Sect/9

30 january 2019

To, The Manager listing Department National Stock Exchange of India Ltd., Exchange Plaza, 51

h Floor, Plot No. C/1, G-Biock, Rnndra Kurla Complex, Sandra (E) Mumbai- 400051

Dear Sir/Madam,

To, The General Manager, Department of Corporate Services BSE limited New Trading Ring, Rotunda Building, 1'1 Floor, P j. Towers, Dalal Street Fort, Mumbal 400001

Corrigendum to the Post Delisting Offer Announcement made by The BOC Group Limited (" Acquirer'' or the "Promoter") and Linde Holdings Netherlands B.V. ("PAC") published on 25 January 2019

This refers to our letter no. Sect/7 dated 25 january 2019 in connection with the Post Delisting Offer Announcement made by the BOC Group Limited ("Acquirer") and Linde Holdings Netherlands B.V. ("PAC') with a copy of the Public Announcement published in the Financial Express, Kolkata Edition on 25 january 2019.

We now enclose a copy of Corrigendum to the Post Delisting Offer Announce men! pu l)l ished in the Financial Express, Kolkata Edl! ron of 30 januaty 20 19 as an update on the earlier aforesaid announcernent for your reference and record . You are 1 · quested to plea~e drsserninate the copy of the said Corrigendum to the Post Deli sting Offer Announcement on your webstle for information of the Members and investors of the Company.

The said Corrigendum to the Post Delisting Offer Announcement has been published today on behalf of The BOC Group Ltd. (the Acquirer) along with the PAC in accordance with Regulation 18 of the Delisting Regulations in relation to failure of the Delisting Offer, in the following newspapers:

Newspaper Language Editions Financial Exp_ress Eng lish All Editions jansatta Hindi All Editions Mumbai Lakshadeep Marathi Mumbai Arthik Li p! Rf'ni'JFl l i -~olkatn

This may please be treated as compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Thanking you,~ Yo~r <; faithfully

~~ /Y' ~~-d~

Asst. Vice President Er Company Secretary

Encl : as above

Registered Office Linde India limited Oxygen House, P43 Taratala Road Kolka Ia 700 088, India CIN l40200WB 1935PlC008184

Phone +91 33 6602 1600 Fax +91 33 2401 4206 customercare lg in@linde.com www linde.in

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This corrigendum announcement ("Corrigendum") to the post delisting offer announcement published on January 25, 2019 ("Post Delisting Offer Announcement") under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended ("Delisting Regulations") and under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the "SEBI (SAST) Regulations") is being issued by The SOC Group Limited ("Acquirer") along with Linde Holdings Netherlands B.V. ("PAC 1''), in its capacity as the person acting in conceri with the .A.cquirer for the Delisting Offer (defined below). to the public shareholders (·Public Shareholders') of Linde India Limited ("Company"), in connection with the proposed acquisition and delisting of the fully paid-up equity shares oi the Company ("Delisting Offer") currently not held by the Acquirer and the PAC 1. being 2. i 3,21.056 shares representing 25% (twenty five per cent) of the Company's share capital ("Equity Shares") from BSE Limited (the "BSE'') and National Stock Exchange of India Limited (the "NSE", together with the SSE, the "Stock Exchanges") pursuant to Regulation 5A(2) of the SEBI (SAST) Regulations read with Regulation 1l3 of the Delisting Regulations. This Corrigendum is in continuation of and should be read in conjunction with the Post Delisting Offer Announcement, the open offer public announcement dated October 24, 2018 ("Open Offer Public Announcement"). detailed public statement published on November 9, 2018 ("DPS"), delisting public announcement dated January 09, 2019 ("Delisting Public Announcement") and the delisting offer letter dated January 09, 2019 ("Delisting Offer Letter"). Capitalizeq terms not defined herein shall have the meaning assigned to them in the Post Delisting Offer Announcement, Open Offer Public Announcement, the DPS, the Delisting Public Announcement, and the Delisting Offer Letter, as the case may be. The Acquirer and PAC 1 issued the Post Delisting Offer Announcement to announce the results of the Dalisting Offer and to provide an update on the open offer ("Open Offer"), which has been made by the Acquirer and PAC 1, along with Praxair, Inc. ("PAC 2") in their capacity as persons acting in concert with the Acquirer for the Open Offer (PAC 1 and PAC 2, collectively referred to as "PACs") to acquire up to 2,13,21 ,056 Equity Shares representing 25% (twenty five per cent) of the Company's share capital from the Public Shareholders. As stated in paragraph 2(a) in the Post Delisting Otter Announcement, the Acquirer and the PAC 1 decided to reject the Discovered Price of ~ 2,025 (Indian Rupees Two Thousand and Twenty Five) per Equity Share and also decided to not make any counter offer in terms of Regulation 16(1 A) of the Delisting Regulations. Accordingly, the Delisting Otter has deemed to have failed in terms of Regulation 19(1) of the Delisting Regulations. As stated in the Post Delisting Offer Announcement, Public Shareholders should note that in terms of Regulation 5A(3) read with Regulation 16 of the SEBI (SAST) Regulations, the Acquirer and the PACs, through the Manager, shall (a) within 5 (five) working days from the date of publication of the Post Deli sting Offer Announcement, file a draft letter of offer for the Open Offer with SEBI and (b) enhance the offer price by an amount equal to a sum determined at the rate of 10% (ten per cent ) per annum for the perlod between the $Cheduled dale of payment of consideration (I.e. January 24, 2019) and the revised date ot payment of consideration (April 11. 2019) to the Public Shareholders In terms- o! the proviso fo Regulation 5A(3) of lh~ SEBJ SAST) Regulations, and comply With all other applicable provisions of the SEB1 (SAST) R~ulatk!ns. Aocordlngly.lhe Offer Price of INA 328.21 (Indian Rupees Three hundred and Twenty Eight ~nd Paise Twenty One) per Equity Share. under the Open Offer as stated in the DPS) shall be-enhanced by the requlsatelnterest amount per Equity Shal'e, lit tt 19 rate of 10% (ten per cent) per annum for the pert~ betWeen January 2.4, 2019 and l.t\e rev!se<f date ot payment ot co~sideratlon to the Publio Shareholders. tentative date i.e. April11, 2019.

11-fESHAREHOI..OERSOFTiiETARGErCOMPANY ARE REQUESTED TO KINDLY NOTETiiEFOU.OWINGINFORMATION RELATED TOniE DEUSTlNG OFFER: 1. Paragraph 2(c) of the Post Delisting Offer Announcement should be read as follows:

In accordance with the proviso to Regulation 19(2)(a) of the Delisting Regulations read with Regulation 5A(5) of the SEBI (SAST) Regulations, the Acquirer and the PAC 1 shall not be required to return such Equity Shares to the Public Shareholders and consider such Equity Shares for purposes of the Open Offer, if the same are not withdrawn by the respective Public Shareholders by February 12, 2019, i.e., within 10 working days from the date of this Corrigendum on January 29, 2019.

2. Before paragraph 2(h), and after paragraph 2(g) of the Post Delisting Offer Announcement, the following paragraphs shall be added: (h) Public Shareholders who have tendered their Equity Shares in the Dellsting Offer shall be entitled to

withdraw such tendered Equity Shares within a 10 (ten) working day period following the date of this Corrigendum, in terms of Regulation 5A(5) of the SEBI (SAST) Regulations (i.e. on any date from and including Wednesday, January 30,2019 up to and including Tuesday, February 12, 2019) (the "Withdrawal Period"). Public Shareholders who wish to withdraw such tendered Equity Shares would have to do so through the same broker/seller member who placed their Bids in the Delistlng Offer and ask the broker/seller member to withdraw their respective Bids. Upon withdrawing the Bid, the broker/ seller member shall provide a Transaction Registration Slip ("TRS") generated by the exchange blddlhg system to the Public Shareholder confirming such withdrawal. For Public Shareholders who have tendered thelr Equity Shares In physical form, the broker seller member Is required to .and the TRS to Link Inti me Jnl;tla Private Limited (''Registrar"). On valid withdrawal of the Bid and receipt of a TRS by the Registrar, tbe Registrar shall dispatch the physical share certificate(s) to the respective broker/seller member(s) post completion of the Withdrawal Period.

(i) In accordance with the proviso to Regulation 19(2)(a) of the Delisting Regulations, in the event that a Public Shareholder of the Company does not withdraw the tendered Equity Shares within the Withdrawal Period, the Acquirer and the PAC 1 shall not be required to return such Equity ShareS to~ the Public $hareholders. The tendered Equity Shares that are not withdrawn within the Withdrawal· Period shall be transferred to the designated Open Offer special account of the clearing corporation __ ......__ ... ; ............ , .................... __. ~- .. +h""" ............... ...,. .. ; __ -- _.,. ...... _ ""-.......... ~ ........ ...,. _ _. ---L... ~...Lirro.o.. A.A.--- __..__...,. ___. ._._

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;:-., :1 iRS o;y u·,e t-leg;si; ar, t: ''" !\i!gistrar :5naii dispatcn tne physicai snare certiiicate(s) to tne m!-ip~clive D:uk~;-;:_.,e,ier rnen1b,~r(r.:_} post c0•npietion e:f the 'vVithdra'Nal Period

(I) In rtC~"Jr~~- -~:_ '.nt~·, ~J·t- t)it~>uL,(i ( ~t:~)lirE; !!;.:J•: "~{~·: ;~~::. ,:;,; tr'u;~ D:_::;Hs·:-~:i£1 ~:;·:·qU~~~tc:'is, itt j 1e ~., , t 1 t~·l ~ Pub"C <l;lh r-:.hol i·~H t'lf Ure C-.. 11 (ifl'/ ~~J .. ~:.¥- (- < th •:i !'~!lii d.~· t~:-:df:·r::-;ri Er!t;~~l' Shr: ~-. ; . - ~ .:" 'J~l•'i.~ - chew:; f (!,kit·~- li~E- .. ~.-Liuirt.::; ~~,1d ih0 P;.\C : ~~-i.:J;1110t be ."equirGd to reh·t~ sw~h Equitv ::":..hd:·e~; to ~t\fJ ::ub; .. _ ,:..!"';_.._ .:;ori~. -~ -.:: & t•·-= t~':o ,l\i~;~· z-~d i":qL.ity ~~ila!-:;;:·; that at~e not \'i+li'::t~~l· :·; .,v!thiil tr.~ \fi;thdn=.PiJ~il P~dcd 3h~H: t>~~ !n.1113fei red "io ttre 0esignateri ()per! t)ffer speciai account '-~'r U1c i~learing cc rporaU:J~'i ':>Oe•~i-:-ica!l·r crpflti:'ci for tile tend8rirog !Jrocess of the Open Offer and 3\l<:h Equity Shares Sl'~<lli net be avaiiacle foi· withdrawai to the Public Shareholders post Tuesday, February .12, 2019. The settlement i:1 respect oi such non-withdrawn Equity Shares shall be made at the same time and on the same terms as the settlement for all other Equity Shares tendered during the tendering periCJd of the Open Offer. Accordingly, any payment or return of the unaccepted non-withdrawn Equity Shares shall be completed, tentatively, by Thursday, April 11, 2019. The detailed process for the same shall be provided in the letter of offer for the Open Offer to be sent to the Public Shareholders in accordance with the provisions of SEBI (SAST) Regulations.

The ex1sting paragraph 2(h) of the Post Delisting Offer Announcement shall be renumbered as paragraph 2(j) and the subsequent paragraphs shall stand renumbered accordingly.

Paragraph 2(J) of the Post Delisiing Offer Announcemef1t shculd be read as follows:

The rsvise·J tt:ntai1ve sciledule of a~ti'lities ~.~nder the Open ()\fer 1s set out below·

Actilfity ~--:--

Date of the Public Announcement

Date of publication of the Detailed Public Statement encapsulating intention to _ ~elis~ under regulation 5A of the SEBI (SAST) Regulations in the newspapers

Last date for competing ~fer

Public announcement of failure of the Delisting Offer and update on the Open Offer

Friday. November 09. 2018

Tuesday, December 04, 201 ~

Friday. January 25, 2019

Date of Corrigendum to Public announcement of failure of the Delisting Offer Tuesday, January 29, 2019 and update on the Open Offer ___ _ t Opening of withdrawal period for Public Shareholders to withdraw the Equity , Wednesday January 30 2019 Shares tendered in the Delisting Offer _ __ ·__ ' '

Filing of the Open Offer draft letter of offer with SEBI 1 Friday, February 1, 2019

Closure of withdrawal period for Public Shareholders to withdraw Tuesday February 12 2019 the Equity Shares tendered in the Dellstlng Offer ' '

Last date for SEBI observations on the Open Offer draft letter of offer (in the event SEBI has not sought clarifications or additional information Monday, February 25, 2019

,......trom the Mana~er)

Identified Date* Wednesday, February 27,2019

Last date by which the Open Offer letter of offer is required to be dispatched' to the Public Shareholders I Thursday, March 7• 2019

Last date by which the committee of the independent directors of the Company shall give its recommendation to the Public Shareholders oft~h Tuesday, March 12,2019 Company for the Open Offer _

Date of publication of advertisement containing announcement of the schedule of activities of the Open Offer, status of statutory and other approvals, if any and procedures for tendering acceptance in the newspaper Wednesday, March 13, 2019 where the DPS was published and notification to SEBI, the Stock Exchanges, 1 and the C<>mpany at its registered office.

Last date for upward revision of the offer price/offer size of the Open Offer 1 Wednesday, March 13, ~~ ~ _

Date of commencement of tendering period (Open Offer opening d~at~e-'-) __ -,...-__ T_h_u_rs_day, M~rch_ 14, 20! 9

Date of expiry of tendering pariod (Open Offer closing date)

Last day of payment to the Public Shareholders whose Equity Shares have been accep~d~ the Open Off~ _____ _

' Last date for publication of post-Open Offer announcement and submission : of the final report with SEBI

Thursday, March 28, 2019

Thursday,April11, 2019

Thursday,April18, 2019

5. All other terms and conditions of the Post Delisting Offer Announcement remain unchanged.

6. If the Public Shareholders have any queries, they should consult the Manager to the Offer or the Registrar to the Offer (details appearing below).

7. A copy of this Corrigendum is expected to be available <;m the SEBI website at http://www.sebi.gov.in.

~AHA~ Tg 'rnEOFFl!R REGISTRAR TO THE Ol'f15R

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:'i /C/C/ Securities

ICICI SECURmES UMITED SEBI Regn_ No_: INM000011179

ICICI Centre, H.T. Parekh Marg, Churchgate. Mumbai- 400020, Maharashtra, India

Tel: +91 22 2288 2460, Fax: +91 22 2282 6580 EmaiiiD: linde.openoffer@icicisecurities.com

Contact Person: Mr. Rishi Tiwari I Mr. Anurag Byas

Date : January 29, 2019 Place: Mumbai

LINKlntirne •

LINK INnME INDIA PRIVATE LIMITED C-1 01 , 1st Floor, 24 7 Park, L.B.S. Marg,

Vikhroli (West), Mumbai 400 083 Tel: +91 22 4918 6200 Fax: +91 22 4918 6195

Email: lindeindia.offer@ linkintime.co.in Contact Person: Mr. Sumeet Deshpande

SEBI Registration Number: INR0000040~

• KOLKATA

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