What was the main purpose of the shareholder meetings held on January 18, 2023?

The main purpose of the Court Meeting and the Extraordinary General Meeting (EGM) was for shareholders to vote on a proposed reorganization transaction. This transaction is intended to simplify Linde plc's stock structure by delisting its ordinary shares from the Frankfurt Stock Exchange and maintaining a sole listing on the New York Stock Exchange.

Did shareholders approve the proposed reorganization and delisting from the Frankfurt Stock Exchange?

Yes, shareholders overwhelmingly approved the key proposals related to the reorganization. The Scheme of Arrangement, which is central to the delisting, received over 93% of the votes cast at both the Court Meeting and the EGM. Other related proposals, including amendments to the articles of association and terms of merger, also passed with similar high margins.

What does the approval of the Common Draft Terms of Merger imply?

The approval of the Common Draft Terms of Merger signifies that shareholders have agreed to the mechanics of Linde plc merging with and into a newly formed entity, 'New Linde,' which will be the surviving company. This is a step in the overall reorganization plan to streamline the company's structure.

How significant was the shareholder turnout for these votes?

Shareholder turnout was significant and indicated strong engagement. Approximately 77.65% of outstanding shares were represented at the Court Meeting, and over 80.30% were represented at the EGM, with both meetings achieving a quorum. This high level of participation provides a strong mandate for the management's proposed actions.

LIN 8-K: Shareholder Matters

Summary

Linde plc (LIN) filed an 8-K on January 23, 2023, reporting the outcomes of its Court Meeting and Extraordinary General Meeting (EGM) held on January 18, 2023. The primary purpose of these meetings was for shareholders to vote on a proposed reorganization transaction designed to delist Linde's ordinary shares from the Frankfurt Stock Exchange and maintain a sole listing on the New York Stock Exchange. Shareholders overwhelmingly approved the key proposals related to this reorganization, including the Scheme of Arrangement, amendments to the articles of association, and the Common Draft Terms of Merger. The high approval rates, with over 93% of votes cast in favor for each proposal, indicate strong shareholder support for the simplification of Linde's stock listings and corporate structure. The increased shareholder participation, with over 77% of outstanding shares represented at the Court Meeting and over 80% at the EGM, further solidifies the mandate for these strategic changes.

Key Highlights

1Shareholders overwhelmingly approved a reorganization aimed at delisting Linde's ordinary shares from the Frankfurt Stock Exchange, leaving only a New York Stock Exchange listing.
2The Court Meeting and Extraordinary General Meeting (EGM) saw high shareholder turnout, with approximately 77.65% and 80.30% of outstanding shares represented, respectively, constituting a quorum.
3The Scheme of Arrangement, a critical component of the reorganization, received substantial approval with 93.97% of votes cast in favor at the Court Meeting and 93.59% at the EGM.
4Shareholders also approved amendments to Linde's articles of association (Proposal 2 at EGM) by 93.61% of votes cast, necessary to facilitate the Scheme.
5The Common Draft Terms of Merger (Proposal 3 at EGM) were approved by 93.61% of votes cast, outlining the merger with 'New Linde' as the surviving entity.
6Broker non-votes were zero for all proposals, indicating full participation from shares held by brokers.
7The strong shareholder support provides a clear mandate for management to proceed with the simplification of Linde's stock listings and corporate structure.

LINDE PLC 8-K Report, Shareholder Vote Results (Jan 23, 2023)

Summary

Key Highlights

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