Linde AG / Announcement according to section 4 para. 2 of Regulation (EC) No.
2273/2003 of share buy-back
25.11.2013 18:27
Dissemination of a Post-admission Duties announcement, transmitted by
DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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On 25 November 2013 the Executive Board of Linde Aktiengesellschaft,
Munich, ISIN DE0006483001, resolved to purchase 24,701 shares in Linde
Aktiengesellschaft on the stock exchange corresponding to around 0.013
percent of the capital stock of Linde Aktiengesellschaft at the conditions
and for the purposes listed below. Based on the closing price of the share
in Xetra trading on 25 November 2013 of EUR 147.75, the cost of 24,701
shares would be up to EUR 3,649,572.75.
Linde Aktiengesellschaft is thus exercising the authorization granted by
the shareholders' meeting on May 4, 2012 under item 9 of the agenda to buy
back Linde shares until May 3, 2017.
In accordance with the resolution of the Executive Board on 25 November
2013, the acquisition of treasury shares will begin on 26 November 2013
(earliest possible acquisition date) and be completed on 9 December 2013
(latest possible acquisition date).
The shares will be used to fulfill the rights of entitled parties,
including the Executive Board members, to receive shares in Linde
Aktiengesellschaft as part of the Share Matching Plan. The Share Matching
Plan is part of the Long Term Incentive Plan (LTIP) 2012 which has been
approved by the shareholders' meeting on May 4, 2012 under item 8 of the
agenda.
The acquisition of treasury shares will be carried out merely on the basis
of the safe harbour provisions of section 14 (2) and section 20a (3) of the
German Securities Trading Act (Wertpapierhandelsgesetz - WpHG) in
conjunction with Commission Regulation (EC) No. 2273/2003 of December 22,
2003 implementing Directive 2003/6/EC of the European Parliament and of the
Council as regards exemptions for buy-back programs and stabilization of
financial instruments (hereinafter referred to as the 'EC Regulation'). The
acquisition of treasury shares will be managed by a financial institution
that will decide on the timing of the purchase of the shares at its own
discretion. Linde Aktiengesellschaft's right to terminate the financial
institution's mandate ahead of time and to block further share buy-backs in
accordance with the applicable legal provisions remains unaffected.
The financial institution will decide on the timing of the purchase of the
shares at its own discretion, independently of and without influence of
Linde Aktiengesellschaft. The financial institution has, in particular,
undertaken to Linde Aktiengesellschaft that when purchasing shares of Linde
Aktiengesellschaft it will comply with the specifications of the
authorization granted by the shareholders' meeting on May 4, 2012 as well
as the conditions for trading set out in Article 5 (1) and (2) of the EC
Regulation.
The shares will be exclusively repurchased on the stock exchange via the
Xetra trading platform of Deutsche Börse AG (Frankfurt Stock Exchange). In
accordance with the authorization granted by the shareholders' meeting on
May 4, 2012 the consideration for the buy-back of the shares (not including
incidental acquisition costs) must not exceed by more than 10 percent and
not fall below by more than 10 percent the average closing price of shares
in Linde Aktiengesellschaft of the same kind in Xetra trading on the
Frankfurt Stock Exchange on the last three trading days before the
obligation to acquire the shares.
Furthermore, the shares will not be purchased at a price higher than the
higher of the price of the last independent trade and the last highest
current independent bid on the trading venues where the purchase is carried
out. The higher of these two values shall apply.
Linde Aktiengesellschaft will not purchase more than 25 percent of the
average daily volume of the shares in any one day on the stock exchange on
which the purchase is carried out. The average daily volume figure is based
on the average daily volume traded in the 20 trading days preceding the
date of purchase.
The share buy-back program may be suspended, resumed or terminated
prematurely at any time in line with applicable statutory regulations.
A regular update on all transactions will be published via the Linde
Aktiengesellschaft website (http://www.linde.com) according to Art. 4 (4)
EU-VO 2273/2003.
Linde Aktiengesellschaft
Executive Board
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Language: English
Company: Linde AG
KlosterhofstraÃe 1
80331 München
Germany
Internet: www.linde.de
End of Announcement DGAP News-Service
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| Source: EQS Group AG