LIN Linde PLC

LINDE PLC (the “Issuer”);

DEUTSCHE BANK AKTIENGESELLSCHAFT (“Deutsche Bank” or the “Arranger”);

BOFA SECURITIES EUROPE SA, CITIGROUP GLOBAL MARKETS LIMITED, DEUTSCHE BANK AKTIENGESELLSCHAFT, HSBC BANK PLC, J.P. MORGAN SE, MIZUHO SECURITIES EUROPE GMBH, SOCIÉTÉ GÉNÉRALE, TD GLOBAL FINANCE UNLIMITED COMPANY, THE TORONTO-DOMINION BANK, UBS AG LONDON BRANCH and UNICREDIT BANK GMBH (each a “Dealer” and together, the “Dealers”, which expression shall include any new dealer appointed in accordance with Clause 11 and shall exclude any entity whose appointment has been terminated pursuant to Clause 10).

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 606357. Linde plc is the parent company of the Group (as defined below).

On 18 January 2023, the shareholders of the predecessor of the Issuer (also named Linde plc and referred to herein as the “Legacy Holding Company”) approved the Legacy Holding Company’s proposal for an intercompany reorganization that resulted in the delisting of the Legacy Holding Company’s ordinary shares from the Frankfurt Stock Exchange, on 1 March 2023, after the completion of legal and regulatory approvals. In connection with the closing of the intercompany reorganization on 1 March 2023, the Issuer assumed by operation of law all obligations of the Legacy Holding Company and shareholders automatically received one share of the new holding company, listed on the New York Stock Exchange in exchange for each share in the Legacy Holding Company that was previously owned (the “Reorganization”). The Issuer as the new holding company of the Group is also named “Linde plc” and trades under the existing ticker LIN. On 6 November 2023, the Issuer transferred the listing of its ordinary shares from the New York Stock Exchange to the Nasdaq Stock Market.

All references to “the Issuer” or “Linde plc” in this Agreement in relation to events or circumstances prior to 1 March 2023 (being the effective date of the Reorganization) are references to the Legacy Holding Company as legal predecessor of the Issuer.

On 11 May 2020, the Legacy Holding Company established a debt issuance programme to issue from time to time bearer notes in an aggregate nominal amount outstanding at any one time not exceeding a specified programme limit (the “Programme”). Following the Reorganization, the Programme will now be continued by the Issuer as legal successor of the Legacy Holding Company.

The Issuer has decided to increase the amount of the Programme from EUR 10,000,000,000 to EUR 15,000,000,000.

In connection with the Programme, the Issuer, the Arranger and the Dealers entered into a dealer agreement (as amended and restated on 4 May 2023, the “Original Dealer Agreement”).

The Issuer, the Arranger and the Dealers now wish to record the agreement to amend and replace the Original Dealer Agreement by this amended and restated dealer agreement (the “Dealer Agreement” or the “Agreement”).

In connection with the Programme, the Issuer will also enter into an amended and restated agency agreement, dated 8 May 2024 (such agreement amended from time to time the “Agency Agreement”) and made between Linde plc and Deutsche Bank Aktiengesellschaft as Fiscal Agent and Paying Agent.

Definitions and Interpretation

Definitions. In this Agreement:

in respect of the appointment of a third party as a Dealer for the duration of the Programme, the Confirmation Letter substantially in the form set out in Part II of Schedule 3 hereto; and

in respect of the appointment of a third party as a Dealer for one or more particular issue(s) of Notes under the Programme, the Confirmation Letter substantially in the form set out in Part IV of Schedule 3 thereto;

in respect of the appointment of a third party as a Dealer for the duration of the Programme, the Dealer Accession Letter substantially in the form set out in Part I of Schedule 3 hereto; and

in respect of the appointment of a third party as a Dealer for one or more particular issue(s) of Notes under the Programme, the Dealer Accession Letter substantially in the form set out in Part III of Schedule 3 hereto;

Expressions. Expressions defined in the Agency Agreement and in the sets of terms and conditions of the Notes as set out in the Prospectus 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 an agreement, instrument or other document (including this Agreement, the Agency Agreement, any Series of Notes and any Conditions appertaining thereto) shall be construed as a reference to that agreement, instrument or document as the same may be amended, modified, varied, supplemented or replaced from time to time, including this Agreement as supplemented by any Subscription Agreement.

Agreements to Issue and Purchase

Issue and Purchase of Notes. The Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes.

Delivery of Notes and Payment of Net Issue Proceeds. On each occasion upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by such Dealer of one or more Notes:

Delivery of Notes: the Issuer shall cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to

if the Relevant Clearing System is CBF, to CBF, or

if the Relevant Clearing System is CBL and Euroclear

to a common depositary for CBL and Euroclear, or

in the case of NGNs, to a Common Safekeeper; and

Payment of Net Issue Proceeds: the Relevant Dealer shall, on a delivery against payment basis (unless otherwise agreed), cause the payment of the net subscription moneys (namely the agreed issue or sale price for the Notes plus any accrued interest and less any agreed commissions, concessions or other agreed deductions) to or to the order of the Issuer by credit transfer to such account as may have been specified by the Issuer to the Relevant Dealer for such purpose.

Liability of Dealers Several and Not Joint: Where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes pursuant to this Clause, the obligations of such Dealers to purchase the Notes shall be several and not joint.

Subscription Agreement. Where the Issuer agrees with two or more Dealers to issue, and such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only.

Procedures Memorandum. The procedures which apply to issues of Notes not to be subscribed pursuant to a Subscription Agreement are set out in Part I of the Procedures Memorandum. The procedures which apply to issues of Notes to be subscribed pursuant to a Subscription Agreement are set out in Part II of the Procedures Memorandum.

Restrictions Relating to Certain Currencies. Any issue of Notes denominated in a currency in respect of which particular laws, regulations, guidelines, restrictions and reporting requirements apply will only be issued in circumstances which comply with such laws, regulations, guidelines, restrictions and reporting requirements from time to time.

Conditions of Issue, Updating of Legal Opinions

First Issue. Before the Issuer reaches its first agreement with any Dealer for the issue and purchase of Notes, each Dealer shall have received, and found satisfactory, all of the documents and confirmations described in the Documentation List. Any Dealer must notify Deutsche Bank and the Issuer within seven Frankfurt am Main business days of receipt of the documents and confirmations described in the Documentation List if it considers any to be unsatisfactory.

Each Issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made pursuant to Clause 2 are conditional upon:

No Material Adverse Change: there having been, as at the proposed Issue Date, no adverse change from that set forth in the Prospectus on the relevant Agreement Date in the condition (financial or otherwise) of the Issuer and the Group which, in any case, is material in the context of the issue and offering of the Notes;

No Breach of Obligations: there being no outstanding breach of any of the obligations of the Issuer under this Agreement, any relevant Subscription Agreement, any Notes or the Agency Agreement which has not been waived by the Dealer on or prior to the proposed Issue Date;

Accuracy of Warranties: the accuracy as of the Agreement Date and the Issue Date, of the warranties set out in Clause 4 or in any relevant Subscription Agreement, and there having been no event rendering inaccurate any of such warranties of the Issuer with reference to the facts and circumstances then subsisting;

Programme Amount: subject to Clause 12, the aggregate principal amount of the Notes to be issued, when added to the aggregate principal amount of all Notes outstanding on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on such Issue Date) not exceeding the Programme Amount or its equivalent in other currencies as determined pursuant to Clause 3.5;

Listing: in the case of Notes which are intended to be listed on any Stock Exchange, all necessary steps having been taken by the Issuer to qualify the Notes for listing or to obtain the listing of such Notes and the Relevant Dealer being satisfied that such listing will be granted by the relevant Stock Exchange on or shortly after the Issue Date for such Notes;

Force Majeure: there having been, between the Agreement Date and the Issue Date for such Notes, in the reasonable opinion of the Relevant Dealer no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable opinion of the Relevant Dealer be likely to either prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market;

Ratings: there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of any of the debt securities of the Issuer by Moody’s Investors Service, Inc., S&P Global Ratings Europe Limited, their respective affiliates or any other rating agency instructed by the Issuer which has assigned a rating to the Issuer or its debt securities and no public announcement that any such organisation has under surveillance or review with negative implications its rating of any of the debt securities of the Issuer, provided that such downgrading or public announcement is, in the reasonable opinion of the Relevant Dealer, likely to prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market;

Documents Agreed: the relevant form of the Final Terms, the Temporary Global Note, the Permanent Global Note, the legal opinions (in the circumstances of Clause 3.4 below), and the comfort letter of the Issuer in the circumstances of Clause 5.7 below, as the case may be, in relation to the Tranche of Notes and the respective settlement procedures having been agreed by the Issuer, the Relevant Dealer and the Fiscal Agent;

Currency Accepted: the relevant currency being accepted for settlement by the Relevant Clearing System;

Calculations: any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made;

Approval, Filing, Publication: in the case of Notes which are intended to be listed on the Euro MTF Market, the Prospectus (except for the relevant Final Terms in relation to each Tranche of Notes) being approved by the Luxembourg Stock Exchange and having been published in accordance with the requirements of the Luxembourg Prospectus Law and any other applicable law and the relevant Final Terms having been filed with the Luxembourg Stock Exchange;

No Supplement required: in the case of Notes which are intended to be listed on the Euro MTF Market, (i) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which is capable of affecting the assessment of the Notes which are intended to be listed or (ii) if there is such significant new factor, material mistake or material inaccuracy, a supplement to the Prospectus having been approved by the Luxembourg Stock Exchange and having been published in accordance with the requirements of the Luxembourg Prospectus Law and any other applicable law; and

Confirmation of the decision of the Chief Financial Officer (Finanzvorstand) of Linde plc: there having been delivered on or prior to the Issue Date the confirmation by an authorised signatory regarding the decision of the Chief Financial Officer (Finanzvorstand) of Linde plc authorising the respective issue of Notes (hereby acting on the basis of a resolution of the Board of Executive Directors (Vorstand) of Linde plc).

Waiver. Any Dealer, on behalf of itself only, may by notice in writing to the Issuer waive any of the conditions precedent contained in Clauses 3.1 and 3.2 (save for the condition precedent contained in Clause 3.2.4) in so far as they relate to an issue of Notes to that Dealer.

Updating of Legal Opinions. On each occasion on which the Prospectus is updated or supplemented pursuant to Clause 5.2, the Issuer shall procure that legal opinions in such form and with such content as the Dealers may reasonably require, is delivered, at the expense of the Issuer, to the Dealers from legal advisers in the jurisdiction of the Issuer. In addition, on such other occasions as a Dealer reasonably so requests, the Issuer will procure that a legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the

Determination of Programme Amount. For the purposes of Clause 3.2.4:

General: the euro equivalent of the aggregate principal amount of the Notes denominated in a currency other than euro shall be calculated by the Fiscal Agent on the basis of the reference rate as obtained by the Fiscal Agent for the sale of euro against the purchase of the relevant currency on the relevant day of calculation; and

Zero Coupon Notes: the euro equivalent of Zero-Coupon Notes issued at a discount shall be calculated in the manner specified above by reference to the net proceeds received by the Issuer for the relevant issue.

Warranties

Warranties. As at the date of this Agreement, the Issuer hereby warrants to the Dealers and each of them as follows that:

Financial Statements: the most recently published audited consolidated annual financial statements of the Issuer and its consolidated subsidiaries as well as any interim financial statements, if any, published subsequently thereto were prepared in accordance with the accounting principles generally accepted in United States of America consistently applied and they give a true and fair view of the financial condition of the Issuer and its consolidated subsidiaries as at the date to which they were prepared (the “Relevant Date”) and of the results of the operations of the Issuer and its consolidated subsidiaries for the financial year or financial period ended on the Relevant Date and that there has been no material adverse change or any development likely to result in a future material adverse change in the condition (financial or otherwise) of the Issuer and its consolidated subsidiaries taken as a whole since the Relevant Date except as disclosed in the Prospectus;

Prospectus: (i) the Prospectus contains all information which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the rights attaching to the Notes and all information which is material in the context of the Programme and the issue and offering of Notes thereunder, (ii) the information contained in the Prospectus with respect to the Issuer and the Notes is accurate and complete in all material respects and is not misleading, (iii) the opinions and intentions expressed therein with respect to the Issuer and the Notes are honestly held, (iv) there are no other facts with respect to the Issuer or the Notes the omission of which would make the Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect and that the Issuer has made all reasonable enquiries to ascertain all facts material for the purposes aforesaid;

Publication of Prospectus: on or before the first Agreement Date, the Prospectus will have been published in accordance with the requirements of the Luxembourg Prospectus Law;

Incorporation of the Issuer: 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;

Agreements Valid: the issue of Notes and the execution and delivery of this Agreement and the Agency Agreement by the Issuer have been duly authorised by the Issuer and, in the case of this Agreement and the Agency Agreement constitute, and, in the case of Notes, upon due execution, authentication, effectuation (if applicable), issue and delivery in accordance with the Agency Agreement will constitute, legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms subject to the laws of bankruptcy and other laws affecting the rights of creditors generally;

No Infringement or Violation: the establishment of the Programme, the execution and delivery of this Agreement and the Agency Agreement, the issue, offering and distribution of Notes and the performance of the terms of any Notes, this Agreement and/or the Agency 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 the Issuer and will not result in any violation of the terms of any instrument or agreement to which the Issuer is a party or by which the Issuer or its respective property is bound;

No Event of Default: no Event of Default or event which with the giving of notice or lapse of time or other condition would constitute an Event of Default is subsisting in relation to any outstanding Note and no event has occurred which would constitute (after an issue of Notes) an Event of Default thereunder or which with the giving of notice or lapse of time or other condition would (after an issue of Notes) constitute such an Event of Default;

Proceedings: other than as set forth in the Prospectus, the Issuer is not engaged (whether as defendant or otherwise) in, nor has the Issuer knowledge of the existence of, or any threat (Androhung) of, any legal, arbitration, administrative or other proceedings the result of which relates to claims or amounts which might be material in the context of the Programme and/or the issue and offering of Notes thereunder or which might have or have had a material adverse effect on the financial position or operations of the Issuer or the Group;

Approvals in Effect: all licences, consents, approvals, authorisations, orders and clearances of all regulatory authorities required by the Issuer for or in connection with the creation and offering of Notes under the Programme, the execution and issue of, and compliance by the Issuer with the terms of Notes issued under the Programme and the execution and delivery of, and compliance with the terms of, this Agreement and the Agency Agreement have been obtained and are in full force and effect;

Programme Amount: as of the Issue Date for the sale of such Notes, after giving effect to the issuance of such Notes and of any other Notes to be issued by the Issuer, and to the redemption of Notes to be redeemed by the Issuer, on or prior to such Issue Date, the aggregate principal amount of Notes issued by the Issuer outstanding will not exceed the Programme Amount;

Directed Selling Efforts: neither the Issuer nor any of its affiliates (as defined in Rule 405 under the Securities Act) nor any persons acting on its behalf or any such affiliate’s behalf (other than the Dealers, as to whom no representation or warranty is made) have engaged or will engage in any directed selling efforts within the meaning of Rule 903 of Regulation S under the Securities Act with respect to the Notes;

Offering Restrictions: in respect of any issue of Notes under the Programme, the Issuer and each of its respective affiliates (as defined in Rule 405 under the Securities Act), and any person (other than the Dealers, as to whom no representation or warranty is made) acting on behalf of any of the foregoing persons have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act;

Ranking of Notes: any Notes will be unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain debts required to be preferred by law) equally with all other unsecured and unsubordinated obligations of the Issuer from time to time outstanding;

Authorised representatives: that the persons named in the list referred to in paragraph 4 of the Documentation List (as such list may be amended from time to time by notice in writing in accordance with Clause 5.6) are authorised to represent the Issuer in respect of the Programme and to take any action and to sign any document on behalf of the Issuer with binding effect on the Issuer;

ICSD Agreement: the agreements with the ICSDs regarding matters related to the Notes to be issued under the Programme in NGN form are in full force and effect;

Sanctions: 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 His Majesty’s Treasury has imposed any sanctions against the Issuer or, to the best knowledge of the Issuer, against any of its subsidiaries, directors, or officers, or any of its 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 His Majesty’s Treasury, respectively.

Anti-Bribery: the Issuer has instituted and maintains anti-bribery and corruption policies and procedures and that neither the Issuer nor, to the knowledge of the Issuer, any of its respective subsidiaries, directors, officers or employees has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any government official or employee from corporate funds, or (iii) made any bribe, influence payment, kickback or other unlawful payment;

Money-Laundering: no formal action, suit or proceeding by or before any court or governmental agency, authority or body involving the Issuer with respect to any applicable anti-money-laundering laws or regulations is pending or has been pending within the last three years, other than as disclosed and the Issuer has instituted and maintains procedures to ensure compliance with applicable anti-money-laundering laws and any transactions proceeds will not be used for any purpose that would breach applicable anti-money-laundering laws; and

MAR: the Issuer is not aware of any inside information as defined in Article 7 MAR with respect to the Issuer, the Notes to be issued or outstanding securities of the Issuer that is required to be published in accordance with Article 17(1) MAR; the Issuer is not making use of its rights under Article 17(4) MAR to temporarily exempt itself from its obligation to publicly disclose inside information relating to itself.

Warranties Repeated as at Agreement Date and Issue Date. With regard to each issue of Notes under the Programme, each warranty set forth in Clause 4.1 shall be true and correct as at the Agreement Date for such Notes (any agreement on such Agreement Date being deemed to have been made on the basis of, and in reliance on, such warranties) and as at the Issue Date of such Notes and the Issuer shall be deemed to repeat each such warranty as at each such date.

Warranties Repeated on other Occasions. Each warranty set forth in Clause 4.1 shall be true and correct on the date on which the Prospectus or any supplement thereto is published, on each date on which a new Prospectus is published and on each date on which the Programme Amount is increased in accordance with Clause 12 and the Issuer shall be deemed to repeat each such warranty as at each such date.

Warranties Continuing in Effect. The warranties set forth in this Clause shall continue in full force and effect notwithstanding the knowledge of any Dealer with respect to any of the matters referred to in the warranties set out above, any investigation by or on behalf of the Dealers or completion of the subscription and issue of any Notes.

Undertakings by the Issuer

Notification of Material Developments. The Issuer shall promptly after becoming aware of the occurrence thereof notify each Dealer of:

Event of Default: any Event of Default or any condition, event or act which would after an issue of Notes (or would with the giving of notice and/or lapse of time) constitute an Event of Default or any breach of the warranties or undertakings contained in this Agreement or the Agency Agreement or any of them; and

Material Developments: any development or information which (i) relates, directly or indirectly, to the Issuer, its business, financial situation, profits or prospects, or any of its financial instruments, (ii) which has not been made public and (iii) would be likely to have a significant effect on the price of the Notes issued hereunder if it were made public, except that if such development or information constitutes inside information within the meaning of Article 7 MAR, the disclosure of which the Issuer has delayed in accordance with Article 17(4) MAR, no notification needs to be made while such right to delay disclosure continues.

Updating of Prospectus.

Annual Update: On or before each anniversary of the date of this Agreement, the Issuer shall update or supplement the Prospectus (following consultation with the Arranger who will consult with the Dealers) and shall have the Prospectus approved by the Luxembourg Stock Exchange by the publication of a supplement thereto or a new Prospectus, in a form approved by the Dealers.

Supplement: The Issuer shall (i) update or supplement the Prospectus (following consultation with the Arranger(s) who will consult with the Dealers) by publication of a supplement to the Prospectus in a form approved by the Dealers, (aa) in the event of any significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which is capable of affecting the assessment of the Notes to be issued under the Programme, (bb) on each occasion on which the Issuer publishes an annual report in a form setting out the audited consolidated financial statements or by way of incorporating them by reference into the Prospectus or (cc) in case it increases the Programme Amount, and (ii) have the supplement approved by the Luxembourg Stock Exchange and published in accordance with at least the same arrangements as were applied when the Prospectus was published and furnish a copy of such supplement to the Dealers.

Financial Statements: The Issuer shall promptly supply to each Dealer and the Fiscal Agent such number of copies of such financial statements, revised Prospectuses or supplements (if any) as each Dealer or the Fiscal Agent (as the case may be) may reasonably request. Until a Dealer receives such financial statements, incorporated by reference into the Prospectus or any supplement thereto, the definition of “Prospectus” in Clause 1 shall, in relation to such Dealer, mean the Prospectus prior to the receipt by such Dealer of such financial statements or the publication of such revised Prospectus or supplement.

Change of Terms: If the terms of the Programme are modified or amended in a manner which would make the Prospectus, as supplemented, inaccurate or misleading, the Issuer shall prepare and publish a new Prospectus or supplement.

Listing. The Issuer confirms that it has authorised the Luxembourg Listing Agent to make or cause to be made an application on behalf of and at the expense of the Issuer for the Programme to be admitted to the Euro MTF Market so that Notes to be issued under the Programme may be listed on the Official List of the Luxembourg Stock Exchange.

Agency Agreement. The Issuer undertakes that it will not:

without prior consultation with the Dealers terminate the Agency Agreement or effect or permit to become effective any amendment to any such agreement which, in the case of an amendment, would or might adversely affect the interests of any Dealer or of any holder of Notes issued before the date of such amendment, or

except after consultation with the Arranger appoint a different Fiscal Agent or paying agent(s) under the Agency Agreement.

Lawful Compliance. The Issuer shall at all times ensure that all necessary action is taken and all necessary conditions are fulfilled (including, without limitation, the obtaining of all necessary consents) so that it may lawfully comply with its obligations under all Notes, this Agreement and the Agency Agreement, and, so that it may comply with any applicable laws, regulations and guidance from time to time promulgated by any governmental and regulatory authorities relevant in the context of the issue of Notes. The Issuer complies and undertakes that it will continue to comply with the requirements of the FSMA.

Authorised Representatives. The Issuer shall notify the Dealers and the Fiscal Agent immediately in writing if any of the persons named in the list referred to in paragraph 4 of the Documentation List ceases to be authorised to take action on behalf of the Issuer or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Dealers that such person has been so authorised.

Auditors’ Comfort Letters. The Issuer shall at the time of the preparation of the Prospectus and at other times whenever so reasonably requested by the Dealers (or any of them) deliver, at the expense of the Issuer to the Dealers a comfort letter from independent auditors of the Issuer in such form and with such content as the Dealers may reasonably request, provided that no such letter will be delivered in connection with the publication or issue of the audited annual financial statements of the Issuer.

No other Issues. During the period commencing on an Agreement Date and ending on the Issue Date with respect to any Notes which are issued on a syndicated basis and are to be listed, the Issuer shall not, without prior consultation with the Relevant Dealer, issue or agree to issue any other listed notes, bonds or other debt securities of whatsoever nature (other than Notes to be issued to the same Dealer) where such notes, bonds or other debt securities would have the same maturity and currency as the Notes to be issued on the relevant Issue Date.

Ratings. The Issuer undertakes promptly to notify the Dealers of any change in the ratings given by Moody’s Investors Service, Inc., S&P Global Ratings Europe Limited, their respective affiliates and/or such other rating agency as notified to the Dealers for any of the Notes to be issued under the Programme by it or any public announcement that any such organisation has under surveillance or review its rating of any of the debt securities of the Issuer.

Sanctions. The Issuer 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.

Indemnity

Without prejudice to the other rights or remedies of the Dealers, the Issuer undertakes with each of the Dealers that it will indemnify each Indemnified Person against any losses, liabilities, damages, costs, claims, expenses or actions (including all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which such Indemnified Person may incur or which may be made against it as a result of or in relation to:

Failure to Issue: any failure by the Issuer to issue on the agreed Issue Date any Notes which a Dealer has agreed to purchase (unless such failure is as a result of the failure by the Relevant Dealer to pay the aggregate purchase price for such Notes); or

Breach of Obligations: any breach or (in case of a claim not brought by any of the Dealers) alleged breach of the obligations and undertakings contained in or made by the Issuer pursuant to this Agreement or any Subscription Agreement; or

Inaccuracy of Warranties: any inaccuracy or alleged inaccuracy of the warranties contained in, or made or deemed to be made by the Issuer pursuant to this Agreement or any Subscription Agreement; or

Inaccuracy of Prospectus: any inaccurate or misleading, or allegedly inaccurate or misleading, untrue or (in case of a claim not brought by any of the Dealers) alleged untrue statement in, or omission, or alleged omission, from, the Prospectus or any part thereof; or

Inaccuracy of Information Provided: any inaccurate or misleading, or allegedly inaccurate or misleading, statement in any additional written information provided by the Issuer to the Dealers pursuant to Clause 7 below.

The Issuer agrees that its undertaking pursuant to subsection 6.1.3 to 6.1.5 constitutes a separate and absolute guarantee and that its obligation to indemnify any Dealer shall exist irrespective of whether fault of itself, its organs, directors, officers, employees or agents is involved.

Authority to Distribute Documents

The Issuer hereby authorises each of the Dealers on behalf of the Issuer to provide copies of and make oral statements consistent with the Prospectus and such additional written information as the Issuer shall provide to the Dealers or approve for the Dealers to use or such other information as is in the public domain as a consequence of a publication by or on behalf or with the express authority of the Issuer to actual and potential purchasers of Notes.

When using the Prospectus, each Dealer must make certain that it complies with all applicable laws and regulations in force in the respective jurisdictions, including with the restrictions specified in the “Prohibition of Sales to EEA Retail Investors” legend and the “Prohibition of Sales to United Kingdom Retail Investors” legend set out on the cover page of the applicable Final Terms, if any.

Dealers’ Undertakings

Each Dealer represents and agrees to comply with the restrictions and agreements set out in Schedule 2 hereto.

Without prejudice to the other rights or remedies of the Issuer, each of the Dealers severally undertakes with the Issuer that it will indemnify the Issuer its affiliates and each of its directors, officers, employees and agents against any losses, liabilities, costs, claims, expenses or actions (including all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which such entity or person may incur or which may be made against it as a result of or in relation to any wilful or negligent failure by that Dealer to comply with the restriction and agreement set out in Schedule 2 hereto, provided that, without prejudice to any other claim the Issuer may have against that Dealer, no Dealer shall be liable to hold the Issuer indemnified against any losses, liabilities, costs, claims, expenses or actions arising from the sale of Notes to any person believed in good faith by that Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Schedule 2.

Each of the Dealers agrees that a determination will be made in relation to each issue of Notes about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”) and/or the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but that, otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules and/or the UK MiFIR Product Governance Rules, respectively.

Fees, Expenses and Stamp Duties

pay to each Dealer all commissions agreed between the Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added tax or other tax thereon); and

pay (together with any value added tax or other tax thereon):

the fees and expenses of its legal advisers and auditors;

the costs of listing and maintaining the listing of any Notes which are to be listed on a Stock Exchange;

the costs of obtaining any credit rating for the Notes as agreed by the Issuer;

the costs of any publicity agreed by the Issuer in connection with any issue of Notes;

the cost of obtaining the approval of the Prospectus or any supplement thereto by the Luxembourg Stock Exchange;

the costs in relation to the publication of the Prospectus and any supplement thereto in accordance with the Luxembourg Prospectus Law and any other applicable law;

the fees and expenses of the Fiscal Agent and any paying agent as more fully set out in a letter between the Issuer and the Fiscal Agent; and

all expenses in connection with the preparation of this Agreement, the Agency Agreement and the preparation and printing the Prospectus and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3.4 and of any auditors’ comfort letters issued pursuant to Clause 5.7);

pay to Deutsche Bank the fees and disbursements of legal advisers appointed to represent the Dealers (including any value added tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement and any documents referred to in any of them and any other documents required in connection with the update of the Programme as more fully set out in a letter of even date herewith between Linde plc and Deutsche Bank; and

pay promptly, and in any event before any penalty becomes payable, any documentary, registration or similar duty or tax payable in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement or any Note and indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax.

Termination of Appointment of Dealers

Appointment of New Dealers

Appointment. Nothing in this Agreement shall prevent the Issuer from appointing one or more New Dealers for the duration of the Programme or, with regard to an issue of a particular Tranche of Notes, for the purposes of that particular Tranche, in either case upon the terms of this Agreement. Unless such appointment is effected pursuant to a Subscription Agreement:

any New Dealer shall have first delivered to the Issuer an appropriate Dealer Accession Letter; and

the Issuer shall have delivered to such New Dealer an appropriate Confirmation Letter.

Rights and Obligations of New Dealers. Upon receipt of the relevant Confirmation Letter or execution of the relevant Subscription Agreement, each such New Dealer shall, subject to the terms of the Relevant Dealer Accession Letter and the relevant Confirmation Letter or the relevant Subscription Agreement, as the case may be, become a party to this Agreement, vested with all rights and obligations of a Dealer as if originally named as a Dealer hereunder. Except in the case of the appointment of a New Dealer for the duration of the Programme, following the Issue Date of the relevant Tranche, the relevant New Dealer shall have no further rights or obligations except such as may have accrued or been incurred prior to, or in connection with, the issue of such Tranche.

Dealer Notification. The Issuer shall promptly notify the other Dealers and the Fiscal Agent of any appointment of a New Dealer for the duration of the Programme by supplying to such parties a copy of any Dealer Accession Letter and Confirmation Letter. Such notice shall be given in the case of an appointment of a New Dealer for a particular issue of Notes to the Fiscal Agent only.

Increase in the Programme Amount

Procedure. From time to time the Issuer may wish to increase the aggregate principal amount of the Notes that may be issued under the Programme. In such circumstances, it may give notice of such an increase (subject as set out in Clause 12.2) by delivering to the Luxembourg Listing Agent, the Fiscal Agent and the Dealers a letter substantially in the form set out in Schedule 4 hereto. Upon the date specified in such notice (which date may not be earlier than seven Frankfurt am Main business days after the date on which the notice is given), all references in this Agreement, the Agency Agreement or any other agreement or document in relation to the Programme to a Debt Issuance Programme of a certain principal amount, shall be and shall be deemed to be references to a Debt Issuance Programme of the increased principal amount.

Documentation. The right of the Issuer to increase the aggregate principal amount of the Programme shall be subject to each Dealer having received and found satisfactory all the documents and confirmations described in the Documentation List (with such changes as may be relevant, with reference to the circumstances at the time of the proposed increase as are agreed between the Issuer and the Dealers), and the delivery of any further documents that the Arranger(s) on behalf of the Dealers may reasonably require, including the production by the Issuer of a supplementary Prospectus and any further or other

Status of the Arranger, Indemnity Arrangements among the Dealers and Obligations Several

Status of the Arranger. Each of the Dealers agrees that the Arranger has only acted in an administrative capacity to facilitate the establishment and/or maintenance of the Programme. The Arranger has no responsibility to any Dealer for (a) the adequacy, accuracy, completeness or reasonableness of any representation, warranty, undertaking, agreement, statement or information in the Prospectus, any Final Terms, this Agreement or any information provided in connection with the Programme or (b) the nature and suitability to it of all legal, tax and accounting matters and all documentation in connection with the Programme or any Tranche.

Indemnity Arrangements among the Dealers. Each Indemnifying Dealer (as defined below) will indemnify any Non-participating Dealer (as defined below) named in the Prospectus against any loss, liability, claim, action, demand or expense (a “Loss” which shall include, but not be limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which, such Non-participating Dealer may incur, or alternatively which may be made against such Non-participating Dealer by an order of a competent court or tribunal, in the relevant jurisdiction in connection with an offer of Notes under the Programme, as a result of a failure or an alleged failure by the Issuer to update or supplement the Prospectus due to significant new factors arising after the date of the Prospectus, as required by law.

as soon as reasonably practicable but in any event not later than 25 days after becoming aware of any claim, action or other legal process being raised or instituted against it, notifies the Indemnifying Dealer thereof in writing and gives the Indemnifying Dealer an opportunity to participate in the defence of the claim, action or other legal process; and

in the exercise of its reasonable judgment, has determined:

following a formal legal opinion from a reputable law firm, that it is not possible to pursue an indemnification claim against the Issuer under Clause 6.1.4; or

that it is unlikely that such claim can be successfully collected in whole.

Obligations Several. Save as expressly provided in any Subscription Agreement, the obligations of the Dealers and the Arranger under this Agreement are several and not joint.

Assignment of Agreement

No transfer by Issuer. The Issuer may not assign its rights or transfer its obligations under this Agreement, in whole or in part. Any purported such assignment or transfer shall be void.

Transfer by Dealers. Subject to Clause 20, the Dealers may only assign or transfer their rights or obligations under this Agreement with the prior written consent of the Issuer.

Use of Affiliates: The Issuer agrees that the Dealers may perform the services contemplated hereby in conjunction with its affiliates, and that any Dealer affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms of this Agreement, and that any references herein to the Dealers shall be deemed to include any such Dealer affiliates where the context so requires or permits.

Currency Indemnity

Calculation Agent

General. In the case of any Series of Notes which require the appointment of a Calculation Agent, the Fiscal Agent shall act as Calculation Agent, unless the Fiscal Agent has not agreed, or may not be treated as having agreed, to act as Calculation Agent in accordance with Clause 8 of the Agency Agreement or the Relevant Dealer or (in the case of a syndicated issue) the Lead Manager requests the Issuer to appoint such Dealer or Lead Manager, or a person nominated by such Dealer or Lead Manager (a “Nominee”), as Calculation Agent and the Issuer agrees thereto.

Appointment. Should such a request be made to the Issuer and agreement be given by the Issuer, the appointment of that Dealer or Lead Manager shall be automatic upon the issue of the relevant Series of Notes, and shall, except as agreed, be on the terms set out in the Agency Agreement. No further action shall be required to effect the appointment of such Dealer or Lead Manager as Calculation Agent in relation to that Series of Notes. The appointment of a Nominee as Calculation Agent shall require the delivery (i) to the Nominee of a Calculation Agent Appointment Letter duly completed and executed by the Issuer and (ii) to the Issuer of a confirmation duly completed and executed by that Nominee, such Calculation Agent Appointment Letter and such confirmation to be substantially in the form set out in Schedule 2 to the Agency Agreement or as otherwise agreed. The name of the Dealer, Lead Manager or Nominee so appointed will be entered in the relevant Final Terms.

Stabilisation

Notices and Communications

Form of and Address for Notices. All notices and communications under this Agreement shall be by letter, email or fax, posted or delivered by hand, or (but only where specifically provided in the Procedures Memorandum) by telephone. Each notice or communication shall be given to the relevant party at the address, fax number or telephone number and, in the case of a communication by letter or fax, marked for the attention of, or (in the case of a communication by telephone) made to, the person(s) or department from time to time specified in writing by that party to the other for the purpose. The initial address, telephone number, fax number and person(s) or department so specified by each party are set out in Schedule 7 hereto.

Letter, Email or Fax: if sent by letter, email or fax, upon receipt by the addressee; and

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

Contractual Recognition of UK Bail-In Powers

Notwithstanding and to the exclusion of any other term of this Dealer Agreement or any other agreements, arrangements, or understanding between a UK Bail-in Party and any other party to this Dealer Agreement, each party to this Dealer Agreement acknowledges and accepts that a UK Bail-in Liability arising under this Dealer Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:

the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of a UK Bail-in Party (“Relevant UK Bail-in Party”) to any other party under this Dealer Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;

the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the Relevant UK Bail-in Party or another person, and the issue to or conferral on any other party to this Agreement of such shares, securities or obligations;

the cancellation of the UK Bail-in Liability;

the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

the variation of the terms of this Dealer Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.

In this Clause 19:

“UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings);

“UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised;

“UK Bail-in Party” means any party under this Agreement whose liabilities under the Agreement or any Subscription Agreement may now or in the future be subject to bail-in under the UK Bail-in Legislation.

“UK Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.

Recognition of the U.S. Special Resolution Regime

In the event that any Dealer that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Dealer of this Dealer Agreement, and any interest and obligation in or under this Dealer Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Dealer Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that any Dealer that is a Covered Entity or a Covered Affiliate of any such Dealer becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Dealer Agreement that may be exercised against such Dealer are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Dealer Agreement were governed by the laws of the United States or a state of the United States.

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

No Fiduciary Duties

Governing Law, Place of Jurisdiction

Governing Law. This Agreement, any non-contractual obligations arising out of or in connection with it and every agreement for the issue and purchase of Notes as referred to in Clause 2 shall be governed by, and construed in accordance with, German law.

Place of Jurisdiction. 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, Federal Republic of Germany.

Confirmation

Severability and Partial Invalidity

Amendments

Counterparts

A copy of the Articles of Association of Linde plc.

An extract of most recent date from the Commercial Registers pertaining to Linde plc.

Copies of the resolution of the board of management of the Issuer passed in connection with the update and the increase of the programme amount of the Programme

A list of the names and titles and specimen signatures of the persons authorised to sign on behalf of the Issuer.

Conformed copies of each of this Agreement and the Agency Agreement.

The Prospectus.

A copy of the approval of the Prospectus by the Luxembourg Stock Exchange.

A copy of the effectuation authorisations signed by the Issuer in the form or, substantially in the form of, Schedule 6.

A copy of the ICSD Agreement of the Issuer with the ICSDs regarding Notes in NGN format.

Legal opinions in form and substance satisfactory to the Arranger from:

Arthur Cox (legal advisers to the Issuer as the laws of Ireland); and

Hengeler Mueller Partnerschaft von Rechtsanwälten mbB (legal advisers to the Dealers as to the laws of the Federal Republic of Germany).

A Comfort letter from PricewaterhouseCoopers LLP, as independent auditors of Linde plc.

General

United States of America

Each Dealer acknowledges that the Notes have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Each Dealer represents and agrees that it has not offered and sold any Notes, and will not offer and sell any Notes constituting part of its allotment within the United States or to, or for the account or benefit of a U.S. person, except in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act. Accordingly, each Dealer further has represented and agreed that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to any Note, and it and they have complied and will comply with the offering restrictions requirements of Regulation S.

Each Dealer agrees that, at or prior to confirmation of any sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect:

Notes will be issued in accordance with the provisions of United States Treasury Regulations Section 1.163-5(c)(2)(i)(D) (the “D Rules”), or in accordance with the provisions of United States Treasury Regulations Section 1.163-5(c)(2)(i)(C) (the “C Rules”) (or, any successor rules in substantially the same form as the C Rules or D Rules, as applicable, for purposes of Section 4701 of the U.S. Internal Revenue Code).

except to the extent permitted under the D Rules, (x) it has not offered or sold, and during the restricted period will not offer or sell, Notes to a person who is within the United States or its possessions or to a United States person, and (y) such Dealer has not delivered and will not deliver within the United States or its possessions definitive Notes that are sold during the restricted period;

it has and throughout the restricted period will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes are aware that such Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

if such Dealer is a United States person, it has represented that it is acquiring the Notes for purposes of resale in connection with their original issuance and if such Dealer retains Notes for its own account, it will only do so in accordance with the requirements of the D Rules;

with respect to each affiliate that acquires from such Dealer Notes for the purposes of offering or selling such Notes during the restricted period, such Dealer either (x) repeats and confirms the agreements contained in sub-clauses (i), (ii) and (iii) on such affiliate’s behalf or (y) agrees that it will obtain from such affiliate for the benefit of the Issuer the agreements contained in sub-clauses (i), (ii) and (iii).

European Economic Area

a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

a customer within the meaning of Directive 2016/97/EU, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

United Kingdom

a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or

a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Switzerland

Each Dealer acknowledges that, subject to paragraph (b) below:

Notes may not be publicly offered directly or indirectly, in, into or from Switzerland within the meaning of the Swiss Financial Services Act of 15 June 2018, as amended (the “FinSA”) and will not be admitted to trading on any exchange or other trading venue in Switzerland;

Neither the Prospectus nor any Final Terms nor any other offering or marketing material relating to the Notes (x) constitutes a prospectus as such term is understood pursuant to the FinSA or (y) has been or will be filed with or approved by a Swiss review body pursuant to Article 52 of the FinSA; and

neither the Prospectus nor any Final Terms nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.

Notwithstanding paragraph (a) above, in respect of any Tranche of Notes to be issued, the Issuer and the relevant Dealers may agree that (x) such Notes may be publicly offered in Switzerland within the meaning of the FinSA and/or (y) an application will be made by (or on behalf of) the Issuer to admit such Notes to trading on a trading venue (exchange or multilateral trading facility) in Switzerland, provided that:

the Issuer is able to rely, and is relying, on an exemption from the requirement to prepare and publish a prospectus under the FinSA in connection with such public offer and/or application for admission to trading;

in the case of any such public offer, the relevant Dealers have agreed to comply with any restrictions applicable to the offer and sale of such Notes that must be complied with in order for the Issuer to rely on such exemption; and

the applicable Final Terms will specify that such Notes may publicly offered in Switzerland within the meaning of the FinSA and/or the trading venue in Switzerland to which an application will be made by (or on behalf of) the Issuer to admit such Notes to trading thereon.

Singapore

Canada

Linde plc

Sir or Madam,

a copy of the Dealer Agreement; and

a copy of all documents referred to in Schedule 1 of the Dealer Agreement,

letter is governed by, and shall be construed in accordance with, German law.

Deutsche Bank Aktiengesellschaft,

[Name and address of New Dealer]

Sir or Madam,

Deutsche Bank Aktiengesellschaft, as Fiscal Agent

Linde plc

Sir or Madam,

a copy of the Dealer Agreement; and

a copy of such of the other documents referred to in Schedule 1 of the Dealer Agreement as we have requested,

Deutsche Bank Aktiengesellschaft,

[Name and address of New Dealer]

Sir or Madam,

Deutsche Bank Aktiengesellschaft,

The Dealers and the Luxembourg Listing Agent

Sir or Madam,

Deutsche Bank Aktiengesellschaft,

Terms

[Appointments]

a copy of the Dealer Agreement; and

a copy of such of the documents referred to in Schedule 1 of the Dealer Agreement as the Lead Manager (on behalf of the Managers) has requested

Purchase of the Notes

Subject to the terms and conditions of the Dealer Agreement the Issuer hereby agrees to issue the Notes and each Manager severally and not jointly agrees to purchase such principal amount of the Notes as corresponds to its commitment as set forth in Annex B attached hereto at a purchase price of [•]% of the principal amount of the Notes (the “Purchase Price”), being the issue price of [•]% less a selling concession of [•]% of such principal amount and a management and underwriting fee of [•]% of such principal amount.

The settlement procedures set out in Part II of the Procedures Memorandum shall apply as if set out in this Agreement provided that, for the purposes of this Agreement:

the sum payable on the Issue Date shall be [•] (representing the Purchase Price) [, less the amount payable in respect of Managers’ expenses specified in Article [4] of this Agreement] (the “Net Proceeds”)[. Such payment will be made by the [Lead Manager out of its Commissionaire Account (as defined below)][common service provider/common depositary] on behalf of the Managers, in [currency] in immediately available funds to such [currency] account as shall be notified by the Issuer to the Lead Manager];

[the Lead Manager acknowledges that the Notes represented by the Global Note[s] will initially be credited to the Lead Manager’s account held with an ICSD (the “Commissionaire Account”) the terms of which include a third-party beneficiary clause (stipulation pour autrui) with the Issuer as the third-party beneficiary and provide that such Notes are to be delivered to others only against payment of the Net Proceeds set out in Clause [3].2(i) hereof into the Commissionaire Account on a delivery against payment basis;

the Lead Manager acknowledges that (i) the Notes represented by the Global Note[s] shall be held to the order of the Issuer as set out above and (ii) the Net Proceeds set out in Clause [3].2(i) hereof in the Commissionaire Account will be held on behalf of the Issuer until such time as they are transferred to the Issuer’s order. The Lead Manager undertakes that the Net Proceeds will be transferred to the Issuer’s order promptly following receipt of such monies in the Commissionaire Account;

the Issuer acknowledges and accepts the benefit of the third-party beneficiary clause (stipulation pour autrui) pursuant to the [Belgian][Luxembourg] Civil Code in respect of the Commissionaire Account;]

“Issue Date” means [•] a.m. ([•] time) on [•] or such other time and/or date as the Issuer and the Lead Manager on behalf of the Managers may agree;

“Payment Instruction Date” means the Issue Date unless there is to be a pre-closing for the issue in which case it means the business day (being a day on which banks and foreign exchange markets are open for business in [Frankfurt am Main]) prior to the Issue Date.

Expenses

Conditions Precedent

The obligation of the Managers to purchase the Notes is conditional upon:

the conditions set out in Clause 3.2 of the Dealer Agreement being satisfied as of the Payment Instruction Date and without prejudice to the aforesaid, the Prospectus dated 8 May 2024 [, as supplemented by [•],] containing all material information relating to the assets and liabilities, financial position and profits and losses of the Issuer and nothing having happened or being expected to happen which would require the Prospectus [, as so supplemented,] to be [further] supplemented or updated; and

the delivery to the Lead Manager on the Payment Instruction Date of:

legal opinion[s] or reliance letter[s] addressed to the Managers dated the Payment Instruction Date in such form and with such contents as the Lead Manager, on behalf of the Managers, may reasonably require from [the internal legal department of the Issuer] [and] [Hengeler Mueller Partnerschaft von Rechtsanwälten mbB];

a certificate dated as at the Payment Instruction Date signed by a duly authorised officer of the Issuer giving confirmation to the effect stated in sub-paragraph (a) of this clause; and

[a] comfort letter[s] dated the [date hereof and the] Payment Instruction Date from the independent auditors of the Issuer, in such form and with such content as the Managers may reasonably request.

If any of the conditions set forth in Clause [5].1 is not satisfied as of the Payment Instruction Date, this Agreement shall terminate on such date. Upon such termination the parties hereto shall be under no further liability arising out of this Agreement (except for the liability of the Issuer in relation to expenses as provided in Clause [4] hereof and except for any liability arising before or in relation to such termination), provided that the Lead Manager, on behalf of the Managers, may in its discretion waive any of the aforesaid conditions (other than the condition precedent contained in Clause 3.2.4 of the Dealer Agreement) or any part of them.

Force Majeure

Product Governance Rules

EEA MiFID II Product Governance Rules

each of [insert names of Manager(s) who is/are deemed to be MiFID manufacturer(s)] (each a “Manufacturer” and together “the Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Final Terms in connection with the Notes; and

[insert name(s) of Manager(s) who is/are not deemed to be MiFID manufacturer(s) if any] [and] [,] the Issuer note[s] the application of the Product Governance Rules and acknowledge[s] the target market and distribution channels identified as applying to the Notes by the Manufacturer[s] and the related information set out in the Final Terms in connection with the Notes.

[UK MiFIR Product Governance Rules

[each of] [insert names of Manager(s) who is/are deemed to be UK MiFIR manufacturer(s)] ([each a][the] “UK Manufacturer” [and together the “UK Manufacturers”]) [acknowledges to each other UK Manufacturer that it] understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Final Terms in connection with the Notes; and

[insert name(s) of Manager(s) who is/are not deemed to be UK MiFIR manufacturer(s) if any] [and] [,] the Issuer note[s] the application of the UK MiFIR Product Governance Rules and acknowledge[s] the target market and distribution channels identified as applying to the Notes by the UK Manufacturer[s] and the related information set out in the Final Terms in connection with the Notes.]

Miscellaneous

Clauses 19 and 20 of the Dealer Agreement shall also apply to this Agreement as if expressly incorporated herein.

This Agreement, any non-contractual obligations arising out of or in connection with it, as well as all rights and obligations of the parties arising from it shall be governed by, and construed in accordance with, the laws of the Federal Republic of Germany.

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, Federal Republic of Germany.

Should any provision of this Agreement be or become invalid in whole or in part, the other provisions shall remain in force. The invalid provision shall be deemed substituted by a valid provision which accomplishes as far as legally possible the economic purposes of the invalid provision.

No provision of this Agreement, including this Clause [8.5], may be amended or supplemented unless the Issuer and the Managers agree so in writing.

This Agreement may be signed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement and any party may enter into this Agreement by executing a counterpart.

Euroclear Bank SA/NV

act as our agent with respect to the effectuation of each Global Note and, as such, sign each Global Note as the final act making such note a valid security in accordance with the terms of such Global Note; and

destroy each Global Note in accordance with the normal procedure of the CSK upon maturity and final redemption (or, in the case of each temporary global note, full exchange for the relative permanent global note) of such Global Note.

On behalf of

Linde plc

By:

/s/ CJ Cossins

By: CJ Cossins

By: Frances Watson

  Director, Transaction Advisory

By: Frances Watson

  Director, Transaction Advisory

By: Alistair Ferguson

   Managing Director

By: Karin Melson

   Executive Director

By: Maximilian Hagendorff,

   Director, DCM Origination

By: David Quiles

   DCM Origination

To be split between Active Bookrunners (18% each), Passive Bookrunners (15% each), Co-Managers Group A (2% each), Co-Managers Group B (1% each)

To be split equally between Active Bookrunners

To be split between Active Bookrunners (18% each), Passive Bookrunners (15% each), Co-Managers Group A (2% each), Co-Managers Group B (1% each)

To be split equally between Active Bookrunners

Bearer form; the Notes are issued as New Global Notes and are initially represented by a Temporary Global Note which is exchangeable for a

Permanent Global Note

To be split between Active Bookrunners (18% each), Passive Bookrunners (15% each), Co-Managers Group A (2% each), Co-Managers Group B (1% each)

To be split equally between Active Bookrunners

Definitions and Interpretation

Appointment of Fiscal Agent and Paying Agent(s)

The Notes

Issuance of Notes

Exchange of Notes

Payments

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

Appointment and Duties of the Calculation Agent

Early Redemption of Notes

Fees and Expenses

Terms of Appointment

Warranties and Undertakings

Know-your Customer

Changes in Agents

Merger and Consolidation

Notification of Changes in Agents

Communication between the Parties

Taxes and Stamp Duties

Notices and Communications

Governing Law, Place of Jurisdiction and Process Agent

Severability and Partial Invalidity

Amendment

Counterparts

LINDE PLC (the “Issuer”); and

DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Fiscal Agent” and “Paying Agent”, which expressions shall include any successor agent appointed in accordance with Clause 14, 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 606357. Linde plc is the parent company of the Group (as defined below).

On 18 January 2023, the shareholders of the predecessor of the Issuer (also named Linde plc and referred to herein as the “Legacy Holding Company”) approved the Legacy Holding Company’s proposal for an intercompany reorganization that resulted in the delisting of the Legacy Holding Company’s ordinary shares from the Frankfurt Stock Exchange, on 1 March 2023, after the completion of legal and regulatory approvals. In connection with the closing of the intercompany reorganization on 1 March 2023, the Issuer assumed by operation of law all obligations of the Legacy Holding Company and shareholders automatically received one share of the new holding company, listed on the New York Stock Exchange in exchange for each share in the Legacy Holding Company that was previously owned (the “Reorganization”). The Issuer as the new holding company of the Group is also named “Linde plc” and trades under the existing ticker LIN. On 6 November 2023, the Issuer transferred the listing of its ordinary shares from the New York Stock Exchange to the Nasdaq Stock Market.

All references to “the Issuer” or “Linde plc” in this Agreement in relation to events or circumstances prior to 1 March 2023 (being the effective date of the Reorganization) are references to the Legacy Holding Company as legal predecessor of the Issuer.

On 11 May 2020, the Legacy Holding Company established a debt issuance programme to issue from time to time bearer notes in an aggregate nominal amount outstanding at any one time not exceeding a specified programme limit (the “Programme”). Following the Reorganization the Programme will now be continued by the Issuer as legal successor of the Legacy Holding Company.

The Issuer has decided to increase the amount of the Programme from EUR 10,000,000,000 to EUR 15,000,000,000.

In connection with the Programme, the Issuer, the Fiscal Agent and the Paying Agent entered into a fiscal agency agreement (as amended and restated on 4 May 2023, the “Original Agency Agreement”).

The parties wish to record the agreement to amend and replace the Original Agency Agreement by this agreement (the “Agreement”).

In connection with the Programme, the Issuer has entered into an amended and restated 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).

Notes may be issued on a listed or unlisted basis. Linde plc has 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 it has procured the preparation of the Prospectus (as defined herein). Notes may be listed on such other stock exchange or stock exchanges as the 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)

The Issuer hereby appoints the Fiscal Agent, and the Fiscal Agent hereby agrees to act, as agent of the Issuer 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 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, 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 the Issuer for notices to be communicated to Holders;

ensuring that, as directed by the Issuer (and with prior approval from the Fiscal Agent) where information is required to be provided by the 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 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 Issuer hereby authorises and instructs the Fiscal Agent to elect CBL or Euroclear as Common Safekeeper. From time to time, the Issuer and the Fiscal Agent may agree to vary this election. The 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.

The Issuer hereby appoints the Paying Agent, and the Paying Agent hereby agrees to act, as paying agent of the Issuer 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 of performing all other obligations and duties imposed upon it by the Conditions and this Agreement.

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 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 or Option II, as relevant or (ii) Option I or Option II and the relevant Final Terms taken together;

be executed manually by an authorised signatory of the 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).

The Issuer 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 Issuer shall, as soon as practicable but in any event, not later than 2:00 p.m. (Frankfurt am Main 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 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;

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 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 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 am Main 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 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;

in case of a settlement via CBF and in case of non-syndicated issues: 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 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 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 Issuer to the account notified in accordance with Clause 4.1 above; and

in case of a Syndicated Closing: instruct the relevant ICSD to credit the Notes represented by the Global Note to the Relevant Dealer’s distribution account held with an ICSD (the “Commissionaire Account”), the terms of which include a third-party beneficiary clause (stipulation pour autrui) with the Issuer as the third-party beneficiary. The relevant ICSD transfers with respect to the relevant Tranche and against receipt of funds from the Relevant Dealer(s) the proceeds of issue to the Issuer to such account as shall have been notified by the Relevant Dealer(s) accordance with 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.

In case of a settlement via CBF and in case of non-syndicated issues: Where the Fiscal Agent acts as receiving bank for the 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 Issuer;

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

notify the Issuer forthwith upon receipt of the full proceeds of issue in respect of such Defaulted Note and pay to the 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 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 Issuer if it holds insufficient Global Notes for such purposes.

The Fiscal Agent is authorised by the 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 Issuer any Note not yet issued but held by the Fiscal Agent in accordance with Clause 4.5 ceases to be authorised, the Fiscal Agent shall (unless the Issuer gives written notice to the Fiscal Agent that Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent) continue to have authority to issue any such Global Notes, and the Issuer hereby warrants to the Fiscal Agent that such Global Notes shall, unless notified as aforesaid, be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the 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 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 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 Issuer named in the list referred to in, or notified pursuant to, Clause 11.7 as sufficient instructions and authority of the Issuer for the Fiscal Agent to act in accordance with this Clause 4.

In case of a settlement via CBF and in case of non-syndicated issues: If the Fiscal Agent, in its discretion, pays an amount (the “Advance”) to the 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 Issuer, the 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

The 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 am Main time); or

in case of U.S. dollar and Canadian dollar not later than 15 hours (Frankfurt am Main time); or

in relation to any other currencies other than the afore-mentioned not later than by the relevant payment deadline which needs to be checked with the Fiscal Agent prior to payment

The Issuer shall ensure that not later than 10:00 a.m. (Frankfurt am Main 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 Clause 6.1, the Fiscal Agent shall receive an irrevocable payment confirmation from the paying bank of the Issuer.

Subject to the receipt by the Fiscal Agent of the payment as provided in 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 Issuer and in the manner provided in the Conditions. If any payment provided for in 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 Issuer if it has not received such payment from the Issuer.

If the Fiscal Agent has reason to believe that the amounts to be received by the Fiscal Agent pursuant to 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 the Issuer in respect of any Note unless or until claims against the Issuer in respect of the relevant Notes are prescribed or the obligation to make the relevant payment ceases in accordance with the Conditions. In such event it shall upon the request of the Issuer repay, as soon as practicable, to the Issuer 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 Issuer 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 Clause 6.1 (the excess of the amounts so paid over the amounts so received being the “Shortfall”), the Issuer shall, in addition to paying amounts due under 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.