Linde : Notice of 2021 Annual General Meeting of Shareholders and Proxy Statement

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A Message from

Our Chairman

Dear fellow shareholders,

On behalf of Linde's entire Board of Directors, I am pleased to invite you to the 2021 Annual General Meeting of Shareholders ("AGM") of Linde plc ("Linde" or the "Company").

COVID-19 Pandemic

Since the Covid-19 pandemic began last year, the Board of Directors has actively monitored ongoing developments, including receiving updates from management at every Board meeting regarding the impact of the pandemic on the Company, its employees, and the communities in which we operate. Given the current state of affairs, we must continue to adhere to health and safety protocols at this time. Therefore, as we did last year, Linde will hold the 2021 AGM in a virtual meeting format, with an in-person meeting in Ireland, which is subject to change. The accompanying Notice of the AGM and the proxy statement provide more details regarding potential contingencies and alternatives for the in- person AGM in Ireland.

Director Retirements and New Director Recruitment.

Under the Board's Director Retirement Policy, five directors will retire from the Board in 2022. Therefore, during 2020, the Governance and Nomination Committee began a comprehensive process to plan for the director retirements and for Board refreshment through the recruitment of new directors to join the Board. The Committee engaged the services of an international recruitment firm and directed that the search be conducted based upon criteria developed and approved by the Committee. These include the key elements of Board diversity contained in our Corporate Governance Guidelines. The process is ongoing, and the Committee expects to be able to successfully recruit directors to join the Board no later than 2022.

Other 2020 Key Board Actions

The Board and its committees undertook the following key actions during 2020:

• Exercised oversight of the Company's capital allocation strategy, with a focus on investment for future growth and appropriate shareholder distribution levels. This included a 10% increase in the 2021 cash dividend, a new $5 billion stock repurchase program (approved in January 2021), and the approval of large capital projects that will provide future revenue streams.
• Conducted the annual enterprise risk assessment and multiple strategic business reviews throughout the year.
• Undertook talent reviews and senior management succession planning, and appointed Sanjiv Lamba as the Company's first Chief Operating Officer.

Environmental and Social Responsibility

Sustainability and overall corporate social responsibility are important to Linde and its investors, and, these will remain primary areas of focus for the Board. The Board and its committees are actively involved in providing oversight and counsel to management on these matters, including reviewing the Company's clean hydrogen strategy and monitoring progress against our targets for the reduction of greenhouse gas emissions. As a steward of sustainability, we look forward to playing an active role in the transition to clean energy. I encourage you to read our Sustainable Development Report available on Linde's website.

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

Regards,

Wolfgang Reitzle

Chairman of the Board

Table of Contents
Notice of 2021 Annual General Meeting of Shareholders	1
Proxy Statement Highlights ..................................................................................................................................	3
Proposals ..................................................................................................................................................	3
2020 Business Performance Highlights....................................................................................................	5
Board and Governance Highlights............................................................................................................	7
Compensation Highlights..........................................................................................................................	9
Corporate Governance and Board Matters .........................................................................................................	10
Linde's Corporate Governance Framework..............................................................................................	10
Board Committees ....................................................................................................................................	18
Director Compensation .............................................................................................................................	21
Director Nominees ....................................................................................................................................	23
Proposal 1: Re-appointmentof Directors............................................................................................................	36
Audit Matters ..........................................................................................................................................................	37
Independent Auditor Selection Process ...................................................................................................	37
Auditor Independence...............................................................................................................................	38
Fees Paid to the Independent Auditor ......................................................................................................	39
Audit Committee Report ...........................................................................................................................	40
Proposal 2a: Non-Binding Ratification of the Appointment of the Independent Auditor...............................	41
Proposal 2b: Authorization of the Board to Determine the Auditor's Remuneration.....................................	41
Executive Compensation Matters ........................................................................................................................	42
Report of the Compensation Committee ..................................................................................................	42
Compensation Discussion and Analysis...................................................................................................	42
Executive Compensation Tables ..............................................................................................................	59
Table 1: Summary Compensation ...................................................................................................	59
Table 2: Grants of Plan-Based Awards ...........................................................................................	61
Table 3: Outstanding Equity Awards at Fiscal Year-End ................................................................	62
Table 4: Option Exercises and Stock Vested ..................................................................................	63
Table 5: Pension Benefits................................................................................................................	64
Table 6: Nonqualified Deferred Compensation ...............................................................................	68
Severance and Other Change-In Control Benefits ...................................................................................	70
Table 7: Amounts Potentially Payable upon Termination ...............................................................	71
CEO Pay Ratio..........................................................................................................................................	76
Proposal 3: Advisory and Non-Binding Vote on Named Executive Officer Compensation...........................	77
Proposal 4: Advisory and Non-Binding Vote on the Directors' Remuneration Policy ..................................	78
Proposal 5: Advisory and Non-Binding Vote on the Directors' Remuneration Report ..................................	79
Proposal 6: Approval of the 2021 Linde plc Long Term Incentive Plan ...........................................................	80
Proposal 7: Determination of Price Range for Re-allotment of Treasury Shares ...........................................	90
Information on Share Ownership .........................................................................................................................	91
Information About the Annual General Meeting and Voting .............................................................................	92
General Information ..................................................................................................................................	92
Miscellaneous ...........................................................................................................................................	98
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Appendix 1: Linde plc Directors' Remuneration Policy.....................................................................................
	2-1
Appendix 2: Linde plc Directors' Remuneration Report....................................................................................
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Appendix 3: 2021 Linde plc Long Term Incentive Plan......................................................................................

Notice of 2021 Annual General Meeting of Shareholders

Dear Shareholder:

The Annual General Meeting ("AGM") of Shareholders of Linde plc ("Linde" or the "Company") will be held at 1:00 PM Irish time (8:00 AM Eastern Daylight Time in the U.S.) on Monday, July 26, 2021 by: (a) a VIRTUAL meeting format accessible at www.virtualshareholdermeeting.com/LIN2021 that all shareholders are urged to participate in to support the health and safety of the Company's shareholders, employees, directors and others in light of the ongoing effects of the COVID-19pandemic; and (b) through an in-person meeting format, as required by Irish law, at the offices of Arthur

Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland. However, as discussed below, this in- person meeting format will be subject to COVID-19safety guidelines and legislation in effect in Ireland at the date of the AGM, which may result in the cancellation of the in-personmeeting format and/or significant attendance restrictions.

The AGM will be held for the following purposes:

1. By separate resolutions, to re-appoint the twelve director nominees described in the proxy statement.
2. To (a) ratify, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers
   ("PwC") as independent auditor of the Company and (b) to authorize the Board, acting through the Audit Committee, to determine PwC's remuneration.
3. To approve, on an advisory and non-binding basis, the compensation of the Company's named executive officers as required under applicable U.S. law and U.S. Securities and Exchange Commission rules.
4. To approve, on an advisory and non-binding basis, a Directors' Remuneration Policy as required under Irish law.
5. To approve, on an advisory and non-binding basis, the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set forth in the Company's IFRS Annual Report for the financial year ended December 31, 2020, as required under Irish law.
6. To approve the 2021 Linde plc Long Term Incentive Plan.
7. To determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law.
8. To conduct such other business as may properly come before the meeting.

Potential Impact of the COVID-19 Pandemic on the Annual General Meeting

Linde is monitoring coronavirus (COVID-19) developments and the related recommendations and protocols issued by public health authorities in Ireland and the Irish legal requirements for holding an in-person meeting. The health and well-being of Linde's shareholders is a high priority. If the Company determines that it is not possible or advisable to hold the AGM in person, or if

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Irish law permits the AGM to be held in a virtual format only, Linde will announce alternative arrangements for the in-person meeting format in Ireland, which may include a change in the meeting location and/or cancelling the in-person meeting and holding the meeting solely by means of remote electronic communication. Linde will announce any such change and the details on how to participate by press release, which will be available on Linde's website at https://www.linde.com/news-media/press-releasesand filed with the Securities and Exchange Commission as additional proxy materials. If you are planning to attend the in-person meeting in Ireland, please check the website prior to the meeting date.

This Proxy Statement and a form of proxy are being distributed to shareholders on or about April 29, 2021. Only holders of record of Linde ordinary shares at the close of business on April 28, 2021 will be entitled to notice of the meeting or any adjournment or postponement thereof. Pursuant to section 1105(2) of the Irish Companies Act 2014, only holders of record of Linde ordinary shares at 1:00 p.m. Irish time on July 24, 2021 will be entitled to attend, speak, ask questions and vote at the meeting in respect of the number of shares registered in their name at that time.

It is important that your shares be represented and voted at the meeting. Any shareholder entitled to attend, speak, ask questions and vote at the meeting, may exercise his or her right to vote by appointing a proxy or proxies to attend and vote on his or her behalf. A shareholder may appoint the persons named in the proxy card provided or another person, who need not be a shareholder of the Company, as a proxy, by electronic means or in writing, to vote some or all of their shares. Appointment of a proxy does not preclude members from attending, speaking and asking questions at the meeting should they subsequently wish to do so. Please note that proxies may be required to provide identification to attend the meeting.

Whether or not you expect to attend the AGM virtually or in person, please promptly provide your proxy either online or by telephone, as further explained in the accompanying proxy statement, or by filling in, signing, dating and promptly mailing a proxy card. We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under "Information About the Annual General Meeting and Voting" on page 92 of the proxy statement.

Please be aware that, if you own shares in a brokerage account, you must instruct your broker on how to vote your shares. Without your instructions, New York Stock Exchange rules do not allow your broker to vote your shares on any of the proposals except those identified herein. Please exercise your right as a shareholder to vote on all proposals, including the re-appointment of the director nominees, by instructing your broker by proxy.

By Order of The Board of Directors

Prof. Dr. Wolfgang H. Reitzle,

Chairman of the Board

April 29, 2021

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