07 November 2018

Diebold Nixdorf Initiates Merger Squeeze-out Procedure

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

November 7, 2018 - North Canton, Ohio, United States of America - Diebold Nixdorf, Inc. and Diebold Nixdorf AG have agreed today to implement a Merger of Diebold Nixdorf AG (as transferring entity) into Diebold Nixdorf Holding Germany Inc. & Co. KGaA ("Diebold KGaA"), a wholly-owned direct subsidiary of Diebold Nixdorf, Inc., as surviving entity, in order to further simplify the structure of the Diebold Nixdorf group. In this context, a squeeze-out of the remaining minority shareholders of Diebold Nixdorf AG against adequate cash compensation pursuant to Sections 62 para. 1 and para. 5 of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz - AktG) would be consummated. As a result of such merger squeeze-out, Diebold Nixdorf AG would cease to exist and the listing of Diebold Nixdorf AG shares on the Frankfurt Stock Exchange would be terminated. Diebold KGaA currently owns 28,006,679 shares in Diebold Nixdorf AG corresponding to 93.9% of the share capital of Diebold Nixdorf AG (excluding treasury shares).

Accordingly, Diebold KGaA will enter into negotiations with Diebold Nixdorf AG on a merger agreement, the completion of which will be subject to the approval of the supervisory board of Diebold Nixdorf AG. Following execution of the merger agreement, an extraordinary shareholders' meeting of Diebold Nixdorf AG will be called to resolve on the transfer of the shares of the remaining shareholders of Diebold Nixdorf AG to Diebold Nixdorf AG against adequate cash compensation. The extraordinary shareholders' meeting is expected to take place in the first quarter of 2019.

If prior to the publication of the convocation notice for the extraordinary shareholders' meeting of Diebold Nixdorf AG, outstanding shareholders of Diebold Nixdorf AG tender their shares to Diebold KGaA under the cash compensation offer in connection with the domination and profit-and-loss transfer agreement between Diebold KGaA as controlling entity and Diebold Nixdorf AG as controlled entity in such numbers that Diebold KGaA acquires at least 95% of the share capital of Diebold Nixdorf AG (excluding treasury shares), Diebold Nixdorf, Inc. and Diebold KGaA may consider initiating a corporate squeeze-out pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz - AktG) instead of a merger squeeze-out. In any event, such corporate squeeze-out would be conducted on the same terms and within the same time frame as outlined herein and neither the legal nor the economic position of the outstanding shareholders of Diebold Nixdorf AG would change as a result of such shift from the merger squeeze-out to a corporate squeeze-out procedure.

North Canton, November 7, 2018

Diebold Nixdorf, Incorporated

02 November 2018

Business Combination Between Praxair and Linde AG Successfully Completed

Guildford, UK (31 October 2018) – Linde plc (NYSE: LIN; FWB: LIN) announced today the successful completion of the business combination between Praxair and Linde AG.

Starting today, Linde plc shares will commence trading on the New York Stock Exchange under the stock ticker symbol “LIN”. On the Frankfurt Stock Exchange, Linde plc commenced trading on 29 October 2018 also under the ticker symbol “LIN”. Both Praxair and Linde AG tendered shares have been delisted from the New York and Frankfurt Stock Exchange respectively. Concurrent to the delisting of Linde AG tendered shares, the stock ticker symbol for Linde AG untendered shares has changed to “LNA” and continues to be listed on the Frankfurt Stock Exchange.

As part of the business combination agreement, Praxair shareholders received one share of Linde plc for each Praxair share they had held. Linde AG shareholders who accepted the exchange offer received 1.54 shares of Linde plc for each Linde AG share tendered under the exchange offer. Fractional shares will be aggregated and sold in accordance with the terms of the exchange offer document and the business combination agreement. Shareholders with fractional shares will receive cash in an amount representing such holder’s proportionate interest in the net proceeds from the sale.

Now that the business combination has been completed, the companies will focus on finalising the divestitures required by the respective antitrust authorities. Necessary divestitures include, in particular, certain sales in the United States which Linde AG is required to complete by 29 January 2019. Until the completion of the majority of such divestitures, Linde AG and Praxair are obliged to operate their businesses globally as separate and independent companies, and not coordinate any of their commercial operations.

Linde AG: Execution of merger agreement with Linde Intermediate Holding AG and squeeze-out of minority shareholders against adequate cash compensation in the amount of EUR 188.24 per Linde AG share

Ad hoc-announcement pursuant to Article 17 of the Market Abuse Regulation

Munich, 1 November 2018 - Today, Linde Intermediate Holding AG (“Linde Intermediate”) submitted a request to the Executive Board of Linde Aktiengesellschaft (“Linde AG”) pursuant to section 62(1) and (5) of the German Transformation Act (Umwandlungsgesetz – UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG) to convene an extraordinary shareholders’ meeting of Linde AG to resolve on the transfer of the shares held by the minority shareholders of Linde AG to Linde Intermediate against adequate cash compensation. Linde Intermediate is an indirect 100% subsidiary of Linde plc and, following the completion of the business combination between Linde AG and Praxair, Inc., holds approximately 92 % of the shares in Linde AG. Linde Intermediate has determined the cash compensation per Linde AG share to be EUR 188.24 and has thereby confirmed the amount of the anticipated cash compensation previously announced on 15 October 2018. The court-appointed auditor has confirmed the adequacy of the determined cash compensation.

On such basis, following the approval by the Linde AG Supervisory Board, the Executive Board of Linde AG today entered into a merger agreement with Linde Intermediate pursuant to which Linde AG transfers all of its assets as a whole with all rights and obligations to Linde Intermediate by dissolution without liquidation according to sections 2 no.1, 60 et seqq. German Transformation Act (merger by means of absorption). The merger agreement contains the statement pursuant to section 62(5) sentence 2 German Transformation Act that a squeeze-out of the minority shareholders of Linde AG as the transferring entity shall occur in the context of the merger.

Linde AG intends to convene an extraordinary shareholders’ meeting for 12 December 2018 to resolve on the transfer of the shares held by the Linde AG minority shareholders to Linde Intermediate against payment of a cash compensation in the amount of EUR 188.24 per Linde AG share.

The effectiveness of the cash merger squeeze-out is still subject to the resolution by the Linde AG shareholders’ meeting and the registration of the transfer resolution and the merger in the commercial registers at the seats of Linde Intermediate and Linde AG.