Item 10. Directors, Executive Officers and Corporate Governance

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Item 10. Directors, Executive Officers and Corporate Governance

Corporate Governance Structure of Linde plc

Overview

Linde plc is required to comply with the Companies Act 2014 (as amended) (Ireland). However, there is no corporate governance regime applicable to Linde plc in Ireland because the Linde plc shares are not listed in Ireland. Following completion of the business combination, Linde plc will be subject to the corporate governance frameworks required by virtue of the listing of the Linde plc shares on the New York Stock Exchange and Frankfurt Stock Exchange.

Directors

Linde plc is currently managed by a board of directors with four directors, two designated by Praxair and two by Linde. Decisions of the board prior to the completion of the business combination may only be made by a majority of the directors. Under its existing constitution, the directors of Linde plc serve indefinitely and are not subject to annual re-election.

The following individuals are currently the directors of Linde plc:




Name	Age	Present Principal Occupation or Employment, Employment History and Other Directorships Held in the Last Five Years
Guillermo Bichara	43	Mr. Bichara was appointed Vice President, General Counsel and Corporate Secretary of Praxair, Inc. effective January 1, 2015. Prior to this, from 2013 - 2014, he was Associate General Counsel and Assistant Secretary. From 2011 - 2013, Mr. Bichara served as Associate General Counsel with responsibility for Praxair Europe, Praxair Mexico and corporate transactions. He was Vice President and General Counsel of Praxair Asia from 2007 - 2011, and joined Praxair in 2006 as director of legal affairs at Praxair Mexico. Prior to joining Praxair, Mr. Bichara served as corporate counsel at CEMEX, Mexico’s global leader in the building materials industry, and was a foreign associate and counsel, respectively, at the law firms of Skadden, Arps, Slate, Meagher & Flom and White & Case.

Andrew Brackfield	61	Mr. Brackfield serves as Head of Legal, M&A, at Linde, a position that he has held since September 2015. He was Head of Legal M&A and Finance from 2012 until 2015 and prior to that held senior legal positions within Linde and The BOC Group Limited, which was acquired by Linde in 2006. Mr. Brackfield is also a Director of a number of Linde subsidiaries. Prior to joining The BOC Group Limited, Mr. Brackfield was a partner at Linklaters. He holds the position of company secretary at Linde plc. Mr. Brackfield is an English solicitor and holds a law degree from the University of Cambridge.

Christopher Cossins	51	Mr. Cossins has served as Head of Tax, UK and Financial Restructuring for Linde since 2007. Mr. Cossins is also a Director of a number of Linde subsidiaries. Prior to joining The BOC Group Limited, Mr. Cossins was employed by KPMG. He holds the positions of principal executive officer, principal financial officer and principal accounting officer of Linde plc. Mr. Cossins is a chartered accountant and holds an engineering degree from the University of Nottingham.

Richard L. Steinseifer	60	Mr. Steinseifer was named vice president of Mergers and Acquisitions for Praxair, Inc. in 2005. He has primary responsibility for the implementation of all merger, acquisition, divestiture and joint-venture transactions for the company, its affiliates and subsidiaries. Mr. Steinseifer joined Praxair in 1996 as director of financial services for Praxair’s largest business unit, North American Industrial Gases. In 2001, he was named director of acquisitions for Healthcare and, in 2003, his role was expanded to vice president, business development. Prior to joining Praxair, Mr. Steinseifer held positions as vice president, controller and director, international business development, during his six years at Liquid Carbonic, the industrial gases division of CBI Industries. Prior to that, he spent eight years with GE Medical Systems and four years with J.I. Case Company in financial management positions.

All four of the existing directors will resign effective at the closing of the business combination and will be replaced with the directors determined by Praxair and Linde in accordance with the Linde plc constitution.

The directors of Linde plc can be reached at Linde plc’s principal executive offices: The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey GU2 7XY, United Kingdom (tel. +44 1483 242200).

Section 16(a) Beneficial Ownership Reporting Compliance

Because the Company’s ordinary shares are not registered under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), the Company’s officers, directors and persons who own more than ten percent of the Company’s ordinary shares, are not required to file reports of ownership and reports of changes in ownership under Section 16(a) of the Exchange Act with the SEC.

Code of Ethics

Linde plc has not adopted a code of ethics. Given the nature of the Company’s business, its limited shareholder base and current composition of management, the board does not believe that the Company requires a code of ethics at this time.

Committees

Linde plc has not yet established an audit committee, a nomination and governance committee or a compensation committee.

Executive Officers of the Registrant

Christopher Cossins is the principal executive officer, principal financial officer and principal accounting officer of Linde plc. For additional information about Mr. Cossins, see "Directors" included in this Item 10 above.

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