Linde (LIN) 8-K Other Events

Exhibit 4.2

Linde plc

3.200% EUR 850,000,000 Unsecured Notes due 14 February 2031

Indicative Terms & Conditions

Issuer:	Linde plc
Issuer LEI:	5299003QR1WT0EF88V51
Issuer Ratings:	A2 (stable) / A (stable) by Moody’s / S&P
Issue Rating:	A2 / A by Moody’s / S&P
Form of the Notes:	Bearer form; Notes are issued as New Global Notes and are initially represented by a Temporary Global Note which is exchangeable for a Permanent Global Note
Status of the Notes:	Senior, unsecured
Currency:	Euro (“EUR”)
Notional Amount:	EUR 850,000,000
Trade Date:	7 February 2024
Settlement Date:	14 February 2024 (T+5)
Maturity Date:	14 February 2031
First Coupon Date:	14 February 2025
Term of Notes:	7 years
Spread over EUR-MS:	+55 bps
EUR-MS Rate (p.a.):	2.655%
Re-offer yield (p.a.):	3.205%
Coupon (p.a.):	3.200% per year
Issue / Re-offer Price:	99.969% of the Notional Amount
Redemption:	100%
Fees:	17.5 bps of the Notional Amount as base fee (to be deducted from the issue proceeds) (the “Base Fee”) distributed to the Bookrunners and Co-Leads
	5.0 bps of the Notional Amount as discretionary fee (the “Discretionary Fee”) distributed to Citigroup, Deutsche Bank and Mizuho
All-in Price:	99.744% of the Notional Amount incl. potential discretionary fee
Net Proceeds:	EUR 847,824,000
Benchmark Bund:	DBR 2.400% due November 15, 2030
Benchmark Price:	101.05%
Re-offer spread vs. Benchmark:	+97.7 bps
Business Days:	T2 plus Clearing System
Interest Rate Provisions:	Act/Act (ICMA) Day Count Fraction, payable annually in arrears on 14 Feb each year
Business Day Convention:	Following unadjusted
Denominations:	EUR 100,000
Tax Call:	Applicable
Make-whole Call:	Applicable at the yield of the Benchmark Bund plus 15 bps
3 month Par Call:	Applicable

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Change of Control Put:	Holder put at par upon a change of control
Clean-up Call:	Applicable (75%)
Documentation:	Under Linde’s debt issuance programme dated 4 May 2023 and supplemented on 6 February 2024
Use of Proceeds:	General corporate purposes
Governing Law:	German
Target Market (MIFID II and UK MiFIR product governance):	Eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs or UK PRIIPs. No sales to retail in the EEA or the UK
Listing:	EuroMTF of the Luxembourg Stock Exchange
Selling Restrictions:	RegS and as per the base prospectus of Linde’s debt issuance programme dated 4 May 2023 and supplemented on 6 February 2024 (the “Prospectus”)
Clearing System:	Clearstream Banking Luxembourg / Euroclear
Security Codes:	ISIN: XS2765559443 / Common Code: 276555944 / WKN: A3LUKV
Paying Agent:	Deutsche Bank
Calculation Agent:	The Calculation Agent shall be an independent bank of international standing or an independent financial adviser with relevant expertise, selected by the Issuer
Bookrunners:	Citigroup, Deutsche Bank, Mizuho (Actives)
	TD Securities (Passive)
Co-Leads:	Bank of China, BBVA, Banco Santander, BNP Paribas, Standard Chartered Bank, ANZ, BNY Mellon, Bradesco, Northern Trust, Westpac
Advertisements:	This communication is not an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Prospectus and any supplements are available, and the final terms, when published, will be available at https://www.luxse.com/. The Prospectus and the final terms do not constitute a prospectus within the meaning of Regulation (EU) 2017/1129.

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