DGAP-CMS: Linde plc: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

2019. március 04., hétfő, 17:11





DGAP Post-admission Duties announcement: Linde plc / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]


Linde plc: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution


04.03.2019 / 17:11


Dissemination of a Post-admission Duties announcement according to Article 50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.


The issuer is solely responsible for the content of this announcement.




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): February 26, 2019

Linde plc

(Exact name of registrant as specified in its charter)




















Ireland001-3873098-1448883
(State or other(Commission(I.R.S. Employer
jurisdictionFile Number)Identification No.)
of incorporation)













The Priestley Centre

10 Priestley Road

Surrey Research Park

Guildford, Surrey GU2 7XY

United Kingdom

(Address of principal executive offices)(Zip Code)

+44 1483 242200

(Registrant"s telephone numbers, including area code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐



Item 5.08 Shareholder Director Nominations.

On February 26, 2019, the Board of Directors of Linde plc (the "Company")
confirmed Friday, July 26, 2019 as the date of the Company"s 2019 annual
general meeting of shareholders (the "Annual Meeting"). The Annual Meeting
is the Company"s first annual general meeting as a publicly traded company
and represents a change of more than thirty days from the anniversary of
the Company"s annual general meeting held on September 27, 2018. As a
result, and in accordance with the provisions of the Company"s Amended and
Restated Constitution and the Companies Act 2014 of Ireland (the "Companies
Act"), as applicable, the Company determined the deadlines for proxy
access, Rule 14a-8 shareholder proposals, advance notice and Irish
statutory shareholder proposals for the Annual Meeting to be as follows:

Proxy Access Proposal Deadline. To be considered timely under the proxy
access provisions of the Company"s Amended and Restated Constitution, a
nomination notice must be given to the Company"s Secretary in writing at
the principal executive offices of the Company and received no later than
the close of business on March 14, 2019, which the Company believes is a
reasonable time before it expects to begin to print and send its proxy
materials to its shareholders.

Rule 14a-8 Shareholder Proposal Deadline. Pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
shareholders who wish to have a proposal considered for inclusion in the
Company"s proxy materials for the Annual Meeting must ensure that such
proposal is given to the Company"s Secretary in writing at the principal
executive offices of the Company and received no later than the close of
business on March 14, 2019, which the Company believes is a reasonable time
before it expects to begin to print and send its proxy materials to its
shareholders.

Irish Statutory Shareholder Proposal Deadline. To be considered timely
pursuant to Section 1104 of the Companies Act, a request by a shareholder
(or shareholders) holding 3% of the issued share capital of the Company
(representing at least 3% of the total voting rights of all of the
shareholders having a right to vote at the Annual Meeting) to put an item
on the agenda of the Annual Meeting and/or to table a draft resolution to
be adopted at the Annual Meeting under Section 1104 of the Companies Act
must be received by the Company in written or electronic form no later than
the close of business on June 14, 2019.

Advance Notice Deadline. To be considered timely under the advance notice
provisions of the Company"s Amended and Restated Constitution, notice of
any other shareholder proposal or nomination notice not submitted for
inclusion in the Company"s proxy statement pursuant to the proxy access
provisions of the Company"s Amended and Restated Constitution or Rule 14a-8
under the Exchange Act, and not submitted pursuant to Section 1104 of the
Companies Act, must be given to the Company"s Secretary in writing at the
principal executive offices of the Company and received no earlier than
April 27, 2019 and no later than the close of business on May 27, 2019.

Any such notice or proposal must comply with, and contain all of the
information required by, applicable laws and regulations and, as
applicable, the Company"s Amended and Restated Constitution. A copy of the
Company"s Amended and Restated Constitution was filed with the Securities
and Exchange Commission as Exhibit 3.1 to the Company"s Current Report on
Form 8-K on October 31, 2018.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.















LINDE PLC



Date: March 4, 2019By:/s/ Guillermo Bichara


Name: Guillermo Bichara


Title: General Counsel

























04.03.2019 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de













Language: English
Company: Linde plc

The Priestley Centre, 10 Priestley Road

GU2 7XY Guildford

United Kingdom
Internet: www.lindeplc.com





 
End of News DGAP News Service





783581  04.03.2019 



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