ITEM 5.07 Submission of Matters to a Vote of Security Holders
A Court Meeting of Shareholders ("Court Meeting") and an Extraordinary General
Meeting of Shareholders ("EGM") of
The total number of shares outstanding and entitled to vote at the Court Meeting and the EGM was 492,532,997. The total number of shares that were present or represented by proxy at: (1) the Court Meeting was 382,537,202 which was approximately 77.65% of the shares outstanding and entitled to vote and which constituted a quorum; and (2) the EGM was 395,547,280, which was approximately 80.30% of the shares outstanding and entitled to vote and which constituted a quorum .
The final voting results of the items submitted to a vote of the shareholders are set forth below.
COURT MEETING Sole Proposal
Shareholders approved by the votes set forth below, the Scheme of Arrangement
under Irish law in its original form or with or subject to any modification(s),
addition(s) or condition(s) approved or imposed by the
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 358,219,545 22,946,972 1,370,685 0 (93.97% of votes cast) (6.0% of votes cast)
Number of Shareholders of Record voting in person or by proxy:
Number Voted For Number Voted Against Number Abstained Broker Non-Votes 1,200 48 35 N/A EXTRAORDINARY GENERAL MEETING Proposal 1
Shareholders approved by the votes set forth below, the Scheme of Arrangement
under Irish law in its original form or with or subject to any modification(s),
addition(s) or condition(s) approved or imposed by the
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 368,961,129 25,244,009 1,342,142 0 (93.59% of votes cast) (6.4% of votes cast) Proposal 2
Shareholders approved by the votes set forth below, subject to the Scheme becoming effective, an amendment to the articles of association of Linde, which are part of the Linde Constitution, referred to as the "Articles," in respect of certain mechanics to effect the Scheme.
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 368,963,658 25,182,656 1,400,966 0 (93.61% of votes cast) (6.37% of votes cast)
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Proposal 3
Shareholders approved by the votes set forth below, the Common Draft Terms of Merger, whereupon and assuming the other conditions to the merger are satisfied, Linde would be merged with and into New Linde, with New Linde surviving the merger.
Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 369,013,572 25,181,172 1,352,536 0 (93.61% of votes cast) (6.37% of votes cast)
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