fees and any applicable value added tax) which such Agent may incur, otherwise than as a result of or arising out of any negligent or wilful breach by such Agent of its obligations under this Agreement. The indemnification shall continue after the expiry or termination of this Agreement.

The obligations of the Agents hereunder shall be several, and not joint.

Each of the Issuers shall provide the Fiscal Agent with a list of persons authorised to execute documents and take action on its behalf in connection with this Agreement, such list to be signed by two duly authorised signatories of Linde plc and Linde Finance, respectively. Linde plc and Linde Finance shall notify the Fiscal Agent immediately if any of such persons ceases to be so authorised or if any additional person becomes so authorised by notice signed by two duly authorised signatories of Linde plc and Linde Finance, as the case may be.

Warranties and Undertakings

that neither the U.S. Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State, the United Nation Security Council (“UNSC”), the European Union (the “EU”) nor Her Majesty’s Treasury has imposed any sanctions against Linde plc, Linde Finance or, to the best knowledge of Linde plc and Linde Finance, against any of their subsidiaries, directors, or officers, or any of their employees who will act in any capacity in connection with or benefit from the Programme because of the violation of any laws and regulations administered by OFAC, the U.S. Department of State, the UNSC, the EU or Her Majesty’s Treasury, respectively.

that Linde plc and Linde Finance will not use the proceeds from the issuance of Notes under the Programme in violation of any laws and regulations administered by OFAC, the U.S. Department of State, UNSC, the EU and the United Kingdom, respectively.

that Linde plc is a public limited company duly established under the laws of the Republic of Ireland with full power and authority to own its assets and to conduct its business as described in the Prospectus;

that Linde Finance is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) duly incorporated under Dutch law with full power and authority to own its assets and to conduct its business as described in the Prospectus;

that the execution and delivery of this Agreement, have been duly authorised by Linde plc and/or Linde Finance and this Agreement constitutes legal, valid and binding obligations of Linde plc and Linde Finance enforceable in accordance with its terms subject to the laws of bankruptcy and other laws affecting the rights of creditors generally;

that the execution and delivery of this Agreement will not infringe any law or regulation of its jurisdiction of incorporation and are not contrary to the provisions of the constitutional documents of Linde plc and/or Linde Finance and will not result in any violation of the terms of any instrument or agreement to which Linde plc and/or Linde Finance is a party or by which Linde plc and/or Linde Finance or their respective property is bound; and

that all licences, consents, approvals, authorisations, orders and clearances of all regulatory authorities required by the relevant Issuer and/or the Guarantor for or in connection with the execution and delivery of, and compliance with the terms of, this Agreement have been obtained and are in full force and effect.

Know-your Customer

Changes in Agents

The Fiscal Agent may (subject as provided in sub-clause 14.3 below) at any time resign as Fiscal Agent by giving at least 45 days’ written notice to Linde plc and Linde Finance of such intention on its part, specifying the date on which its desired resignation shall become effective.

The Fiscal Agent may (subject as provided in sub-clause 14.3 below) be removed at any time by Linde plc and Linde Finance on at least 45 days’ notice by the filing with it of an instrument in writing signed on behalf of Linde plc and Linde Finance specifying such removal and the date when it shall become effective.

Any resignation under sub-clause 14.1 or removal under sub-clauses 14.2 or 14.4 shall only take effect upon the appointment by Linde plc and Linde Finance as hereinafter provided, of a successor Fiscal Agent and (other than in cases of insolvency of the Fiscal Agent) on the expiry of the notice to be given under Clause 14. Linde plc and Linde Finance agree with the Fiscal Agent that if, by the day falling ten days before the expiry of any notice under sub-clause 14.1, Linde plc and Linde Finance have not appointed a successor Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf of Linde plc and Linde Finance, to appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which Linde plc and Linde Finance shall approve (such approval not to be unreasonably withheld or delayed).

In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by Linde plc and Linde Finance by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 15, the Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder.

Subject to the applicable provisions of the Conditions, Linde plc and Linde Finance may, after prior consultation with the Fiscal Agent, terminate the appointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agent(s) or Calculation Agent by giving to the Fiscal Agent, and to the relevant Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent).

Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving Linde plc and Linde Finance and the Fiscal Agent at least 45 days’ written notice to that effect.

Upon its resignation or removal becoming effective, the Fiscal Agent:

shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 7.7, 7.8, 7.9 and 16 and all Notes surrendered and not yet destroyed to the successor Fiscal Agent hereunder; and

shall be entitled to the payment by Linde plc and Linde Finance of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 10.

Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and any new Paying Agent shall, without further act, become vested with all the rights, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder.

lf the Fiscal Agent or any Paying Agent or Calculation Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same country, obtained the prior written approval of Linde plc and Linde Finance thereto) give to Linde plc and Linde Finance and (if applicable) the Fiscal Agent written notice of such determination giving the address of the new Specified Office which shall be in the same country and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Fiscal Agent (on behalf of the Issuers (failing which the Guarantor, if Linde Finance is the Relevant Issuer)) shall within 15 days of receipt of such notice (unless the appointment of the Fiscal Agent or the Paying Agent or Calculation Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof to the Holders in accordance with the Conditions.

Merger and Consolidation

Notification of Changes in Agents

Communication between the Parties

Taxes and Stamp Duties

Power of Attorney

Notices and Communications

All notices and communications under this Agreement shall be by letter or telefax, posted or delivered by hand, or (but only where specifically provided in the Procedures Memorandum) by telephone. Each notice or communication shall be given as follows or in any other form of communication agreed between the parties:

if to Linde plc, at:

if to Linde Finance, at:

if to the Fiscal Agent, at:

if to the Paying Agent, at:

if to the Calculation Agent where the Fiscal Agent is the Calculation Agent, at:

if to the Calculation Agent where the Fiscal Agent is not the Calculation Agent to it at the address, telefax number or telephone number, specified by notice to the other parties hereto at or about the time of its appointment as agent of each of the Issuers.

Every notice or communication sent in accordance with sub-clause 20.1.1 shall be effective as follows:

Letter or Telefax: if sent by letter or telefax, upon receipt by the addressee;

Telephone: if made on the telephone, upon being made.

Governing Law, Place of Jurisdiction and Process Agent

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, German law.

Any action or other legal proceedings (“Proceedings”) arising out of or in connection with this Agreement shall be brought in the District Court (Landgericht) in Frankfurt am Main.

Severability and Partial Invalidity

Amendment

Counterparts

Dieser Absatz ist entbehrlich, wenn die Schuldverschreibungen eine ursprüngliche Laufzeit von einem Jahr oder weniger haben.

Sofern nicht anwendbar, streichen.

Einzufügen im Falle von TEFRA D und falls die Globalurkunde bei CBF eingeliefert wird.

Dieser Absatz und Anhang A sowie Anhang B entfallen, wenn die Globalurkunde eine NGN ist.

Wie in § 1 der Bedingungen definiert.

Einzufügen, wenn die Globalurkunde eine NGN ist.

Tilgungstag

Gesamtbetrag

des zahlbaren Kapitalbetrages

Gezahlter

Kapitalbetrag

Verbleibender
Gesamtnennbetrag
dieser
Globalurkunde
nach Zahlung

Bestätigung der

Zahlung durch

oder für die

Emittentin

Tag des Kaufs und der

Entwertung

Betrag des Kaufs und

der Entwertung

Verbleibender

Gesamtnennbetrag

dieser Globalurkunde

nach Kauf und

Entwertung

Bestätigung des

Kaufs und der

Entwertung durch

oder für die Emittentin

Datum

Nennbetrag, der gegen

Dauerglobalurkunde(en)

ausgetauscht wurde

Verbleibender

Gesamtnennbetrag

nach erfolgtem

Austausch

Vermerk namens der
Emittentin

To be dated not earlier than the Exchange Date.

To be dated not earlier than the relevant interest payment date.

To be dated not earlier than fifteen days before the Exchange Date or, as the case may be, the relevant interest payment date.

This legend is not required in case of Notes with a maturity of one year or less.

Delete if not applicable.

To be inserted in the case of TEFRA D and if the Global Note will be deposited with CBF.

This legend as well as Annex A and Annex B are not applicable in case of a Global Note which is an NGN.

As defined in § 1 of the Conditions.

To be inserted in case of a Global Note which is an NGN.

Date of

redemption

Total amount of

principal payable

Amount of

principal paid

Remaining
aggregate
principal amount
of this Global
Note following
such redemption

Confirmation of

redemption by or

on behalf of the

Issuer

Date of purchase and

cancellation

Part of aggregate

principal amount of

this Global Note

purchased and

cancelled

Remaining aggregate

principal amount of

this Global Note

following such

purchase and

cancellation

Confirmation of

purchase and

cancellation by or on

behalf of the Issuer

Date

Principal amount

exchanged for

Permanent Global

Note(s)

Remaining aggregate

principal amount

following such

exchange

Notation made on

behalf of the Issuer

The Fiscal Agent will inform each of Euroclear and CBL (the “ICSDs”), through the common service provider appointed by the ICSDs to service the Notes (the “CSP”), of the initial issue outstanding amount (“IOA”) for each Tranche on or prior to the relevant Issue Date.

If any event occurs that requires a ▇▇▇▇ up or ▇▇▇▇ down of the records which an ICSD holds for its customers to reflect such customers’ interest in the Notes, the Fiscal Agent will (to the extent known to it) as soon as practicable provide details of the amount of such ▇▇▇▇ up or ▇▇▇▇ down, together with a description of the event that requires it, to the ICSDs (through the CSP) to ensure that the IOA of the Notes remains at all times accurate.

The Fiscal Agent will regularly reconcile its record of the IOA of the Notes with information received from the ICSDs (through the CSP) with respect to the IOA maintained by the ICSDs for the Notes and will as soon as practicable inform the ICSDs (through the CSP) of any discrepancies.

The Fiscal Agent will as soon as practicable assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of the Notes.

The Fiscal Agent will as soon as practicable provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).

The Fiscal Agent will (to the extent known to it) as soon as practicable provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes.

The Fiscal Agent will (to the extent known to it) as soon as practicable provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Notes.

The Fiscal Agent will as soon as practicable pass on to the relevant Issuer all communications it receives from the ICSDs directly or through the CSP relating to the Notes.

The Fiscal Agent will (to the extent known to it) as soon as practicable notify the ICSDs (through the CSP) of any failure by the relevant Issuer to make any payment or delivery due under the Notes when due.

Taunusanlage 12

60325 Frankfurt am Main

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇

Title: Managing Director

/s/ ▇▇▇▇▇ ▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇

Title: Assistant Vice President

Name: ▇▇▇▇▇▇ ▇▇▇▇▇

Title: Vice President