Supervisory Board Emoluments

*inculding VAT

The present remuneration of the Supervisory Board was determined at the Shareholders’ Meeting on 5 June 2007 based on a proposal from the Executive Board and Supervisory Board with effect from the 2007 financial year and is governed by Article 11 in the company statutes.

The emoluments comprise two components, a fixed component and a variable one which is dependent on the company’s performance. Part of the variable component depends on the dividend. Another part is linked to the return on capital employed (ROCE) for The Linde Group in the relevant financial year.

Fixed emoluments
Each member of the Supervisory Board receives annual fixed emoluments of EUR 50,000, which are paid at the end of the financial year.

Variable emoluments
The first part of the variable remuneration for each member of the Supervisory Board is EUR 300 for each EUR 0.01 by which the dividend declared at the Shareholders’ Meeting exceeds a dividend of EUR 0.50 per share with full dividend entitlement distributed to the shareholders. The second part of the variable remuneration is EUR 450 for each 0.1 percent by which the return on capital employed (ROCE) of The Linde Group exceeds the rate of 7 percent in the relevant financial year. ROCE is determined as follows, based on the information in the appropriate audited Group financial statements prepared in accordance with IFRS: earnings before taxes on income, before financial income and financial expenses and before any non-recurring items disclosed, but including the net profit from associates and joint ventures, adjusted for the amortisation of fair value adjustments identified in the course of the purchase price allocation, divided by capital employed. Capital employed comprises the aggregate of equity, financial debt, liabilities from financial services and net pension obligations less cash and cash equivalents and securities and receivables from financial services, calculated based on the average of the figures at the balance sheet date for the past financial year and the year prior to that. In 2007, ROCE calculated in this way was 10.3 percent.

The variable remuneration is paid on the day after the Shareholders’ Meeting which determines the appropriation of profits.

Emoluments of the Chairmen, Deputy Chairmen and committee members
The Chairman of the Supervisory Board receives three times the fixed and variable emoluments, while each Deputy Chairman and each member of the standing committee receives one and a half times the amount. The Chairman of the audit committee receives an additional EUR 40,000 and every other member of the audit committee receives EUR 20,000. However, if a member of the Supervisory Board holds several offices at the same time which pay a higher level of remuneration, he or she only receives the remuneration for the office which is the most highly paid.

Attendance fees
The company also pays the members of the Supervisory Board an attendance fee of EUR 500 every time they attend a Supervisory Board meeting or committee meeting. This amount remains unchanged if several meetings take place on the same day.

VAT and reimbursement of expenses
Linde AG reimburses the members of the Supervisory Board for any necessary expenses incurred and for VAT on their emoluments.

Emoluments of the Supervisory Board for 2007
Based on a dividend of EUR 1.70 per share entitled to dividend and ROCE in The Linde Group of 10.3 percent, the total emoluments of the Supervisory Board (fixed emoluments, variable emoluments and attendance fees) amounted to EUR 2,107,914 (2006: EUR 1,931,774) plus VAT of EUR 398,923 (2006: EUR 357,976). Of the total emoluments, EUR 1,059,689 (2006: EUR 778,479) related to fixed emoluments and EUR 1,008,225 (2006: EUR 1,098,795) to variable emoluments. The total expenditure on attendance fees was EUR 40,000 (2006: EUR 54,500).

The individual members of the Supervisory Board received the amounts listed in the table below:

Loans and advances
In the 2007 financial year, no loans or advances were made to members of the Supervisory Board.


Further Information
The Members of the Supervisory Board more
The Management Functions of the Supervisory Board more