Dealer Agreement, dated May 11, 2020, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, Deutsche Bank Aktiengesellschaft, as Dealer and the other Dealers party thereto

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SCHEDULE 1 Documentation List

SCHEDULE 2 Selling Restrictions

SCHEDULE 3 Dealer Accession

SCHEDULE 4 Letter regarding increase in the Programme Amount

SCHEDULE 5 Form of Subscription Agreement

SCHEDULE 6 Issuer Effectuation Authorisation

SCHEDULE 7 List of Communication Details

Signature Page to the Dealer Agreement

LINDE PLC (“Linde plc” or, in the case of issues of Notes by Linde Finance B.V., the “Guarantor”);

LINDE FINANCE B.V. (“Linde Finance”);

DEUTSCHE BANK AKTIENGESELLSCHAFT (“Deutsche Bank” or the “Arranger”);

BOFA SECURITIES EUROPE SA, CITIGROUP GLOBAL MARKETS EUROPE AG, CITIGROUP GLOBAL MARKETS LIMITED, COMMERZBANK AKTIENGESELLSCHAFT, CREDIT SUISSE SECURITIES (EUROPE) LIMITED, DEUTSCHE BANK AKTIENGESELLSCHAFT, HSBC BANK PLC, J.P. MORGAN SECURITIES PLC, MERRILL LYNCH INTERNATIONAL, MIZUHO SECURITIES EUROPE GMBH, UNICREDIT BANK AG and WELLS FARGO SECURITIES INTERNATIONAL LIMITED (each a “Dealer” and together, the “Dealers”, which expression shall include any new dealer appointed in accordance with Clause 11 and shall exclude any entity whose appointment has been terminated pursuant to Clause 10).

Linde plc is a public limited company incorporated under the laws of Ireland with its registered office in Dublin, Republic of Ireland and registered in Ireland with registration number 602527. Linde plc is the parent company of the Group (as defined below).

Linde Finance is a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) with its registered office in Amsterdam and registered in the Dutch Trade Register of the Chamber of Commerce (the “Dutch Trade Register”) under number 34115238. Linde plc is the ultimate parent company of Linde Finance B.V.

Linde plc and Linde Finance propose to issue from time to time bearer notes in an aggregate nominal amount outstanding at any one time not exceeding the Programme Limit (as specified herein) in accordance with this Agreement (the “Programme”).

Linde plc, Linde Finance, the Arranger and the Dealers now wish to record the arrangements agreed between them in relation to the Programme as set out herein.

In connection with the Programme, Linde plc and Linde Finance will also enter into an agency agreement, dated 11 May 2020 (such agreement amended from time to time the “Agency Agreement”) and made between Linde plc, Linde Finance and Deutsche Bank Aktiengesellschaft as Fiscal Agent and Paying Agent.

Definitions and Interpretation

Definitions. In this Agreement:

in respect of the appointment of a third party as a Dealer for the duration of the Programme, the Confirmation Letter substantially in the form set out in Part II of Schedule 3 hereto; and

in respect of the appointment of a third party as a Dealer for one or more particular issue(s) of Notes under the Programme, the Confirmation Letter substantially in the form set out in Part IV of Schedule 3 thereto;

in respect of the appointment of a third party as a Dealer for the duration of the Programme, the Dealer Accession Letter substantially in the form set out in Part I of Schedule 3 hereto; and

in respect of the appointment of a third party as a Dealer for one or more particular issue(s) of Notes under the Programme, the Dealer Accession Letter substantially in the form set out in Part III of Schedule 3 hereto;

Expressions. Expressions defined in the Agency Agreement and in the sets of terms and conditions of the Notes as set out in the Prospectus and not otherwise defined in this Agreement shall have the same meanings in this Agreement, except where the context otherwise requires.

References. All references in this Agreement to an agreement, instrument or other document (including this Agreement, the Agency Agreement, the Guarantee, any Series of Notes and any Conditions appertaining thereto) shall be construed as a reference to that agreement, instrument or document as the same may be amended, modified, varied, supplemented or replaced from time to time, including this Agreement as supplemented by any Subscription Agreement.

Agreements to Issue and Purchase

Issue and Purchase of Notes. Each Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes.

Delivery of Notes and Payment of Net Issue Proceeds. On each occasion upon which any Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by such Dealer of one or more Notes:

Delivery of Notes: the relevant Issuer shall cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to

if the Relevant Clearing System is CBF, to CBF, or

if the Relevant Clearing System is CBL and Euroclear

to a common depositary for CBL and Euroclear, or

in the case of NGNs, to a Common Safekeeper; and the securities account of the Relevant Dealer with the Relevant Clearing System will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and

Payment of Net Issue Proceeds: the Relevant Dealer shall, on a delivery against payment basis (unless otherwise agreed), cause the payment of the net subscription moneys (namely the agreed issue or sale price for the Notes plus any accrued interest and less any agreed commissions, concessions or other agreed deductions) to or to the order of the relevant Issuer by credit transfer to such account as may have been specified by the Issuer to the Relevant Dealer for such purpose.

Liability of Dealers Several and Not Joint: Where more than one Dealer has agreed with any Issuer to purchase a particular Tranche of Notes pursuant to this Clause, the obligations of such Dealers to purchase the Notes shall be several and not joint.

Subscription Agreement. Where any Issuer agrees with two or more Dealers to issue, and such Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and the Guarantor (if Linde Finance is the Issuer) shall enter into a Subscription Agreement with such Dealers. Any Issuer may also enter into a Subscription Agreement with one Dealer only.

Procedures Memorandum. The procedures which apply to issues of Notes not to be subscribed pursuant to a Subscription Agreement are set out in Part I of the Procedures Memorandum. The procedures which apply to issues of Notes to be subscribed pursuant to a Subscription Agreement are set out in Part II of the Procedures Memorandum.

Restrictions Relating to Certain Currencies. Any issue of Notes denominated in a currency in respect of which particular laws, regulations, guidelines, restrictions and reporting requirements apply will only be issued in circumstances which comply with such laws, regulations, guidelines, restrictions and reporting requirements from time to time.

Conditions of Issue, Updating of Legal Opinions

First Issue. Before any Issuer reaches its first agreement with any Dealer for the issue and purchase of Notes, each Dealer shall have received, and found satisfactory, all of the documents and confirmations described in the Documentation List. Any Dealer must notify Deutsche Bank and the Issuers within seven Frankfurt business days of receipt of the documents and confirmations described in the Documentation List if it considers any to be unsatisfactory.

Each Issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made pursuant to Clause 2 are conditional upon:

No Material Adverse Change: there having been, as at the proposed Issue Date, no adverse change from that set forth in the Prospectus on the relevant Agreement Date in the condition (financial or otherwise) of the relevant Issuer and the Guarantor (if Linde Finance is the Issuer) and the Group which, in any case, is material in the context of the issue and offering of the Notes;

No Breach of Obligations: there being no outstanding breach of any of the obligations of the relevant Issuer and the Guarantor (if Linde Finance is the Issuer) under this Agreement, any relevant Subscription Agreement, any Notes, the Agency Agreement or the Guarantee which has not been waived by the Dealer on or prior to the proposed Issue Date;

Accuracy of Warranties: the accuracy as of the Agreement Date and the Issue Date, of the warranties set out in Clause 4 or in any relevant Subscription Agreement, and there having been no event rendering inaccurate any of such warranties of the relevant Issuer and the Guarantor (if Linde Finance is the Issuer) with reference to the facts and circumstances then subsisting;

Programme Amount: subject to Clause 12, the aggregate principal amount of the Notes to be issued, when added to the aggregate principal amount of all Notes outstanding on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on such Issue Date) not exceeding the Programme Amount or its equivalent in other currencies as determined pursuant to Clause 3.5;

Listing: in the case of Notes which are intended to be listed on any Stock Exchange, all necessary steps having been taken by the relevant Issuer to qualify the Notes for listing or to obtain the listing of such Notes and the Relevant Dealer being satisfied that such listing will be granted by the relevant Stock Exchange on or shortly after the Issue Date for such Notes;

Force Majeure: there having been, between the Agreement Date and the Issue Date for such Notes, in the reasonable opinion of the Relevant Dealer no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable opinion of the Relevant Dealer be likely to either prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market;

Ratings: there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of any of the debt securities of either Linde plc or Linde Finance by Moody’s Investors Service, Inc., S&P Global Ratings Europe Limited or any other rating agency instructed by Linde plc or Linde Finance which has assigned a rating to either of the Issuers or their debt securities and no public announcement that any such organisation has under surveillance or review with negative implications its rating of any of the debt securities of the Issuers, provided that such downgrading or public announcement is, in the reasonable opinion of the Relevant Dealer, likely to prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market;

Documents Agreed: the relevant form of the Final Terms, the Temporary Global Note, the Permanent Global Note, the legal opinions (in the circumstances of Clause 3.4 below), and the comfort letter or comfort letters of the relevant Issuer and (if Linde Finance is the Issuer) the Guarantor in the circumstances of Clause 5.7 below, as the case may be, in relation to the Tranche of Notes and the respective settlement procedures having been agreed by the relevant Issuer, the Guarantor (if Linde Finance is the Issuer), the Relevant Dealer and the Fiscal Agent;

Currency Accepted: the relevant currency being accepted for settlement by the Relevant Clearing System;

Calculations: any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made;

Approval, Filing, Publication: in the case of Notes which are intended to be listed on the Euro MTF Market, the Prospectus (except for the relevant Final Terms in relation to each Tranche of Notes) being approved by the Luxembourg Stock Exchange and having been published in accordance with the requirements of the Luxembourg Prospectus Law and any other applicable law and the relevant Final Terms having been filed with the Luxembourg Stock Exchange;

No Supplement required: in the case of Notes which are intended to be listed on the Euro MTF Market, (i) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus which is capable of affecting the assessment of the Notes which are intended to be listed or (ii) if there is such significant new factor, material mistake or inaccuracy, a supplement to the Prospectus having been approved by the Luxembourg Stock Exchange and having been published in accordance with the requirements of the Luxembourg Prospectus Law and any other applicable law; and

If Linde plc is the Issuer, Confirmation of the decision of the Chief Financial Officer (Finanzvorstand) of Linde plc: there having been delivered on or prior to the Issue Date the confirmation by an authorised signatory regarding the decision of the Chief Financial Officer (Finanzvorstand) of Linde plc authorising the respective issue of Notes (hereby acting on the basis of a resolution of the Board of Executive Directors (Vorstand) of Linde plc).

Waiver. Any Dealer, on behalf of itself only, may by notice in writing to the relevant Issuer and the Guarantor (if Linde Finance is the Issuer) waive any of the conditions precedent contained in Clauses 3.1 and 3.2 (save for the condition precedent contained in Clause 3.2.4) in so far as they relate to an issue of Notes to that Dealer.

Updating of Legal Opinions. On each occasion on which the Prospectus is updated or supplemented pursuant to Clause 5.2, the Issuers shall procure that legal opinions in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuers, to the Dealers from legal advisers in each of the jurisdictions of the Issuers. In addition, on such other occasions as a Dealer reasonably so requests, the Issuers will procure that a legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuers, to the Dealers from legal advisers in each of the jurisdictions of the

Determination of Programme Amount. For the purposes of Clause 3.2.4:

General: the euro equivalent of the aggregate principal amount of the Notes denominated in a currency other than euro shall be calculated by the Fiscal Agent on the basis of the reference rate as obtained by the Fiscal Agent for the sale of euro against the purchase of the relevant currency on the relevant day of calculation; and

Zero Coupon Notes: the euro equivalent of Zero-Coupon Notes issued at a discount shall be calculated in the manner specified above by reference to the net proceeds received by the relevant Issuer for the relevant issue.

Warranties

Warranties. As at the date of this Agreement, Linde plc and Linde Finance hereby warrants in respect of itself only, and Linde plc in respect of Notes issued by Linde Finance warrants in its capacity as Guarantor jointly and severally with Linde Finance to the Dealers and each of them as follows that:

Financial Statements: the most recently published (i) audited consolidated annual financial statements of Linde plc and its consolidated subsidiaries and (ii) audited stand-alone financial statements of Linde Finance as well as any interim financial statements, if any, published subsequently thereto were prepared in accordance with the requirements of law and with International Financial Reporting Standards or with accounting principles generally accepted in United States of America in the case of Linde plc, and with accounting principles generally accepted in The Netherlands in the case of Linde Finance, in each case consistently applied and they give a true and fair view of the financial condition of Linde plc and its consolidated subsidiaries and Linde Finance as at the date to which they were prepared (the “Relevant Date”) and of the results of the operations of Linde plc and its consolidated subsidiaries and Linde Finance for the financial year or financial period ended on the Relevant Date and that there has been no material adverse change or any development likely to result in a future material adverse change in the condition (financial or otherwise) of Linde plc and its consolidated subsidiaries taken as a whole and Linde Finance since the Relevant Date except as disclosed in the Prospectus;

Prospectus: (i) the Prospectus contains all information which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of Linde plc and Linde Finance and the rights attaching to the Notes and all information which is material in the context of the Programme and the issue and offering of Notes thereunder, (ii) the information contained in the Prospectus with respect to Linde plc, Linde Finance and the Notes is accurate and complete in all material respects and is not misleading, (iii) the opinions and intentions expressed therein with respect to Linde plc, Linde Finance and the Notes are honestly held, (iv) there are no other facts with respect to Linde plc, Linde Finance or the Notes the omission of which would make the Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect and that Linde plc and Linde Finance have made all reasonable enquiries to ascertain all facts material for the purposes aforesaid;

Publication of Prospectus: on or before the first Agreement Date, the Prospectus will have been published in accordance with the requirements of the Luxembourg Prospectus Law;

Incorporation of Linde plc: Linde plc is a public limited company duly established under the laws of the Republic of Ireland with full power and authority to own its assets and to conduct its business as described in the Prospectus;

Incorporation of Linde Finance: Linde Finance is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) duly incorporated under Dutch law with full power and authority to own its assets and to conduct its business as described in the Prospectus;

Agreements Valid: the issue of Notes and the execution and delivery of this Agreement, the Agency Agreement and the Guarantee by Linde plc and/or Linde Finance, as the case may be, have been duly authorised by Linde plc and/or Linde Finance, as the case may be, and, in the case of this Agreement, the Agency Agreement and the Guarantee constitute, and, in the case of Notes, upon due execution, authentication, effectuation (if applicable), issue and delivery in accordance with the Agency Agreement will constitute, legal, valid and binding obligations of Linde plc and/or Linde Finance as the case may be, enforceable in accordance with their respective terms subject to the laws of bankruptcy and other laws affecting the rights of creditors generally;

No Infringement or Violation: the establishment of the Programme, the execution and delivery of this Agreement, the Agency Agreement and the Guarantee, the issue, offering and distribution of Notes and the performance of the terms of any Notes, this Agreement, the Agency Agreement and/or the Guarantee will not infringe any law or regulation of its jurisdiction of incorporation and are not contrary to the provisions of the constitutional documents of Linde plc and/or Linde Finance and will not result in any violation of the terms of any instrument or agreement to which Linde plc and/or Linde Finance is a party or by which Linde plc and/or Linde Finance or their respective property is bound;

No Event of Default: no Event of Default or event which with the giving of notice or lapse of time or other condition would constitute an Event of Default is subsisting in relation to any outstanding Note and no event has occurred which would constitute (after an issue of Notes) an Event of Default thereunder or which with the giving of notice or lapse of time or other condition would (after an issue of Notes) constitute such an Event of Default;

Proceedings: other than as set forth in the Prospectus, neither Linde plc nor Linde Finance is engaged (whether as defendant or otherwise) in, nor has Linde plc or Linde Finance knowledge of the existence of, or any threat (Androhung) of, any legal, arbitration, administrative or other proceedings the result of which relates to claims or amounts which might be material in the context of the Programme and/or the issue and offering of Notes thereunder or which might have or have had a material adverse effect on the financial position or operations of Linde plc, Linde Finance or the Group;

Approvals in Effect: all licences, consents, approvals, authorisations, orders and clearances of all regulatory authorities required by the relevant Issuer and/or the Guarantor for or in connection with the creation and offering of Notes under the Programme, the execution and issue of, and compliance by the Issuer and/or the Guarantor with the terms of Notes issued under the Programme and the execution and delivery of, and compliance with the terms of, this Agreement, the Agency Agreement and the Guarantee have been obtained and are in full force and effect;

Programme Amount: as of the Issue Date for the sale of such Notes, after giving effect to the issuance of such Notes and of any other Notes to be issued by any Issuer, and to the redemption of Notes to be redeemed by any Issuer, on or prior to such Issue Date, the aggregate principal amount of Notes issued by the Issuers outstanding will not exceed the Programme Amount;

Directed Selling Efforts: neither Linde plc nor Linde Finance nor any of their affiliates (as defined in Rule 405 under the Securities Act) nor any persons acting on its or their behalf or any such affiliate’s behalf (other than the Dealers, as to whom no representation or warranty is made) have engaged or will engage in any directed selling efforts within the meaning of Rule 903 of Regulation S under the Securities Act with respect to the Notes;

Offering Restrictions: in respect of any issue of Notes under the Programme, the Issuers and, if applicable, the Guarantor and each of their respective affiliates (as defined in Rule 405 under the Securities Act), and any person (other than the Dealers, as to whom no representation or warranty is made) acting on behalf of any of the foregoing persons have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act;

Dutch Financial Supervision Act: in respect of any issue of Notes under the Programme, Linde Finance complies with the applicable requirements set out in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, as amended from time to time the “FMSA”), including in particular, that Linde Finance conducts its finance activities, whether or not related to the Programme, in a manner so that it has the benefit of the exemptive relief available pursuant to Article 3:2 of the FMSA.

Ranking of Notes: any Notes will be unsecured obligations of the relevant Issuer and the Guarantor (if Linde Finance is the Issuer) and will rank pari passu among themselves and (save for certain debts required to be preferred by law) equally with all other unsecured and unsubordinated obligations of the relevant Issuer from time to time outstanding;

Authorised representatives: that the persons named in the list referred to in paragraph 4 of the Documentation List (as such list may be amended from time to time by notice in writing in accordance with Clause 5.6) are authorised to represent Linde plc and Linde Finance, respectively, in respect of the Programme and to take any action and to sign any document on behalf of Linde plc and Linde Finance, respectively, with binding effect on Linde plc and Linde Finance, respectively;

ICSDs Agreement: the agreements with the ICSDs regarding matters related to the Notes to be issued under the Programme in NGN form are in full force and effect;

Sanctions: neither the U.S. Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State, the United Nation Security Council (“UNSC”), the European Union (the “EU”) nor Her Majesty’s Treasury has imposed any sanctions against Linde plc, Linde Finance or, to the best knowledge of Linde plc and Linde Finance, against any of their subsidiaries, directors, or officers, or any of their employees who will act in any capacity in connection with or benefit from the Programme because of the violation of any laws and regulations administered by OFAC, the U.S. Department of State, the UNSC, the EU or Her Majesty’s Treasury, respectively.

Anti-Bribery: each of Linde plc and Linde Finance has instituted and maintains anti-bribery and corruption policies and procedures and that neither Linde plc or Linde Finance nor, to the knowledge of Linde plc and Linde Finance, any of their respective subsidiaries, directors, officers or employees has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any government official or employee from corporate funds, or (iii) made any bribe, influence payment, kickback or other unlawful payment; and

Money-Laundering: no formal action, suit or proceeding by or before any court or governmental agency, authority or body involving Linde plc or Linde Finance with respect to any applicable anti-money-laundering laws or regulations is pending or has been pending within the last three years, other than as disclosed and each of Linde plc or Linde Finance has instituted and maintains procedures to ensure compliance with applicable anti-money-laundering laws and any transactions proceeds will not be used for any purpose that would breach applicable anti-money-laundering laws.

Warranties Repeated as at Agreement Date and Issue Date. With regard to each issue of Notes under the Programme, each warranty set forth in Clause 4.1 shall be true and correct as at the Agreement Date for such Notes (any agreement on such Agreement Date being deemed to have been made on the basis of, and in reliance on, such warranties) and as at the Issue Date of such Notes and each of the relevant Issuer and the Guarantor (if Linde Finance is the Issuer) shall be deemed to repeat each such warranty as at each such date.

Warranties Repeated on other Occasions. Each warranty set forth in Clause 4.1 shall be true and correct on the date on which the Prospectus or any supplement thereto is published, on each date on which a new Prospectus is published and on each date on which the Programme Amount is increased in accordance with Clause 12 and the Issuers shall be deemed to repeat each such warranty as at each such date.

Warranties Continuing in Effect. The warranties set forth in this Clause shall continue in full force and effect notwithstanding the knowledge of any Dealer with respect to any of the matters referred to in the warranties set out above, any investigation by or on behalf of the Dealers or completion of the subscription and issue of any Notes.

Undertakings by the Issuer and the Guarantor

Notification of Material Developments. Each Issuer and/or the Guarantor (if Linde Finance is the Issuer) shall promptly after becoming aware of the occurrence thereof notify each Dealer of:

Event of Default: any Event of Default or any condition, event or act which would after an issue of Notes (or would with the giving of notice and/or lapse of time) constitute an Event of Default or any breach of the warranties or undertakings contained in this Agreement or the Agency Agreement or the Guarantee or any of them; and

Material Developments: any development or information which (i) relates, directly or indirectly, to the Issuers, their business, financial situation, profits or prospects, or any of its financial instruments, (ii) which has not been made public and (iii) would be likely to have a significant effect on the price of the Notes issued hereunder if it were made public, except that if such development or information constitutes inside information within the meaning of Article 7 of the Market Abuse Regulation, the disclosure of which either Issuer has delayed in accordance with Article 17(4) of the Market Abuse Regulation, no notification needs to be made while such right to delay disclosure continues.

Updating of Prospectus.

Annual Update: On or before each anniversary of the date of this Agreement, Linde plc and Linde Finance shall update or supplement the Prospectus (following consultation with the Arranger who will consult with the Dealers) and shall have the Prospectus approved by the Luxembourg Stock Exchange by the publication of a supplement thereto or a new Prospectus, in a form approved by the Dealers.

Supplement: Linde plc and Linde Finance shall (i) update or supplement the Prospectus (following consultation with the Arranger(s) who will consult with the Dealers) by publication of a supplement to the Prospectus in a form approved by the Dealers, (aa) in the event of any significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus which is capable of affecting the assessment of the Notes to be issued under the Programme, (bb) on

Financial Statements: Linde plc and Linde Finance shall promptly supply to each Dealer and the Fiscal Agent such number of copies of such financial statements, revised Prospectuses or supplements (if any) as each Dealer or the Fiscal Agent (as the case may be) may reasonably request. Until a Dealer receives such financial statements, incorporated by reference into the Prospectus or any supplement thereto, the definition of “Prospectus” in Clause 1 shall, in relation to such Dealer, mean the Prospectus prior to the receipt by such Dealer of such financial statements or the publication of such revised Prospectus or supplement.

Change of Terms: If the terms of the Programme are modified or amended in a manner which would make the Prospectus, as supplemented, inaccurate or misleading, Linde plc and Linde Finance shall prepare and publish a new Prospectus or supplement.

Listing. The Issuers confirm that they have authorised the Luxembourg Listing Agent to make or cause to be made an application on behalf of and at the expense of the Issuers for the Programme to be admitted to the Euro MTF Market so that Notes to be issued under the Programme may be listed on the Official List of the Luxembourg Stock Exchange.

Agency Agreement and Guarantee. Each of Linde plc and Linde Finance undertakes that it will not:

without prior consultation with the Dealers terminate the Agency Agreement or the Guarantee or effect or permit to become effective any amendment to any such agreement which, in the case of an amendment, would or might adversely affect the interests of any Dealer or of any holder of Notes issued before the date of such amendment, or

except after consultation with the Arranger appoint a different Fiscal Agent or paying agent(s) under the Agency Agreement.

Lawful Compliance. Each of Linde plc and Linde Finance shall at all times ensure that all necessary action is taken and all necessary conditions are fulfilled (including, without limitation, the obtaining of all necessary consents) so that they may lawfully comply with their obligations under all Notes, this Agreement, the Agency Agreement and the Guarantee as the case may be, and, so that they may comply with any applicable laws, regulations and guidance from time to time promulgated by any governmental and regulatory authorities relevant in the context of the issue of Notes. Each of Linde plc and Linde Finance complies and undertakes that it will continue to comply with the requirements of the FSMA.

Authorised Representatives. Linde plc and/or Linde Finance shall notify the Dealers and the Fiscal Agent immediately in writing if any of the persons named in the list referred to in paragraph 4 of the Documentation List ceases to be authorised to take action on behalf of Linde plc and/or Linde Finance respectively or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Dealers that such person has been so authorised.

Auditors’ Comfort Letters. Linde plc and Linde Finance shall at the time of the preparation of the Prospectus and at other times whenever so reasonably requested by the Dealers (or any of them) deliver, at the expense of Linde plc and Linde Finance to the Dealers a comfort letter or comfort letters from independent auditors of Linde plc and Linde Finance in such form and with such content as the Dealers may reasonably request, provided that no such letter or letters will be delivered in connection with the publication or issue of the audited annual financial statements of Linde plc and Linde Finance.

No other Issues. During the period commencing on an Agreement Date and ending on the Issue Date with respect to any Notes which are issued on a syndicated basis and are to be listed, the relevant Issuer shall not, without prior consultation with the Relevant Dealer, issue or agree to issue any other listed notes, bonds or other debt securities of whatsoever nature (other than Notes to be issued to the same Dealer) where such notes, bonds or other debt securities would have the same maturity and currency as the Notes to be issued on the relevant Issue Date.

Ratings. Each of Linde plc and Linde Finance undertakes promptly to notify the Dealers of any change in the ratings given by Moody’s Investors Service, Inc., S&P Global Ratings Europe Limited and/or such other rating agency as notified to the Dealers for any of the Notes to be issued under the Programme by it or any public announcement that any such organisation has under surveillance or review its rating of any of the debt securities of such Issuer.

Sanctions. Linde plc and Linde Finance will not use the proceeds from the issuance of Notes under the Programme in violation of any laws and regulations administered by OFAC, the U.S. Department of State, UNSC, the EU and the United Kingdom, respectively.

Indemnity

Without prejudice to the other rights or remedies of the Dealers, each of Linde plc and Linde Finance jointly and severally undertake with each of the Dealers that they will indemnify each Indemnified Person against any losses, liabilities, damages, costs, claims, expenses or actions (including all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which such Indemnified Person may incur or which may be made against it as a result of or in relation to:

Failure to Issue: any failure by either Issuer to issue on the agreed Issue Date any Notes which a Dealer has agreed to purchase (unless such failure is as a result of the failure by the Relevant Dealer to pay the aggregate purchase price for such Notes); or

Breach of Obligations: any breach or (in case of a claim not brought by any of the Dealers) alleged breach of the obligations and undertakings contained in or made by any Issuer and/or Guarantor (if Linde Finance is the Issuer) pursuant to this Agreement or any Subscription Agreement; or

Inaccuracy of Warranties: any inaccuracy or alleged inaccuracy of the warranties contained in, or made or deemed to be made by any Issuer and/or Guarantor (if Linde Finance is the Issuer) pursuant to this Agreement or any Subscription Agreement; or

Inaccuracy of Prospectus: any inaccurate or misleading, or allegedly inaccurate or misleading, untrue or (in case of a claim not brought by any of the Dealers) alleged untrue statement in, or omission, or alleged omission, from, the Prospectus or any part thereof; or

Inaccuracy of Information Provided: any inaccurate or misleading, or allegedly inaccurate or misleading, statement in any additional written information provided by Linde plc and/or Linde Finance to the Dealers pursuant to Clause 7 below.

Each of Linde plc and Linde Finance agrees that its undertaking pursuant to subsection 6.1.3 to 6.1.5 constitutes a separate and absolute guarantee and that its obligation to indemnify any Dealer shall exist irrespective of whether fault of itself, its organs, directors, officers, employees or agents is involved.

Authority to Distribute Documents

Linde plc and Linde Finance hereby authorise each of the Dealers on behalf of Linde plc and Linde Finance to provide copies of and make oral statements consistent with the Prospectus and such additional written information as Linde plc and Linde Finance shall provide to the Dealers or approve for the Dealers to use or such other information as is in the public domain as a consequence of a publication by or on behalf or with the express authority of either of them to actual and potential purchasers of Notes.

When using the Prospectus, each Dealer must make certain that it complies with all applicable laws and regulations in force in the respective jurisdictions, including with the restrictions specified in the “Prohibition of Sales to EEA and United Kingdom Retail Investors” legend set out on the cover page of the applicable Final Terms, if any.

Dealers’ Undertakings

Each Dealer represents and agrees to comply with the restrictions and agreements set out in Schedule 2 hereto.

Without prejudice to the other rights or remedies of Linde plc and Linde Finance, each of the Dealers severally undertakes with Linde plc and Linde Finance that it will indemnify Linde plc, Linde Finance, their affiliates and each of their directors, officers, employees and agents against any losses, liabilities, costs, claims, expenses or actions (including all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which such entity or person may incur or which may be made against it as a result of or in relation to any wilful or negligent failure by that Dealer to comply with the restriction and agreement set out in Schedule 2 hereto, provided that, without prejudice to any other claim the Issuer may have against that Dealer, no Dealer shall be liable to hold Linde plc or Linde Finance indemnified against any losses, liabilities, costs, claims, expenses or actions arising from the sale of Notes to any person believed in good faith by that Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Schedule 2.

Each of the Dealers agrees that a determination will be made in relation to each issue of Notes about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but that, otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

Fees, Expenses and Stamp Duties

pay to each Dealer all commissions agreed between the relevant Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added tax or other tax thereon); and

pay (together with any value added tax or other tax thereon):

the fees and expenses of its legal advisers and auditors;

the costs of listing and maintaining the listing of any Notes which are to be listed on a Stock Exchange;

the costs of obtaining any credit rating for the Notes as agreed by the Issuer;

the costs of any publicity agreed by the Issuer in connection with any issue of Notes;

the cost of obtaining the approval of the Prospectus or any supplement thereto by the Luxembourg Stock Exchange;

the costs in relation to the publication of the Prospectus and any supplement thereto in accordance with the Luxembourg Prospectus Law and any other applicable law,

the fees and expenses of the Fiscal Agent and any paying agent as more fully set out in a letter between Linde plc and the Fiscal Agent; and

all expenses in connection with the preparation of this Agreement, the Agency Agreement, the Guarantee and the preparation and printing the Prospectus and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3.4 and of any auditors’ comfort letters issued pursuant to Clause 5.7);

pay to Deutsche Bank the fees and disbursements of legal advisers appointed to represent the Dealers (including any value added tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Guarantee and any documents referred to in any of them and any other documents required in connection with the update of the Programme as more fully set out in a letter of even date herewith between Linde plc, Linde Finance and Deutsche Bank; and

pay promptly, and in any event before any penalty becomes payable, any documentary, registration or similar duty or tax payable in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Guarantee or any Note and indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax.

Termination of Appointment of Dealers

Appointment of New Dealers

Appointment. Nothing in this Agreement shall prevent Linde plc and Linde Finance from appointing one or more New Dealers for the duration of the Programme or, with regard to an issue of a particular Tranche of Notes, for the purposes of that particular Tranche, in either case upon the terms of this Agreement. Unless such appointment is effected pursuant to a Subscription Agreement:

any New Dealer shall have first delivered to the Issuers an appropriate Dealer Accession Letter; and

the Issuers shall have delivered to such New Dealer an appropriate Confirmation Letter.

Rights and Obligations of New Dealers. Upon receipt of the relevant Confirmation Letter or execution of the relevant Subscription Agreement, each such New Dealer shall, subject to the terms of the Relevant Dealer Accession Letter and the relevant Confirmation Letter or the relevant Subscription Agreement, as the case may be, become a party to this Agreement, vested with all rights and obligations of a Dealer as if originally named as a Dealer hereunder. Except in the case of the appointment of a New Dealer for the duration of the Programme, following the Issue Date of the relevant Tranche, the relevant New Dealer shall have no further rights or obligations except such as may have accrued or been incurred prior to, or in connection with, the issue of such Tranche.

Dealer Notification. The Issuers shall promptly notify the other Dealers and the Fiscal Agent of any appointment of a New Dealer for the duration of the Programme by supplying to such parties a copy of any Dealer Accession Letter and Confirmation Letter. Such notice shall be given in the case of an appointment of a New Dealer for a particular issue of Notes to the Fiscal Agent only.

Increase in the Programme Amount

Procedure. From time to time Linde plc and Linde Finance may wish to increase the aggregate principal amount of the Notes that may be issued under the Programme. In such circumstances, they may give notice of such an increase (subject as set out in Clause 12.2) by delivering to the Luxembourg Listing Agent, the Fiscal Agent and the Dealers a letter substantially in the form set out in Schedule 4 hereto. Upon the date specified in such notice (which date may not be earlier than seven Frankfurt business days after the date on which the notice is given), all references in this Agreement, the Agency Agreement, the Guarantee or any other agreement or document in relation to the Programme to a Debt Issuance Programme of a certain principal amount, shall be and shall be deemed to be references to a Debt Issuance Programme of the increased principal amount.

Documentation. The right of Linde plc and Linde Finance to increase the aggregate principal amount of the Programme shall be subject to each Dealer having received and found satisfactory all the documents and confirmations described in the Documentation List (with such changes as may be relevant, with reference to the circumstances at the time of the proposed increase as are agreed between Linde plc, Linde Finance and the Dealers), and the delivery of any further documents that the Arranger(s) on behalf of the Dealers may reasonably require, including the production by Linde plc and Linde Finance of a supplementary Prospectus and any further or other documents required by the relevant Stock Exchange for the purpose of listing any Notes to be issued under the Programme on the relevant Stock Exchange. The Arranger(s) shall circulate to the Dealers the documents and confirmations described in the Documentation List and any further documents which may have been required by it. Any Dealer must notify the Arranger(s) and Linde plc and Linde Finance within five Frankfurt business days of receipt, if it considers such documents to be unsatisfactory. In the absence of such notification, such Dealer shall be deemed to consider such documents to be satisfactory.

Status of the Arranger, Indemnity Arrangements among the Dealers and Obligations Several

Status of the Arranger. Each of the Dealers agrees that the Arranger has only acted in an administrative capacity to facilitate the establishment and/or maintenance of the Programme. The Arranger has no responsibility to any Dealer for (a) the adequacy, accuracy, completeness or reasonableness of any representation, warranty, undertaking, agreement, statement or information in the Prospectus, any Final Terms, this Agreement or any information provided in connection with the Programme or (b) the nature and suitability to it of all legal, tax and accounting matters and all documentation in connection with the Programme or any Tranche.

Indemnity Arrangements among the Dealers. Each Indemnifying Dealer (as defined below) will indemnify any Non-participating Dealer (as defined below) named in the Prospectus against any loss, liability, claim, action, demand or expense (a “Loss” which shall include, but not be limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which, such Non-participating Dealer may incur, or alternatively which may be made against such Non-participating Dealer by an order of a competent court or tribunal, in the relevant jurisdiction in connection with an offer of Notes under the Programme, as a result of a failure or an alleged failure by the Issuer or the Guarantor to update or supplement the Prospectus due to significant new factors arising after the date of the Prospectus, as required by law.

as soon as reasonably practicable but in any event not later than 25 days after becoming aware of any claim, action or other legal process being raised or instituted against it, notifies the Indemnifying Dealer thereof in writing and gives the Indemnifying Dealer an opportunity to participate in the defence of the claim, action or other legal process; and

in the exercise of its reasonable judgment, has determined:

following a formal legal opinion from a reputable law firm, that it is not possible to pursue an indemnification claim against the Issuer or the Guarantor under Clause 6.1.4; or

that it is unlikely that such claim can be successfully collected in whole.

Obligations Several. Save as expressly provided in any Subscription Agreement, the obligations of the Dealers and the Arranger under this Agreement are several and not joint.

Assignment of Agreement

Currency Indemnity

Calculation Agent

General. In the case of any Series of Notes which require the appointment of a Calculation Agent, the Fiscal Agent shall act as Calculation Agent, unless the Fiscal Agent has not agreed, or may not be treated as having agreed, to act as Calculation Agent in accordance with Clause 8 of the Agency Agreement or the Relevant Dealer or (in the case of a syndicated issue) the Lead Manager requests the Issuer to appoint such Dealer or Lead Manager, or a person nominated by such Dealer or Lead Manager (a “Nominee”), as Calculation Agent and the Issuer agrees thereto.

Appointment. Should such a request be made to the Issuer and agreement be given by the Issuer, the appointment of that Dealer or Lead Manager shall be automatic upon the issue of the relevant Series of Notes, and shall, except as agreed, be on the terms set out in the Agency Agreement. No further action shall be required to effect the appointment of such Dealer or Lead Manager as Calculation Agent in relation to that Series of Notes. The appointment of a Nominee as Calculation Agent shall require the delivery (i) to the Nominee of a Calculation Agent Appointment Letter duly completed and executed by the Issuer and (ii) to the Issuer of a Confirmation duly completed and executed by that Nominee, such Calculation Agent Appointment Letter and such Confirmation to be substantially in the form set out in Schedule 2 to the Agency Agreement or as otherwise agreed. The name of the Dealer, Lead Manager or Nominee so appointed will be entered in the relevant Final Terms.

Stabilisation

Notices and Communications

Form of and Address for Notices. All notices and communications under this Agreement shall be by letter, email or fax, posted or delivered by hand, or (but only where specifically provided in the Procedures Memorandum) by telephone. Each notice or communication shall be given to the relevant party at the address, fax number or telephone number and, in the case of a communication by letter or fax, marked for the attention of, or (in the case of a communication by telephone) made to, the person(s) or department from time to time specified in writing by that party to the other for the purpose. The initial address, telephone number, fax number and person(s) or department so specified by each party are set out in Schedule 7 hereto.

Effectiveness. Every notice or communication sent in accordance with Clause 18.1 shall be effective as follows:

Letter, Email or Fax: if sent by letter, email or fax, upon receipt by the addressee; and

Telephone: if made on the telephone, upon being made.

Copy to Linde plc. A copy of any notice or communication served on Linde Finance in accordance with Clause 18.1 above shall be given to Linde Plc to the contact specified in Schedule 7 hereto

Recognition of the U.S. Special Resolution Regime

In the event that any Dealer that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Dealer of this Dealer Agreement, and any interest and obligation in or under this Dealer Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Dealer Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that any Dealer that is a Covered Entity or a Covered Affiliate of any such Dealer becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Dealer Agreement that may be exercised against such Dealer are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Dealer Agreement were governed by the laws of the United States or a state of the United States.

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

No Fiduciary Duties

Power of Attorney

Governing Law, Place of Jurisdiction

Governing Law. This Agreement, any non-contractual obligations arising out of or in connection with it and every agreement for the issue and purchase of Notes as referred to in Clause 2 shall be governed by, and construed in accordance with, German law.

Place of Jurisdiction. Any action or other legal proceedings (“Proceedings”) arising out of or in connection with this Agreement shall be brought in the District Court (Landgericht) in Frankfurt am Main.

Severability and Partial Invalidity

Counterparts

A copy of the Articles of Association of Linde plc and Linde Finance, respectively.

An extract of most recent date from the Commercial Registers pertaining to Linde plc and Linde Finance, respectively.

Copies of the resolution of the board of management of Linde plc and Linde Finance, respectively, passed in connection with the establishment of the Programme.

A list of the names and titles and specimen signatures of the persons authorised to sign on behalf of Linde plc and Linde Finance.

Conformed copies of each of this Agreement, the Agency Agreement and the Guarantee.

The Prospectus.

A copy of the approval of the Prospectus by the Luxembourg Stock Exchange.

A copy of the effectuation authorisations signed by each Issuer in the form or, substantially in the form of, Schedule 6.

A copy of the agreement of each Issuer with the ICSDs regarding Notes in NGN format.

Legal opinions in form and substance satisfactory to the Arranger from:

Linklaters LLP (legal advisers to the Issuers as to the laws of The Netherlands);

Arthur Cox (legal advisers to the Issuers as the laws of Ireland);

Hengeler Mueller Partnerschaft von Rechtsanwälten mbB (legal advisers to the Dealers as to the laws of the Federal Republic of Germany).

Comfort letters from PricewaterhouseCoopers, Ireland, as independent auditors of Linde plc for its IFRS financial statements, PricewaterhouseCoopers LLP, as independent auditors of Linde plc for its U.S. GAAP financial statements and KPMG Accountants N.V. as independent auditors of Linde Finance.

General

United States of America

Each Dealer acknowledges that the Notes and the Guarantee have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Each Dealer represents and agrees that it has not offered and sold any Notes, and will not offer and sell any Notes constituting part of its allotment within the United States or to, or for the account or benefit of a U.S. person, except in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act. Accordingly, each Dealer further has represented and agreed that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to any Note, and it and they have complied and will comply with the offering restrictions requirements of Regulation S.

Each Dealer agrees that, at or prior to confirmation of any sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect:

Notes will be issued in accordance with the provisions of United States Treasury Regulations Section 1.163-5(c)(2)(i)(D) (the “D Rules”), or in accordance with the provisions of United States Treasury Regulations Section 1.163-5(c)(2)(i)(C) (the “C Rules”) (or, any successor rules in substantially the same form as the C Rules or D Rules, as applicable, for purposes of Section 4701 of the U.S. Internal Revenue Code).

except to the extent permitted under the D Rules, (x) it has not offered or sold, and during the restricted period will not offer or sell, Notes to a person who is within the United States or its possessions or to a United States person, and (y) such Dealer has not delivered and will not deliver within the United States or its possessions definitive Notes that are sold during the restricted period;

it has and throughout the restricted period will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes are aware that such Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

if such Dealer is a United States person, it has represented that it is acquiring the Notes for purposes of resale in connection with their original issuance and if such Dealer retains Notes for its own account, it will only do so in accordance with the requirements of the D Rules;

with respect to each affiliate that acquires from such Dealer Notes for the purposes of offering or selling such Notes during the restricted period, such Dealer either (x) repeats and confirms the agreements contained in sub-clauses (i), (ii) and (iii) on such affiliate’s behalf or (y) agrees that it will obtain from such affiliate for the benefit of the Issuer the agreements contained in sub-clauses (i), (ii) and (iii).

European Economic Area and the United Kingdom

a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

a customer within the meaning of Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

United Kingdom of Great Britain and Northern Ireland (“United Kingdom”)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantor; and

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

The Netherlands

Switzerland

Singapore:

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

where no consideration is or will be given for the transfer;

where the transfer is by operation of law; or

as specified in Section 276(7) of the SFA,

Linde plc

a copy of the Dealer Agreement; and

a copy of all documents referred to in Schedule 1 of the Dealer Agreement,

Deutsche Bank Aktiengesellschaft,

Linde plc

a copy of the Dealer Agreement; and

a copy of such of the other documents referred to in Schedule 1 of the Dealer Agreement as we have requested,

Deutsche Bank Aktiengesellschaft,

[Name and address of New Dealer]

Deutsche Bank Aktiengesellschaft,

The Dealers and the Luxembourg Listing Agent

Deutsche Bank Aktiengesellschaft,

[Linde plc]

[if Linde Finance is the Issuer insert: Linde plc

[Insert name of lead manager]

[insert name of other managers]

Terms

[Appointments]

a copy of the Dealer Agreement; and

a copy of such of the documents referred to in Schedule 1 of the Dealer Agreement as the Lead Manager (on behalf of the Managers) has requested

Purchase of the Notes

Subject to the terms and conditions of the Dealer Agreement the Issuer hereby agrees to issue the Notes and each Manager severally and not jointly agrees to purchase such principal amount of the Notes as corresponds to its commitment as set forth in Annex B attached hereto at a purchase price of [●]% of the principal amount of the Notes (the “Purchase Price”), being the issue price of [●]% less a selling concession of [●]%of such principal amount and a management and underwriting fee of [●]% of such principal amount.

The settlement procedures set out in Part II of the Procedures Memorandum shall apply as if set out in this Agreement provided that, for the purposes of this Agreement:

the sum payable on the Issue Date shall be [●] (representing the Purchase Price) [, less the amount payable in respect of Managers’ expenses specified in Article [4] of this Agreement];

“Issue Date” means [●] a.m. ([●] time) on [●] or such other time and/or date as the Issuer and the Lead Manager on behalf of the Managers may agree;

“Payment Instruction Date” means the Issue Date unless there is to be a pre-closing for the issue in which case it means the business day (being a day on which banks and foreign exchange markets are open for business in [Frankfurt]) prior to the Issue Date.

Expenses

Conditions Precedent

The obligation of the Managers to purchase the Notes is conditional upon:

the conditions set out in Clause 3.2 of the Dealer Agreement being satisfied as of the Payment Instruction Date and without prejudice to the aforesaid, the Prospectus dated [•] [, as supplemented by [•],] containing all material information relating to the assets and liabilities, financial position and profits and losses of the Issuer [and the Guarantor] and nothing having happened or being expected to happen which would require the Prospectus [, as so supplemented,] to be [further] supplemented or updated; and

the delivery to the Lead Manager on the Payment Instruction Date of:

legal opinion[s] addressed to the Managers dated the Payment Instruction Date in such form and with such contents as the Lead Manager, on behalf of the Managers, may reasonably require from [the internal legal department of the Issuer] [Linklaters LLP] [and] [Hengeler Mueller Partnerschaft von Rechtsanwälten mbB];

a certificate dated as at the Payment Instruction Date signed by a duly authorised officer of the Issuer [and a certificate dated as at the Payment Instruction Date signed by a duly authorised officer of the Guarantor] giving confirmation to the effect stated in sub-paragraph (a) of this Article;

[a] comfort letter[s] dated the [date hereof and the] Payment Instruction Date from the independent auditors of [each of] the Issuer [and the Guarantor], in such form and with such content as the Managers may reasonably request;

such other conditions precedent as the Lead Manager may require.

If any of the conditions set forth in Clause [5].1 is not satisfied as of the Payment Instruction Date, this Agreement shall terminate on such date. Upon such termination the parties hereto shall be under no further liability arising out of this Agreement (except for the liability of the Issuer[, or failing the Issuer, the Guarantor] in relation to expenses as provided in Clause [4] hereof and except for any liability arising before or in relation to such termination), provided that the Lead Manager, on behalf of the Managers, may in its discretion waive any of the aforesaid conditions (other than the condition precedent contained in Clause 3.2.4 of the Dealer Agreement) or any part of them.

Force Majeure

MiFID Product Governance Rules

each of the Manager[s] (each a “Manufacturer” and together “the Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Final Terms in connection with the Notes; and

[the Managers] [and] [,] the Issuer [and the Guarantor] note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the Manufacturer[s] and the related information set out in the Final Terms in connection with the Notes.

Miscellaneous

Clause 19 of the Dealer Agreement shall also apply to this Agreement as if expressly incorporated herein.

This Agreement may be signed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement and any party may enter into this Agreement by executing a counterpart.

Euroclear Bank SA/NV