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1.	Complete and return the BLUE Form of Proxy in respect of the Court Meeting, to be received by no later than 2:00 p.m. on Monday 14 August 2006 or, alternatively, it may be handed to the Chairman of the Court Meeting or the Registrars before the start of the Court Meeting.
2.	Complete and return the WHITE Form of Proxy in respect of the EGM, to be received by no later than 2:15 p.m. on Monday 14 August 2006.
3.	Alternatively, certain shareholders may submit their proxies electronically by following the instructions set out on page 6 of this document.

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PART ONE: LETTER FROM THE CHAIRMAN OF BOC					8
PART TWO: EXPLANATORY STATEMENT					12
PART THREE: CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE OFFER					29
PART FOUR: FINANCIAL INFORMATION ON THE BOC GROUP					36
PART FIVE: INFORMATION FOR BOC ADS HOLDERS					166
PART SIX: SUMMARY OF THE TERMS OF THE LOAN NOTES					168
PART SEVEN: NOTES ON ELECTING FOR THE LOAN NOTE ALTERNATIVE					172
PART EIGHT: UNITED KINGDOM, GERMAN AND US TAXATION					177
PART NINE: ADDITIONAL INFORMATION					184
PART TEN: THE SCHEME OF ARRANGEMENT					204
PART ELEVEN: DEFINITIONS					212
PART TWELVE: NOTICE OF COURT MEETING					218
PART THIRTEEN: NOTICE OF EXTRAORDINARY GENERAL MEETING					220

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Event			Time and/or date
Latest time for lodging Forms of Proxy for:
	Court Meeting (blue form)		2:00 p.m. on Monday 14 August 2006(1)(2)
	EGM (white form)		2:15 p.m. on Monday 14 August 2006(1)
Voting Record Time			6:00 p.m. on Monday 14 August 2006
Court Meeting			2:00 p.m. on Wednesday 16 August 2006
EGM			2:15 p.m. on Wednesday 16 August 2006(3)
The following dates are indicative only and are subject to change.
Latest time for lodging Loan Note Forms of Election (green form)			3:00 p.m. on Sunday 3 September 2006(1)
Scheme Record Time			6:00 p.m. on Monday 4 September 2006
Hearing and Order Date			Monday 4 September 2006
Last day of dealings in, and for registration of transfers of, BOC Shares			Monday 4 September 2006
Dealings in BOC Shares suspended			5:00 p.m. on Monday 4 September 2006
Filing of the Order sanctioning the Scheme			Tuesday 5 September 2006
Effective Date of the Scheme			Tuesday 5 September 2006
Cancellation of listing of BOC Shares			8:00 a.m. on Tuesday 5 September 2006
Latest date for dispatch of cheques or settlement through CREST in respect of cash consideration due under the Scheme and the dispatch of Loan Note certificates in respect of valid elections for the Loan Note Alternative			within 14 days after the Effective Date

(1)	Please see “Action to be taken” on page 6.
(2)	Alternatively, blue Forms of Proxy (but NOT white Forms of Proxy) may be handed to the Chairman of the Court Meeting or the Registrars before the start of the Court Meeting on Wednesday 16 August 2006 and will still be valid.
(3)	To commence at 2:15 p.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.

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blue Forms of Proxy for the Court Meeting		2:00 p.m. on Monday 14 August 2006
white Forms of Proxy for the EGM		2:15 p.m. on Monday 14 August 2006

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Registered office:
Chertsey Road
Windlesham
Surrey GU20 6HJ
(Registered in England and Wales
with Number 22096)		22 July 2006

•	40 per cent. to the average closing price of 1,143 pence per BOC Share during the three months up to and including 23 January 2006, being the last Business Day before the announcement by BOC that it had received an approach from Linde; and
•	39 per cent. to the closing price of 1,151 pence per BOC Share on 23 January 2006.

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JPMorgan Cazenove	Merrill Lynch Financial Centre

20 Moorgate	2 King Edward Street

London EC2R 6DA	London EC1A 1HQ

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•	40 per cent. to the average closing price of 1,143 pence per BOC Share during the three months up to and including 23 January 2006, being the last Business Day before the announcement by BOC that it had received an approach from Linde; and
•	39 per cent. to the closing price of 1,151 pence per BOC Share on 23 January 2006.

for each £1 of cash consideration otherwise receivable under the Scheme		£1 nominal value of Loan Notes

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(a)	approval of the Scheme by Scheme Shareholders at the Court Meeting or at any adjournment thereof as described in paragraph 5(B) below;

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(b)	the special resolution necessary to implement the Scheme as set out in the notice of the EGM being duly passed by the requisite majority of BOC Shareholders at the EGM as described in paragraph 5(B) below or at any adjournment thereof; and
(c)	the sanction (without modification or, as agreed by BOC and Linde, with modification) of the Scheme and the confirmation of the reduction of capital involved therein by the Court as described in paragraph 5(D) below.

(A)	Scheme mechanism

(i)	the cancellation of the Cancellation Shares held by Cancellation Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of New BOC Shares (equal to the number of Cancellation Shares) and issuing them to Linde, in consideration for which Cancellation Shareholders, and those holding BOC ADSs, will receive cash on the basis set out in paragraph 2 above; and
(ii)	the transfer by Loan Note Elected Shareholders to Linde of the Loan Note Elected Shares in accordance with the Scheme in consideration for which such Loan Note Elected Shareholders will be issued Loan Notes, on the basis set out in paragraph 3 above, instead of the cash to which they would otherwise have been entitled.

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(B)	The Meetings

(i)	a reduction of BOC’s share capital equal to the nominal value of the Cancellation Shares by the cancellation and extinguishing of the Cancellation Shares in accordance with the Scheme;
(ii)	the issue of New BOC Shares to Linde in accordance with the Scheme;
(iii)	the giving of authority to the BOC Directors pursuant to section 80 of the Companies Act to allot securities in BOC; and
(iv)	certain amendments to BOC’s articles of association as described in paragraph 5(C) below.

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(C)	Amendments to BOC’s Articles of Association

(D)	Sanction of the Scheme by the Court

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•	the Offer fails in response to such event; or
•	the Offer has not become unconditional by 28 February 2007.

•	an independent competing offer for BOC is announced before Linde has indicated to BOC that it does not wish to proceed with the Offer or the Offer lapses or is withdrawn or is not made and the competing offer (or any other independent competing offer which is announced before (A) Linde has indicated to BOC that it does not wish to proceed with the Offer or (B) any such earlier independent competing offer lapses, is withdrawn or is not made) subsequently becomes unconditional in all respects or otherwise completes; or
•	the BOC Board withdraws or adversely modifies its recommendation or agrees to recommend an independent competing offer, except in response to a Linde Event.

•	Gas and Engineering comprises Linde’s activities both in industrial and medical gases and in plant construction. In the financial year to 31 December 2005, the Gas and Engineering segment had sales of €5,831 million, accounting for 61 per cent. of Linde’s total sales; and
•	Material Handling is one of the largest manufacturers of industrial trucks in the world and offers a comprehensive range of products: engine-powered forklift trucks, electric trucks and warehouse

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	equipment. In the financial year to 31 December 2005, Material Handling had sales of €3,628 million, accounting for 38 per cent. of Linde’s total sales.

•	Process Gas Solutions encompasses large on-site supply schemes, especially in the metals, chemicals and petroleum sectors, as well as small on-site schemes and liquid supplies for customers in sectors such as food and beverages, glass and minerals. In the financial year to 30 September 2005, Process Gas Solutions had Total Revenue of £1,466 million, accounting for 32 per cent. of BOC’s Total Revenue;
•	Industrial and Special Products covers a range of products including compressed gases, special and medical gases and LPG, as well as smaller sales of bulk liquefied gases. In the financial year to

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	30 September 2005, Industrial and Special Products had Total Revenue of £1,722 million, accounting for 37 per cent. of BOC’s Total Revenue; and
•	BOC Edwards supplies a wide range of materials, process-enabling equipment and services to the semi-conductor industry and its vacuum technology business supplies vacuum pumps for a variety of industrial and scientific applications. In the financial year to 30 September 2005, BOC Edwards had Total Revenue of £826 million, accounting for 18 per cent. of BOC’s Total Revenue.

•	create a leading global industrial gases company:

	–	complementary worldwide footprint with a presence in approximately 70 countries;
	–	a leading market position in core product segments (cylinders, bulk and onsite); and
	–	covering the key market segments in industrial gases in a leading position (refining, manufacturing, metallurgy, food and chemicals, etc.);

•	enable the combined group to improve its ability to serve its customers worldwide:

	–	strong international presence with local management, production, sales and engineering;
	–	comprehensive product and service offering in industrial gases;
	–	joint application innovation with know-how exchange; and
	–	providing industrial gases and engineering from a single source; and

•	enhance Linde’s position in high-growth areas for industrial gases:

	–	strong position in fast growing regions (Eastern Europe, Asia/Pacific and South America);
	–	complementary development opportunities in high-growth gas segments such as healthcare and electronics; and
	–	enhanced expertise in key future growth sectors such as specialty gases and hydrogen.

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(A)	Cash consideration where Scheme Shares are held in uncertificated form (that is, in CREST)

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(B)	Cash consideration where Scheme Shares are held in certificated form

•	by first class post, by cheque drawn on a branch of a UK clearing bank; or
•	by such other method as may be approved by the Panel.

(C)	Loan Notes

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•	a blue Form of Proxy for use at the Court Meeting;
•	a white Form of Proxy for use at the EGM;
•	a green Loan Note Form of Election; and

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•	a reply-paid envelope for use within the United Kingdom for the return of the Loan Note Form of Election and, in the case of Loan Note Elected Shareholders holding Scheme Shares in certificated form, the relevant share certificates and/or other documents of title.

blue Forms of Proxy for the Court Meeting		2:00 p.m. on Monday 14 August 2006
white Forms of Proxy for the EGM		2:15 p.m. on Monday 14 August 2006

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Yours faithfully		Yours faithfully
for and on behalf of		for and on behalf of
JPMorgan Cazenove		Merrill Lynch
Mark Breuer		Kevin J Smith
Managing Director		Managing Director

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(a)	insofar as the proposed acquisition of BOC by Linde constitutes a concentration with a Community dimension within the scope of Council Regulation (EC) 139/2004 (as amended) (the “Merger Regulation”):

	(i)	the European Commission shall have made a decision declaring the concentration compatible with the common market under Articles 6(1)(b), 8(1) or 8(2) of the Merger Regulation, any conditions and obligations attached to the European Commission’s decision being in form and substance reasonably satisfactory to Linde; or
	(ii)	the European Commission shall not have taken a decision in accordance with Articles 6(1)(b), 6(1)(c), 8(1), 8(2) or 8(3) of the Merger Regulation within the time limits set in Articles 10(1) and 10(3) and is thereby deemed to have declared the concentration compatible with the common market pursuant to the presumption in Article 10(6) of the Merger Regulation; or
	(iii)	in the event that the European Commission makes a referral to a competent authority under Articles 4(4) or 9(1) of the Merger Regulation in connection with the proposed acquisition of BOC by Linde, such competent authority shall have issued a decision, finding or declaration, in terms reasonably satisfactory to Linde, approving the proposed acquisition and permitting its closing without any breach of applicable law; and

(b)

all filings having been made and all or any applicable waiting periods (including any extensions thereof) under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976 and the regulations thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the proposed acquisition of BOC by Linde and neither of the parties being subject to any order or injunction of a court of competent jurisdiction in the United States that prohibits consummation of the Offer as a result of action brought by the US Federal Trade Commission or US Department of Justice.

(a)	approval of the Scheme by a majority in number, representing 75 per cent. or more in value, of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting or at any adjournment thereof;
(b)	the resolution necessary to implement the Scheme as set out in the notice of the EGM being duly passed by the requisite majority of BOC Shareholders at the EGM or at any adjournment thereof; and
(c)	the sanction (without modification or with modification as agreed by BOC and Linde) of the Scheme and the confirmation of any reduction of capital involved therein by the Court, an office copy of the Order and the minute of such reduction attached thereto being delivered for registration to the Registrar of Companies and, in relation to the reduction of capital, being registered by him.

(a)

since 30 September 2005 and except as disclosed in BOC’s annual report and accounts for the year then ended or as otherwise publicly announced by BOC prior to 6 March 2006 (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to 6 March 2006 in writing to Linde or its advisers by or on behalf of BOC in the course of negotiations, no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which is material in the context of the Offer and

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	which, in each case to an extent which is material in the context of the Wider Linde Group or Wider BOC Group taken as a whole, would reasonably be expected to:

	(i)	make the Offer, its implementation or the acquisition or proposed acquisition by Linde or any member of the Wider Linde Group of any shares or other securities in, or control or management of, BOC or any member of the Wider BOC Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or delay the same or impose material additional conditions or obligations with respect to the Offer, or otherwise materially impede, challenge or interfere with the Offer or such acquisition, or require material amendment to the terms of the Offer or the acquisition or proposed acquisition of any BOC Shares on the acquisition of control or management of BOC or the Wider BOC Group by Linde or any member of the Wider Linde Group;
	(ii)	limit or delay, or impose any limitations on, the ability of any member of the Linde Group or any member of the BOC Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider BOC Group or any member of the Linde Group;
	(iii)	prevent or delay or alter the terms envisaged for any proposed divestiture or require any additional divestiture by any member of the Wider Linde Group of any shares or other securities in BOC;
	(iv)	prevent or delay or alter the terms envisaged for any proposed divestiture or require any additional divestiture by any member of the Wider Linde Group or by any member of the Wider BOC Group of all or any portion of their respective businesses, assets or properties or limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective businesses, assets or properties or any part thereof;
	(v)	except pursuant to Part XIIIA of the Act, require any member of the Wider Linde Group or of the Wider BOC Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of the Wider BOC Group owned by any third party;
	(vi)	limit the ability of any member of the Wider Linde Group or of the Wider BOC Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Linde Group or of the Wider BOC Group;
	(vii)	result in any member of the Wider BOC Group ceasing to be able to carry on business under any name under which it presently does so; or
	(viii)	otherwise adversely affect any or all of the business, assets, profits, financial or trading position or prospects of any member of the Wider BOC Group,

and all applicable waiting and other time periods (including any extensions of such waiting and other time periods) during which any Third Party could intervene under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate), in each case which is material in the context of the Wider Linde Group or the Wider BOC Group taken as a whole;

(b)

since 30 September 2005 and except as disclosed in BOC’s annual report and accounts for the year then ended or as otherwise publicly announced by BOC prior to 6 March 2006 (by the delivery of an announcement to a Regulatory Information Service) or as fairly disclosed prior to 6 March 2006 in writing to Linde or its advisers by or on behalf of BOC in the course of negotiations, all Authorisations which are necessary or are reasonably considered necessary or appropriate by Linde in any relevant jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, BOC or any other member of the Wider BOC Group by any member of the Wider Linde Group or the carrying on by any member of the Wider BOC Group of its business having been obtained, in terms and in a form reasonably satisfactory to Linde, from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider BOC Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify

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	or not to renew any of the same (in any case to an extent which is or would be material in the context of the Wider BOC Group taken as a whole);

(c)

since 30 September 2005 and except as disclosed in BOC’s annual report and accounts for the year then ended or as otherwise publicly announced by BOC prior to 6 March 2006 (by the delivery of an announcement to a Regulatory Information Service) or as fairly disclosed prior to 6 March 2006 in writing to Linde or its advisers by or on behalf of BOC in the course of negotiations, there being no provision of any material arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider BOC Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any material circumstance, which, in each case as a consequence of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, BOC or any other member of the Wider BOC Group by any member of the Wider Linde Group or otherwise, could or might reasonably be expected to result in (in any case to an extent which is or would be material in the context of the Wider BOC Group taken as a whole):

	(i)	any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider BOC Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated repayment date;
	(ii)	the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider BOC Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;
	(iii)	any such arrangement, agreement, licence, permit, franchise or other instrument, or the rights, liabilities, obligations or interests of any member of the Wider BOC Group thereunder, or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;
	(iv)	any material asset or interest of any member of the Wider BOC Group being or falling to be disposed of or ceasing to be available to any member of the Wider BOC Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider BOC Group;
	(v)	any member of the Wider BOC Group ceasing to be able to carry on business under any name under which it presently does so;
	(vi)	the creation of material liabilities (actual or contingent) by any member of the Wider BOC Group;
	(vii)	the financial or trading position or the value of any member of the Wider BOC Group being prejudiced or adversely affected,

and, except as aforesaid, no event having occurred which, under any provision of any such arrangement, agreement, licence, permit, franchise or other instrument, would result in or would be reasonably likely to result in any of the events or circumstances which are referred to in paragraphs (i) to (vii) of this Condition (c) in any case to an extent which is or would be material in the context of the Wider BOC Group taken as a whole;

(d)

since 30 September 2005 and except as disclosed in BOC’s annual report and accounts for the year then ended or as otherwise publicly announced by BOC prior to 6 March 2006 (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to 6 March 2006 in writing to Linde or its advisers by or on behalf of BOC in the course of negotiations, no member of the Wider BOC Group having (in each case, save for paragraph (ii) below, to an extent which is material in the context of the Wider BOC Group taken as a whole):

	(i)	issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire,

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		any such shares or convertible securities or transferred or sold any shares out of treasury, other than:

	(A)	to other members of the Wider BOC Group or to third parties, provided that such issue, transfer or sale preserves the BOC Group’s existing interest in such member of the Wider BOC Group as at 6 March 2006; or
	(B)	shares issued pursuant to the exercise of options or the vesting of awards in each case granted under the BOC Share Schemes or under an employee’s terms of employment;

	(ii)	purchased or redeemed or repaid any of its own shares or other securities or reduced or, save in respect of the matters mentioned in paragraph (i) above, made any other change to any part of its share capital to an extent which (other than in the case of BOC) is material in the context of the Wider BOC Group taken as a whole;
	(iii)	recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to a member of the BOC Group or a third party, provided that such dividend or other distribution is pro rata to that party’s existing interest in such member of the Wider BOC Group as at 6 March 2006) save, to the extent applicable, in relation to the Second Interim Dividend;
	(iv)	except as a result of the issue of notes under the Euro Medium Term Note Programme or commercial paper under any BOC commercial paper programme or the refinancing of any existing indebtedness, or as between members of the BOC Group, made or authorised any change in its loan capital;
	(v)	merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets of a material value or any right, title or interest in any assets of a material value (including shares in any undertaking and trade investments) or authorised the same (in each case other than in the ordinary course of business), other than a transaction between:

	(A)	members of the BOC Group; or
	(B)	a member of the BOC Group and a third party, provided that such transaction preserves the BOC Group’s existing interest in such member of the Wider BOC Group as at 6 March 2006;

	(vi)	except as a result of the issue of notes under the Euro Medium Term Note Programme or commercial paper under any BOC commercial paper programme or the refinancing of any existing indebtedness, issued, agreed to issue or authorised the issue of, or made any change in or to, any debentures or incurred or increased any indebtedness or liability (actual or contingent), in each case other than as between:

	(A)	members of the BOC Group; or
	(B)	a member of the BOC Group and a third party, provided that such issue, change, incurrence or increase preserves the BOC Group’s existing interest in such member of the Wider BOC Group as at 6 March 2006;

	(vii)	entered into, varied, or authorised any contract, agreement, commitment, transaction or arrangement other than in the ordinary course of business (whether in respect of capital expenditure or otherwise) which:

	(A)	is of a long term, onerous or unusual nature or magnitude or which could reasonably be expected to involve an obligation of such nature or magnitude; or
	(B)	could restrict the business of any member of the Wider BOC Group;

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	(viii)	entered into, implemented, effected or authorised any reconstruction, amalgamation or scheme in respect of itself or another member of the Wider BOC Group, other than as between:

	(A)	members of the BOC Group; or
	(B)	a member of the BOC Group and a third party, provided that such transaction preserves the BOC Group’s existing interest in such member of the Wider BOC Group as at 6 March 2006;

	(ix)	entered into, or varied the terms of, any contract, agreement, commitment, transaction or arrangement with any director of BOC;
	(x)	other than by way of a solvent winding-up in respect of a member which is dormant at the relevant time, taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;
	(xi)	been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
	(xii)	waived or compromised any claim;
	(xiii)	made any alteration to its memorandum or articles of association;
	(xiv)	made or agreed or consented to:

	(A)	any material change to:

	•	the terms of the trust deeds constituting the pension scheme(s) established by any member of the BOC Group for its directors, employees or their dependants; or
	•	the benefits which accrue or to the pensions which are payable thereunder; or
	•	the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
	•	the basis upon which the liabilities (including pensions) or such pension schemes are funded or made,

	(B)	any change to the trustees including the appointment of a trust corporation;

	(xv)	proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or, other than increases in emoluments in the ordinary course of business, other benefit relating to the employment or termination of employment of any person employed by the BOC Group; or
	(xvi)	entered into any contract, agreement, commitment, transaction or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention in each case with respect to any of the transactions, matters or events referred to in this Condition (d);

(e)	since 30 September 2005 and except as disclosed in BOC’s annual report and accounts for the year then ended or as otherwise publicly announced by BOC prior to 6 March 2006 (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to 6 March 2006 in writing to Linde or its advisers by or on behalf of BOC in the course of negotiations:

	(i)	there having been no adverse change or deterioration in the business assets, financial or trading position or profit or prospects of any member of the Wider BOC Group which in any case is material in the context of the Wider BOC Group taken as a whole;
	(ii)	no contingent or other liability of any member of the Wider BOC Group having arisen or become apparent or increased which in any case is material in the context of the Wider BOC Group taken as a whole; and

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	(iii)	no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider BOC Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider BOC Group which in any case is material in the context of the Wider BOC Group taken as a whole;

(f)

since 30 September 2005 and except as disclosed in BOC’s annual report and accounts for the year then ended or as otherwise publicly announced by BOC prior to 6 March 2006 (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to 6 March 2006 in writing to Linde or its advisers by or on behalf of BOC in the course of negotiations, Linde not having discovered:

	(i)	that any financial or business or other information concerning the Wider BOC Group publicly disclosed at any time by or on behalf of any member of the Wider BOC Group, or otherwise disclosed prior to 6 March 2006 in writing to Linde or its advisers by or on behalf of BOC in the course of negotiations, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which was not subsequently corrected before 6 March 2006 by disclosure either publicly or otherwise to Linde and which in any case is material in the context of the Wider BOC Group taken as a whole; or
	(ii)	any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider BOC Group to an extent which in any case is material in the context of the Wider BOC Group taken as a whole; and

(g)

since 30 September 2005 and except as disclosed in BOC’s annual report and accounts for the year then ended or as otherwise publicly announced by BOC prior to 6 March 2006 (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to 6 March 2006 in writing to Linde or its advisers by or on behalf of BOC in the course of negotiations, Linde not having discovered:

	(i)	that any past or present member of the Wider BOC Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider BOC Group which in any case is material in the context of the Wider BOC Group taken as a whole;
	(ii)	that there is, or is likely to be, any liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider BOC Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or Third Party or otherwise which in any case is material in the context of the Wider BOC Group taken as a whole; or
	(iii)	that circumstances exist whereby a person or class of persons would be likely to have a claim in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider BOC Group which in any case is or would be material in the context of the Wider BOC Group taken as a whole.

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						Years Ended 30 September
						2005												2004												2003
						Before								After				Before								After				Before								After
						Exceptional				Exceptional				Exceptional				Exceptional				Exceptional				Exceptional				Exceptional				Exceptional				Exceptional
						Items				Items				Items				Items				Items				Items				Items				Items				Items
		Notes				£ million				£ million				£ million				£ million				£ million				£ million				£ million				£ million				£ million
Turnover, including share of joint ventures and associates			1				4,605.0				—				4,605.0				4,599.3				—				4,599.3				4,323.2				—				4,323.2
Less: Share of turnover of joint ventures							727.8				—				727.8				647.0				—				647.0				544.3				—				544.3
Share of turnover of associates							122.5				—				122.5				66.9				—				66.9				60.6				—				60.6
Turnover of subsidiary undertakings							3,754.7				—				3,754.7				3,885.4				—				3,885.4				3,718.3				—				3,718.3
Cost of sales			2(a)				(2,161.6	)			—				(2,161.6	)			(2,181.7	)			—				(2,181.7	)			(2,136.2	)			(1.7	)			(2,137.9	)
Gross profit							1,593.1				—				1,593.1				1,703.7				—				1,703.7				1,582.1				(1.7	)			1,580.4
Net operating expenses			2(a)				(1,156.5	)			(20.7	)			(1,177.2	)			(1,239.3	)			(14.8	)			(1,254.1	)			(1,174.7	)			(58.5	)			(1,233.2	)
Operating profit of subsidiary undertakings							436.6				(20.7	)			415.9				464.4				(14.8	)			449.6				407.4				(60.2	)			347.2
Share of operating profit of joint ventures							107.1				—				107.1				99.4				(2.6	)			96.8				86.8				(6.8	)			80.0
Share of operating profit of associates							20.5				—				20.5				13.1				—				13.1				11.4				—				11.4
Total operating profit including share of joint ventures and associates			1				564.2				(20.7	)			543.5				576.9				(17.4	)			559.5				505.6				(67.0	)			438.6
Profit/(loss) on termination/disposal of businesses — continuing operations			2(b)				—				98.1				98.1				—				(79.5	)			(79.5	)			—				—				—
Profit on disposal of fixed assets — continuing operations			2(b)				—				10.5				10.5				—				4.9				4.9				—				—				—
Profit on ordinary activities before interest							564.2				87.9				652.1				576.9				(92.0	)			484.9				505.6				(67.0	)			438.6
Interest on net debt			3				(76.7	)			—				(76.7	)			(88.4	)			—				(88.4	)			(96.1	)			—				(96.1	)
Interest on pension scheme liabilities			8(a)				(128.9	)			—				(128.9	)			(117.4	)			—				(117.4	)			(110.2	)			—				(110.2	)
Expected return on pension scheme assets			8(a)				147.1				—				147.1				133.2				—				133.2				119.6				—				119.6
Other net financing income							18.2				—				18.2				15.8				—				15.8				9.4				—				9.4
Profit on ordinary activities before tax							505.7				87.9				593.6				504.3				(92.0	)			412.3				418.9				(67.0	)			351.9
Tax on profit on ordinary activities			4(a)				(131.5	)			(28.4	)			(159.9	)			(146.2	)			44.5				(101.7	)			(121.4	)			25.0				(96.4	)
Profit on ordinary activities after tax							374.2				59.5				433.7				358.1				(47.5	)			310.6				297.5				(42.0	)			255.5
Minority interests — equity							(40.0	)			(26.7	)			(66.7	)			(46.6	)			—				(46.6	)			(36.8	)			0.4				(36.4	)
Profit for the financial year							334.2				32.8				367.0				311.5				(47.5	)			264.0				260.7				(41.6	)			219.1
Dividends			9				(204.1	)			—				(204.1	)			(197.3	)			—				(197.3	)			(192.1	)			—				(192.1	)
Retained profit for the financial year							130.1				32.8				162.9				114.2				(47.5	)			66.7				68.6				(41.6	)			27.0
Earnings per 25p ordinary share			10
— basic							67.5p				6.6p				74.1p				63.2p				(9.7	)p			53.5p				52.9p				(8.4	)p			44.5p
— diluted							67.3p				6.6p				73.9p				63.1p				(9.6	)p			53.5p				52.9p				(8.4	)p			44.5p

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		At 30 September
						2005				2004
		Notes				£ million				£ million
Fixed assets
Intangible assets			11				142.6				174.9
Tangible assets			12				2,639.9				2,618.4
Investment in joint ventures
— share of gross assets							1,102.2				996.1
— share of gross liabilities							(810.7	)			(737.4	)
							291.5				258.7
— loans to joint ventures							225.0				199.3
Investment in associates
— share of net assets							80.7				52.4
— loans to associates							2.1				3.3
Other investments							14.6				34.5
Investments			13				613.9				548.2
							3,396.4				3,341.5
Current assets
Stocks			14				306.3				284.4
Debtors falling due within one year			15(a)				710.4				705.6
Debtors falling due after more than one year			15(b)				17.0				16.3
Investments			16				16.4				20.8
Cash at bank and in hand			17				191.0				228.2
							1,241.1				1,255.3
Creditors: amounts falling due within one year
Borrowings and finance leases			18(a)				(259.2	)			(262.1	)
Other creditors			18(b)				(898.3	)			(872.6	)
							(1,157.5	)			(1,134.7	)
Net current assets							83.6				120.6
Total assets less current liabilities							3,480.0				3,462.1
Creditors: amounts falling due after more than one year
Borrowings and finance leases			19(a)				(771.5	)			(928.5	)
Other creditors			19(b)				(30.8	)			(34.7	)
							(802.3	)			(963.2	)
Provisions for liabilities and charges
Deferred tax			22				(241.9	)			(253.0	)
Other			22				(118.9	)			(92.2	)
Total provisions for liabilities and charges							(360.8	)			(345.2	)
Total net assets excluding pension assets and liabilities							2,316.9				2,153.7
Pension assets			8(a)				88.7				68.9
Pension liabilities			8(a)				(352.5	)			(344.5	)
Total net assets including pension assets and liabilities							2,053.1				1,878.1
Capital and reserves
Equity called up share capital			23				125.6				124.7
Share premium account			24(a)				406.6				374.9
Revaluation reserves			24(a)				26.3				30.1
Profit and loss account			24(a)				1,369.5				1,181.5
Pensions reserves			24(a)				(221.7	)			(253.6	)
Joint ventures’ reserves			24(a)				253.9				238.0
Associates’ reserves			24(a)				32.3				26.0
Own shares			24(a)				(50.5	)			(46.3	)
Equity shareholders’ funds							1,942.0				1,675.3
Minority shareholders’ equity interests							111.1				202.8
Total capital and reserves							2,053.1				1,878.1

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						Years Ended 30 September
						2005				2004				2003
		Notes				£ million				£ million				£ million
Net cash inflow from operating activities			27(a	)			665.5				758.5				700.1
Dividends from joint ventures and associates
Dividends from joint ventures							47.8				69.0				31.7
Dividends from associates							3.3				10.1				3.3
Dividends from joint ventures and associates							51.1				79.1				35.0
Returns on investments and servicing of finance Interest paid							(83.5	)			(83.3	)			(94.4	)
Interest received							18.6				13.9				16.6
Dividends paid to minorities in subsidiaries							(66.4	)			(19.3	)			(12.4	)
Interest element of finance lease rental payments							(0.3	)			(2.5	)			(4.2	)
Returns on investments and servicing of finance							(131.6	)			(91.2	)			(94.4	)
Tax paid							(118.4	)			(98.2	)			(90.7	)
Capital expenditure and financial investment
Purchases of tangible fixed assets							(353.0	)			(244.6	)			(281.4	)
Sales of tangible fixed assets							22.6				39.7				37.0
Purchases of intangible fixed assets							(0.6	)			(0.2	)			(1.2	)
Net sales/(purchases) of current asset investments							4.7				(0.9	)			16.6
Purchases of trade and other investments							(3.4	)			(3.8	)			(3.3	)
Sales of trade and other investments							30.0				5.6				5.3
Capital expenditure and financial investment							(299.7	)			(204.2	)			(227.0	)
Acquisitions and disposals
Acquisitions of businesses			28(a	)			(57.1	)			(50.9	)			(135.5	)
Net cash acquired with subsidiaries							2.3				2.8				—
Disposals of businesses			28(a	)			224.1				98.3				3.9
Net cash disposed of with subsidiaries							(23.3	)			—				(0.1	)
Receipts from capital restructuring of joint ventures(1)							17.0				53.0				—
Investments in joint ventures							(8.4	)			(12.9	)			—
Divestments/repayments from joint ventures							—				—				12.4
Investments in associates							(37.1	)			(3.9	)			(8.4	)
Divestments/repayments from associates							11.3				6.1				9.4
Acquisitions and disposals							128.8				92.5				(118.3	)
Equity dividends paid							(204.1	)			(197.3	)			(192.1	)
Net cash inflow before use of liquid resources and financing							91.6				339.2				12.6
Management of liquid resources
Net sales/(purchases) of short-term investments							14.3				(20.8	)			16.2
Financing
Issue of shares(2)							9.6				12.4				(2.6	)
Decrease in debt			27(d	)			(165.7	)			(180.7	)			(128.7	)
Net cash outflow from financing							(156.1	)			(168.3	)			(131.3	)
(Decrease)/increase in cash							(50.2	)			150.1				(102.5	)

(1)	Receipts from capital restructuring of joint ventures relates to amounts received from Japan Air Gases Ltd. This has no impact on BOC’s effective shareholding.
(2)	Issue of shares in 2005 is net of an outflow of £18.8 million for the 10 per cent buy back of shares in African Oxygen Limited relating to minority shareholders. This has no impact on BOC’s effective shareholding.

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						Years Ended 30 September
						2005				2004				2003
		Notes				£ million				£ million				£ million
Parent(1)			24(b)				298.4				11.4				218.6
Subsidiary undertakings							57.4				269.8				(0.4	)
Joint ventures							6.8				(13.1	)			(0.2	)
Associates							4.4				(4.1	)			1.1
Profit for the financial year							367.0				264.0				219.1
Actuarial loss recognised on the pension schemes							(12.4	)			(2.2	)			(17.5	)
Movement on deferred tax relating to actuarial loss on pensions							(6.7	)			(8.1	)			2.0
Movement on current tax relating to actuarial loss on pensions							8.4				3.2				—
Unrealised profit on disposal of a subsidiary							—				—				8.2
Exchange translation effect on:
— results for the year of subsidiaries							7.6				0.2				8.0
— results for the year of joint ventures							1.4				(0.7	)			0.2
— results for the year of associates							0.4				(0.1	)			(0.2	)
— foreign currency net investments in subsidiaries							64.7				(76.1	)			15.3
— foreign currency net investments in joint ventures							6.0				(21.5	)			9.6
— foreign currency net investments in associates							0.7				(2.8	)			(1.4	)
Total recognised gains and losses for the financial year			24(a)				437.1				155.9				243.3

(1)	In accordance with the concession granted under the Companies Act 1985, the profit and loss account of The BOC Group plc has not been presented separately in these financial statements.
(2)	There were no material differences between reported profits and losses and historical cost profits and losses on ordinary activities before tax for 2005, 2004 and 2003.
(3)	Profit attributable to the parent company includes dividends received from subsidiaries, joint ventures and associates, often through intermediate holding companies. These dividends may include the distribution of earnings of previous periods. As a result, the relationship of profit between parent, subsidiaries, joint ventures and associates may show fluctuations from year to year.
(4)	Excluding the amounts recognised above, a current tax charge of £(5.8) million (2004: £6.7 million credit, 2003: £9.7 million credit) has been recognised directly in the Group reserves.

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		Years Ended 30 September
		2005				2004				2003
		£ million				£ million				£ million
Profit for the financial year			367.0				264.0				219.1
Dividends			(204.1	)			(197.3	)			(192.1	)
			162.9				66.7				27.0
Other recognised gains and losses			70.1				(108.1	)			24.2
Reversal of goodwill in total recognised gains and losses on disposal of subsidiaries			1.0				15.3				(4.2	)
Shares issued			32.6				8.7				3.7
Consideration paid for the purchase of own shares held in an ESOP trust			(8.2	)			—				(7.5	)
Consideration received for the sale of own shares held in an ESOP trust			4.0				2.5				1.2
Credit in respect of employee share schemes			4.3				3.5				0.7
Net increase/(decrease) in shareholders’ funds for the financial year			266.7				(11.4	)			45.1
Shareholders’ funds at 1 October			1,675.3				1,686.7				1,641.6
Shareholders’ funds at 30 September			1,942.0				1,675.3				1,686.7

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		At 30 September
						2005				2004
		Notes				£ million				£ million
Fixed assets
Tangible assets			12(e)				14.9				11.3
Investments			13(d)				3,165.8				2,982.6
							3,180.7				2,993.9
Current assets
Debtors falling due within one year			15(a)				153.0				320.4
Cash at bank and in hand			17				44.3				80.8
							197.3				401.2
Creditors: amounts falling due within one year
Borrowings and finance leases			18(a)				(107.2	)			(252.1	)
Other creditors			18(b)				(1,005.4	)			(1,004.1	)
							(1,112.6	)			(1,256.2	)
Net current liabilities							(915.3	)			(855.0	)
Total assets less current liabilities							2,265.4				2,138.9
Creditors: amounts falling due after more than one year
Borrowings and finance leases			19(a)				(677.0	)			(674.5	)
Other creditors			19(b)				(0.2	)			(3.2	)
							(677.2	)			(677.7	)
Total net assets							1,588.2				1,461.2
Capital and reserves
Equity called up share capital			23				125.6				124.7
Share premium account			24(b)				406.6				374.9
Other reserves			24(b)				336.4				336.4
Profit and loss account			24(b)				769.6				671.0
Own shares			24(b)				(50.0	)			(45.8	)
Total capital and reserves							1,588.2				1,461.2

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•	Basis of preparation These financial statements are based on the historical cost accounting convention in accordance with the Companies Act 1985 and comply with all applicable UK accounting standards.

	UK accounting standards differ in certain respects from those generally accepted in the US and the major effects of these differences in the determination of net income and shareholders’ funds are shown in note 30 to the financial statements. Disclosure requirements of both the UK and US are incorporated throughout the notes to these financial statements.

•	Basis of consolidation The Group accounts include the accounts of the parent undertaking and of all subsidiaries, joint ventures and associates.

	The results of businesses acquired during the year are included from the effective date of acquisition. The results of businesses disposed of during the year are included up to the date of relinquishing control. Material, separately identifiable business segments disposed of are analysed as discontinued operations and prior years’ analyses are restated to reflect those businesses as discontinued.

•	Accounting policies These accounts have been prepared on an accounting basis consistent with that applied in the financial year ended 30 September 2004.
•	Exchange Profit and loss and other period statements of the Group’s overseas operations are translated at average rates of exchange for the financial year. Assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the financial year end. Assets or liabilities swapped into other currencies are accounted for in those currencies. Exchange differences are dealt with as a movement in reserves where they arise from:

	i)	the translation of the opening net assets of overseas operations;
	ii)	the retranslation of retained earnings of overseas operations from average to closing rates of exchange; and

	iii)	the translation or conversion of foreign currency borrowings taken to hedge overseas assets.

	All other exchange differences are taken to the profit and loss account. The principal exchange rates affecting the Group are shown in the financial review on page 63 of the annual report and accounts.

i)	a fixed charge for the use of production or storage facilities. This is recognised on a straight line basis over the period of the contract. Where the charge is in respect of production facilities, it will also typically include the supply of a specified volume of product;
ii)	a variable charge for the supply of product, or the supply of product in excess of a specified contract volume. This is recognised when the risks and rewards of ownership are transferred to the customer.

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•

Goodwill Goodwill arising on the acquisition of a business, being the excess of the fair value of the purchase price over the fair value of the net assets acquired, is capitalised and amortised on a straight line basis over its useful economic life, generally up to a maximum period of 20 years. An impairment review is carried out at the end of the first full financial year following acquisition. Any impairment in the value of goodwill, calculated by discounting estimated future cash flows, is dealt with in the profit and loss account in the period in which it arises. Negative goodwill, being the excess of the fair value of the net assets acquired over the fair value of the purchase price, is capitalised and amortised on a straight line basis, generally over a period equivalent to the realisation of the non-monetary assets acquired.

Goodwill, both positive and negative, arising on acquisitions before 30 September 1998 was taken to reserves and has not been reinstated on the balance sheet. This is in line with the relevant accounting standard on goodwill, FRS10. This goodwill will remain in reserves until such time as it becomes impaired or the business or businesses to which it relates are disposed of, at which time it will be taken to the profit and loss account or statement of total recognised gains and losses where appropriate.

•	Intangibles Other material intangible assets acquired, such as patents and trademarks, are capitalised and written off on the straight line basis over their effective economic lives.

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		Per Annum
Freehold property			2% - 4%
Leasehold property (or at higher rates based on the life of the lease)			2% - 4%
Plant and machinery			3% - 10%
Cylinders			4% - 10%
Motor vehicles			7% - 20%
Computer hardware and major software			15% - 25%

•	Until 30 September 1999, land and buildings were revalued periodically. Following the adoption of FRS 15, land and buildings are no longer revalued. At 1 October 1999, the net book value of assets previously revalued is regarded as the historical cost.
•	Interest costs on major fixed asset additions are capitalised during the construction period and written off as part of the total cost.
•	Where finance leases have been entered into, the capital element of the obligations to the lessor are shown as part of borrowings and the rights in the corresponding assets are treated in the same way as owned fixed assets.
•	Any impairment in the value of fixed assets, calculated by comparing the carrying value against the higher of the net realisable value or value in use, is dealt with in the profit and loss account in the period in which it arises.

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•	Foreign exchange transaction exposures The Group generally hedges actual and forecast foreign exchange exposures up to two years ahead. Forward contracts are used to hedge the forecast exposure and any gains or losses resulting from changes in exchange rates on contracts designated as hedges of forecast foreign exchange are deferred until the financial period in which they are realised. If the contract ceases to be a hedge, any gains and losses are recognised through the profit and loss account.
•	Balance sheet translation exposures A large proportion of the Group’s net assets are denominated in currencies other than sterling. Where practicable and cost effective the Group hedges these balance sheet translation exposures by borrowing in relevant currencies and markets and by the use of currency swaps. Currency swaps are used only as balance sheet hedging instruments, and the Group does not hedge the currency translation of its profit and loss account. Exchange gains and losses arising on the notional principal of these currency swaps during their life and at termination or maturity are dealt with as a movement in reserves. If the swap ceases to be a hedge of the underlying transaction, any gains or losses are recognised in the profit and loss account.
•	Interest rate risk exposures The Group hedges its exposure to movements in interest rates associated with its borrowings primarily by means of interest rate swaps and forward rate agreements. Interest payments and receipts on these agreements are included with net interest payable. They are not revalued to fair value and are not shown on the Group balance sheet at the balance sheet date.

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		Continuing Operations
						Industrial																				Total
		Process Gas				and Special				BOC				Afrox								Total Group				Group by
		Solutions				Products				Edwards				Hospitals				Gist				by Origin				Destination
		£ million				£ million				£ million				£ million				£ million				£ million				£ million
2005
Europe			332.3				467.0				185.6				—				315.9				1,300.8				1,252.1
Americas			631.5				322.3				268.3				—				—				1,222.1				1,188.8
Africa			38.6				272.3				—				275.1				—				586.0				583.4
Asia/Pacific			463.9				660.1				372.1				—				—				1,496.1				1,580.7
Turnover			1,466.3				1,721.7				826.0				275.1				315.9				4,605.0				4,605.0
2004
Europe			292.8				449.1				189.5				—				293.2				1,224.6				1,162.7
Americas			523.4				422.6				272.3				—				—				1,218.3				1,171.6
Africa			36.1				230.8				—				432.1				—				699.0				699.4
Asia/Pacific			422.9				679.8				354.7				—				—				1,457.4				1,565.6
Turnover			1,275.2				1,782.3				816.5				432.1				293.2				4,599.3				4,599.3
2003
Europe			278.3				430.0				154.3				—				291.8				1,154.4				1,137.4
Americas			517.5				461.7				259.6				—				—				1,238.8				1,191.5
Africa			30.8				201.3				—				353.4				—				585.5				588.0
Asia/Pacific			416.1				658.2				270.2				—				—				1,344.5				1,406.3
Turnover			1,242.7				1,751.2				684.1				353.4				291.8				4,323.2				4,323.2

(1)	Inter segment turnover is not material.
(2)	The Afrox hospitals business was accounted for as a subsidiary company until March 2005 and thereafter as an associated company, following the disposal of BOC’s controlling interest.

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		Continuing Operations
						Industrial
		Process Gas				and Special				BOC				Afrox
		Solutions				Products				Edwards				Hospitals				Gist				Corporate				Total Group
		£ million				£ million				£ million				£ million				£ million				£ million				£ million
2005
Total operating profit before exceptional items (1)			207.2				289.4				38.1				37.2				24.5				(32.2	)			564.2
Operating exceptional items(1)			—				—				(20.7	)			—				—				—				(20.7	)
Operating profit			207.2				289.4				17.4				37.2				24.5				(32.2	)			543.5
Profit on disposal of businesses			—				13.2				—				84.9				—				—				98.1
Profit on disposal of fixed assets			—				10.5				—				—				—				—				10.5
Capital employed(2)			1,795.6				948.9				549.2				25.0				46.9				(81.2	)			3,284.4
Capital expenditure(3)			203.8				124.5				33.2				12.4				18.5				4.9				397.3
Depreciation and amortisation(3)			147.3				95.5				38.9				6.7				12.4				1.1				301.9
2004
Total operating profit before exceptional items (1)			190.3				269.5				47.8				59.8				25.1				(15.6	)			576.9
Operating exceptional items(1)			(0.8	)			(15.6	)			(1.0	)			—				—				—				(17.4	)
Operating profit			189.5				253.9				46.8				59.8				25.1				(15.6	)			559.5
Loss on disposal of business			—				(79.5	)			—				—				—				—				(79.5	)
Profit on disposal of fixed assets			4.9				—				—				—				—				—				4.9
Capital employed(2)			1,625.2				943.9				548.1				162.5				6.9				(66.2	)			3,220.4
Capital expenditure(3)			100.1				99.4				30.1				17.5				9.0				—				256.1
Depreciation and amortisation(3)			156.0				101.5				40.1				12.3				12.9				1.2				324.0
2003
Total operating profit before exceptional items (1)			184.0				242.7				18.5				46.1				29.2				(14.9	)			505.6
Operating exceptional items(1)			(6.9	)			(4.5	)			(10.6	)			—				—				(45.0	)			(67.0	)
Operating profit			177.1				238.2				7.9				46.1				29.2				(59.9	)			438.6
Capital employed(2)			1,822.9				1,158.1				596.1				167.2				0.8				(88.0	)			3,657.1
Capital expenditure(3)			93.1				105.2				37.6				17.8				22.3				5.2				281.2
Depreciation and amortisation(3)			165.8				101.2				39.1				9.8				15.8				1.7				333.4

(1)	Including share of joint ventures and associates.
(2)	Capital employed comprises the capital and reserves of the Group, its long-term liabilities and all current borrowings net of cash and deposits.
(3)	Subsidiary undertakings only.
(4)	Net interest and net borrowings are managed centrally and are not directly attributable to individual business segments or regions.
(5)	The Afrox hospitals business was accounted for as a subsidiary company until March 2005 and thereafter as an associated company, following the disposal of BOC’s controlling interest.

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																		Total
		Europe				Americas				Africa				Asia/Pacific				Group
		£ million				£ million				£ million				£ million				£ million
2005
Total operating profit before exceptional items(1)			143.7				100.0				91.3				229.2				564.2
Operating exceptional items(1)			(5.1	)			(15.6	)			—				—				(20.7	)
Operating profit			138.6				84.4				91.3				229.2				543.5
Profit on disposal of businesses			—				13.2				84.9				—				98.1
Profit on disposal of fixed assets			—				10.5				—				—				10.5
Capital employed(2)			774.2				1,143.2				203.4				1,163.6				3,284.4
Capital expenditure(3)			105.1				133.0				45.8				113.4				397.3
2004
Total operating profit before exceptional items(1)			155.4				77.4				108.9				235.2				576.9
Operating exceptional items(1)			—				(14.8	)			—				(2.6	)			(17.4	)
Operating profit			155.4				62.6				108.9				232.6				559.5
Loss on disposal of business			—				(79.5	)			—				—				(79.5	)
Profit on disposal of fixed assets			4.9				—				—				—				4.9
Capital employed(2)			796.6				992.9				335.4				1,095.5				3,220.4
Capital expenditure(3)			72.3				71.8				44.2				67.8				256.1
2003
Total operating profit before exceptional items(1)			144.3				91.8				85.0				184.5				505.6
Operating exceptional items(1)			(7.3	)			(49.1	)			—				(10.6	)			(67.0	)
Operating profit			137.0				42.7				85.0				173.9				438.6
Capital employed(2)			866.2				1,225.0				321.5				1,244.4				3,657.1
Capital expenditure(3)			102.7				79.1				36.7				62.7				281.2

(1)	Including share of joint ventures and associates.
(2)	Capital employed comprises the capital and reserves of the Group, its long-term liabilities and all current borrowings net of cash and deposits.
(3)	Subsidiary undertakings only.
(4)	Net interest and net borrowings are managed centrally and are not directly attributable to individual business segments or regions.
(5)	The Afrox hospitals business was accounted for as a subsidiary company until March 2005 and thereafter as an associated company, following the disposal of BOC’s controlling interest.

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		Joint Ventures												Associates
						Industrial												Industrial
		Process Gas				and Special				BOC				Process Gas				and Special				BOC				Afrox
		Solutions				Products				Edwards				Solutions				Products				Edwards				Hospitals
		£ million				£ million				£ million				£ million				£ million				£ million				£ million
2005
Turnover(1)			287.9				244.9				195.0				51.7				7.6				5.5				57.7
Operating profit before exceptional items(1)			44.6				31.6				30.9				8.9				0.5				1.2				9.9
Operating exceptional items(1)			—				—				—				—				—				—				—
Operating profit			44.6				31.6				30.9				8.9				0.5				1.2				9.9
Capital employed(2)			116.7				67.0				107.8				42.7				5.0				2.2				30.8
Capital expenditure			192.2				17.8				54.3				2.2				1.6				—				17.8
Group share			106.3				8.2				26.4				0.6				0.5				—				2.0
Other partners			85.9				9.6				27.9				1.6				1.1				—				15.8
Depreciation and amortisation (1)			32.7				10.3				11.2				2.8				0.6				0.1				0.8
2004
Turnover(1)			230.0				238.9				178.1				36.3				7.7				5.5				17.4
Operating profit before exceptional items(1)			40.8				30.4				28.2				6.3				0.7				1.4				4.7
Operating exceptional items(1)			(0.8	)			(0.8	)			(1.0	)			—				—				—				—
Operating profit			40.0				29.6				27.2				6.3				0.7				1.4				4.7
Capital employed(2)			89.5				69.3				99.9				35.3				4.9				2.5				9.7
Capital expenditure			58.5				15.5				30.1				2.1				2.7				0.1				—
Group share			25.7				7.4				14.8				0.6				0.7				—				—
Other partners			32.8				8.1				15.3				1.5				2.0				0.1				—
Depreciation and amortisation (1)			27.0				10.2				10.1				2.7				0.5				0.1				1.0

(1)	Group share.
(2)	Capital employed comprises the Group’s share of the net assets of joint ventures or associates.
(3)	The decrease in capital employed of joint ventures in 2004 is principally due to the acquisition of an additional 30 per cent ownership interest in the Cantarell joint venture (see note 28a)).
(4)	The Afrox hospitals business was accounted for as a subsidiary company until March 2005 and thereafter as an associated company, following the disposal of BOC’s controlling interest.

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		Joint Ventures												Associates
						Industrial												Industrial
		Process Gas				and Special				BOC				Process Gas				and Special				BOC				Afrox
		Solutions				Products				Edwards				Solutions				Products				Edwards				Hospitals
		£ million				£ million				£ million				£ million				£ million				£ million				£ million
2003
Turnover(1)			191.9				221.6				130.8				30.9				8.6				5.7				15.4
Operating profit before exceptional items(1)			39.0				25.6				22.2				5.8				0.7				1.4				3.5
Operating exceptional items (1)			(2.5	)			(1.8	)			(2.5	)			—				—				—				—
Operating profit			36.5				23.8				19.7				5.8				0.7				1.4				3.5
Capital employed(2)			183.8				108.2				118.0				40.8				7.2				3.3				8.3
Capital expenditure			40.7				10.5				20.7				8.0				1.1				0.4				—
Group share			17.7				5.1				10.3				2.5				0.3				0.2				—
Other partners			23.0				5.4				10.4				5.5				0.8				0.2				—
Depreciation and amortisation (1)			28.0				10.1				9.6				5.4				1.2				0.6				0.7

(1)	Group share.
(2)	Capital employed comprises the Group’s share of the net assets of joint ventures or associates.

		Joint Ventures								Associates
		Americas				Asia/Pacific				Americas				Africa				Asia/Pacific
		£ million				£ million				£ million				£ million				£ million
2005
Turnover(1)			140.2				587.6				41.5				57.7				23.3
Operating profit before exceptional items(1)			24.1				83.0				3.7				10.2				6.6
Operating exceptional items(1)			—				—				—				—				—
Operating profit			24.1				83.0				3.7				10.2				6.6
Capital employed(2)			(10.8	)			302.3				16.0				31.6				33.1
Capital expenditure			103.2				161.1				0.1				17.8				3.7
Group share			64.0				76.9				—				2.0				1.1
Other partners			39.2				84.2				0.1				15.8				2.6
2004
Turnover(1)			87.6				559.4				26.5				17.4				23.0
Operating profit before exceptional items(1)			17.2				82.2				1.1				4.7				7.3
Operating exceptional items(1)			—				(2.6	)			—				—				—
Operating profit			17.2				79.6				1.1				4.7				7.3
Capital employed(2)			(30.0	)			288.7				12.5				9.7				30.2
Capital expenditure			6.0				98.1				0.1				—				4.8
Group share			2.4				45.5				—				—				1.3
Other partners			3.6				52.6				0.1				—				3.5
2003
Turnover(1)			68.0				476.3				19.1				15.4				26.1
Operating profit before exceptional items(1)			19.1				67.7				(0.7	)			3.5				8.6
Operating exceptional items(1)			—				(6.8	)			—				—				—
Operating profit			19.1				60.9				(0.7	)			3.5				8.6
Capital employed(2)			26.5				383.5				13.1				8.3				38.2
Capital expenditure			13.8				58.1				6.0				—				3.5
Group share			5.4				27.7				1.8				—				1.2
Other partners			8.4				30.4				4.2				—				2.3

(1)	Group share.
(2)	Capital employed comprises the Group’s share of the net assets of joint ventures or associates.
(3)	The decrease in capital employed of joint ventures in 2004 is principally due to the acquisition of an additional 30 per cent ownership interest in the Cantarell joint venture (see note 28a)).
(4)	The Afrox hospitals business was accounted for as a subsidiary company until March 2005 and thereafter as an associated company, following the disposal of BOC’s controlling interest.

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		UK												US
		2005				2004				2003				2005				2004				2003
		£ million				£ million				£ million				£ million				£ million				£ million
Turnover(1)			993.2				973.9				914.3				887.1				959.7				1,013.5
Total operating profit before exceptional items(1)			85.5				112.9				110.4				41.7				21.5				31.3
Operating exceptional items(1)			(5.1	)			—				(5.0	)			(15.6	)			(14.8	)			(48.9	)
Operating profit			80.4				112.9				105.4				26.1				6.7				(17.6	)
Profit/(loss) on disposal of business			—				—				—				13.2				(79.5	)			—
Profit on disposal of fixed assets			—				4.9				—				10.5				—				—
Capital employed(2)			530.2				575.8				629.5				932.1				820.7				1,039.5
Capital expenditure(3)			93.1				60.7				92.4				115.5				56.2				71.0

(1)	Including share of joint ventures and associates.
(2)	Capital employed comprises the capital and reserves of the Group, its long-term liabilities and all current borrowings net of cash and deposits.
(3)	Subsidiary undertakings only.

		2005				2004				2003
		£ million				£  million				£ million
i)  Expense category
Cost of sales			(2,161.6	)			(2,181.7	)			(2,137.9	)
Distribution costs			(316.3	)			(317.7	)			(321.7	)
Administrative expenses(1)			(861.0	)			(936.6	)			(913.2	)
Income from other fixed asset investments			0.1				0.2				1.7
Net operating expenses			(1,177.2	)			(1,254.1	)			(1,233.2	)

		Continuing
		Operations
		Before
		Exceptional				Exceptional
		Items				Items(2)				Total
		£ million				£ million				£ million
ii)  2005 analysis
Cost of sales			(2,161.6	)			—				(2,161.6	)
Distribution costs			(316.3	)			—				(316.3	)
Administrative expenses(1)			(840.3	)			(20.7	)			(861.0	)
Income from other fixed asset investments			0.1				—				0.1
Net operating expenses			(1,156.5	)			(20.7	)			(1,177.2	)
iii)  2004 analysis
Cost of sales			(2,181.7	)			—				(2,181.7	)
Distribution costs			(317.7	)			—				(317.7	)
Administrative expenses(1)			(921.8	)			(14.8	)			(936.6	)
Income from other fixed asset investments			0.2				—				0.2
Net operating expenses			(1,239.3	)			(14.8	)			(1,254.1	)
iv)  2003 analysis
Cost of sales			(2,136.2	)			(1.7	)			(2,137.9	)
Distribution costs			(318.6	)			(3.1	)			(321.7	)
Administrative expenses(1)			(857.8	)			(55.4	)			(913.2	)
Income from other fixed asset investments			1.7				—				1.7
Net operating expenses			(1,174.7	)			(58.5	)			(1,233.2	)

(1)	Included in total administrative expenses is research and development expenditure of £43.2 million (2004: £41.6 million, 2003: £39.9 million).
(2)	All exceptional items arose in continuing operations.

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		2005				2004				2003
		£ million				£ million				£ million
Charged in arriving at operating profit
Restructuring costs			(6.8	)			(17.4	)			(23.8	)
Impairment of goodwill			(13.9	)			—				—
Litigation settlement			—				—				(43.2	)
Total operating exceptional items			(20.7	)			(17.4	)			(67.0	)

		2005				2004				2003
		£ million				£ million				£ million
Credited/(charged) after operating profit
Profit on disposal of businesses — continuing operations			98.1				—				—
Loss on disposal of business — continuing operations			—				(79.5	)			—
Profit on disposal of fixed assets — continuing operations			10.5				4.9				—
Total non-operating exceptional items			108.6				(74.6	)			—

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		2005				2004				2003
		£ million				£ million				£ million
Audit fees (Parent £0.3 million, 2004: £0.4 million, 2003: £0.4 million)			2.2				2.5				2.0
Non-audit fees
Tax services — advisory			1.0				0.7				0.8
— compliance			0.2				0.4				0.8
Audit related services(1)			1.9				0.9				0.5
Other services (expatriate administration services)(2)			1.1				1.1				1.4
Total non-audit fees			4.2				3.1				3.5
Total fees paid to auditors			6.4				5.6				5.5

(1)	Audit related services include advice associated with the implementation of Section 404 of the US Sarbanes-Oxley Act 2002 and International Financial Reporting Standards. These services are treated as non-audit services in 2005.
(2)	The expatriate administration contract was signed in June 2001 for a five year period following a competitive tender process.
(3)	The audit fees for the Afrox hospitals business are £0.4 million for 2005. These fees are not included in the above figures for 2005 following the disposal by BOC’s South African subsidiary of its majority shareholding in Afrox Healthcare Limited in March 2005.

		2005				2004				2003
		£ million				£ million				£ million
Interest payable on borrowings totally repayable within five years			52.5				55.9				48.0
Interest payable on all other borrowings			30.5				35.9				46.5
Interest payable and similar charges			83.0				91.8				94.5
Interest capitalised			(1.1	)			(0.1	)			(0.8	)
Interest payable (net of interest capitalised)			81.9				91.7				93.7
Interest receivable and similar income			(34.3	)			(21.2	)			(17.9	)
Interest (net)			47.6				70.5				75.8
Share of interest of joint ventures (net)			25.1				17.0				19.3
Share of interest of associates (net)			4.0				0.9				1.0
Total interest on net debt			76.7				88.4				96.1
Interest payable on finance leases			0.7				1.7				3.5
Interest payable on borrowings repayable by instalments			7.0				10.0				14.1

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			2005				2004				2003
			£ million				£ million				£ million
Current tax:
Payable in the UK
Corporation tax at 30% (2004: 30%, 2003: 30%)				116.6				79.8				85.7
Double tax relief				(84.1	)			(52.9	)			(57.5	)
				32.5				26.9				28.2
Payable overseas
	US — Federal tax at 35% (2004: 35%, 2003: 35%)			(3.2	)			0.1				0.2
	— State and local taxes			—				0.1				(0.3	)
Australia at 30% (2004: 30%, 2003: 30%)				20.7				23.2				16.4
South Africa at 29% (2004: 30%, 2003: 30%)				58.3				35.5				26.0
Japan at 42% (2004: 42%, 2003: 42%)				16.8				14.1				11.3
Other countries				40.9				14.3				35.6
				133.5				87.3				89.2
Total current tax				166.0				114.2				117.4
Deferred tax:
Origination and reversal of timing differences				(6.1	)			(12.4	)			(20.9	)
Effect of change in tax rate on opening liability				—				(0.1	)			(0.1	)
Total deferred tax(1)				(6.1	)			(12.5	)			(21.0	)
Tax on profit on ordinary activities				159.9				101.7				96.4

		2005				2004				2003
		£ million				£ million				£ million
Analysis of charge in the year by entity type
Subsidiary undertakings			130.2				75.9				77.9
Share of joint ventures			26.1				23.5				16.0
Share of associates			3.6				2.3				2.5
Tax on profit on ordinary activities			159.9				101.7				96.4

(1)	The deferred tax includes a credit of £4.7 million (2004: £13.5 million, 2003: £18.5 million) relating to subsidiary undertakings. The balance relates to the Group’s share of joint ventures and associates.

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		2005				2004				2003
		£ million				£ million				£ million
Analysis
Arising from accelerated depreciation allowances			271.6				312.2				346.5
Other timing differences			(27.7	)			(34.2	)			(43.7	)
Tax losses and other credits available			(8.3	)			(30.8	)			(30.2	)
			235.6				247.2				272.6
Movement during the year(1)
At 1 October 2004			247.2				272.6				283.9
Exchange adjustment			6.6				(3.8	)			5.7
Arising during the year			(4.7	)			(13.5	)			(18.5	)
Transfers to current tax			(14.4	)			(0.2	)			(1.0	)
Acquisitions/(disposals) of businesses			—				—				(18.7	)
Other movements			0.9				(7.9	)			21.2
At 30 September 2005			235.6				247.2				272.6

(1)	Subsidiary undertakings only.

The balance at 30 September 2005 is shown in:
Provisions for liabilities and charges (note 22)			241.9				253.0				279.2
Less: Debtors falling due after more than one year (note 15 b))			6.3				5.8				6.6
			235.6				247.2				272.6

						Adjustments
		UK GAAP				to US GAAP				US GAAP
		£ million				£ million				£ million
Accelerated capital allowances			271.6				—				271.6
Other temporary differences			(27.7	)			(6.3	)			(34.0	)
Tax losses and other credits available			(8.3	)			—				(8.3	)
			235.6				(6.3	)			229.3

(1)

The UK deferred tax balance of £235.6 million does not include the deferred tax asset of £98.4 million relating to the Group’s net pension liabilities. As required by the applicable UK GAAP accounting standard, FRS 17, this asset is set against the relevant retirement benefit liability to show the net position (see note 8 a)). If it was included above, it would be wholly reversed in the adjustments to US GAAP.

		US GAAP
		£ million
Movement during the year
At 1 October 2004			237.0
Exchange adjustment			8.0
Arising during the year(2)			22.2
Transfers to current tax			(14.4	)
Acquisitions/(disposals) of businesses			—
Other movements(3)			(23.5	)
At 30 September 2005			229.3

(2)	The amount arising during the year includes a charge of £28.5 million in respect of the undistributed earnings of foreign subsidiaries and joint ventures.
(3)	This mainly relates to the deferred tax on an additional minimum pension liability under US GAAP. See note 8 c) and 30 f).

56

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		2005				2004
		£ million				£ million
Long-term
Asset			156.9				153.6
Liability			(370.8	)			(383.9	)
Net liability			(213.9	)			(230.3	)
Short-term
Asset			26.8				19.1
Liability			(42.2	)			(25.8	)
Net (liability)/asset			(15.4	)			(6.7	)
Total deferred tax assets			183.7				172.7
Total deferred tax liabilities			(413.0	)			(409.7	)
			(229.3	)			(237.0	)

														Reconciliation of
		Reconciliation of												Effective Tax Rate
		Total Tax Rate												on Adjusted Profit
		2005				2004				2003				2005				2004				2003
		%				%				%				%				%				%
UK corporation tax rate			30.0				30.0				30.0				30.0				30.0				30.0
Difference in tax rates of overseas subsidiaries, joint ventures and associates			0.1				1.1				0.5				0.1				0.9				0.4
Excess of tax depreciation over book depreciation			(0.6	)			(2.5	)			(3.3	)			(0.7	)			(2.1	)			(2.8	)
Other timing differences			—				(0.9	)			2.1				0.1				(0.7	)			1.8
State and local taxes			0.4				0.2				0.3				0.4				0.2				0.3
Net (utilisation)/creation of losses			(2.0	)			—				0.9				(2.4	)			—				0.7
Investment tax credits			(0.3	)			—				(0.1	)			(0.3	)			—				(0.1	)
Prior year tax			(1.2	)			(3.0	)			(0.1	)			(1.4	)			(2.4	)			—
Tax effect of exceptional items			(0.3	)			3.6				4.4				—				—				—
Permanent items and other items with less than a 5% net effect			1.9				(0.8	)			(1.3	)			2.2				(0.7	)			(1.1	)
Current total tax rate/effective tax rate			28.0				27.7				33.4				28.0				25.2				29.2
Deferred tax timing differences			(1.1	)			(3.0	)			(6.0	)			(2.0	)			3.8				(0.2	)
Total tax rate/effective tax rate			26.9				24.7				27.4				26.0				29.0				29.0

		2005				2004				2003
		£ million				£ million				£ million
UK			59.2				83.7				67.0
Overseas			534.4				328.6				284.9
			593.6				412.3				351.9

57

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Table of Contents

		Net
		Operating
		Loss
Year		£ million
2006			—
2007			—
2008			—
2009			—
2010			—
Thereafter, or no expiry date			1.3

		2005								2004
		Year End				Average				Year End				Average
i)  Employees by business
Process Gas Solutions			6,821				6,430				5,836				5,631
Industrial and Special Products			13,004				12,991				13,874				14,895
BOC Edwards			4,680				4,780				4,911				4,823
Afrox hospitals			—				6,628				13,392				13,654
Gist			5,638				5,135				4,961				4,852
Corporate			429				416				409				405
			30,572				36,380				43,383				44,260
ii)  Employees by region
Europe			13,408				12,912				12,712				12,504
Americas			6,216				6,223				6,283				7,140
Africa			3,541				10,049				16,790				17,073
Asia/ Pacific			7,407				7,196				7,598				7,543
			30,572				36,380				43,383				44,260
b)  Joint ventures and associates
Joint ventures			6,111				6,152				6,094				5,993
Associates			14,124				7,516				906				885
			20,235				13,668				7,000				6,878

58

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		2005				2004				2003
		£ million				£ million				£ million
Wages and salaries			790.5				855.2				844.7
Social security costs			74.8				79.6				77.7
Other pension costs(2)			86.6				80.8				115.4
			951.9				1,015.6				1,037.8

(1)	Subsidiary undertakings only.
(2)	Other pension costs includes an exceptional credit of £nil (2004: £4.4 million, 2003 £43.2 million charge). See also notes 2 b) and 8 a).

Long-

Term

Incentive

Employee Options

Executive Options

Plan(1)

Number of

Weighted

Number of

Weighted

Number

Shares

Range of

Average

Shares

Range of

Average

of Shares

Million

Option Prices

Option Price

Million

Option Prices

Option Price

Million

Outstanding at 1 October 2002

5.4

650p-914p

855p

23.5

677p-1119p

943p

—

Granted

2.3

698p

698p

4.9

776p-873p

837p

1.2

Exercised

(0.3

)

650p-914p

826p

(0.4

)

677p-851p

751p

—

Lapsed

(1.1

)

650p-914p

868p

(1.6

)

677p-1016p

937p

—

Outstanding at 30 September 2003

6.3

698p-914p

801p

26.4

677p-1119p

926p

1.2

Granted

1.2

795p

795p

2.9

820p-896p

820p

1.4

Exercised

(0.7

)

698p-914p

811p

(0.7

)

677p-919p

749p

—

Lapsed

(1.2

)

698p-914p

821p

(2.0

)

677p-1119p

940p

(0.1

)

Outstanding at 30 September 2004

5.6

698p-914p

794p

26.6

722p-1079p

919p

2.5

Granted

1.1

787p

787p

1.7

905p-1074p

905p

1.5

Exercised

(0.8

)

698p-914p

857p

(3.5

)

722p-1016p

887p

—

Lapsed

(0.6

)

698p-914p

824p

(1.7

)

776p-1034p

921p

(0.6

)

Outstanding at 30 September 2005

5.3

698p-914p

780p

23.1

776p-1079p

922p

3.4

Number of participants at 30 September 2005

5,361

1,284

129

Options exercisable:

At 30 September 2005

0.1

823p-914p

873p

14.8

848p-1079p

965p

0.5

At 30 September 2004

0.2

766p-894p

875p

6.3

722p-980p

892p

—

Fair value of options granted during:

Year ended 30 September 2005

254p

175p

737p

Year ended 30 September 2004

205p

175p

705p

(1)	The long-term incentive plan was granted at an option price of £nil.

59

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																										Long-Term Incentive
		Employee Options												Executive Options												Plan(1)
		Number of				Weighted				Normal				Number of				Weighted				Normal				Number				Normal
		Options				Average				Exercisable				Options				Average				Exercisable				of Awards				Exercisable
		Thousand				Option Price				Date				Thousand				Option Price				Date				Thousand				Date
Outstanding at 30 September 2005
Date of grant
1996			—				—				—				410				916p				1999-2006				—				—
1997			—				—				—				669				980p				2000-2007				—				—
1998			20				823p				2005-2006				1,060				916p				2001-2008				—				—
1999			231				766p				2004-2007				1,281				859p				2002-2009				—				—
2000			257				870p				2005-2008				3,997				937p				2003-2010				—				—
2001			461				894p				2004-2009				3,184				994p				2004-2011				—				—
2002			446				914p				2005-2010				4,189				1016p				2005-2012				—				—
2003			1,872				698p				2006-2011				4,076				839p				2006-2013				982				2006-2013
2004			1,009				795p				2007-2012				2,564				820p				2007-2014				1,159				2007-2014
2005			1,024				787p				2008-2013				1,669				905p				2008-2015				1,273				2008-2015
			5,320												23,099												3,414

(1)	The long-term incentive plan was granted at an option price of £nil.

60

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Main Assumptions for FRS 17 Purposes		Europe				Americas				Africa				Asia/Pacific
2005
Rate of increase in salaries			4.4%				3.8%				5.5%				3.5%
Rate of increase in pensions in payment			2.9%				—				4.5%				2.4%
Discount rate			5.0%				5.4%				8.5%				5.4%
Inflation			2.9%				2.6%				4.5%				2.5%
2004
Rate of increase in salaries			4.4%				3.8%				7.5%				3.6%
Rate of increase in pensions in payment			2.9%				—				5.3%				2.4%
Discount rate			5.5%				5.7%				10.0%				6.1%
Inflation			2.9%				2.5%				5.5%				2.5%
2003
Rate of increase in salaries			4.1%				3.75%				7.5%				3.5%
Rate of increase in pensions in payment			2.6%				—				4.8%				2.5%
Discount rate			5.3%				5.9%				10.0%				6.2%
Inflation			2.6%				2.5%				5.0%				2.5%
Date of latest actuarial funding valuation			31 Mar 02				01 Jan 04				30 Jun 04				31 Dec 03

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		Equities				Bonds				Other				Total
Long-term rate of return expected at 30 September 2005
Europe			7.7%				4.6%				7.2%				—
Americas			7.7%				3.9%				3.9%				—
Africa			10.9%				6.4%				5.7%				—
Asia/Pacific			7.7%				4.3%				4.9%				—
Value at 30 September 2005 (£ million)
Europe			1,016.0				279.7				218.1				1,513.8
Americas			310.3				76.2				0.3				386.8
Africa			111.9				15.6				14.7				142.2
Asia/Pacific			154.8				8.8				51.7				215.3
Total			1,593.0				380.3				284.8				2,258.1
Long-term rate of return expected at 30 September 2004
Europe			8.5%				5.1%				7.5%				—
Americas			9.5%				3.2%				3.5%				—
Africa			13.5%				10.0%				9.0%				—
Asia/Pacific			8.1%				4.6%				5.0%				—
Value at 30 September 2004 (£ million)
Europe			870.3				260.5				106.9				1,237.7
Americas			292.7				76.1				0.3				369.1
Africa			93.8				17.5				6.9				118.2
Asia/Pacific			116.7				15.6				37.1				169.4
Total			1,373.5				369.7				151.2				1,894.4
Long-term rate of return expected at 30 September 2003
Europe			8.5%				5.0%				6.4%				—
Americas			9.5%				4.1%				—				—
Africa			13.0%				10.0%				8.1%				—
Asia/Pacific			8.5%				4.8%				5.2%				—
Value at 30 September 2003 (£ million)
Europe			793.9				216.1				62.3				1,072.3
Americas			307.0				66.2				—				373.2
Africa			73.6				16.8				7.9				98.3
Asia/Pacific			105.6				15.1				25.2				145.9
Total			1,280.1				314.2				95.4				1,689.7

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										Americas
						Americas				Health
		Europe				Pensions				Care				Africa				Asia/Pacific				Total
		£ million				£ million				£ million				£ million				£ million				£ million
2005
Total market value of assets			1,513.8				386.8				—				142.2				215.3				2,258.1
Present value of scheme liabilities			(1,969.0	)			(257.8	)			(44.5	)			(104.5	)			(206.8	)			(2,582.6	)
Irrecoverable surplus			—				—				—				(37.7	)			—				(37.7	)
(Deficit)/surplus in the scheme			(455.2	)			129.0				(44.5	)			—				8.5				(362.2	)
Related deferred tax asset/(liability)			133.4				(51.4	)			18.6				—				(2.2	)			98.4
Net pension (liabilities)/assets(1)			(321.8	)			77.6				(25.9	)			—				6.3				(263.8	)
2004
Total market value of assets			1,237.7				369.1				—				118.2				169.4				1,894.4
Present value of scheme liabilities			(1,682.0	)			(266.0	)			(46.4	)			(91.8	)			(163.8	)			(2,250.0	)
Irrecoverable surplus			—				—				—				(26.4	)			—				(26.4	)
(Deficit)/surplus in the scheme			(444.3	)			103.1				(46.4	)			—				5.6				(382.0	)
Related deferred tax asset/(liability)			130.4				(41.0	)			18.3				—				(1.3	)			106.4
Net pension (liabilities)/assets(1)			(313.9	)			62.1				(28.1	)			—				4.3				(275.6	)
2003
Total market value of assets			1,072.3				373.2				—				98.3				145.9				1,689.7
Present value of scheme liabilities			(1,516.9	)			(294.0	)			(50.5	)			(92.5	)			(142.1	)			(2,096.0	)
Irrecoverable surplus			—				—				—				(5.8	)			—				(5.8	)
(Deficit)/surplus in the scheme			(444.6	)			79.2				(50.5	)			—				3.8				(412.1	)
Related deferred tax asset/(liability)			133.4				(31.2	)			19.9				—				(1.1	)			121.0
Net pension (liabilities)/assets(1)			(311.2	)			48.0				(30.6	)			—				2.7				(291.1	)

(1)

Included in the net pension (liabilities)/assets are assets of £88.7 million (2004: £68.9 million, 2003: £50.7 million) and liabilities of £352.5 million (2004: £344.5 million, 2003: £341.8 million). In addition to deferred tax on pension assets and liabilities, a further £42.1 million (2004: £22.0 million) of current tax relating to pension assets and liabilities is included within Creditors: amounts falling due within one year. Of this, £8.4 million (2004: £3.2 million) has been accounted for in the total recognised gains and losses and £11.7 million (2004: £18.8 million) has been included in the profit and loss account. There were no equivalent current tax items in 2003.

										Americas
						Americas				Health
Analysis of the Amount Charged to		Europe				Pensions				Care				Africa				Asia/Pacific				Total
Operating Profit		£ million				£ million				£ million				£ million				£ million				£ million
Year to 30 September 2005
Current service cost			(48.7	)			(10.1	)			(1.5	)			(2.2	)			(8.2	)			(70.7	)
Past service cost			—				—				—				—				—				—
Curtailments/settlements			—				—				—				—				—				—
Total operating charge			(48.7	)			(10.1	)			(1.5	)			(2.2	)			(8.2	)			(70.7	)
Year to 30 September 2004
Current service cost			(47.4	)			(10.1	)			(1.5	)			(2.4	)			(7.7	)			(69.1	)
Past service cost			(0.5	)			—				—				—				—				(0.5	)
Curtailments/settlements(2)			—				1.6				2.8				—				—				4.4
Total operating charge			(47.9	)			(8.5	)			1.3				(2.4	)			(7.7	)			(65.2	)
Year to 30 September 2003
Current service cost			(39.4	)			(12.3	)			(1.6	)			(2.1	)			(7.9	)			(63.3	)
Past service cost(3)			(0.4	)			(43.2	)			—				—				—				(43.6	)
Curtailments/settlements			3.5				—				—				—				—				3.5
Total operating charge			(36.3	)			(55.5	)			(1.6	)			(2.1	)			(7.9	)			(103.4	)

(2)	The curtailment gains in Americas pensions and Americas health care in 2004 relate to the sale of the US packaged gas business and were accounted for as exceptional items (see note 2b)).
(3)	The past service cost amounts in Americas pensions in 2003 were accounted for as exceptional items (see note 2b)).

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										Americas
						Americas				Health
Analysis of the Amount Included in		Europe				Pensions				Care				Africa				Asia/Pacific				Total
Other Net Financing Income		£ million				£ million				£ million				£ million				£ million				£ million
Year to 30 September 2005
Expected return on pension scheme assets(4)			96.7				26.9				—				10.9				12.5				147.0
Interest on pension scheme liabilities (4)			(92.2	)			(13.5	)			(2.5	)			(8.7	)			(11.7	)			(128.6	)
Net interest on FRS 17 pension schemes			4.5				13.4				(2.5	)			2.2				0.8				18.4
Year to 30 September 2004
Expected return on pension scheme assets(4)			83.1				28.1				—				11.2				10.7				133.1
Interest on pension scheme liabilities (4)			(80.4	)			(15.4	)			(2.6	)			(8.9	)			(9.7	)			(117.0	)
Net interest on FRS 17 pension schemes			2.7				12.7				(2.6	)			2.3				1.0				16.1
Year to 30 September 2003
Expected return on pension scheme assets(4)			70.2				29.1				—				10.8				9.4				119.5
Interest on pension scheme liabilities (4)			(72.9	)			(15.8	)			(3.1	)			(8.8	)			(9.2	)			(109.8	)
Net interest on FRS 17 pension schemes			(2.7	)			13.3				(3.1	)			2.0				0.2				9.7

(4)	The profit and loss account includes amounts relating to joint ventures and associates of £0.1 million and £(0.3) million in respect of expected return on pension scheme assets and interest on pension scheme liabilities respectively (2004: £0.1 million and £(0.4) million, 2003: £0.1 million and £(0.4) million).

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										Americas
Analysis of the Amount						Americas				Health
Recognised in the Statement		Europe				Pensions				Care				Africa				Asia/Pacific				Total
of Total Recognised Gains and Losses		£ million				£ million				£ million				£ million				£ million				£ million
Year to 30 September 2005
Actual return less expected return on pension scheme assets			159.8				25.6				—				27.8				18.6				231.8
Experience gains and losses arising on the scheme liabilities			9.2				1.2				7.6				—				(16.0	)			2.0
Changes in assumptions underlying the present value of the scheme liabilities			(206.9	)			(9.0	)			(3.1	)			(13.3	)			(0.6	)			(232.9	)
Irrecoverable surplus			—				—				—				(16.2	)			—				(16.2	)
Actuarial (loss)/gain recognised in the statement of total recognised gains and losses(5)			(37.9	)			17.8				4.5				(1.7	)			2.0				(15.3	)
Year to 30 September 2004
Actual return less expected return on pension scheme assets			31.9				17.6				—				12.5				14.2				76.2
Experience gains and losses arising on the scheme liabilities			(28.6	)			12.5				0.2				—				(14.2	)			(30.1	)
Changes in assumptions underlying the present value of the scheme liabilities			(29.4	)			(3.3	)			(2.0	)			5.9				—				(28.8	)
Irrecoverable surplus			—				—				—				(20.6	)			—				(20.6	)
Actuarial (loss)/gain recognised in the statement of total recognised gains and losses(5)			(26.1	)			26.8				(1.8	)			(2.2	)			—				(3.3	)
Year to 30 September 2003
Actual return less expected return on pension scheme assets			73.7				44.2				—				(10.8	)			4.7				111.8
Experience gains and losses arising on the scheme liabilities			8.3				(1.7	)			0.1				0.1				(2.6	)			4.2
Changes in assumptions underlying the present value of the scheme liabilities			(134.8	)			(6.3	)			(2.0	)			—				—				(143.1	)
Irrecoverable surplus			—				—				—				8.7				—				8.7
Actuarial (loss)/gain recognised in the statement of total recognised gains and losses(5)			(52.8	)			36.2				(1.9	)			(2.0	)			2.1				(18.4	)

(5)	The statement of total recognised gains and losses includes amounts relating to joint ventures and associates and amounts in respect of minority interests of £(2.9) million (2004: £(1.1) million, 2003: £(0.9) million).

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						Americas				Americas
History of Experience Gains and Losses		Europe				Pensions				Health Care				Africa				Asia/Pacific				Total
Year to 30 September 2005
Difference between the expected and actual return on scheme assets
Amount (£ million)			159.8				25.6				—				27.8				18.6				231.8
Percentage of scheme assets			10.6	%			6.6	%			—				19.6	%			8.6	%			10.3	%
Experience gains and losses on scheme liabilities
Amount (£ million)			9.2				1.2				7.6				—				(16.0	)			2.0
Percentage of the present value of scheme liabilities			0.5	%			0.5	%			17.1	%			—				(7.7	)%			0.1	%
Total amount recognised in the statement of total recognised gains and losses
Amount (£ million)			(37.9	)			17.8				4.5				(1.7	)			2.0				(15.3	)
Percentage of the present value of scheme liabilities			(1.9	)%			6.9	%			10.1	%			(1.6	)%			1.0	%			(0.6	)%
Year to 30 September 2004
Difference between the expected and actual return on scheme assets
Amount (£ million)			31.9				17.6				—				12.5				14.2				76.2
Percentage of scheme assets			2.6	%			4.8	%			—				10.6	%			8.4	%			4.0	%
Experience gains and losses on scheme liabilities
Amount (£ million)			(28.6	)			12.5				0.2				—				(14.2	)			(30.1	)
Percentage of the present value of scheme liabilities			(1.7	)%			4.7	%			0.4	%			—				(8.7	)%			(1.3	)%
Total amount recognised in the statement of total recognised gains and losses
Amount (£ million)			(26.1	)			26.8				(1.8	)			(2.2	)			—				(3.3	)
Percentage of the present value of scheme liabilities			(1.6	)%			10.0	%			(3.9	)%			(2.4	)%			—				(0.1	)%
Year to 30 September 2003
Difference between the expected and actual return on scheme assets
Amount (£ million)			73.7				44.2				—				(10.8	)			4.7				111.8
Percentage of scheme assets			6.9	%			11.8	%			—				(11.0	)%			3.2	%			6.6	%
Experience gains and losses on scheme liabilities
Amount (£ million)			8.3				(1.7	)			0.1				0.1				(2.6	)			4.2
Percentage of the present value of scheme liabilities			0.5	%			(0.6	)%			0.2	%			0.1	%			(1.8	)%			0.2	%
Total amount recognised in the statement of total recognised gains and losses
Amount (£ million)			(52.8	)			36.2				(1.9	)			(2.0	)			2.1				(18.4	)
Percentage of the present value of scheme liabilities			(3.5	)%			12.3	%			(3.8	)%			(2.2	)%			1.5	%			(0.9	)%

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						Americas				Americas
History of Experience Gains and Losses		Europe				Pensions				Health Care				Africa				Asia/Pacific				Total
Year to 30 September 2002
Difference between the expected and actual return on scheme assets
Amount (£ million)			(246.4	)			(71.6	)			—				3.0				(13.6	)			(328.6	)
Percentage of scheme assets			(26.2	)%			(21.0	)%			—				4.3	%			(11.1	)%			(22.3	)%
Experience gains and losses on scheme liabilities
Amount (£ million)			(9.7	)			6.7				5.8				(3.9	)			(1.3	)			(2.4	)
Percentage of the present value of scheme liabilities			(0.7	)%			2.7	%			11.6	%			(6.6	)%			(1.0	)%			(0.1	)%
Total amount recognised in the statement of total recognised gains and losses
Amount (£ million)			(347.8	)			(67.1	)			(0.1	)			(12.5	)			(9.4	)			(436.9	)
Percentage of the present value of scheme liabilities			(26.1	)%			(26.8	)%			(0.2	)%			(21.1	)%			(7.0	)%			(23.9	)%
Year to 30 September 2001
Difference between the expected and actual return on scheme assets
Amount (£ million)			(346.2	)			(156.4	)			—				(11.9	)			(13.3	)			(527.8	)
Percentage of scheme assets			(30.3	)%			(37.6	)%			—				(15.0	)%			(10.4	)%			(29.9	)%
Experience gains and losses on scheme liabilities
Amount (£ million)			(7.6	)			(0.9	)			(6.9	)			(0.3	)			10.7				(5.0	)
Percentage of the present value of scheme liabilities			(0.6	)%			(0.3	)%			(13.3	)%			(0.4	)%			8.2	%			(0.3	)%
Total amount recognised in the statement of total recognised gains and losses
Amount (£ million)			(289.8	)			(157.3	)			(6.9	)			(15.1	)			(2.6	)			(471.7	)
Percentage of the present value of scheme liabilities			(24.7	)%			(60.9	)%			(13.3	)%			(22.7	)%			(2.0	)%			(28.1	)%

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						Americas				Americas
		Europe				Pensions				Health Care				Africa				Asia/Pacific				Total
Movement in (Deficit)/Surplus During the Year		£ million				£ million				£ million				£ million				£ million				£ million
Year to 30 September 2005
(Deficit)/surplus in scheme at 1 October			(444.3	)			103.1				(46.4	)			—				5.6				(382.0	)
Movement in the year:
Current service cost			(48.7	)			(10.1	)			(1.5	)			(2.2	)			(8.2	)			(70.7	)
Past service cost			—				—				—				—				—				—
Curtailments/settlements			—				—				—				—				—				—
Contributions			71.3				1.6				2.4				2.1				7.7				85.1
Other finance income			4.5				13.4				(2.5	)			2.2				0.8				18.4
Actuarial (loss)/gain			(37.9	)			17.8				4.5				(1.7	)			2.0				(15.3	)
Exchange adjustment			(0.1	)			3.2				(1.0	)			(0.4	)			0.6				2.3
(Deficit)/surplus in scheme at 30 September			(455.2	)			129.0				(44.5	)			—				8.5				(362.2	)
Year to 30 September 2004
(Deficit)/surplus in scheme at 1 October			(444.6	)			79.2				(50.5	)			—				3.8				(412.1	)
Movement in the year:
Current service cost			(47.4	)			(10.1	)			(1.5	)			(2.4	)			(7.7	)			(69.1	)
Past service cost			(0.5	)			—				—				—				—				(0.5	)
Curtailments/settlements			—				1.6				2.8				—				—				4.4
Contributions			71.6				—				2.9				2.3				8.7				85.5
Other finance income			2.7				12.7				(2.6	)			2.3				1.0				16.1
Actuarial (loss)/gain			(26.1	)			26.8				(1.8	)			(2.2	)			—				(3.3	)
Exchange adjustment			—				(7.1	)			4.3				—				(0.2	)			(3.0	)
(Deficit)/surplus in scheme at 30 September			(444.3	)			103.1				(46.4	)			—				5.6				(382.0	)

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		2005								2004
		Target				Actual				Actual
Equity securities			68%				69%				72%
Debt securities			18%				17%				19%
Real estate			14%				13%				8%
Cash			0%				1%				1%

		2005				2004
Equity securities			84.9%				77.5%
Debt securities			15.1%				22.5%

		Pension Benefits								Other Benefits(1)
		2005				2004				2005				2004
		£ million				£ million				£ million				£ million
Change in benefit obligation
Projected benefit obligation at 1 October 2004			2,167.6				2,089.3				46.3				50.5
Exchange adjustment			24.8				(28.4	)			0.9				(4.2	)
Service cost			65.2				67.4				1.5				1.7
Interest cost			130.4				114.0				2.5				2.6
Plan participants’ contributions			13.9				13.5				—				—
Actuarial (gains)/losses			250.0				6.6				(4.4	)			1.7
Benefits paid			(85.4	)			(93.6	)			(2.4	)			(2.9	)
Other (income) less expenses			1.1				(0.2	)			—				—
Curtailments, settlements, termination benefits			(44.8	)			(1.0	)			—				(3.1	)
Disposal of subsidiary			(10.3	)			—				—				—
Projected benefit obligation at 30 September 2005			2,512.5				2,167.6				44.4				46.3
Change in fair value of assets
Fair value of assets at 1 October 2004			1,877.1				1,640.5				—				—
Exchange adjustment			28.8				(34.8	)			—				—
Actual return on plan assets			288.2				279.5				—				—
Employer contributions			82.2				72.2				—				—
Plan participants’ contributions			13.9				13.5				—				—
Other income less (expenses)			1.1				(0.2	)			—				—
Benefits paid			(85.4	)			(93.6	)			—				—
Curtailments, settlements, termination benefits			(44.8	)			—				—				—
Disposal of subsidiary			(17.2	)			—				—				—
Fair value of assets at 30 September 2005			2,143.9				1,877.1				—				—
Funded status and unrecognised (gains)/losses
Funded status			(368.6	)			(290.5	)			(44.4	)			(46.3	)
Unrecognised net transition asset			14.9				(10.8	)			—				—
Unrecognised prior service cost/(credit)			10.9				13.2				(1.4	)			(1.7	)
Unrecognised net loss			629.2				535.8				3.1				7.7
Adjustment for post measurement date contributions			17.2				17.2				—				—
Prepaid/(accrued pension cost				) 303.6			264.9				(42.7	)			(40.3	)

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		Pension Benefits								Other Benefits(1)
		2005				2004				2005				2004
		£ million				£ million				£ million				£ million
Amounts recognised in the statement of financial position consist of:
Prepaid benefit cost			184.5				165.2
Accrued benefit liability			(318.4	)			(263.4	)
Intangible asset			3.8				5.4
Accumulated other comprehensive income			433.7				357.7
Prepaid pension cost			303.6				264.9

(1)	Other benefits relate to post retirement medical benefits.

		Europe				Americas				Africa				Asia/Pacific
At 30 September 2005
Equity securities			68.9%				80.2%				78.7%				71.9%
Debt securities			16.7%				19.7%				11.0%				4.1%
Real estate			13.2%				—				1.9%				7.1%
Other			1.2%				0.1%				8.4%				16.9%
At 30 September 2004
Equity securities			70.3%				79.3%				79.4%				68.9%
Debt securities			21.1%				20.6%				14.8%				9.2%
Real estate			8.6%				—				1.0%				7.2%
Other			—				0.1%				4.8%				14.7%

		Europe				Americas				Africa				Asia/Pacific
At 30 September 2005
Discount rate			4.9%				5.0%				8.5%				6.0%
Expected return on all plan assets			7.0%				6.8%				9.9%				7.0%
Rate of compensation increase			4.2%				3.5%				5.5%				3.5%
At 30 September 2004
Discount rate			5.75%				6.1%				10.0%				6.1%
Expected return on all plan assets			7.75%				8.0%				12.0%				7.1%
Rate of compensation increase			4.5%				3.75%				7.5%				3.5%

		Europe				Americas				Africa				Asia/Pacific
At 30 September 2005
Discount rate			5.75%				6.1%				10.0%				6.1%
Expected return on all plan assets			7.75%				8.0%				12.0%				7.1%
Rate of compensation increase			4.5%				3.75%				7.5%				3.5%
At 30 September 2004
Discount rate			5.2%				5.8%				10.0%				6.2%
Expected return on all plan assets			7.6%				8.0%				12.0%				7.6%
Rate of compensation increase			4.0%				3.75%				7.5%				3.5%

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																		Total Pension				Other
		Europe				Americas				Africa				Asia/Pacific				Benefits				Benefits(2)
		£ million				£ million				£ million				£ million				£ million				£ million
Year ending 30 September
2006			65.0				12.8				4.2				10.6				92.6				2.9
2007			68.2				12.1				4.3				11.4				96.0				2.8
2008			71.4				12.5				4.5				12.2				100.6				2.8
2009			75.4				12.4				4.7				13.0				105.5				2.7
2010			79.6				12.1				4.9				14.2				110.8				2.7
2011 – 2015			471.4				58.9				28.3				87.9				646.5				13.6

		Pensionable Benefits												Other Benefits(2)
		2005				2004				2003				2005				2004				2003
		£ million				£ million				£ million				£ million				£ million				£ million
Service cost net of employees’ contributions			65.2				67.4				53.0				1.5				1.7				1.8
Interest cost on projected benefits obligation			130.4				114.0				108.7				2.5				2.6				3.1
Expected return on assets			(165.7	)			(157.4	)			(166.2	)			—				—				—
Amortisation of net transition asset			(1.5	)			(2.9	)			(14.8	)			—				—				—
Amortisation of prior service cost/(credit) (3)			2.4				3.1				46.4				(0.3	)			(0.5	)			(0.5	)
Amortisation of net loss/(gain)			18.9				14.8				(1.6	)			0.2				0.3				0.3
Cost of special termination benefits			—				0.7				0.9				—				—				—
Curtailment/settlement			(0.6	)			0.6				—				—				(0.4	)			—
Net periodic pension cost			49.1				40.3				26.4				3.9				3.7				4.7

(2)	Other benefits relate to post retirement medical benefits.
(3)	In 2003 the amortisation of pension prior service cost includes £43.2 million in respect of a settlement of litigation from which the company will derive no future economic benefit.

		One Percentage Point
		Increase				Decrease
Accumulated benefit obligation			3.8				(3.6	)
Net periodic pension cost			0.5				(0.5	)

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		Per Share
		2005				2004				2003				2005				2004				2003
		pence				pence				pence				£ million				£ million				£ million
Ordinary
First interim			15.9				15.5				15.5				78.6				76.3				76.4
Second interim			25.3				24.5				23.5				125.5				121.0				115.7
			41.2				40.0				39.0				204.1				197.3				192.1

		2005				2004				2003
		£ million				£ million				£ million
Amounts used in computing the earnings per share
Earnings attributable to Ordinary shareholders for the financial year			367.0				264.0				219.1
Adjustment for exceptional items(1)			(32.8	)			47.5				41.6
Adjusted earnings			334.2				311.5				260.7

(1)	This comprises the exceptional items before interest of £87.9 million (2004: £(92.0) million, 2003: £(67.0) million) adjusted for the impact of tax of £(28.4) million (2004: £44.5 million, 2003: £25.0 million) and minority interests of £(26.7) million (2004: £nil, 2003: £0.4 million).

		2005				2004				2003
		million				million				million
Average issued share capital			500.4				498.2				497.5
Less: Average own shares held in trust			5.4				5.2				5.0
Basic			495.0				493.0				492.5
Add: Dilutive share options			1.6				0.8				0.2
Diluted			496.6				493.8				492.7

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						Other
		Goodwill				Intangibles				Total
		£ million				£ million				£ million
Gross book value
At 1 October 2004			212.8				4.8				217.6
Exchange adjustment			3.9				0.2				4.1
Acquired during the year			—				0.6				0.6
Adjustment relating to prior year acquisition			(0.6	)			—				(0.6	)
Acquisition of businesses			16.8				1.3				18.1
Disposed of during the year			(28.7	)			(0.1	)			(28.8	)
At 30 September 2005			204.2				6.8				211.0
Amortisation
At 1 October 2004			41.2				1.5				42.7
Exchange adjustment			1.6				0.1				1.7
Provided during the year			12.6				0.4				13.0
Impairment			14.8				0.2				15.0
Disposed of during the year			(4.0	)			—				(4.0	)
At 30 September 2005			66.2				2.2				68.4
Net book value
At 1 October 2004			171.6				3.3				174.9
At 30 September 2005			138.0				4.6				142.6

		Positive				Negative				Amortisation
		Goodwill				Goodwill				Period
		£ million				£ million				Years(4)
2005
G Van Dongen Holding BV			9.7				—				20
2004
There was no significant goodwill on acquisitions of subsidiary undertakings in the year.
2003
Praxair Polska			10.1				—				20
Environmental Management Corporation(1)			32.3				—				15
2002
Seiko Instruments Inc — turbomolecular pumps business (2)			59.4				—				20
Unique Gas and Petrochemicals Public Company Limited			17.5				—				20
Enron Teesside Operations Limited — industrial assets			9.6				—				15
Hydromatix Inc			5.6				—				15
Semco(3)			3.8				—				15
Minorities in Osaka Sanso Kogyo KK			—				(5.0	)			10

(1)	Restated in 2005 and 2004 to reflect an adjustment of £0.8 million to the fair value of the consideration.
(2)	Restated in 2003 to reflect an adjustment of £0.8 million to the fair value of the net assets.
(3)	Restated in 2003 to reflect an adjustment of £0.6 million to the fair value of the consideration.
(4)	Amortisation periods are those over which it is estimated that the value of the business acquired will exceed the value of the identifiable net assets of the business acquired.

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		Goodwill
		£ million
2005
Unique Gas and Petrochemicals Public Company Limited			14.8
Afrox Healthcare Limited			13.9
2004
US packaged gas business			9.1
2003
Osaka Sanso Kogyo KK (see note 28c))			(10.5	)

						Plant,
		Land and				Machinery								Construction
		Buildings				and Vehicles				Cylinders				in Progress				Total
		£ million				£ million				£ million				£ million				£ million
Gross book value
At 1 October 2004			600.3				4,216.9				571.3				141.9				5,530.4
Exchange adjustment			7.8				124.0				20.6				8.7				161.1
Capital expenditure(2)			21.4				99.8				16.1				260.0				397.3
Disposals			(7.5	)			(73.2	)			(5.7	)			(1.1	)			(87.5	)
Transfers			(13.2	)			131.7				31.8				(150.3	)			—
Acquisitions of businesses			6.5				10.2				0.3				0.2				17.2
Disposals of businesses			(130.7	)			(95.6	)			(18.0	)			(1.7	)			(246.0	)
At 30 September 2005			484.6				4,413.8				616.4				257.7				5,772.5
Depreciation
At 1 October 2004			193.8				2,450.2				268.0				—				2,912.0
Exchange adjustment			3.1				72.7				8.7				—				84.5
Provided during the year			13.3				248.7				26.9				—				288.9
Disposals			(1.3	)			(68.7	)			(4.5	)			—				(74.5	)
Disposals of businesses			(17.4	)			(56.9	)			(4.0	)			—				(78.3	)
Transfers			(13.7	)			10.5				3.2				—				—
At 30 September 2005			177.8				2,656.5				298.3				—				3,132.6
Net book value at 1 October 2004(3)
Owned assets			368.5				1,761.3				278.3				141.9				2,550.0
Leased assets(4)			38.0				5.4				25.0				—				68.4
			406.5				1,766.7				303.3				141.9				2,618.4
Net book value at 30 September 2005 (3)
Owned assets			274.9				1,744.9				298.5				257.7				2,576.0
Leased assets(4)			31.9				12.4				19.6				—				63.9
			306.8				1,757.3				318.1				257.7				2,639.9

(1)	Net book value of land and buildings at cost was £276.6 million (2004: £369.7 million).
(2)	Subsidiary undertakings only. Capital expenditure of joint ventures and associates is given in note 1.
(3)	Net book value includes net interest capitalised of £40.7 million (2004: £47.8 million). The tax effect of this is included in the deferred tax provision.
(4)	Leased assets are shown net of accumulated depreciation of £107.1 million (2004: £121.1 million).

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		2005				2004				2003
		£ million				£ million				£ million
Depreciation on leased assets included above			6.2				6.5				8.1
Amortisation of capitalised interest included above			5.1				5.5				4.0
Operating lease rentals
— hire of plant, machinery and vehicles			40.5				45.4				37.3
— property rent			26.5				31.6				34.3

		£ million				%
Europe (mainly the UK)			945.1				36
Americas (mainly the US)			805.6				31
Africa			166.3				6
Asia/Pacific			722.9				27
			2,639.9				100

						Plant,
		Land and				Machinery
		Buildings				and Vehicles				Total
		£ million				£ million				£ million
Gross book value
At 1 October 2004			14.4				14.0				28.4
Capital expenditure			0.1				4.5				4.6
Disposals			—				(0.3	)			(0.3	)
At 30 September 2005			14.5				18.2				32.7
Depreciation
At 1 October 2004			4.7				12.4				17.1
Provided during the year			0.5				0.4				0.9
Disposals			—				(0.2	)			(0.2	)
At 30 September 2005			5.2				12.6				17.8
Net book value
At 1 October 2004			9.7				1.6				11.3
At 30 September 2005			9.3				5.6				14.9

			Group								Parent
			2005				2004				2005				2004
			£ million				£ million				£ million				£ million
Freehold property				274.9				368.5				9.3				9.7
Leasehold property — long-term				26.6				33.9				—				—
	— short-term			5.3				4.1				—				—
				306.8				406.5				9.3				9.7

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		Group
		2005				2004
		£ million				£ million
Against which orders had been placed			95.8				26.2
Authorised but not committed			74.8				101.2
			170.6				127.4

		2005				2004
		£ million				£ million
Against which orders had been placed			19.0				33.6
Authorised but not committed			19.5				24.8
			38.5				58.4

						Group								Group Share				Group Loans								Provisions
						Share of				Negative				of Net Assets				to Joint				Other				Against
		Goodwill of				Net Assets of				Goodwill of				of Joint				Ventures and				Investments				Other
		Associates				Associates				Joint Ventures				Ventures				Associates				at Cost				Investments				Total
		£ million				£ million				£ million				£ million				£ million				£ million				£ million				£ million
At 1 October 2004			5.9				46.5				(40.8	)			299.5				202.6				35.7				(1.2	)			548.2
Exchange adjustment			0.1				2.4				(0.8	)			12.3				4.1				0.4				0.1				18.6
Acquisitions/additions (1)			—				36.2				0.5				34.8				39.0				3.7				(0.3	)			113.9
(Charged)/credited to profit			(0.4	)			—				2.3				—				—				—				—				1.9
Disposals/ repayments/ transfers			—				(20.2	)			—				(0.6	)			(18.6	)			(24.4	)			0.6				(63.2	)
Increase in net assets			—				10.2				—				1.3				—				—				—				11.5
Japan Air Gases capital restructuring			—				—				—				(17.0	)			—				—				—				(17.0	)
At 30 September 2005			5.6				75.1				(38.8	)			330.3				227.1				15.4				(0.8	)			613.9

(1)	The increase in the Group share of net assets of associates relates principally to the Afrox hospitals business becoming an associate during the year. The increase in the Group share of net assets of joint ventures and loans to joint ventures relates principally to Compania de Nitrogeno de Cantarell in Mexico.

76

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		Share of				Negative
		Net Assets				Goodwill				Total
		£ million				£ million				£ million
Share of fixed assets			860.5				—				860.5
Negative goodwill			—				(38.8	)			(38.8	)
Share of current assets			280.5				—				280.5
			1,141.0				(38.8	)			1,102.2
Share of liabilities due within one year			(232.2	)			—				(232.2	)
Share of liabilities due after more than one year			(578.5	)			—				(578.5	)
			(810.7	)			—				(810.7	)
Share of net assets			330.3				(38.8	)			291.5

		Gross				Net
		Borrowings				Borrowings
Compania de Nitrogeno de Cantarell(1)			96.7				68.2
Japan Air Gases			73.0				71.5
Elgas			38.8				37.4
Other joint ventures			81.4				63.5
Total			289.9				240.6

(1)	Excluding loans from joint venture partners.

			2005				2004
			£ million				£ million
Listed on stock exchanges in the UK and overseas				28.6				34.7
Unlisted — equity				356.8				300.6
	— other			228.5				212.9
Total book value				613.9				548.2
All investments are stated at cost less provisions.
Market value of listed investments				80.2				85.8

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		2005				2004				2003
		£ million				£ million				£ million
Listed securities			3.0				9.9				4.7
Unlisted securities			48.2				69.4				32.0
			51.2				79.3				36.7
Less: Dividends receivable from joint ventures			47.8				69.0				31.7
Dividends receivable from associates			3.3				10.1				3.3
Income from other fixed asset investments			0.1				0.2				1.7

						Amounts
		Investments				due from
		in Subsidiary				Subsidiary				Other
		Undertakings				Undertakings				Investments				Provisions				Total
		£ million				£ million				£ million				£ million				£ million
At 1 October 2004			2,137.7				857.9				7.8				(20.8	)			2,982.6
Additions			19.3				—				—				—				19.3
Charged to profit			—				—				—				(1.0	)			(1.0	)
Advances/repayments (net)			—				172.3				(7.4	)			—				164.9
At 30 September 2005			2,157.0				1,030.2				0.4				(21.8	)			3,165.8

		Group
		2005				2004
		£ million				£ million
Raw materials			87.8				89.5
Work in progress			75.4				68.0
Gases and other finished goods			174.0				162.3
Payments on account			(30.9	)			(35.4	)
			306.3				284.4

		Group								Parent
		2005				2004				2005				2004
		£ million				£ million				£ million				£ million
Trade debtors			541.6				561.5				—				—
Amounts due from subsidiaries			—				—				136.7				286.5
Amounts due from joint ventures and associates			5.7				7.6				5.7				5.7
Other debtors			125.4				106.4				10.6				28.2
Prepayments and accrued income			37.7				30.1				—				—
			710.4				705.6				153.0				320.4

78

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		Group
		2005				2004
		£ million				£ million
Deferred tax			6.3				5.8
Other debtors			10.7				10.5
			17.0				16.3

		Group
		2005				2004
		£ million				£ million
Listed investments			16.4				20.8
Total current asset investments			16.4				20.8
Market value of listed investments			16.4				20.8

		Group								Parent
		2005				2004				2005				2004
		£ million				£ million				£ million				£ million
Deposits			13.2				26.5				—				—
Cash at bank and in hand			177.8				201.7				44.3				80.8
			191.0				228.2				44.3				80.8

18.	Creditors: amounts falling due within one year

		Group								Parent
		2005				2004				2005				2004
		£ million				£ million				£ million				£ million
Bank loans and overdrafts			110.2				80.1				107.2				83.2
Loans other than from banks			146.5				179.4				—				168.9
Finance leases			2.5				2.6				—				—
			259.2				262.1				107.2				252.1

(1)	Details of borrowings and finance leases are given in note 20.

Deposits and advance payments by customers			63.6				55.0				—				—
Trade creditors			313.8				329.2				—				—
Amounts due to subsidiary undertakings			—				—				951.3				949.7
Payroll and other taxes, including social security			32.1				32.4				—				—
Taxation			154.5				139.2				—				—
Other creditors			180.4				159.9				1.6				0.9
Accruals and deferred income			153.9				156.9				52.5				53.5
			898.3				872.6				1,005.4				1,004.1

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19.	Creditors: amounts falling due after more than one year

		Group								Parent
		2005				2004				2005				2004
		£ million				£ million				£ million				£ million
Bank loans			35.8				88.5				0.2				(2.7	)
Loans other than from banks			729.1				834.5				676.8				677.2
Finance leases			6.6				5.5				—				—
			771.5				928.5				677.0				674.5

(1)	Details of borrowings and finance leases are given in note 20.

Deposits and advance payments by customers			10.7				22.2				—				—
Other creditors			18.0				6.7				—				—
Accruals and deferred income			2.1				5.8				0.2				3.2
			30.8				34.7				0.2				3.2

		Group								Parent
		2005				2004				2005				2004
		£ million				£ million				£ million				£ million
Secured
Finance leases			9.1				8.1				—				—
Other secured borrowings			13.4				55.2				—				—
Unsecured
121/4% Unsecured Loan Stock 2012/2017			100.0				100.0				100.0				100.0
7.45% Guaranteed Notes 2006			141.2				138.1				—				—
Pollution Control and Industrial Bonds			10.8				16.7				—				—
European Investment Bank loans			17.4				15.7				—				—
1.00% Euroyen Bond 2006			124.7				125.4				124.7				125.4
57/8% Bonds 2009			200.0				200.0				200.0				200.0
6.50% Bonds 2016			200.0				200.0				200.0				200.0
Medium-term notes			54.8				224.1				54.8				224.1
Commercial paper			—				5.5				—				—
Other borrowings			159.3				101.8				104.7				77.1
Total borrowings and finance leases			1,030.7				1,190.6				784.2				926.6
Less: Cash at bank and in hand			191.0				228.2				44.3				80.8
Net borrowings and finance leases			839.7				962.4				739.9				845.8

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		Group								Parent
		2005				2004				2005				2004
		£ million				£ million				£ million				£ million
Long and medium-term bank loans
Repayable — beyond five years			—				17.0				—				—
— two to five years			7.5				26.1				(1.5	)			0.2
— one to two years			28.3				45.4				1.7				(2.9	)
Loans other than from banks
Repayable — beyond five years			302.8				303.5				298.5				298.3
— two to five years			279.2				383.6				253.6				378.9
— one to two years			147.1				147.4				124.7				—
Finance leases — repayable beyond one year			6.6				5.5				—				—
Borrowings and finance leases (note 19 a))			771.5				928.5				677.0				674.5
Short-term — repayable within one year
Bank loans and overdrafts			110.2				80.1				107.2				83.2
Loans other than from banks			146.5				179.4				—				168.9
Finance leases			2.5				2.6				—				—
Total borrowings and finance leases			1,030.7				1,190.6				784.2				926.6
Less: Cash at bank and in hand			191.0				228.2				44.3				80.8
Net borrowings and finance leases			839.7				962.4				739.9				845.8

			2005												2004
			Finance				Other								Finance				Other
			Leases				Borrowings				Total				Leases				Borrowings				Total
			£ million				£ million				£ million				£ million				£ million				£ million
Repayment profile of borrowings and finance leases
Long-term repayable
	— beyond five years			1.1				302.8				303.9				—				320.5				320.5
	— four to five years			0.8				0.1				0.9				0.1				201.4				201.5
	— three to four years			1.0				200.3				201.3				0.8				58.6				59.4
	— two to three years			1.5				86.3				87.8				2.6				149.7				152.3
	— one to two years			2.2				175.4				177.6				2.0				192.8				194.8
Total				6.6				764.9				771.5				5.5				923.0				928.5

		2005				2004
		$ million				$ million
Four to five years			—				—
Three to four years			—				450.0
Two to three years			450.0				—
One to two years			—				—
Within one year			—				—
			450.0				450.0

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		2005				2004
Maturity profile		£ million				£ million
Beyond five years			—				—
Four to five years			—				200.0
Three to four years			200.0				85.3
Two to three years			86.4				—
One to two years			—				—
Within one year			—				—
			286.4				285.3
			%				%
Weighted average receivable swap rate			4.1				3.8
Weighted average payable swap rate			4.8				4.5

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		2005																				2004
										Cash
										at								Net								Net
										Bank								Borrowings								Borrowings
		Capital				Gross				and in				Currency				and Finance				Capital				and Finance
		Employed				Borrowings				Hand				Swaps				Leases				Employed				Leases
		£ million				£ million				£ million				£ million				£ million				£ million				£ million
Sterling			552.7				(505.5	)			38.4				313.9				(153.2	)			593.6				(104.6	)
US dollar			1,034.8				(154.9	)			30.4				(123.0	)			(247.5	)			918.9				(352.4	)
Australian dollar			317.7				(6.7	)			15.2				(99.1	)			(90.6	)			298.7				(76.0	)
South African rand			182.1				(46.6	)			14.7				—				(31.9	)			314.0				(99.6	)
Japanese yen			168.1				(179.0	)			12.1				23.5				(143.4	)			186.7				(154.1	)
Canadian dollar			121.2				(5.8	)			1.3				(39.0	)			(43.5	)			104.2				(40.0	)
Thai baht			105.4				(35.8	)			1.8				—				(34.0	)			121.0				(52.0	)
Other			802.4				(96.4	)			77.1				(76.3	)			(95.6	)			683.3				(83.7	)
Total			3,284.4				(1,030.7	)			191.0				—				(839.7	)			3,220.4				(962.4	)

		2005												2004
		Fixed Rate				Floating Rate				Total				Fixed Rate				Floating Rate				Total
		£ million				£ million				£ million				£ million				£ million				£ million
Sterling			297.9				(144.7	)			153.2				296.8				(192.2	)			104.6
US dollar			222.8				24.7				247.5				279.1				73.3				352.4
Australian dollar			0.2				90.4				90.6				0.1				75.9				76.0
South African rand			46.6				(14.7	)			31.9				38.0				61.6				99.6
Japanese yen			125.6				17.8				143.4				151.7				2.4				154.1
Canadian dollar			25.6				17.9				43.5				22.8				17.2				40.0
Thai baht			35.8				(1.8	)			34.0				54.9				(2.9	)			52.0
Other			48.6				47.0				95.6				44.4				39.3				83.7
Total			803.1				36.6				839.7				887.8				74.6				962.4

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						2005								2004
						Carrying								Carrying
						Amount				Fair Value				Amount				Fair Value
		Notes				£ million				£ million				£ million				£ million
Primary financial instruments
Loans to joint ventures and associates			1				227.1				209.3				202.6				202.6
Other fixed asset investments			2				14.6				14.6				34.5				41.8
Current asset investments			3				16.4				16.4				20.8				20.8
Cash at bank and in hand			4				191.0				191.0				228.2				228.2
Borrowings and finance leases (excluding swap agreements)			5				(1,024.4	)			(1,098.9	)			(1,218.5	)			(1,286.9	)
Other creditors: amounts falling due after more than one year			6				(17.0	)			(17.0	)			(26.8	)			(26.8	)
Provisions for liabilities and charges			6				(7.7	)			(7.7	)			(10.5	)			(10.5	)
Derivative financial instruments
Foreign currency and interest rate swap agreements			7				(6.3	)			(11.2	)			27.9				18.4
Forward foreign exchange and other contracts			8				—				7.1				—				7.5
Net financial instruments							(606.3	)			(696.4	)			(741.8	)			(804.9	)
Financial assets							449.1								486.1
Financial liabilities			9				(1,055.4	)							(1,227.9	)
Net financial instruments							(606.3	)							(741.8	)

(1)	For those bearing either no interest or a floating rate of interest it is deemed that the carrying amount approximates to the fair value. For those bearing a fixed rate of interest an assessment of the interest rate at which the Group could make the same loan under current market conditions has been made. Unless this differs significantly from the fixed rate it is also deemed that the carrying amount approximates to the fair value. Where this does differ significantly, the fair value is based on the discounted value of future cash flows.
(2)	For equity instruments listed on a recognised stock exchange the fair value is the quoted market price. For other equity instruments it is deemed that the carrying amount approximates to the fair value.
(3)	The fair value is the quoted market price. Where no quoted market price exists, it is deemed that the carrying amount approximates to the fair value.
(4)	As all bear either no interest or a floating rate of interest it is deemed that the carrying amount approximates to the fair value.
(5)	For those bearing a floating rate of interest it is deemed that the carrying amount approximates to the fair value. For those bearing a fixed rate of interest the fair value is either the quoted market price where a liquid market exists or has been calculated using well established pricing models.
(6)	The carrying amount is deemed to approximate to the fair value.
(7)	The fair value is based on market valuations at the balance sheet date.
(8)	This category of derivative financial instruments includes: the fair value of forward foreign exchange contracts of £0.2 million (2004: £7.5 million) and the fair value of natural gas futures contracts of £6.9 million (2004: £nil).The fair values are based on market prices and forward exchange rates at the balance sheet date.
(9)	Includes foreign currency and interest rate swap agreements.

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		Swap Agreements
		Gains				Losses				Net
		£ million				£ million				£ million
Deferred gains and losses
Deferred gains and losses on hedges at 1 October 2004			34.9				(7.0	)			27.9
Gains and losses on hedges maturing in 2005			(31.7	)			6.9				(24.8	)
Deferred gains and losses on hedges recognised in the statement of total recognised gains and losses in 2005			(0.8	)			(8.6	)			(9.4	)
Deferred gains and losses on hedges at 30 September 2005			2.4				(8.7	)			(6.3	)

		Forward Foreign
		Exchange and
		Other Contracts								Swap Agreements
		Gains				Losses				Gains				Losses				Net Total
		£ million				£ million				£ million				£ million				£ million
Unrecognised gains and losses
Unrecognised gains and losses on hedges at 1 October 2004			8.4				(0.9	)			1.2				(10.7	)			(2.0	)
Gains and losses arising in previous years that were recognised in 2005			(7.9	)			0.7				(0.6	)			0.5				(7.3	)
Gains and losses arising before 2004 that were not recognised in 2005			0.5				(0.2	)			0.6				(10.2	)			(9.3	)
Gains and losses arising in 2005 that were not recognised in 2005			9.2				(2.4	)			1.6				3.1				11.5
Unrecognised gains and losses on hedges at 30 September 2005			9.7				(2.6	)			2.2				(7.1	)			2.2
Of which
Gains and losses expected to be recognised in 2006			8.1				(2.1	)			0.1				(2.3	)			3.8
Gains and losses expected to be recognised in 2007 or later			1.6				(0.5	)			2.1				(4.8	)			(1.6	)

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d)	Financial instruments

i)	Financial assets

		2005																2004
										Financial																Financial
										Assets on																Assets on
		Floating Rate				Fixed Rate				which no				Total				Floating Rate				Fixed Rate				which no				Total
		Financial				Financial				Interest is				Financial				Financial				Financial				Interest is				Financial
		Assets				Assets				Received				Assets				Assets				Assets				Received				Assets
		£ million				£ million				£ million				£ million				£ million				£ million				£ million				£ million
Sterling			39.2				—				2.2				41.4				81.0				—				2.3				83.3
US dollar			46.3				219.7				14.3				280.3				34.0				184.1				32.6				250.7
Australian dollar			15.2				—				—				15.2				16.1				—				—				16.1
South African rand			15.8				—				0.7				16.5				44.2				—				3.8				48.0
Japanese yen			12.1				—				—				12.1				2.6				—				—				2.6
Canadian dollar			1.3				—				0.3				1.6				1.7				—				—				1.7
Thai baht			4.0				—				—				4.0				5.1				—				0.7				5.8
Other			77.2				—				0.8				78.0				69.1				8.7				0.1				77.9
Total			211.1				219.7				18.3				449.1				253.8				192.8				39.5				486.1

2005

2004

Fixed Rate Financial Assets

Fixed Rate Financial Assets

Weighted

Weighted

Average

Average

Weighted

Period for

Weighted

Period for

Average

which Rate

Average

which Rate

Interest Rate

is Fixed

Interest Rate

is Fixed

%

Years

%

Years

US dollar

6.8

2.5

8.2

3.5

Other

—

—

5.2

0.3

86

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		2005																2004
										Financial																Financial
						Fixed				Liabilities on																Liabilities on
		Floating Rate				Rate				which No				Total				Floating Rate				Fixed Rate				which No				Total
		Financial				Financial				Interest				Financial				Financial				Financial				Interest				Financial
		Liabilities				Liabilities				is Paid				Liabilities				Liabilities				Liabilities				is Paid				Liabilities
		£ million				£ million				£ million				£ million				£ million				£ million				£ million				£ million
Sterling			(106.3	)			297.9				2.1				193.7				(120.7	)			296.8				2.5				178.6
US dollar			62.8				222.8				4.7				290.3				99.3				279.1				4.8				383.2
Australian dollar			105.6				0.2				—				105.8				92.0				0.1				—				92.1
South African rand			—				46.6				—				46.6				101.8				38.0				—				139.8
Japanese yen			29.9				125.6				0.3				155.8				5.0				151.7				0.7				157.4
Canadian dollar			19.2				25.6				—				44.8				18.9				22.8				—				41.7
Thai baht			—				35.8				0.3				36.1				—				54.9				10.9				65.8
Other			124.1				48.6				9.6				182.3				108.3				53.1				7.9				169.3
Total			235.3				803.1				17.0				1,055.4				304.6				896.5				26.8				1,227.9

		2005
		Fixed Rate Financial								2004
		Liabilities								Fixed Rate Financial Liabilities
						Weighted								Weighted
		Weighted				Average								Average
		Average				Period for				Weighted				Period for
		Interest				which Rate				Average				which Rate is
		Rate				is Fixed				Interest Rate				Fixed
		%				Years				%				Years
Sterling			9.2				11.0				9.2				11.9
US dollar			6.8				1.3				5.8				2.0
Australian dollar			3.1				0.9				5.7				1.8
South African rand			8.3				1.9				12.8				3.3
Japanese yen			1.0				1.1				0.9				1.9
Canadian dollar			4.9				3.0				4.7				4.0
Thai baht			4.3				0.9				3.7				1.4
Other			5.5				1.5				6.0				2.6

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		Deferred
		Tax				Other Provisions
						Incentive
						and Other																De-
						Employee				Uninsured												commissioning
						Provisions				Losses				Environmental				Warranty				Obligations				Other				Total
		£ million				£ million				£ million				£ million				£ million				£ million				£ million				£ million
At 1 October 2004			253.0				21.2				20.7				22.4				15.1				—				12.8				92.2
Exchange adjustment			6.6				0.2				0.7				0.7				0.4				—				—				2.0
Provided in the year			—				3.6				8.4				4.2				9.6				—				1.1				26.9
Released in the year			(4.7	)			—				—				—				—				—				(2.4	)			(2.4	)
Utilised in the year			—				(6.4	)			(0.6	)			(1.6	)			(7.6	)			—				(6.3	)			(22.5	)
Other movements(1)			(13.0	)			0.1				—				—				(0.2	)			20.2				2.6				22.7
At 30 September 2005			241.9				18.7				29.2				25.7				17.3				20.2				7.8				118.9

(1)	The other movements in deferred tax relate mainly to transfers to current tax.

		Number of
		Shares
		2005				2004				2005				2004
i) Analysis at 30 September		million				million				£ million				£ million
Equity capital:
Issued capital — Ordinary shares of 25p each, called up and fully paid			502.5				498.8				125.6				124.7
Unissued capital — unclassified shares of 25p each			87.5				91.2				21.9				22.8
Authorised											147.5				147.5

		Number
ii) Share issues		million
Issues of Ordinary shares of 25p each during the year were:
Under the savings related share option scheme			0.7
Under the senior executives share option scheme			3.0

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		Share																Joint
		Premium				Revaluation				Profit and				Pensions’				Ventures’				Associates’				Own
		Account				Reserves				Loss Account				Reserves				Reserves				Reserves				Shares				Total
		£ million				£ million				£ million				£ million				£ million				£ million				£ million				£ million
At 1 October 2004			374.9				30.1				1,181.5				(253.6	)			238.0				26.0				(46.3	)			1,550.6
Total recognised gains and losses for the year			—				(3.8	)			419.9				—				14.7				6.3				—				437.1
Transfers in relation to pensions			—				—				(33.1	)			31.9				1.2				—				—				—
Reversal of goodwill on disposal of a business			—				—				1.0				—				—				—				—				1.0
Consideration paid for the purchase of own shares held in an ESOP trust			—				—				—				—				—				—				(8.2	)			(8.2	)
Consideration received for the sale of own shares held in an ESOP trust			—				—				—				—				—				—				4.0				4.0
Credit in respect of employee share schemes			—				—				4.3				—				—				—				—				4.3
Dividends			—				—				(204.1	)			—				—				—				—				(204.1	)
Premium on share issues (net)			31.7				—				—				—				—				—				—				31.7
At 30 September 2005			406.6				26.3				1,369.5				(221.7	)			253.9				32.3				(50.5	)			1,816.4

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										Profit
		Share								and
		Premium				Other				Loss				Own
		Account				Reserves				Account				Shares				Total
		£ million				£ million				£ million				£ million				£ million
At 1 October 2004			374.9				336.4				671.0				(45.8	)			1,336.5
Profit for the financial year			—				—				298.4				—				298.4
Dividends			—				—				(204.1	)			—				(204.1	)
Premium on share issues (net)			31.7				—				—				—				31.7
Credit in respect of employee share schemes			—				—				4.3				—				4.3
Net increase in investment in own shares			—				—				—				(4.2	)			(4.2	)
At 30 September 2005			406.6				336.4				769.6				(50.0	)			1,462.6

		2005								2004
						Other								Other
		Property				Operating				Property				Operating
		Leases				Leases				Leases				Leases
		£ million				£ million				£ million				£ million
On leases expiring:
Within one year			3.1				3.2				2.1				2.1
Between one and two years			2.1				7.8				2.2				5.6
Between two and five years			4.2				9.9				5.4				11.0
Over five years			6.5				3.8				14.9				3.2
			15.9				24.7				24.6				21.9

		Operating
		Leases
		£ million
Rentals are due under operating leases from
1 October 2005 to completion as follows:
Year to 30 September 2006			40.6
Year to 30 September 2007			28.7
Year to 30 September 2008			20.4
Year to 30 September 2009			15.1
Year to 30 September 2010			10.8
Thereafter			59.9
			175.5

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Year ending 30 September		£ million
2006			71.4
2007			68.1
2008			68.9
2009			62.3
2010			54.6
Thereafter			371.2
			696.5

		Group								Parent
		2005				2004				2005				2004
		£ million				£ million				£ million				£ million
Guarantees of joint ventures’ borrowings			10.6				8.9				10.6				8.9
Guarantees of subsidiaries’ borrowings			—				—				245.6				289.5
Other guarantees(1)			38.7				32.9				50.3				18.0
			49.3				41.8				306.5				316.4

(1)	Other guarantees are mainly performance guarantees issued in the ordinary course of business.

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						2005				2004				2003
		Notes				£ million				£ million				£ million
Total operating profit before exceptional items							564.2				576.9				505.6
Depreciation and amortisation							301.9				324.0				333.4
Net retirement benefits charge less contributions							(14.4	)			(15.9	)			5.6
Operating profit before exceptional items of joint ventures							(107.1	)			(99.4	)			(86.8	)
Operating profit before exceptional items of associates							(20.5	)			(13.1	)			(11.4	)
Change in stocks							(21.0	)			(25.0	)			(16.6	)
Change in debtors							(58.9	)			(35.1	)			2.5
Change in creditors							35.8				44.0				10.8
Exceptional cash flows							(16.9	)			(11.9	)			(28.3	)
Other							2.4				14.0				(14.7	)
Net cash inflow from operating activities							665.5				758.5				700.1
b)  Reconciliation of net cash flow to movement in net debt
Decrease/(increase) in cash							50.2				(150.1	)			102.5
Decrease in debt			27	(d)			(165.7	)			(180.7	)			(128.7	)
Decrease/(increase) in liquid resources							14.3				(20.8	)			16.2
Change in net debt resulting from cash flows							(101.2	)			(351.6	)			(10.0	)
Net borrowings assumed at acquisition							6.2				4.7				0.8
Net (borrowings)/liquid resources eliminated on disposal							(40.9	)			—				31.0
Inception of finance leases							7.1				0.2				—
Exchange adjustment							6.1				(59.0	)			20.7
Movement in net debt in the year							(122.7	)			(405.7	)			42.5
Net debt at 1 October							962.4				1,368.1				1,325.6
Net debt at 30 September							839.7				962.4				1,368.1

										Acquisitions/
										Disposals
		At								(excluding				Other								At
		1 October								cash and				Non-cash				Exchange				30 September
		2004				Cash Flow				overdrafts)				Changes				Adjustment				2005
		£ million				£ million				£ million				£ million				£ million				£ million
Cash at bank and in hand due within one year			228.2				(36.9	)			—				—				(0.3	)			191.0
Borrowings and finance leases due within one year			(262.1	)			205.8				11.4				(193.9	)			(20.4	)			(259.2	)
Borrowings and finance leases due beyond one year			(928.5	)			(67.7	)			23.3				186.8				14.6				(771.5	)
Net borrowings and finance leases			(962.4	)			101.2				34.7				(7.1	)			(6.1	)			(839.7	)

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		2005				2004				2003
		£ million				£ million				£ million
6.75% Bonds 2004			—				(125.0	)			—
61/4% Notes 2002			—				—				(38.2	)
Medium-term notes			(168.6	)			74.8				93.7
European Investment Bank loans			—				—				(72.4	)
Repayment of commercial paper			(5.5	)			(42.6	)			(90.7	)
Other (net)			8.4				(87.9	)			(21.1	)
Decrease in debt			(165.7	)			(180.7	)			(128.7	)

		2005								2004								2003
		Acquisitions				Disposals				Acquisitions				Disposals				Acquisitions				Disposals
		£ million				£ million				£ million				£ million				£ million				£ million
Cash flow arising on the acquisition and disposal of businesses
Goodwill			—				24.7				—				4.6				—				—
Intangible fixed assets			(1.3	)			0.1				—				—				(2.4	)			—
Tangible fixed assets			(17.2	)			167.7				(3.7	)			102.3				(61.5	)			0.8
Joint ventures, associates and other investments			(30.3	)			14.7				(80.6	)			10.2				(4.8	)			1.1
Stocks			(1.5	)			12.9				(0.5	)			16.2				(2.7	)			0.1
Debtors			(11.4	)			84.2				(5.3	)			25.2				(15.3	)			0.1
Cash at bank and in hand			(2.3	)			23.3				(2.8	)			—				—				0.2
Creditors including taxation			11.7				(72.6	)			2.5				3.8				7.8				(0.1	)
Borrowings			6.2				(40.9	)			4.7				—				0.8				—
Minorities			(0.7	)			(75.2	)			(0.8	)			0.2				(2.2	)			0.3
Net assets (acquired)/disposed of			(46.8	)			138.9				(86.5	)			162.5				(80.3	)			2.5
Goodwill on acquisitions of subsidiaries			(16.8	)			—				(2.9	)			—				(46.7	)			—
Goodwill on acquisitions of joint ventures and associates			—				—				41.5				—				(8.0	)			—
Goodwill in reserves written off on disposals			—				1.0				—				15.3				—				—
Surplus/(deficit) over book value on disposals			—				84.2				—				(79.5	)			—				(0.7	)
(Acquisition)/disposal price			(63.6	)			224.1				(47.9	)			98.3				(135.0	)			1.8
Deferred payments and receipts(1)			6.5				—				(3.0	)			—				(0.5	)			2.1
			(57.1	)			224.1				(50.9	)			98.3				(135.5	)			3.9

(1)	Deferred payments and receipts include amounts for current years and payments and/or receipts in respect of prior years.

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										Total Book
										Value of
		CNC				Other				Businesses
		Book Value				Book Value				Acquired
		£ million				£ million				£ million
Tangible fixed assets			—				(3.7	)			(3.7	)
Joint ventures, associates and other investments			(74.1	)			(6.5	)			(80.6	)
Stocks			—				(0.5	)			(0.5	)
Debtors			—				(5.3	)			(5.3	)
Cash at bank and in hand			—				(2.8	)			(2.8	)
Creditors including taxation			—				2.5				2.5
Borrowings			—				4.7				4.7
Minorities			—				(0.8	)			(0.8	)
Net (assets) acquired			(74.1	)			(12.4	)			(86.5	)
Payment			32.6				18.3				50.9
Deferred payment			—				(3.0	)			(3.0	)
Consideration			32.6				15.3				47.9
Goodwill on acquisitions of subsidiaries			—				(2.9	)			(2.9	)
Goodwill on acquisitions of joint ventures and associates			41.5				—				41.5
			74.1				12.4				86.5

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										Air Products
										Canada								Total Book								Total Fair
		EMC				Praxair				Packaged								Value of								Value of
		Water Services				Polska				Gases Business				Other				Businesses				Total				Businesses
		Book Value				Book Value				Book Value				Book Value				Acquired				Adjustments				Acquired
		£ million				£ million				£ million				£ million				£ million				£ million				£ million
Intangible assets			—				—				—				(2.4	)			(2.4	)			—				(2.4	)
Tangible fixed assets			(0.6	)			(17.1	)			(13.3	)			(24.6	)			(55.6	)			(5.9	)			(61.5	)
Joint ventures, associates and other investments			—				—				—				(4.8	)			(4.8	)			—				(4.8	)
Stocks			—				(0.6	)			(1.9	)			(0.2	)			(2.7	)			—				(2.7	)
Debtors			(3.9	)			(3.4	)			(6.0	)			(2.0	)			(15.3	)			—				(15.3	)
Creditors including taxation			3.8				2.0				0.6				1.4				7.8				—				7.8
Borrowings			0.1				—				—				0.7				0.8				—				0.8
Minorities			—				—				—				(2.2	)			(2.2	)			—				(2.2	)
Net (assets) acquired			(0.6	)			(19.1	)			(20.6	)			(34.1	)			(74.4	)			(5.9	)			(80.3	)
Payment			31.1				29.2				25.6				49.6				135.5				—				135.5
Deferred payment			1.0				—				0.9				(2.4	)			(0.5	)			—				(0.5	)
Consideration			32.1				29.2				26.5				47.2				135.0				—				135.0
Goodwill on acquisitions of subsidiaries			(31.5	)			(10.1	)			—				(5.1	)			(46.7	)			—				(46.7	)
Goodwill on acquisitions of joint ventures and associates			—				—				—				(8.0	)			(8.0	)			—				(8.0	)
			0.6				19.1				26.5				34.1				80.3				—				80.3

		Total
		Book Value
		of Business
		Disposed
Value of Assets Disposed		£ million
Tangible fixed assets			169.3
Joint ventures, associates and other investments			3.0
Stocks			10.3
Debtors			69.2
Net liquid resources			30.9
Creditors including taxation			(86.5	)
Minorities			(3.1	)
			193.1
Adjustment to reflect retention of 45 per cent share			(86.9	)
Net assets disposed			106.2

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		Air Liquide								Air Liquide
		Japan								Japan								Total Fair
		Assets								Assets				OSK Assets				Value of
		Contributed				Valuation				Contributed				Contributed				Combined
		Book Value				Adjustments				at Fair Value				at Fair Value				Business
Value of Assets Acquired		£ million				£ million				£ million				£ million				£ million
Tangible fixed assets			185.0				40.8				225.8				169.3				395.1
Joint ventures, associates and other investments			10.7				—				10.7				3.0				13.7
Stocks			19.4				—				19.4				10.3				29.7
Debtors			141.6				—				141.6				69.2				210.8
Net (borrowings)/liquid resources			(37.9	)			—				(37.9	)			30.9				(7.0	)
Creditors including taxation			(129.0	)			0.2				(128.8	)			(86.5	)			(215.3	)
Minorities			(9.2	)			—				(9.2	)			(3.1	)			(12.3	)
			180.6				41.0				221.6				193.1				414.7
BOC Group share of assets (45 per cent)																			186.6
Value of OSK retained by the Group (45 per cent)																			(86.9	)
Fair value of assets acquired																			99.7

		Total
		Adjustments
		£ million
Valuations
Tangible fixed assets			40.8
Provisions			9.3
Alignment of accounting policies
Pension liabilities			(9.1	)
			41.0
Unrealised gain on disposal			£ million
Consideration, fair value of assets acquired			99.7
Net assets disposed			(106.2	)
			(6.5	)
Negative goodwill credited on disposal of a subsidiary			14.7
Unrealised profit on disposal of a subsidiary			8.2

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a)	Summary of differences between UK and US generally accepted accounting principles and other US accounting information

98

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		2005				2004				2003				2002				2001
		£ million				£ million				£ million				£ million				£ million
Revenue			3,916.9				3,885.4				3,718.3				3,657.7				3,772.9
Net operating income			652.9				547.4				512.3				515.1				497.4
Net income			326.7				297.7				264.3				255.4				234.2
Total assets			5,241.7				5,333.2				5,046.2				5,126.9				5,118.5
Net assets			2,122.2				1,920.1				1,872.5				2,061.0				2,138.9

		2005				2004				2003				2002				2001
		pence				pence				pence				pence				pence
Earnings per share — basic			66.0				60.4				53.7				52.1				48.1
Earnings per share — diluted			65.8				60.3				53.6				51.9				47.9

		2005				2004				2003				2002				2001
		million				million				million				million				million
Weighted average ordinary shares — basic			495.0				493.0				492.5				490.4				486.9
Weighted average ordinary shares — diluted			496.6				493.8				492.7				492.2				488.6

		2005				2004				2003
		£ million				£ million				£ million
Revenue			3,754.7				3,885.4				3,718.3
Operating expenses
Payroll costs			(951.9	)			(1,015.6	)			(1,037.8	)
Depreciation and amortisation			(301.9	)			(324.0	)			(333.4	)
Other operating expenses			(1,848.8	)			(2,060.9	)			(1,908.5	)
Total operating expenses			(3,102.6	)			(3,400.5	)			(3,279.7	)
Net operating income			652.1				484.9				438.6
Other income, net			18.2				15.8				9.4
Net interest expense			(76.7	)			(88.4	)			(96.1	)
Income taxes			(159.9	)			(101.7	)			(96.4	)
Minority interests			(66.7	)			(46.6	)			(36.4	)
Net income			367.0				264.0				219.1
Earnings per share — basic			74.1p				53.5p				44.5p
Earnings per share — diluted			73.9p				53.5p				44.5p

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						2005				2004				2003
Years Ended 30 September		Notes				£ million				£ million				£ million
Net profit as reported in the Group profit and loss account under UK GAAP							367.0				264.0				219.1
Pensions							(0.8	)			7.5				62.5
Post retirement medical costs							0.1				(2.4	)			—
Revaluations realised on asset disposals							7.2				—				1.1
Depreciation of revalued fixed assets							0.5				0.2				0.1
Non-amortisation of goodwill under SFAS 142							12.6				14.0				13.9
Goodwill adjustment relating to disposals							(3.4	)			—				—
Consolidation of variable interest entity under FIN 46							0.5				—				—
Amortisation of other intangibles							(0.6	)			(0.5	)			(0.5	)
Unrealised profit on disposal of subsidiary							—				—				8.2
Other adjustments on profit on disposal of subsidiary			1				—				—				(20.7	)
Share of results of joint ventures and associates							(3.5	)			0.3				0.6
Termination of interest rate swaps							1.5				1.6				1.7
Financial and other derivative instruments							(1.1	)			(15.7	)			(2.8	)
Adjustment on disposal of the US packaged gas business			2				(9.6	)			39.9				—
ESOPs and other share options							(1.5	)			3.5				1.7
Sale and leaseback							0.1				0.1				0.1
Restructuring provisions							1.0				—				—
Goodwill impairments							(16.3	)			—				—
Taxation adjustments			3				(27.0	)			(14.8	)			(20.7	)
Net income under US GAAP							326.7				297.7				264.3

(1)	The adjustment on profit of disposal of subsidiary of £(20.7) million in 2003 relates to differences relating to the combination of the Group’s Japanese gases business with part of Air Liquide Japan. It comprises £(11.7) million relating to the difference in the net book value of tangible assets and £(9.0) million relating to the difference in the net book value of intangible assets recognised in the Group’s Japanese business.
(2)	The adjustment on disposal of the US packaged gas business of £39.9 million in 2004 comprised £13.4 million relating to asset impairments, £19.9 million relating to goodwill and £6.6 million relating to restructuring provisions. In 2005, the adjustment relates to timing differences on restructuring provisions and expenses between UK GAAP and US GAAP.
(3)	During 2005 the deferred tax provision in respect of undistributed earnings of subsidiaries and joint ventures was reviewed. In connection with this, the amount of taxation adjustments includes a charge of £28.5 million (2004: £nil, 2003: £nil).
(4)	All net income arose from continuing operations.

						2005				2004				2003
Average Number of 25p Ordinary Shares						million				million				million
Basic							495.0				493.0				492.5
Diluted							496.6				493.8				492.7

						2005				2004				2003
						pence				pence				pence
Earnings per share
Basic							66.0				60.4				53.7
Diluted							65.8				60.3				53.6

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		2005				2004
At 30 September		£ million				£ million
Shareholders’ funds reported in the Group balance sheet under UK GAAP			1,942.0				1,675.3
UK minority interests			111.1				202.8
			2,053.1				1,878.1
Pensions			107.8				154.7
Post retirement medical costs			(16.8	)			(12.2	)
Revaluations of fixed assets			(30.3	)			(36.8	)
Goodwill previously charged to reserves			64.1				62.7
Non-amortisation of goodwill under SFAS 142			40.1				31.4
Amortisation of other intangibles			(1.1	)			(1.0	)
Interest rate swaps			(1.2	)			(2.7	)
Share of net assets of joint ventures and associates			14.1				17.6
Securities investments			—				7.3
Consolidation of variable interest entity under FIN 46			(12.8	)			(29.7	)
Goodwill on disposal of subsidiary			5.5				4.4
Fixed asset impairments			8.1				13.3
Restructuring provisions			4.0				6.5
Financial and other derivative instruments			(3.1	)			(2.0	)
Provision for executive share schemes			0.5				0.9
Sale and leaseback			(1.8	)			(1.9	)
Goodwill impairments			(16.3	)			—
Deferred tax			6.2				10.2
Minority interests			(97.9	)			(180.7	)
Shareholders’ funds under US GAAP			2,122.2				1,920.1
f)  Movements in shareholders’ funds on a US GAAP basis
Shareholders’ funds at 1 October			1,920.1				1,872.5
Net income for the year			326.7				297.7
Dividends			(204.1	)			(197.3	)
Shares issued			32.6				8.7
Movement in treasury stock			(4.2	)			2.5
Pensions			(54.5	)			53.3
Exchange adjustment			99.3				(98.1	)
Other movements			6.3				(19.2	)
Shareholders’ funds at 30 September			2,122.2				1,920.1

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		2005				2004				2003
		£ million				£ million				£ million
Net cash provided by operating activities			577.7				673.5				562.4
Net cash used by investing activities			(235.2	)			(45.2	)			(389.2	)
Net cash used by financing activities			(405.7	)			(413.0	)			(292.7	)
Net (decrease)/increase in cash and cash equivalents			(63.2	)			215.3				(119.5	)
Cash and cash equivalents at 1 October			289.7				76.4				181.9
Exchange and other movements			(1.4	)			(2.0	)			14.0
Cash and cash equivalents at 30 September			225.1				289.7				76.4

		2005				2004				2003
		£ million				£ million				£ million
Reported net income			326.7				297.7				264.3
Add stock compensation expense recognised in accordance with APB 25 (net of related tax)			4.4				—				—
Deduct stock compensation expense determined in accordance with SFAS 123 (net of related tax)			(9.7	)			(5.7	)			(7.1	)
Pro forma net income			321.4				292.0				257.2

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		2005				2004				2003
		pence				pence				pence
Earnings per share:
Basic — as reported			66.0				60.4				53.7
Basic — pro forma			64.9				59.2				52.2
Diluted — as reported			65.8				60.3				53.6
Diluted — pro forma			64.7				59.1				52.2

						Industrial
		Process Gas				and Special				BOC				Afrox
		Solutions				Products				Edwards				Hospitals				Gist				Corporate				Total
		£ million				£ million				£ million				£ million				£ million				£ million				£ million
Balance at 1 October			55.8				79.1				109.0				15.0				0.7				2.5				262.1
Acquired during year			1.0				2.6				—				0.5				5.1				—				9.2
Disposals during year			(0.6	)			(15.7	)			—				(14.5	)			—				—				(30.8	)
Impairments in year			—				—				(31.1	)			—				—				—				(31.1	)
Exchange adjustment			3.6				5.2				(0.2	)			(1.0	)			0.3				—				7.9
Balance at 30 September			59.8				71.2				77.7				—				6.1				2.5				217.3

		£ million
At 30 September 2005
Gross book value			138.7
Accumulated depreciation			(81.1	)
Net book value			57.6

		£ million
Revenue recognised in 2005			31.2
Contractually receivable amounts:(1)
Year to 30 September 2006			32.5
Year to 30 September 2007			33.7
Year to 30 September 2008			30.8
Year to 30 September 2009			28.5
Year to 30 September 2010			27.3
Thereafter			4.1
Minimum future rentals			156.9

(1)	Contractually receivable amounts include amounts in respect of maintenance, safety and other operational costs.

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		Principal				Group
		Activity				Holding %
Aruba
BOC Gases Aruba NV			○				100
Australia
BOC Ltd(3)			█○♦				100
Elgas Ltd(5)			○				50
Bangladesh
BOC Bangladesh Ltd			○				60	*
Belgium
SA BOC Edwards NV			●				100
Bermuda
Priestley Company Ltd			♦				100
The Hydrogen Company of Paraguana Ltd			█				100
Brazil
BOC Edwards Brasil Ltda			●♦				100
BOC Gases do Brasil Ltda			█				100
Brunei
Brunei Oxygen Sdn Bhd(a),(5)			○				25
Canada
BOC Canada Ltd(3)			○				100
Hibon Inc			●				100
Chile
Compania de Hidrogeno de Talcahuano Ltda(5)			█				100
Indura S.A., Industria y Comercio(5)			█○				41
Colombia
Gases Industriales de Colombia SA(5)			█○				74
Czech Republic
BOC Edwards s.r.o			●				100
Gist Czech Republic s.r.o			►				100
England
BOC Edwards Chemical Management Europe Ltd			●				100	*
BOC Holdings(1),(3)			♦				100	*
BOC Ltd			█○●♦				100
BOC Netherlands Holdings Ltd			♦				100	*
BOC Overseas Finance Ltd			♦				100	*
Edwards High Vacuum International Ltd			●				100
Fluorogas Ltd			●				100	*
Gist Ltd			►				100
Leengate Welding Group Ltd			○				100
Welding Products Holdings Ltd			○♦				100	*
Fiji
BOC Fiji Ltd			○				90
France
Cryostar SAS			█				100
Edwards SAS			●				100
Hibon International SA			●				100
Hibon SAS			●				100
Société de Mécanique Magnétique			●				87
Germany
BOC Edwards GmbH			●				100
BOC Gase Deutschland GmbH			█				100
Wilhelm Klein GmbH			●				100
Guernsey
BOC No 1 Ltd			♦				100
BOC No 2 Ltd			♦				100
Hong Kong
Hong Kong Oxygen & Acetylene Co Ltd			█○				50
The BOC Group Ltd			♦				100
India
BOC India Ltd(5)			█○				55	*
Indonesia
PT BOC Gases Indonesia			█○				100
PT Gresik Gases Indonesia			█				90
PT Gresik Power Indonesia			█				90
Ireland
BOC Gases Ireland Ltd			█○				100
Priestley Dublin Reinsurance Company Ltd			♦				100
Italy
BOC Edwards SpA			●				100
Japan
BOC Japan Ltd			♦				99
BOC Edwards Japan Ltd			●				100
Japan Air Gases Ltd(5),(8)			█○●				44
Kenya
BOC Kenya Ltd			○				65
Korea
BOC Gases Korea Co Ltd			█				100
Songwon Edwards Ltd			●				97
Malawi
BOC Malawi Ltd(c)			○				42
Malaysia
Malaysian Oxygen Bhd(a),(4)			█○●				23
MOX Gases Sdn Bhd			○				23

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		Principal				Group
		Activity				Holding %
Mauritius
Les Gaz Industriels Ltee(b)			○				21
Mexico
BOC Gases de Mexico, SA de CV(5)			█				100
Compania de Nitrogeno de Cantarell, SA de CV(5),(9)			█				65
Mozambique
Petrogas Ltda			○				27
Namibia
IGL Properties (Pty) Ltd			○				56
Netherlands
BOC Edwards Pharmaceutical Systems BV			●				100
Gist BV			►				100
GVan Dongen Holding BV			►				100
The BOC Group BV(3)			♦				100
Netherlands Antilles
BOC Gases Curaçao NV			○				100
New Zealand
BOC Ltd(3)			█○				100
South Pacific Welding Group (NZ) Ltd			○				100
Nigeria
BOC Gases Nigeria plc			○				60
Pakistan
BOC Pakistan Ltd			█○				60	*
Papua New Guinea
BOC Papua New Guinea Pty Ltd			○				74
Peoples’ Republic of China
BOC (China) Holdings Co Ltd(3),(5)			█				100
BOC Gases (North) Co Ltd(5)			█				100
BOC Gases (Shanghai) Corporation Ltd(5)			█				100
BOC Gases (Suzhou) Co Ltd(5)			█				100
BOC Gases (Tianjin) Co Ltd(5)			█				100	*
BOC Gases (Wuhan) Co Ltd(5)			█				100
BOC TISCO Gases Co Ltd(5)			█				50	*
BOC Trading (Shanghai) Co Ltd(5)			●				100
Edwards Tianli (Beijing) Pharmaceutical Systems Co Ltd(5)			●				50
Maanshan BOC-Ma Steel Gases Co Ltd(5)			█				50
Nanjing BOC-YPC Gases Co Ltd(5)			█				50
Shanghai BOC Industrial Gases Co Ltd(5)			█				100	*
Philippines
Consolidated Industrial Gases Inc			█○●				100
Southern Industrial Gases Philippines Inc			○				100
Poland
BOC Gazy Sp. z o.o.			█○				98
Samoa
BOC Samoa Ltd			○				96
Singapore
BOC Gases Pte Ltd			♦				100	*
Singapore Oxygen Air Liquide Pte Ltd			█○●				50
Solomon Islands
BOC Gases Solomon Islands Ltd			○				100
South Africa
African Oxygen Ltd(3)			█○				56
Afrox Ltd			█○				56
BOC Edwards South Africa (Pty) Ltd			●				100
Life Healthcare Group (Pty) Ltd			□				11
Spain
Logistica Dotra S.L.(5)			►				100
Logistica van Trans S.L.(5)			►				100
Trans Fresca S.L.(5)			►				100
Switzerland
BOC AG			█				100
Taiwan
Asia Union Electronic Chemical Corporation(5)			●				50
BOC Edwards HTC Ltd			●				50
BOC Lienhwa Industrial Gases Co Ltd			█○●				50
Thailand
MIG Production Company Ltd			█				54
Thai Industrial Gases Public Co Ltd(3)			█○♦				99
TIG HyCO Ltd			█				99
United Arab Emirates
BOC Helium M.E. FZCO			○				100
US
BOC Americas(PGS), Inc			█				100
BOC Energy Services, Inc			█				100
BOC Global Helium, Inc			○				100
BOC Hydrogen, Inc			█				100
BOC, Inc			♦				100
Environmental Management Corporation			█				100
Linde BOC Process Plants LLC(a),(5)			█				30
The BOC Group, Inc(3)			█○●♦				100
US Virgin Islands
BOC Gases Virgin Islands Inc(5)			█				100
Venezuela
BOC Gases de Venezuela, C.A.			█○				100
Vietnam
North Vietnam Industrial Gases Ltd(5)			█				40
Zambia
BOC Gases Zambia plc(c)			○				39
Zimbabwe
BOC Zimbabwe (Pvt) Ltd			○				100

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(1)	Unlimited company having share capital with registered office at the same address as The BOC Group plc.
(2)	Businesses where the Group percentage ownership is 50 per cent or less are accounted for as joint ventures, except as follows: (a) accounted for as associates, (b) accounted for as investment or (c) accounted for as subsidiary (controlled through partly owned intermediate undertaking). See also accounting policies on pages 43 to 46 of this document.
(3)	Group undertakings which made acquisitions or investments during the year.
(4)	Group holding for dividend purposes is 28 per cent.
(5)	Group undertakings with financial year ends other than 30 September.
(6)	The principal activity of each undertaking is indicated as follows:

(7)	* Indicates where investment is held directly by The BOC Group plc.
(8)	BOC Japan Ltd holds 45 per cent of Japan Air Gases Ltd.
(9)	Accounted for as joint venture.

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1	Introduction

•	Basic earnings per share were 75.5p compared with 74.1p under UK GAAP. Basic earnings per share before exceptional and certain re-measurement items were 67.8p compared with 67.5p under UK GAAP.
•	Net assets at 30 September 2005 were £2,040.4 million compared with £2,053.1 million under UK GAAP.

2	Basis of preparation

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•	Financial instruments — the Group has elected not to prepare comparative information in accordance with IAS 32 and IAS 39. These standards will apply to the Group from 1 October 2005, and the Group’s financial instruments for the year ended 30 September 2005 have been accounted for on the existing UK GAAP basis.
•	Business combinations — the Group has elected not to restate business combinations prior to the transition date.
•	Revaluation as deemed cost — any previous revaluation element of the carrying value of an item of property, plant and equipment is deemed to be part of the cost of the relevant asset.
•	Employee benefits — all cumulative actuarial gains and losses relating to pensions and other post retirement benefits have been recognised in full in equity at the transition date.
•	Cumulative translation differences — cumulative translation differences on foreign operations are deemed to be zero at the transition date. Any gains or losses on subsequent disposals of foreign operations will exclude foreign currency translation differences arising before 1 October 2004.
•	Share-based payments — IFRS 2 has an exemption for equity instruments such as share options granted before 7 November 2002, but the Group has elected to adopt full retrospective application of the standard (i.e. to apply it to The BOC Group plc share options granted before 7 November 2002 as well).

3	Presentation of financial information

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4	Explanation of IFRS adjustments

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•	Interest on net debt
•	Interest on pension scheme liabilities and
•	Expected return on pension scheme assets

•	Finance costs
•	Finance income and
•	Net finance income from pensions

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4.1	Reconciliation of profit for the year ended 30 September 2005

		UK GAAP in IFRS Format																		IFRS Restated
		Before								After										Before								After
		Exceptional and				Exceptional and				Exceptional and										Exceptional and				Exceptional and				Exceptional and
		Certain				Certain				Certain										Certain				Certain				Certain
		Re-measurement				Re-measurement				Re-measurement					IFRS					Re-measurement				Re-measurement				Re-measurement
		Items				Items				Items					Adjustments					Items				Items				Items
		£ million				£ million				£ million					£ million					£ million				£ million				£ million
Group revenue			3,754.7				—				3,754.7					—					3,754.7				—				3,754.7
Restructuring			—				(20.7	)			(20.7	)				(2.1	)				—				(22.8	)			(22.8	)
Profit on disposal of business			—				98.1				98.1					4.2					—				102.3				102.3
Profit on disposal of investments			—				10.5				10.5					—					—				10.5				10.5
Cost of sales and other net operating expenses			(3,318.1	)			—				(3,318.1	)				3.9					(3,314.2	)			—				(3,314.2	)
Group operating profit			436.6				87.9				524.5					6.0					440.5				90.0				530.5
Finance costs			(81.9	)			—				(81.9	)				8.3					(81.9	)			8.3				(73.6	)
Finance income			34.3				—				34.3					—					34.3				—				34.3
Net finance income from pensions			18.4				—				18.4					0.8					19.2				—				19.2
Share of post tax profits of joint ventures and associates			68.6				—				68.6					(1.9	)				66.7				—				66.7
Profit before taxation			476.0				87.9				563.9					13.2					478.8				98.3				577.1
Taxation			(101.8	)			(28.4	)			(130.2	)				(3.9	)				(102.3	)			(31.8	)			(134.1	)
Profit for the year			374.2				59.5				433.7					9.3					376.5				66.5				443.0
Profit attributable to equity shareholders			334.2				32.8				367.0					6.8					335.7				38.1				373.8
Profit attributable to minority interests			40.0				26.7				66.7					2.5					40.8				28.4				69.2
Profit for the year			374.2				59.5				433.7					9.3					376.5				66.5				443.0
Earnings per share
— basic											74.1p																		75.5p
— diluted											73.9p																		75.3p
Revenue including share of joint ventures and associates			4,605.0				—				4,605.0					—					4,605.0				—				4,605.0
Operating profit including share of joint ventures and associates			564.2				87.9				652.1					4.1					566.2				90.0				656.2

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														Short-
														term
						Share Based								Employee				Foreign													Total IFRS
		Goodwill				Payments				Pensions				Benefits				Exchange				Taxation				Other					Adjustments
		£ million				£ million				£ million				£ million				£ million				£ million				£ million					£ million
Group revenue			—				—				—				—				—				—				—					—
Restructuring			(2.1	)			—				—				—				—				—				—					(2.1	)
Profit on disposal of business			(0.5	)			0.5				—				—				—				—				4.2					4.2
Profit on disposal of investments			—				—				—				—				—				—				—					—
Cost of sales and other net operating expenses			12.2				(6.2	)			1.3				(1.9	)			—				—				(1.5	)				3.9
Group operating profit			9.6				(5.7	)			1.3				(1.9	)			—				—				2.7					6.0
Finance costs			—				—				—				—				8.3				—				—					8.3
Finance income			—				—				—				—				—				—				—					—
Net finance income from pensions			—				—				0.8				—				—				—				—					0.8
Share of post tax profits of joint ventures and associates			(1.9	)			—				—				—				—				—				—					(1.9	)
Profit before taxation			7.7				(5.7	)			2.1				(1.9	)			8.3				—				2.7					13.2
Taxation			(2.2	)			8.1				(0.5	)			0.6				(3.3	)			(6.8	)			0.2					(3.9	)
Profit for the year			5.5				2.4				1.6				(1.3	)			5.0				(6.8	)			2.9					9.3
Profit attributable to equity shareholders			5.5				2.4				0.6				(1.3	)			5.0				(6.8	)			1.4					6.8
Profit attributable to minority interests			—				—				1.0				—				—				—				1.5					2.5
Profit for the year			5.5				2.4				1.6				(1.3	)			5.0				(6.8	)			2.9					9.3

4.2	Reconciliation of equity at 1 October 2004

		1 Oct 2004
		£ million
Total capital and reserves — UK GAAP			1,878.1
IFRS measurement adjustments:
Goodwill			47.5
Share based payments			1.0
Pensions			(30.7	)
Short-term employee benefits			(4.8	)
Development costs			5.4
Deferred taxation			(43.1	)
Other			(6.6	)
Total IFRS adjustments			(31.3	)
Total equity — IFRS restated			1,846.8

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4.3	Reconciliation of balance sheet and equity at 30 September 2005

		UK GAAP in				IFRS				IFRS
		IFRS Format				Adjustments				Restated
		£ million				£ million				£ million
Non-current assets:
Goodwill			138.0				2.2				140.2
Intangible assets			4.6				83.9				88.5
Property, plant and equipment			2,628.8				(79.0	)			2,549.8
Investment property			11.1				—				11.1
Investment in joint ventures and associates			599.3				35.9				635.2
Other investments			14.6				—				14.6
Other receivables			10.7				7.7				18.4
Retirement benefit assets			88.7				48.0				136.7
Deferred tax assets			6.3				25.1				31.4
			3,502.1				123.8				3,625.9
Current assets:
Inventories			306.3				—				306.3
Trade and other receivables			710.4				0.1				710.5
Other current asset investments			16.4				—				16.4
Cash at bank and in hand			191.0				—				191.0
			1,224.1				0.1				1,224.2
Total assets			4,726.2				123.9				4,850.1
Current liabilities:
Borrowings and finance leases			(259.2	)			—				(259.2	)
Trade and other payables			(743.8	)			2.7				(741.1	)
Provisions			—				(30.4	)			(30.4	)
Current tax liabilities			(154.5	)			0.1				(154.4	)
			(1,157.5	)			(27.6	)			(1,185.1	)
Net current assets			66.6				(27.5	)			39.1
Total assets less current liabilities			3,568.7				96.3				3,665.0
Non-current liabilities:
Borrowings and finance leases			(771.5	)			—				(771.5	)
Other payables			(30.8	)			(5.0	)			(35.8	)
Provisions			(118.9	)			28.3				(90.6	)
Retirement benefit obligations			(352.5	)			(190.0	)			(542.5	)
Deferred tax liabilities			(241.9	)			57.7				(184.2	)
			(1,515.6	)			(109.0	)			(1,624.6	)
Net assets			2,053.1				(12.7	)			2,040.4
Total shareholders’ equity			1,942.0				(11.9	)			1,930.1
Minority interest in equity			111.1				(0.8	)			110.3
Total equity			2,053.1				(12.7	)			2,040.4

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														Short-term												Leases of
						Share Based								Employee				Software				Development				Land				Taxation				Other					Total IFRS
		Goodwill				Payments				Pensions				Benefits				Reclassification				Costs				and Buildings				£				Adjustments					Adjustments
		£ million				£ million				£ million				£ million				£ million				£ million				£ million				million				£ million					£ million
Non-current assets:
Goodwill			9.8				—				—				—				—				—				—				—				(7.6	)				2.2
Intangible assets			—				—				—				—				68.8				7.2				—				—				7.9					83.9
Property, plant and equipment			—				—				—				—				(68.8	)			—				(9.7	)			—				(0.5	)				(79.0	)
Investment property			—				—				—				—				—				—				—				—				—					—
Investment in joint ventures and associates			46.0				—				—				(1.0	)			—				—				(0.3	)			(7.6	)			(1.2	)				35.9
Other investments			—				—				—				—				—				—				—				—				—					—
Other receivables			—				—				—				—				—				—				8.0				—				(0.3	)				7.7
Retirement benefit assets			—				—				48.0				—				—				—				—				—				—					48.0
Deferred tax assets			—				13.1				142.1				1.6				—				(2.0	)			—				(129.7	)			—					25.1
			55.8				13.1				190.1				0.6				—				5.2				(2.0	)			(137.3	)			(1.7	)				123.8
Current assets:
Inventories			—				—				—				—				—				—				—				—				—					—
Trade and other receivables			—				—				—				—				—				—				0.1				—				—					0.1
Other current asset investments			—				—				—				—				—				—				—				—				—					—
Cash at bank and in hand			—				—				—				—				—				—				—				—				—					—
			—				—				—				—				—				—				0.1				—				—					0.1
Total assets			55.8				13.1				190.1				0.6				—				5.2				(1.9	)			(137.3	)			(1.7	)				123.9
Current liabilities:
Borrowings and finance leases			—				—				—				—				—				—				—				—				—					—
Trade and other payables			—				4.4				—				(3.3	)			—				—				—				—				1.6					2.7
Provisions			—				—				—				—				—				—				—				—				(30.4	)				(30.4	)
Current tax liabilities			—				—				—				—				—				—				—				0.1				—					0.1
			—				4.4				—				(3.3	)			—				—				—				0.1				(28.8	)				(27.6	)
Net current assets			—				4.4				—				(3.3	)			—				—				0.1				0.1				(28.8	)				(27.5	)
Total assets less current liabilities			55.8				17.5				190.1				(2.7	)			—				5.2				(1.9	)			(137.2	)			(30.5	)				96.3
Non-current liabilities:
Borrowings and finance leases			—				—				—				—				—				—				—				—				—					—
Other payables			—				(1.1	)			—				(4.4	)			—				—				—				—				0.5					(5.0	)
Provisions			—				—				—				—				—				—				—				—				28.3					28.3
Retirement benefit obligation			—				—				(190.0	)			—				—				—				—				—				—					(190.0	)
Deferred tax liabilities			(2.3	)			0.6				(30.3	)			0.8				—				(0.3	)			—				88.9				0.3					57.7
			(2.3	)			(0.5	)			(220.3	)			(3.6	)			—				(0.3	)			—				88.9				29.1					(109.0	)
Net assets			53.5				17.0				(30.2	)			(6.3	)			—				4.9				(1.9	)			(48.3	)			(1.4	)				(12.7	)
Total shareholders’ equity			53.5				17.2				(30.2	)			(6.0	)			—				4.9				(1.7	)			(48.1	)			(1.5	)				(11.9	)
Minority interest in equity			—				(0.2	)			—				(0.3	)			—				—				(0.2	)			(0.2	)			0.1					(0.8	)
Total equity			53.5				17.0				(30.2	)			(6.3	)			—				4.9				(1.9	)			(48.3	)			(1.4	)				(12.7	)

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4.4	Reconciliation of cash flow for the year ended 30 September 2005

		UK GAAP in				IFRS				IFRS
		IFRS Format				Adjustments				Restated
		£ million				£ million				£ million
Profit before taxation			563.9				13.2				577.1
Adjusted for:
Finance costs			81.9				(8.3	)			73.6
Finance income			(34.3	)			—				(34.3	)
Net finance income from pensions			(18.4	)			(0.8	)			(19.2	)
Exceptional operating items			(87.9	)			(2.1	)			(90.0	)
Depreciation and amortisation			301.9				(10.8	)			291.1
Net retirement benefits charge less contributions			(14.4	)			(1.3	)			(15.7	)
Share of profit after tax of joint ventures and associates			(68.6	)			1.9				(66.7	)
Changes in working capital and other items			(41.7	)			7.4				(34.3	)
Exceptional cash flows			(16.9	)			—				(16.9	)
Dividends from joint ventures and associates			51.1				—				51.1
Tax paid			(118.4	)			—				(118.4	)
Net cash flow from operating activities			598.2				(0.8	)			597.4
Purchases of property, plant and equipment			(353.0	)			21.2				(331.8	)
Sales of property, plant and equipment			22.6				0.8				23.4
Purchases of intangible fixed assets			(0.6	)			(22.7	)			(23.3	)
Net sales/(purchases) of current asset investments			4.7				—				4.7
Net sales/(purchases) of trade and other investments			26.6				—				26.6
Acquisition of businesses			(54.8	)			—				(54.8	)
Disposal of businesses			200.8				—				200.8
Receipt from capital restructuring of joint venture			17.0				—				17.0
Investments in joint ventures and associates			(45.5	)			—				(45.5	)
Divestments/repayments from joint ventures and associates			11.3				—				11.3
Net cash flow from investing activities			(170.9	)			(0.7	)			(171.6	)
Interest paid			(83.8	)			—				(83.8	)
Interest received			18.6				—				18.6
Dividends paid to minorities in subsidiaries			(66.4	)			—				(66.4	)
Equity dividends paid			(204.1	)			—				(204.1	)
Issues of shares			9.6				—				9.6
Net repayment of debt			(131.3	)			1.5				(129.8	)
Net cash flow from financing activities			(457.4	)			1.5				(455.9	)
Net decrease in cash and cash equivalents			(30.1	)			—				(30.1	)
Cash and cash equivalents at start of year			224.6				—				224.6
Exchange			(12.4	)			—				(12.4	)
Cash and cash equivalents at end of year			182.1				—				182.1

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4.5	Reconciliation of segment information for the year ended 30 September 2005

		UK GAAP in				IFRS				IFRS
		IFRS Format				Adjustments				Restated
		£ million				£ million				£ million
Group revenue:
Process Gas Solutions			1,126.7				—				1,126.7
Industrial and Special Products			1,469.2				—				1,469.2
BOC Edwards			625.5				—				625.5
Afrox hospitals			217.4				—				217.4
Gist			315.9				—				315.9
			3,754.7				—				3,754.7
Group operating profit:
Process Gas Solutions			153.7				1.3				155.0
Industrial and Special Products			281.0				0.4				281.4
BOC Edwards			(14.7	)			0.9				(13.8	)
Afrox hospitals			112.2				4.0				116.2
Gist			24.5				0.1				24.6
Corporate			(32.2	)			(0.7	)			(32.9	)
			524.5				6.0				530.5
Total adjusted operating profit:
Process Gas Solutions			207.2				(0.6	)			206.6
Industrial and Special Products			289.4				0.3				289.7
BOC Edwards			38.1				3.0				41.1
Afrox hospitals			37.2				(0.1	)			37.1
Gist			24.5				0.1				24.6
Corporate			(32.2	)			(0.7	)			(32.9	)
			564.2				2.0				566.2

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		UK GAAP in				IFRS				IFRS
		IFRS Format				Adjustments				Restated
		£ million				£ million				£ million
Group revenue:
Europe			1,300.8				—				1,300.8
Americas			1,040.4				—				1,040.4
Africa			528.3				—				528.3
Asia			455.1				—				455.1
South Pacific			430.1				—				430.1
			3,754.7				—				3,754.7
Group operating profit:
Europe			138.6				3.8				142.4
Americas			80.3				0.5				80.8
Africa			166.0				3.4				169.4
Asia			56.4				(0.8	)			55.6
South Pacific			83.2				(0.9	)			82.3
			524.5				6.0				530.5
Total adjusted operating profit:
Europe			143.7				4.3				148.0
Americas			100.0				0.2				100.2
Africa			91.3				(0.6	)			90.7
Asia			136.0				(0.8	)			135.2
South Pacific			93.2				(1.1	)			92.1
			564.2				2.0				566.2

4.6	Impact of IAS 32 and IAS 39

		1 Oct 2005
		£ million
Total equity under IFRS excluding IAS 32 and IAS 39			2,040.4
Impact of IAS 39 transitional adjustment			0.2
Total equity including IAS 32 and IAS 39			2,040.6

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•	certain of the Group’s cash pooling arrangements (where there is no legally enforceable right to offset and there is no intention to settle on a net basis) presented net under previous UK GAAP will be shown gross under IAS 32
•	accrued interest on financial assets and liabilities will form part of the value of borrowings
•	certain borrowings forming part of fair value hedge relationships will be held at an adjusted present value which will differ from the amortised cost value under previous UK GAAP

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5	Appendix one — quarterly information

5.1	IFRS profit by quarter for the year ended 30 September 2005

		UK GAAP in IFRS Format																		IFRS Restated
		3 Months to 31 Dec 2004																		3 Months to 31 Dec 2004
		Before								After										Before								After
		Exceptional				Exceptional				Exceptional										Exceptional				Exceptional				Exceptional
		and Certain				and Certain				and Certain										and Certain				and Certain				and Certain
		Re-				Re-				Re-										Re-				Re-				Re-
		measurement				measurement				measurement					IFRS					measurement				measurement				measurement
		Items				Items				Items					Adjustments					Items				Items				Items
		£million				£million				£million					£million					£million				£million				£million
Group revenue			980.6				—				980.6					—					980.6				—				980.6
Restructuring			—				—				—					—					—				—				—
Profit on disposal of business			—				—				—					—					—				—				—
Profit on disposal of investments			—				—				—					—					—				—				—
Cost of sales and other net operating expenses			(863.0	)			—				(863.0	)				1.7					(861.3	)			—				(861.3	)
Group operating profit			117.6				—				117.6					1.7					119.3				—				119.3
Finance costs			(18.2	)			—				(18.2	)				(0.3	)				(18.2	)			(0.3	)			(18.5	)
Finance income			6.7				—				6.7					—					6.7				—				6.7
Net finance income from pensions			4.6				—				4.6					0.3					4.9				—				4.9
Share of post tax profits of joint ventures and associates			15.1				—				15.1					(0.5	)				14.6				—				14.6
Profit before taxation			125.8				—				125.8					1.2					127.3				(0.3	)			127.0
Taxation			(32.1	)			—				(32.1	)				(0.4	)				(32.4	)			(0.1	)			(32.5	)
Profit for the period			93.7				—				93.7					0.8					94.9				(0.4	)			94.5
Profit attributable to equity shareholders			81.4				—				81.4					0.9					82.7				(0.4	)			82.3
Profit attributable to minority interests			12.3				—				12.3					(0.1	)				12.2				—				12.2
Profit for the period			93.7				—				93.7					0.8					94.9				(0.4	)			94.5
Earnings per share
— basic											16.5p																		16.7p
— diluted											16.5p																		16.7p
Revenue including share of joint ventures and associates			1,179.3				—				1,179.3					—					1,179.3				—				1,179.3
Operating profit including share of joint ventures and associates			146.3				—				146.3					1.2					147.5				—				147.5

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		UK GAAP in IFRS Format																		IFRS Restated
		3 Months to 31 Mar 2005																		3 Months to 31 Mar 2005
		Before								After										Before								After
		Exceptional				Exceptional				Exceptional										Exceptional				Exceptional				Exceptional
		and Certain				and Certain				and Certain										and Certain				and Certain				and Certain
		Re-				Re-				Re-										Re-				Re-				Re-
		measurement				measurement				measurement					IFRS					measurement				measurement				measurement
		Items				Items				Items					Adjustments					Items				Items				Items
		£million				£million				£million					£million					£million				£million				£million
Group revenue			968.1				—				968.1					—					968.1				—				968.1
Restructuring			—				—				—					—					—				—				—
Profit on disposal of business			—				86.8				86.8					4.3					—				91.1				91.1
Profit on disposal of investments			—				10.5				10.5					—					—				10.5				10.5
Cost of sales and other net operating expenses			(853.0	)			—				(853.0	)				(0.8	)				(853.8	)			—				(853.8	)
Group operating profit			115.1				97.3				212.4					3.5					114.3				101.6				215.9
Finance costs			(20.8	)			—				(20.8	)				2.6					(20.8	)			2.6				(18.2	)
Finance income			8.7				—				8.7					—					8.7				—				8.7
Net finance income from pensions			4.5				—				4.5					0.3					4.8				—				4.8
Share of post tax profits of joint ventures and associates			16.2				—				16.2					(0.4	)				15.8				—				15.8
Profit before taxation			123.7				97.3				221.0					6.0					122.8				104.2				227.0
Taxation			(25.7	)			(31.9	)			(57.6	)				14.5					(25.5	)			(17.6	)			(43.1	)
Profit for the period			98.0				65.4				163.4					20.5					97.3				86.6				183.9
Profit attributable to equity shareholders			83.8				38.2				122.0					11.8					83.2				50.6				133.8
Profit attributable to minority interests			14.2				27.2				41.4					8.7					14.1				36.0				50.1
Profit for the period			98.0				65.4				163.4					20.5					97.3				86.6				183.9
Earnings per share
— basic											24.7p																		27.0p
— diluted											24.6p																		26.9p
Revenue including share of joint ventures and associates			1,151.9				—				1,151.9					—					1,151.9				—				1,151.9
Operating profit including share of joint ventures and associates			144.8				97.3				242.1					3.1					143.6				101.6				245.2

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		UK GAAP in IFRS Format																		IFRS Restated
		3 Months to 30 Jun 2005																		3 Months to 30 Jun 2005
		Before								After										Before								After
		Exceptional				Exceptional				Exceptional										Exceptional				Exceptional				Exceptional
		and Certain				and Certain				and Certain										and Certain				and Certain				and Certain
		Re-				Re-				Re-										Re-				Re-				Re-
		measurement				measurement				measurement					IFRS					measurement				measurement				measurement
		Items				Items				Items					Adjustments					Items				Items				Items
		£million				£million				£million					£million					£million				£million				£million
Group revenue			871.2				—				871.2					—					871.2				—				871.2
Restructuring			—				(8.1	)			(8.1	)				—					—				(8.1	)			(8.1	)
Profit on disposal of business			—				—				—					(0.1	)				—				(0.1	)			(0.1	)
Profit on disposal of investments			—				—				—					—					—				—				—
Cost of sales and other net operating expenses			(770.8	)			—				(770.8	)				2.0					(768.8	)			—				(768.8	)
Group operating profit			100.4				(8.1	)			92.3					1.9					102.4				(8.2	)			94.2
Finance costs			(20.8	)			—				(20.8	)				1.9					(20.8	)			1.9				(18.9	)
Finance income			10.5				—				10.5					—					10.5				—				10.5
Net finance income from pensions			4.6				—				4.6					—					4.6				—				4.6
Share of post tax profits of joint ventures and associates			16.7				—				16.7					(0.4	)				16.3				—				16.3
Profit before taxation			111.4				(8.1	)			103.3					3.4					113.0				(6.3	)			106.7
Taxation			(24.6	)			2.2				(22.4	)				(16.4	)				(25.2	)			(13.6	)			(38.8	)
Profit for the period			86.8				(5.9	)			80.9					(13.0	)				87.8				(19.9	)			67.9
Profit attributable to equity shareholders			81.0				(5.9	)			75.1					(7.0	)				80.9				(12.8	)			68.1
Profit attributable to minority interests			5.8				—				5.8					(6.0	)				6.9				(7.1	)			(0.2	)
Profit for the period			86.8				(5.9	)			80.9					(13.0	)				87.8				(19.9	)			67.9
Earnings per share
— basic											15.1p																		13.8p
— diluted											15.1p																		13.8p
Revenue including share of joint ventures and associates			1,092.7				—				1,092.7					—					1,092.7				—				1,092.7
Operating profit including share of joint ventures and associates			132.4				(8.1	)			124.3					1.5					134.0				(8.2	)			125.8

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		UK GAAP in IFRS Format																		IFRS Restated
		3 Months to 30 Sep 2005																		3 Months to 30 Sep 2005
		Before								After										Before								After
		Exceptional				Exceptional				Exceptional										Exceptional				Exceptional				Exceptional
		and Certain				and Certain				and Certain										and Certain				and Certain				and Certain
		Re-				Re-				Re-										Re-				Re-				Re-
		measurement				measurement				measurement					IFRS					measurement				measurement				measurement
		Items				Items				Items					Adjustments					Items				Items				Items
		£million				£million				£million					£million					£million				£million				£million
Group revenue			934.8				—				934.8					—					934.8				—				934.8
Restructuring			—				(12.6	)			(12.6	)				(2.1	)				—				(14.7	)			(14.7	)
Profit on disposal of business			—				11.3				11.3					—					—				11.3				11.3
Profit on disposal of investments			—				—				—					—					—				—				—
Cost of sales and other net operating expenses			(831.3	)			—				(831.3	)				1.0					(830.3	)			—				(830.3	)
Group operating profit			103.5				(1.3	)			102.2					(1.1	)				104.5				(3.4	)			101.1
Finance costs			(22.1	)			—				(22.1	)				4.1					(22.1	)			4.1				(18.0	)
Finance income			8.4				—				8.4					—					8.4				—				8.4
Net finance income from pensions			4.7				—				4.7					0.2					4.9				—				4.9
Share of post tax profits of joint ventures and associates			20.6				—				20.6					(0.6	)				20.0				—				20.0
Profit before taxation			115.1				(1.3	)			113.8					2.6					115.7				0.7				116.4
Taxation			(19.4	)			1.3				(18.1	)				(1.6	)				(19.2	)			(0.5	)			(19.7	)
Profit for the period			95.7				—				95.7					1.0					96.5				0.2				96.7
Profit attributable to equity shareholders			88.0				0.5				88.5					1.1					88.9				0.7				89.6
Profit attributable to minority interests			7.7				(0.5	)			7.2					(0.1	)				7.6				(0.5	)			7.1
Profit for the period			95.7				—				95.7					1.0					96.5				0.2				96.7
Earnings per share
— basic											17.8p																		18.0p
— diluted											17.7p																		17.9p
Revenue including share of joint ventures and associates			1,181.1				—				1,181.1					—					1,181.1				—				1,181.1
Operating profit including share of joint ventures and associates			140.7				(1.3	)			139.4					(1.7	)				141.1				(3.4	)			137.7

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5.2	IFRS analysis by business segment for the year ended 30 September 2005

		3 Months to 31 Dec 2004
										Total Revenue
						Share of Revenue of				Including Share of
						Joint Ventures and				Joint Ventures
		Group Revenue				Associates				and Associates
		£million				£million				£million
Process Gas Solutions			272.1				81.3				353.4
Industrial and Special Products			368.9				61.2				430.1
BOC Edwards			152.8				51.4				204.2
Afrox hospitals			107.2				4.8				112.0
Gist			79.6				—				79.6
			980.6				198.7				1,179.3

		3 Months to 31 Mar 2005
										Total Revenue
						Share of Revenue of				Including Share of
						Joint Ventures and				Joint Ventures
		Group Revenue				Associates				and Associates
		£million				£million				£million
Process Gas Solutions			274.1				75.4				349.5
Industrial and Special Products			353.4				54.6				408.0
BOC Edwards			152.7				48.7				201.4
Afrox hospitals			114.5				5.1				119.6
Gist			73.4				—				73.4
			968.1				183.8				1,151.9

		3 Months to 30 Jun 2005
										Total Revenue
						Share of Revenue of				Including Share of
						Joint Ventures and				Joint Ventures
		Group Revenue				Associates				and Associates
		£million				£million				£million
Process Gas Solutions			276.7				84.8				361.5
Industrial and Special Products			376.5				64.4				440.9
BOC Edwards			145.6				48.4				194.0
Afrox hospitals			(3.7	)			23.9				20.2
Gist			76.1				—				76.1
			871.2				221.5				1,092.7

		3 Months to 30 Sep 2005
										Total Revenue
						Share of Revenue of				Including Share of
						Joint Ventures and				Joint Ventures
		Group Revenue				Associates				and Associates
		£million				£million				£million
Process Gas Solutions			303.8				98.1				401.9
Industrial and Special Products			370.4				72.3				442.7
BOC Edwards			174.4				52.0				226.4
Afrox hospitals			(0.6	)			23.9				23.3
Gist			86.8				—				86.8
			934.8				246.3				1,181.1

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		Year to 30 Sep 2005
										Total Revenue
						Share of Revenue of				Including Share of
						Joint Ventures and				Joint Ventures
		Group Revenue				Associates				and Associates
		£million				£million				£million
Process Gas Solutions			1,126.7				339.6				1,466.3
Industrial and Special Products			1,469.2				252.5				1,721.7
BOC Edwards			625.5				200.5				826.0
Afrox hospitals			217.4				57.7				275.1
Gist			315.9				—				315.9
			3,754.7				850.3				4,605.0

		3 Months to 31 Dec 2004
						Adjusted for
						Exceptional and				Share of
						Certain				Operating Profit of
		Group				Re-measurement				Joint Ventures				Total Adjusted
		Operating Profit				Items				and Associates				Operating Profit
		£million				£million				£million				£million
Process Gas Solutions			37.6				—				11.9				49.5
Industrial and Special Products			67.3				—				6.9				74.2
BOC Edwards			1.8				—				8.2				10.0
Afrox hospitals			11.4				—				1.2				12.6
Gist			6.1				—				—				6.1
Corporate			(4.9	)			—				—				(4.9	)
			119.3				—				28.2				147.5

		3 Months to 31 Mar 2005
						Adjusted for
						Exceptional and				Share of
						Certain				Operating Profit of
		Group				Re-measurement				Joint Ventures				Total Adjusted
		Operating Profit				Items				and Associates				Operating Profit
		£million				£million				£million				£million
Process Gas Solutions			37.1				—				13.1				50.2
Industrial and Special Products			70.3				10.5				7.5				67.3
BOC Edwards			2.6				—				7.2				9.8
Afrox hospitals			107.3				91.1				1.5				17.7
Gist			6.1				—				—				6.1
Corporate			(7.5	)			—				—				(7.5	)
			215.9				101.6				29.3				143.6

		3 Months to 30 Jun 2005
						Adjusted for
						Exceptional and				Share of
						Certain				Operating Profit of
		Group				Re-measurement				Joint Ventures				Total Adjusted
		Operating Profit				Items				and Associates				Operating Profit
		£million				£million				£million				£million
Process Gas Solutions			40.3				—				12.3				52.6
Industrial and Special Products			62.7				—				8.0				70.7
BOC Edwards			(6.0	)			(8.1	)			8.0				10.1
Afrox hospitals			(0.5	)			(0.1	)			3.3				2.9
Gist			5.9				—				—				5.9
Corporate			(8.2	)			—				—				(8.2	)
			94.2				(8.2	)			31.6				134.0

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		3 Months to 30 Sep 2005
						Adjusted for
						Exceptional and				Share of
						Certain				Operating Profit of
		Group				Re-measurement				Joint Ventures				Total Adjusted
		Operating Profit				Items				and Associates				Operating Profit
		£million				£million				£million				£million
Process Gas Solutions			40.0				—				14.3				54.3
Industrial and Special Products			81.1				13.2				9.6				77.5
BOC Edwards			(12.2	)			(14.7	)			8.7				11.2
Afrox hospitals			(2.0	)			(1.9	)			4.0				3.9
Gist			6.5				—				—				6.5
Corporate			(12.3	)			—				—				(12.3	)
			101.1				(3.4	)			36.6				141.1

		Year to 30 Sep 2005
						Adjusted for
						Exceptional and				Share of
						Certain				Operating Profit of
		Group				Re-measurement				Joint Ventures				Total Adjusted
		Operating Profit				Items				and Associates				Operating Profit
		£million				£million				£million				£million
Process Gas Solutions			155.0				—				51.6				206.6
Industrial and Special Products			281.4				23.7				32.0				289.7
BOC Edwards			(13.8	)			(22.8	)			32.1				41.1
Afrox hospitals			116.2				89.1				10.0				37.1
Gist			24.6				—				—				24.6
Corporate			(32.9	)			—				—				(32.9	)
			530.5				90.0				125.7				566.2

5.3	IFRS analysis by geographical segment for the year ended 30 September 2005

		3 Months to 31 Dec 2004
						Share of				Total Revenue
						Revenue of Joint				Including Share
						Ventures and				of Joint Ventures
		Group Revenue				Associates				and Associates
		£million				£million				£million
Europe			319.7				—				319.7
Americas			253.1				42.2				295.3
Africa			184.9				4.8				189.7
Asia			118.9				125.8				244.7
South Pacific			104.0				25.9				129.9
			980.6				198.7				1,179.3

		3 Months to 31 Mar 2005
						Share of				Total Revenue
						Revenue of Joint				Including Share
						Ventures and				of Joint Ventures
		Group Revenue				Associates				and Associates
		£million				£million				£million
Europe			325.6				—				325.6
Americas			249.1				36.6				285.7
Africa			186.3				5.1				191.4
Asia			106.0				121.7				227.7
South Pacific			101.1				20.4				121.5
			968.1				183.8				1,151.9

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		3 Months to 30 Jun 2005
										Total Revenue
						Share of				Including Share
						Revenue of				of Joint
		Group				Joint Ventures				Ventures and
		Revenue				and Associates				Associates
		£million				£million				£million
Europe			320.4				—				320.4
Americas			256.2				46.2				302.4
Africa			77.7				23.9				101.6
Asia			106.8				120.9				227.7
South Pacific			110.1				30.5				140.6
			871.2				221.5				1,092.7

		3 Months to 30 Sep 2005
						Share of				Total Revenue
						Revenue of Joint				Including Share
						Ventures and				of Joint Ventures
		Group Revenue				Associates				and Associates
		£million				£million				£million
Europe			335.1				—				335.1
Americas			282.0				56.7				338.7
Africa			79.4				23.9				103.3
Asia			123.4				128.7				252.1
South Pacific			114.9				37.0				151.9
			934.8				246.3				1,181.1

		Year to 30 Sep 2005
						Share of				Total Revenue
						Revenue of Joint				Including Share
						Ventures and				of Joint Ventures
		Group Revenue				Associates				and Associates
		£million				£million				£million
Europe			1,300.8				—				1,300.8
Americas			1,040.4				181.7				1,222.1
Africa			528.3				57.7				586.0
Asia			455.1				497.1				952.2
South Pacific			430.1				113.8				543.9
			3,754.7				850.3				4,605.0

		3 Months to 31 Dec 2004
						Adjusted for
						Exceptional and				Share of
						Certain				Operating Profit of
		Group				Re-measurement				Joint Ventures				Total Adjusted
		Operating Profit				Items				and Associates				Operating Profit
		£million				£million				£million				£million
Europe			41.4				—				—				41.4
Americas			16.7				—				5.2				21.9
Africa			27.7				—				1.2				28.9
Asia			12.6				—				20.3				32.9
South Pacific			20.9				—				1.5				22.4
			119.3				—				28.2				147.5

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		3 Months to 31 Mar 2005
						Adjusted for
						Exceptional and				Share of
						Certain				Operating Profit of
		Group				Re-measurement				Joint Ventures				Total Adjusted
		Operating Profit				Items				and Associates				Operating Profit
		£million				£million				£million				£million
Europe			36.1				—				—				36.1
Americas			27.7				10.5				5.9				23.1
Africa			119.1				91.1				1.5				29.5
Asia			14.4				—				21.4				35.8
South Pacific			18.6				—				0.5				19.1
			215.9				101.6				29.3				143.6

		3 Months to 30 Jun 2005
						Adjusted for
						Exceptional and				Share of
						Certain				Operating Profit of
		Group				Re-measurement				Joint Ventures				Total Adjusted
		Operating Profit				Items				and Associates				Operating Profit
		£million				£million				£million				£million
Europe			33.0				(4.9	)			—				37.9
Americas			15.6				(3.2	)			6.4				25.2
Africa			11.6				(0.1	)			3.3				15.0
Asia			13.8				—				18.8				32.6
South Pacific			20.2				—				3.1				23.3
			94.2				(8.2	)			31.6				134.0

		3 Months to 30 Sep 2005
						Adjusted for
						Exceptional and				Share of
						Certain				Operating Profit of
		Group				Re-measurement				Joint Ventures				Total Adjusted
		Operating Profit				Items				and Associates				Operating Profit
		£million				£million				£million				£million
Europe			31.9				(0.7	)			—				32.6
Americas			20.8				(0.8	)			8.4				30.0
Africa			11.0				(1.9	)			4.4				17.3
Asia			14.8				—				19.1				33.9
South Pacific			22.6				—				4.7				27.3
			101.1				(3.4	)			36.6				141.1

		Year to 30 Sep 2005
						Adjusted for
						Exceptional and				Share of
						Certain				Operating Profit of
		Group				Re-measurement				Joint Ventures				Total Adjusted
		Operating Profit				Items				and Associates				Operating Profit
		£million				£million				£million				£million
Europe			142.4				(5.6	)			—				148.0
Americas			80.8				6.5				25.9				100.2
Africa			169.4				89.1				10.4				90.7
Asia			55.6				—				79.6				135.2
South Pacific			82.3				—				9.8				92.1
			530.5				90.0				125.7				566.2

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		Year to
		30 Sep 2005
		£million
Share of operating profit of joint ventures and associates			125.7
Less: share of interest of joint ventures and associates			(29.3	)
Less: share of taxation of joint ventures and associates			(29.7	)
Share of post tax profits of joint ventures and associates			66.7

6	Appendix two — IFRS accounting policies

•	Basis of preparation This financial information has been prepared in accordance with the Group’s IFRS accounting policies as set out below.
	The financial statements are based on the historical cost accounting convention except where noted below in individual policy sections.
	As IFRSs are subject to ongoing review and possible amendment or interpretive guidance, the Group’s accounting policies are therefore subject to change.
•	Basis of consolidation The Group accounts include the accounts of the parent undertaking and of all subsidiaries, and its share of joint ventures and associates.
	The results of businesses acquired during the year are included from the effective date of acquisition. The results of businesses disposed of during the year are included up to the date of relinquishing control. Material, separately identifiable business segments disposed of are analysed as discontinued operations and prior years’ analyses are restated to reflect those businesses as discontinued.
	The financial statements of subsidiaries, joint ventures and associates are included in the Group accounts using accounting policies consistent with those of the Group.
•	Basis of translation The financial statements of each of the Group’s entities are prepared using their functional currency, which is the currency of the primary economic environment in which they operate. The functional currency of The BOC Group plc is sterling and the presentation currency of the Group is sterling.
•	Exchange The income statement and other period statements of the Group’s overseas operations are translated at average rates of exchange for the financial year. Assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the financial year-end. Assets or liabilities swapped into other currencies are accounted for in those currencies. Exchange differences are dealt with as a movement in reserves where they arise from:

	i)	the translation of the opening net assets of foreign operations;
	ii)	the retranslation of retained earnings of foreign operations from average to closing rates of exchange; and
	iii)	the translation or conversion of long-term foreign currency borrowings taken to hedge foreign currency assets.

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i)	a fixed charge for the use of production or storage facilities. This is recognised on a straight line basis over the period of the contract. Where the charge is in respect of production facilities, it will also typically include the supply of a specified volume of product.
ii)	a variable charge for the supply of product, or the supply of product in excess of a specified contract volume. This is recognised when the risks and rewards of ownership are transferred to the customer.

a)	profits or losses on disposal of businesses
b)	the costs of business restructuring or reorganisation
c)	impairments of assets
d)	the impact of movements in exchange rates on non-permanent inter-company loans

a)	profits or losses on disposal of businesses
b)	the costs of business restructuring or reorganisation
c)	impairments of assets
d)	the impact of movements in exchange rates on non-permanent inter-company loans
e)	the ineffectiveness arising on hedging activities under IAS 39 and

f)	fair value movements relating to financial and derivative instruments (including embedded derivatives) recorded at fair value that are not in hedging relationships under IAS 39

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Table of Contents

a)	Goodwill

b)	Other intangible assets

140

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Freehold property:		2% - 4%
Leasehold property:		2% - 4%
Plant and machinery:		3% - 10%
Cylinders:		4% - 10%
Motor vehicles:		15% - 25%

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a)	cash on hand and demand deposits
b)	short-term highly liquid investments with an original maturity of 3 months or less.
c)	bank overdrafts repayable on demand.

•	Foreign exchange transaction exposures The Group generally hedges actual and forecast foreign exchange exposures up to two years ahead. Forward contracts are used to hedge the forecast exposure and any gains or losses resulting from changes in exchange rates on contracts designated as hedges of forecast foreign exchange are deferred until the financial period in which they are realised. If the contract ceases to be a hedge, any gains and losses are recognised through the income statement.
•	Balance sheet translation exposures A large proportion of the Group’s net assets are denominated in currencies other than sterling. Where practicable and cost effective the Group hedges these balance sheet translation exposures by borrowing in relevant currencies and markets and by the use of currency swaps. Currency swaps are used only as balance sheet hedging instruments, and the Group does not hedge the currency translation of its income statement. Exchange gains and losses arising on the notional principal of these currency swaps during their life and at termination or maturity are dealt with as a movement in reserves. If the swap ceases to be a hedge of the underlying transaction, any gains or losses are recognised in the income statement.
•	Interest rate risk exposures The Group hedges its exposure to movements in interest rates associated with its borrowings primarily by means of interest rate swaps and forward rate agreements. Interest payments and receipts on these agreements are included with net interest payable. They are not revalued to fair value and are not shown on the Group balance sheet at the balance sheet date.

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a)	A fair value hedge, such as a fixed to floating interest rate swap, is a hedge of the exposure to changes in the fair value of a recognised asset or liability. The gain or loss from re-measuring the hedging instrument at fair value is recognised in the income statement. At the same time, the carrying amount of the hedged item is adjusted for the gain or loss attributable to the hedged risk and similarly recognised in the income statement.
b)	A cash flow hedge, such as a floating to fixed interest rate swap, or a forward foreign exchange contract, is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability, or a forecast transaction. The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised in shareholders’ equity and the ineffective portion is recognised in the income statement. If the hedged cash flows result in the recognition of a non-financial asset or liability, the associated gains or losses previously recognised in shareholders’ equity are included in the initial measurement of the asset or liability. For all other cash flow hedges, the gains or losses that are recognised in shareholders’ equity are transferred to the income statement in the same period in which the hedged cash flows affect the income statement.
c)	A net investment hedge, such as a currency swap, is a hedge of the exposure to changes in the value of the net assets of the Group’s foreign operations. The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised in shareholders’ equity and the ineffective portion is recognised in the income statement. The gain or loss on the hedging instrument relating to the effective portion of the hedge that has been recognised in shareholders’ equity, together with the associated gain or loss on disposal of the net investment, is recognised in the income statement on disposal of the foreign operation.

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1st Half 2006

1st Half 2005

2nd Qtr 2006

2nd Qtr 2005

Group revenue

£1,986.8m

£1,948.7m

£1,013.3m

£968.1m

Total revenue(2)

£2,465.2m

£2,331.2m

£1,241.1m

£1,151.9m

Group operating profit

£208.9m

£335.2m

£95.9m

£215.9m

Total adjusted operating profit(2)(3)

£303.4m

£291.1m

£152.4m

£143.6m

Group earnings per share

32.9p

43.7p

15.0p

27.0p

Adjusted earnings per share(3)

36.6p

33.6p

18.4p

16.9p

(1)	These results and comparative figures are reported under IFRS
(2)	‘Total’ means including Group share of joint ventures and associates.
(3)	‘Adjusted’ means excluding exceptional and certain re-measurement items (see note 4, page 162 of this document).
(4)	Further comparisons are made with the same period a year ago at constant exchange rates.
(5)	This announcement is unaudited.

•	The positive trend of the first quarter continued in the second quarter.
•	Within the gases businesses, Process Gas Solutions performed particularly strongly. Total revenue for the half year was up 16 per cent on a constant currency basis. Some of this came from higher prices to recover energy costs but underlying growth was 9 per cent. Total adjusted operating profit was up 11 per cent.
•	Industrial and Special Products performed particularly well in north America, Africa and the south Pacific but overall growth was held back by challenging conditions in the UK.
•	BOC Edwards’ total revenue picked up strongly in the second quarter, with better sales of semiconductor equipment. For the half year, adjusted operating profit improved significantly.
•	Even with the increased capital devoted to projects under construction, adjusted return on capital was 15.9 per cent in the second quarter — the same as in the first quarter.

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Change at

Change as

Constant

2006

2005

Reported

Currency(3)(4)

Excluding exceptional and certain re-measurement items(1)(4)

6 months to 31 March

Total revenue(2)

£2,465.2m

£2,331.2m

+6

%

+2

%

Total adjusted operating profit(2)

£303.4m

£291.1m

+4

%

0

%

Adjusted profit attributable to equity shareholders

£183.5m

£165.9m

+11

%

+8

%

Adjusted earnings per share

36.6p

33.6p

+9

%

+6

%

2nd quarter to 31 March

Total revenue(2)

£1,241.1m

£1,151.9m

+8

%

+3

%

Total adjusted operating profit(2)

£152.4m

£143.6m

+6

%

+1

%

Adjusted profit attributable to equity shareholders

£92.7m

£83.2m

+11

%

+8

%

Adjusted earnings per share

18.4p

16.9p

+9

%

+6

%

Statutory results

6 months to 31 March

Group revenue

£1,986.8m

£1,948.7m

+2

%

-2

%

Group operating profit

£208.9m

£335.2m

-38

%

-40

%

Profit attributable to equity shareholders

£165.0m

£216.1m

-24

%

-26

%

Group earnings per share

32.9p

43.7p

-25

%

-27

%

2nd quarter to 31 March

Group revenue

£1,013.3m

£968.1m

+5

%

0

%

Group operating profit

£95.9m

£215.9m

-56

%

-58

%

Profit attributable to equity shareholders

£75.7m

£133.8m

-43

%

-45

%

Group earnings per share

15.0p

27.0p

-44

%

-46

%

(1)	Results excluding exceptional and certain re-measurement items are used by management to measure performance. They are shown in order to reveal business trends more clearly than statutory results, which include such items. (See note 4, page 162 of this document)
(2)	‘Total’ figures include The BOC Group’s share of joint ventures and associates.
(3)	In order to show underlying business trends, results are also compared at constant exchange rates to eliminate the effects of translating overseas results into sterling at varying rates.
(4)	Unless otherwise stated, all the commentaries that follow are on the basis of total adjusted results that exclude exceptional and certain re-measurement items and comparisons are at constant exchange rates (with the exclusion of Zimbabwe, where hyperinflation distorts constant currency comparisons). Segment results are shown on this basis below.
(5)	Full statutory results are on pages 151 to 165 of this document.

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		6 Months to 31 March 2006																Fiscal Second Quarter
										Total																Total
										Adjusted																Adjusted
Business Segments		Total								Operating								Total								Operating
£ million		Revenue								Profit								Revenue								Profit
Process Gas Solutions			851.2				+16	%			115.9				+11	%			421.6				+15	%			59.3				+12	%
Industrial and Special Products			936.4				+8	%			149.7				+2	%			474.8				+11	%			74.3				+5	%
BOC Edwards			443.4				+6	%			26.5				+32	%			229.5				+10	%			15.0				+50	%
Afrox hospitals			47.5				-80	%			8.2				-74	%			25.0				-80	%			3.7				-80	%
Gist			186.7				+22	%			14.0				+15	%			90.2				+23	%			5.6				-8	%
Corporate											(10.9	)															(5.5	)
Group total			2,465.2				+2	%			303.4				+0	%			1,241.1				+3	%			152.4				+1	%

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148

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149

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150

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		6 Months to 31 Mar 2006													6 Months to 31 Mar 2005													Year to 30 Sep 2005
		Before								After					Before								After					Before								After
		Exceptional				Exceptional				Exceptional					Exceptional				Exceptional				Exceptional					Exceptional				Exceptional				Exceptional
		and Certain				and Certain				and Certain					and Certain				and Certain				and Certain					and Certain				and Certain				and Certain
		Re-				Re-				Re-					Re-				Re-				Re-					Re-				Re-				Re-
		measurement				measurement				measurement					measurement				measurement				measurement					measurement				measurement				measurement
		Items				Items				Items					Items				Items				Items					Items				Items				Items
		£ million				£ million				£ million					£ million				£ million				£ million					£ million				£ million				£ million
Group revenue			1,986.8				—				1,986.8					1,948.7				—				1,948.7					3,754.7				—				3,754.7
Restructuring			—				(5.3	)			(5.3	)				—				—				—					—				(22.8	)			(22.8	)
Profit on disposal of business			—				—				—					—				91.1				91.1					—				102.3				102.3
Profit on disposal of investments			—				—				—					—				10.5				10.5					—				10.5				10.5
Cost of sales and other net operating expenses			(1,748.0	)			(24.6	)			(1,772.6	)				(1,715.1	)			—				(1,715.1	)				(3,314.2	)			—				(3,314.2	)
Group operating profit			238.8				(29.9	)			208.9					233.6				101.6				335.2					440.5				90.0				530.5
Finance costs			(33.7	)			8.2				(25.5	)				(39.0	)			2.3				(36.7	)				(81.9	)			8.3				(73.6	)
Finance income			13.9				—				13.9					15.4				—				15.4					34.3				—				34.3
Net finance income from pensions			11.9				—				11.9					9.7				—				9.7					19.2				—				19.2
Share of post tax profits of joint ventures and associates			32.9				(0.6	)			32.3					30.4				—				30.4					66.7				—				66.7
Profit before taxation			263.8				(22.3	)			241.5					250.1				103.9				354.0					478.8				98.3				577.1
Taxation			(62.3	)			3.2				(59.1	)				(57.9	)			(17.7	)			(75.6	)				(102.3	)			(31.8	)			(134.1	)
Profit for the period			201.5				(19.1	)			182.4					192.2				86.2				278.4					376.5				66.5				443.0
Profit attributable to equity shareholders			183.5				(18.5	)			165.0					165.9				50.2				216.1					335.7				38.1				373.8
Profit attributable to minority interests			18.0				(0.6	)			17.4					26.3				36.0				62.3					40.8				28.4				69.2
Profit for the period			201.5				(19.1	)			182.4					192.2				86.2				278.4					376.5				66.5				443.0
Earnings per share
— basic											32.9	p												43.7	p												75.5	p
— diluted											32.6	p												43.6	p												75.3	p
Dividends
— proposed (£million)											81.6													78.6													204.1
— paid (£million)											81.6													78.6													204.1
— proposed per share											16.3	p												15.9	p												41.2	p
— paid per share											16.3	p												15.9	p												41.2	p
Revenue including share of joint ventures and associates			2,465.2				—				2,465.2					2,331.2				—				2,331.2					4,605.0				—				4,605.0
Operating profit including share of joint ventures and associates			303.4				(30.7	)			272.7					291.1				101.6				392.7					566.2				90.0				656.2

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		3 Months to 31 Mar 2006													3 Months to 31 Mar 2005
		Before								After					Before								After
		Exceptional				Exceptional				Exceptional					Exceptional				Exceptional				Exceptional
		and Certain				and Certain				and Certain					and Certain				and Certain				and Certain
		Re-measurement				Re-measurement				Re-measurement					Re-measurement				Re-measurement				Re-measurement
		Items				Items				Items					Items				Items				Items
		£ million				£ million				£ million					£ million				£ million				£ million
Group revenue			1,013.3				—				1,013.3					968.1				—				968.1
Restructuring			—				(5.3	)			(5.3	)				—				—				—
Profit on disposal of business			—				—				—					—				91.1				91.1
Profit on disposal of investments			—				—				—					—				10.5				10.5
Cost of sales and other net operating expenses			(893.0	)			(19.1	)			(912.1	)				(853.8	)			—				(853.8	)
Group operating profit			120.3				(24.4	)			95.9					114.3				101.6				215.9
Finance costs			(16.6	)			4.4				(12.2	)				(20.8	)			2.6				(18.2	)
Finance income			7.3				—				7.3					8.7				—				8.7
Net finance income from pensions			6.0				—				6.0					4.8				—				4.8
Share of post tax profits of joint ventures and associates			15.7				—				15.7					15.8				—				15.8
Profit before taxation			132.7				(20.0	)			112.7					122.8				104.2				227.0
Taxation			(31.5	)			2.4				(29.1	)				(25.5	)			(17.6	)			(43.1	)
Profit for the period			101.2				(17.6	)			83.6					97.3				86.6				183.9
Profit attributable to equity shareholders			92.7				(17.0	)			75.7					83.2				50.6				133.8
Profit attributable to minority interests			8.5				(0.6	)			7.9					14.1				36.0				50.1
Profit for the period			101.2				(17.6	)			83.6					97.3				86.6				183.9
Earnings per share
— basic											15.0	p												27.0	p
— diluted											14.8	p												26.9	p
Dividends
— proposed (£million)											—													—
— paid (£million)											81.6													78.6
— proposed per share											—													—
— paid per share											16.3	p												15.9	p
Revenue including share of joint ventures and associates			1,241.1				—				1,241.1					1,151.9				—				1,151.9
Operating profit including share of joint ventures and associates			152.4				(24.5	)			127.9					143.6				101.6				245.2

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		At 31 Mar				At 31 Mar				At 30 Sep
		2006				2005				2005
		£million				£million				£million
Non-current assets:
Goodwill			141.6				143.7				140.2
Intangible assets			83.9				74.7				88.5
Property, plant and equipment			2,640.3				2,368.7				2,549.8
Investment property			—				11.2				11.1
Investment in joint ventures and associates			696.2				600.7				635.2
Other investments			10.9				12.7				14.6
Other receivables			19.0				16.3				18.4
Retirement benefit assets			163.6				107.8				136.7
Deferred tax assets			18.0				19.0				31.4
Derivative financial instruments			7.3				—				—
			3,780.8				3,354.8				3,625.9
Current assets:
Inventories			312.9				289.1				306.3
Trade and other receivables			772.0				675.6				710.5
Other investments			16.7				16.4				16.4
Derivative financial instruments			7.4				—				—
Cash and deposits			512.9				334.6				191.0
			1,621.9				1,315.7				1,224.2
Total assets			5,402.7				4,670.5				4,850.1
Current liabilities:
Borrowings and finance leases			(680.3	)			(239.9	)			(259.2	)
Derivative financial instruments			(10.0	)			—				—
Trade and other payables			(696.1	)			(638.9	)			(741.1	)
Provisions			(36.8	)			(25.0	)			(30.4	)
Current tax liabilities			(120.2	)			(129.3	)			(154.4	)
			(1,543.4	)			(1,033.1	)			(1,185.1	)
Net current assets			78.5				282.6				39.1
Total assets less current liabilities			3,859.3				3,637.4				3,665.0
Non-current liabilities:
Borrowings and finance leases			(682.1	)			(872.9	)			(771.5	)
Derivative financial instruments			(1.7	)			—				—
Other payables			(42.4	)			(23.3	)			(35.8	)
Provisions			(85.6	)			(64.6	)			(90.6	)
Retirement benefit obligations			(470.3	)			(525.4	)			(542.5	)
Deferred tax liabilities			(210.2	)			(190.2	)			(184.2	)
			(1,492.3	)			(1,676.4	)			(1,624.6	)
Net assets			2,367.0				1,961.0				2,040.4
Total shareholders’ equity			2,236.2				1,779.9				1,930.1
Minority interest in equity			130.8				181.1				110.3
Total equity			2,367.0				1,961.0				2,040.4

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		6 Months to				6 Months to				Year to
		31 Mar				31 Mar				30 Sep
		2006				2005				2005
		£ million				£ million				£ million
Profit before taxation			241.5				354.0				577.1
Adjusted for:
Finance costs			25.5				36.7				73.6
Finance income			(13.9	)			(15.4	)			(34.3	)
Net finance income from pensions			(11.9	)			(9.7	)			(19.2	)
Exceptional and certain re-measurement operating items			29.9				(101.6	)			(90.0	)
Depreciation and amortisation			150.0				149.2				291.1
Net retirement benefits charge less contributions			(10.7	)			(6.6	)			(15.7	)
Share of profit after tax of joint ventures and associates			(32.3	)			(30.4	)			(66.7	)
Changes in working capital and other items			(86.4	)			(114.1	)			(34.3	)
Exceptional cash flows			(6.9	)			(10.1	)			(16.9	)
Dividends from joint ventures and associates			18.5				16.3				51.1
Tax paid			(61.4	)			(52.6	)			(118.4	)
Net cash flow from operating activities			241.9				215.7				597.4
Purchases of property, plant and equipment			(206.0	)			(146.8	)			(331.8	)
Sales of property, plant and equipment			15.0				7.2				23.4
Sales of investment property			17.0				—				—
Purchases of intangible fixed assets			(5.1	)			(10.4	)			(23.3	)
Net sales/(purchases) of current asset investments			0.1				3.5				4.7
Net sales/(purchases) of trade and other investments			1.1				26.9				26.6
Acquisition of businesses			(11.6	)			(31.7	)			(54.8	)
Disposal of businesses			11.4				219.0				200.8
Receipt from capital restructuring of joint venture			—				—				17.0
Net (investments in)/repayments from joint ventures and associates			(24.9	)			(29.7	)			(34.2	)
Net cash flow from investing activities			(203.0	)			38.0				(171.6	)
Net interest paid			(40.5	)			(38.3	)			(65.2	)
Dividends paid to minorities in subsidiaries			(7.5	)			(7.6	)			(66.4	)
Equity dividends paid			(81.6	)			(78.6	)			(204.1	)
Issues of shares			109.1				13.4				9.6
Net increase/(decrease) in debt			60.2				(32.3	)			(129.8	)
Net cash flow from financing activities			39.7				(143.4	)			(455.9	)
Net increase/(decrease) in cash and cash equivalents			78.6				110.3				(30.1	)
Cash and cash equivalents at start of period			182.1				224.6				224.6
Exchange			8.0				(5.3	)			(12.4	)
Cash and cash equivalents at end of period			268.7				329.6				182.1
Cash and cash equivalents comprise:
Cash at bank and in hand			507.9				316.8				177.8
Bank overdrafts repayable on demand			(244.2	)			(5.0	)			(8.9	)
Deposits with original maturity of less than 90 days			5.0				17.8				13.2
			268.7				329.6				182.1

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		3 Months to				3 Months to
		31 Mar				31 Mar
		2006				2005
		£ million				£ million
Profit before taxation			112.7				227.0
Adjusted for:
Finance costs			12.2				18.2
Finance income			(7.3	)			(8.7	)
Net finance income from pensions			(6.0	)			(4.8	)
Exceptional and certain re-measurement operating items			24.4				(101.6	)
Depreciation and amortisation			75.6				74.1
Net retirement benefits charge less contributions			(8.0	)			(3.6	)
Share of profit after tax of joint ventures and associates			(15.7	)			(15.8	)
Changes in working capital and other items			2.6				(2.0	)
Exceptional cash flows			(5.9	)			(3.8	)
Dividends from joint ventures and associates			16.3				15.0
Tax paid			(46.2	)			(38.5	)
Net cash flow from operating activities			154.7				155.5
Purchases of property, plant and equipment			(105.2	)			(79.5	)
Sales of property, plant and equipment			12.4				3.1
Purchases of intangible fixed assets			(2.6	)			(7.8	)
Net sales/(purchases) of current asset investments			(0.6	)			2.1
Net sales/(purchases) of trade and other investments			1.0				17.8
Acquisition of businesses			(2.5	)			(24.0	)
Disposal of businesses			—				195.6
Net (investments in)/repayments from joint ventures and associates			(8.3	)			(37.1	)
Net cash flow from investing activities			(105.8	)			70.2
Net interest paid			(15.5	)			(16.6	)
Dividends paid to minorities in subsidiaries			(6.6	)			(5.9	)
Equity dividends paid			(81.6	)			(78.6	)
Issues of shares			81.9				12.7
Net increase/(decrease) in debt			52.9				(22.3	)
Net cash flow from financing activities			31.1				(110.7	)
Net increase in cash and cash equivalents			80.0				115.0
Cash and cash equivalents at start of period			181.3				222.2
Exchange			7.4				(7.6	)
Cash and cash equivalents at end of period			268.7				329.6
Cash and cash equivalents comprise:
Cash at bank and in hand			507.9				316.8
Bank overdrafts repayable on demand			(244.2	)			(5.0	)
Deposits with original maturity of less than 90 days			5.0				17.8
			268.7				329.6

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		6 Months to				6 Months to				Year to
		31 Mar 2006				31 Mar 2005				30 Sep 2005
		£ million				£ million				£ million
Actuarial gain/(loss) recognised on the pensions schemes			75.9				(4.2	)			(13.9	)
Movement on tax relating to actuarial gain/(loss) on pensions			(24.5	)			1.9				1.7
Net investment hedges			2.5				—				—
Cash flow hedges			0.9				—				—
Credit in respect of employee share options			6.1				6.6				14.0
Tax on share options			18.1				0.7				3.3
Exchange translation effect on:
— results for the period			1.3				(7.4	)			9.5
— foreign currency net investments			41.6				(16.5	)			74.6
Net profit/ (loss) recognised directly in equity			121.9				(18.9	)			89.2
Profit for the period			182.4				278.4				443.0
Total recognised income and expense for the period			304.3				259.5				532.2
Attributable to:
Equity shareholders			282.0				200.9				457.5
Minority interests			22.3				58.6				74.7
			304.3				259.5				532.2

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2.	Exchange rates

		6 Months to				6 Months to				Year to
		31 Mar 2006				31 Mar 2005				30 Sep 2005
Average rates:
– US dollar			1.75				1.88				1.85
– Australian dollar			2.36				2.45				2.41
– Japanese yen			204.84				197.40				198.20
– South African rand			11.10				11.31				11.54
Period end rates:
– US dollar			1.73				1.89				1.77
– Australian dollar			2.43				2.44				2.32
– Japanese yen			204.66				202.11				200.51
– South African rand			10.69				11.76				11.25

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		6 Months to 31 Mar 2006													6 Months to 31 Mar 2005													Year to 30 Sep 2005
										Total													Total													Total
						Share of				Revenue													Revenue													Revenue
						Revenue				Including									Share of				Including									Share of				Including
						of				Share									Revenue of				Share									Revenue of				Share
						Joint				of Joint									Joint				of Joint									Joint				of Joint
						Ventures				Ventures									Ventures				Ventures									Ventures				Ventures
		Group				and				and					Group				and				and					Group				and				and
		Revenue				Associates				Associates					Revenue				Associates				Associates					Revenue				Associates				Associates
		£ million				£ million				£ million					£ million				£ million				£ million					£ million				£ million				£ million
Business analysis:
Process Gas Solutions			659.1				192.1				851.2					546.2				156.7				702.9					1,126.7				339.6				1,466.3
Industrial and Special Products			806.5				129.9				936.4					722.3				115.8				838.1					1,469.2				252.5				1,721.7
BOC Edwards			334.5				108.9				443.4					305.5				100.1				405.6					625.5				200.5				826.0
Afrox hospitals			—				47.5				47.5					221.7				9.9				231.6					217.4				57.7				275.1
Gist			186.7				—				186.7					153.0				—				153.0					315.9				—				315.9
			1,986.8				478.4				2,465.2					1,948.7				382.5				2,331.2					3,754.7				850.3				4,605.0
Geographical analysis:
Europe			717.8				—				717.8					645.3				—				645.3					1,300.8				—				1,300.8
Americas			591.8				115.2				707.0					502.2				78.8				581.0					1,040.4				181.7				1,222.1
Africa			184.3				47.5				231.8					371.2				9.9				381.1					528.3				57.7				586.0
Asia			265.6				261.7				527.3					224.9				247.5				472.4					455.1				497.1				952.2
South Pacific			227.3				54.0				281.3					205.1				46.3				251.4					430.1				113.8				543.9
			1,986.8				478.4				2,465.2					1,948.7				382.5				2,331.2					3,754.7				850.3				4,605.0

		3 Months to 31 Mar 2006													3 Months to 31 Mar 2005
										Total													Total
										Revenue													Revenue
						Share of				Including									Share of				Including
						Revenue of				Share									Revenue of				Share
						Joint				of Joint									Joint				of Joint
						Ventures				Ventures									Ventures				Ventures
		Group				and				and					Group				and				and
		Revenue				Associates				Associates					Revenue				Associates				Associates
		£ million				£ million				£ million					£ million				£ million				£ million
Business analysis:
Process Gas Solutions			334.8				86.8				421.6					274.1				75.4				349.5
Industrial and Special Products			412.0				62.8				474.8					353.4				54.6				408.0
BOC Edwards			176.3				53.2				229.5					152.7				48.7				201.4
Afrox hospitals			—				25.0				25.0					114.5				5.1				119.6
Gist			90.2				—				90.2					73.4				—				73.4
			1,013.3				227.8				1,241.1					968.1				183.8				1,151.9
Geographical analysis:
Europe			358.1				—				358.1					325.6				—				325.6
Americas			305.5				48.6				354.1					249.1				36.6				285.7
Africa			95.1				25.0				120.1					186.3				5.1				191.4
Asia			141.3				129.2				270.5					106.0				121.7				227.7
South Pacific			113.3				25.0				138.3					101.1				20.4				121.5
			1,013.3				227.8				1,241.1					968.1				183.8				1,151.9

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c)	Group operating profit and total adjusted operating profit by business for the 6 months to 31 March 2006 were as follows:

		6 Months to 31 Mar 2006
						Adjusted for				Share of
						Exceptional and				Adjusted				Total
		Group				Certain				Operating Profit				Adjusted
		Operating				Re-measurement				of Joint Ventures				Operating
		Profit				Items				and Associates				Profit
		£ million				£ million				£ million				£ million
Process Gas Solutions			79.6				(9.5	)			26.8				115.9
Industrial and Special Products			135.5				(2.1	)			12.1				149.7
BOC Edwards			5.5				(3.5	)			17.5				26.5
Afrox hospitals			—				—				8.2				8.2
Gist			13.8				(0.2	)			—				14.0
Corporate			(25.5	)			(14.6	)			—				(10.9	)
			208.9				(29.9	)			64.6				303.4

		6 Months to 31 Mar 2005
						Adjusted for				Share of
						Exceptional and				Adjusted				Total
		Group				Certain				Operating Profit				Adjusted
		Operating				Re-measurement				of Joint Ventures				Operating
		Profit				Items				and Associates				Profit
		£ million				£ million				£ million				£ million
Process Gas Solutions			74.7				—				25.0				99.7
Industrial and Special Products			137.6				10.5				14.4				141.5
BOC Edwards			4.4				—				15.4				19.8
Afrox hospitals			118.7				91.1				2.7				30.3
Gist			12.2				—				—				12.2
Corporate			(12.4	)			—				—				(12.4	)
			335.2				101.6				57.5				291.1

		Year to 30 Sep 2005
						Adjusted for				Share of
						Exceptional and				Adjusted				Total
		Group				Certain				Operating Profit				Adjusted
		Operating				Re-measurement				of Joint Ventures				Operating
		Profit				Items				and Associates				Profit
		£ million				£ million				£ million				£ million
Process Gas Solutions			155.0				—				51.6				206.6
Industrial and Special Products			281.4				23.7				32.0				289.7
BOC Edwards			(13.8	)			(22.8	)			32.1				41.1
Afrox hospitals			116.2				89.1				10.0				37.1
Gist			24.6				—				—				24.6
Corporate			(32.9	)			—				—				(32.9	)
			530.5				90.0				125.7				566.2

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d)	Group operating profit and total adjusted operating profit by business for the three months to 31 March 2006 were as follows:

		3 Months to 31 Mar 2006
						Adjusted for				Share of
						Exceptional and				Adjusted				Total
		Group				Certain				Operating Profit				Adjusted
		Operating				Re-measurement				of Joint Ventures				Operating
		Profit				Items				and Associates				Profit
		£ million				£ million				£ million				£ million
Process Gas Solutions			41.4				(3.9	)			14.0				59.3
Industrial and Special Products			66.9				(2.1	)			5.3				74.3
BOC Edwards			2.4				(3.5	)			9.1				15.0
Afrox hospitals			—				—				3.7				3.7
Gist			5.4				(0.2	)			—				5.6
Corporate			(20.2	)			(14.7	)			—				(5.5	)
			95.9				(24.4	)			32.1				152.4

		3 Months to 31 Mar 2005
						Adjusted for				Share of
						Exceptional and				Adjusted				Total
		Group				Certain				Operating Profit				Adjusted
		Operating				Re-measurement				of Joint Ventures				Operating
		Profit				Items				and Associates				Profit
		£ million				£ million				£ million				£ million
Process Gas Solutions			37.1				—				13.1				50.2
Industrial and Special Products			70.3				10.5				7.5				67.3
BOC Edwards			2.6				—				7.2				9.8
Afrox hospitals			107.3				91.1				1.5				17.7
Gist			6.1				—				—				6.1
Corporate			(7.5	)			—				—				(7.5	)
			215.9				101.6				29.3				143.6

e)	Group operating profit and total adjusted operating profit by geography for the six months to 31 March 2006 were as follows:

		6 Months to 31 Mar 2006
						Adjusted for				Share of
						Exceptional and				Adjusted				Total
		Group				Certain				Operating Profit				Adjusted
		Operating				Re-measurement				of Joint Ventures				Operating
		Profit				Items				and Associates				Profit
		£ million				£ million				£ million				£ million
Europe			50.5				(19.4	)			—				69.9
Americas			49.0				(3.7	)			11.6				64.3
Africa			35.0				(1.4	)			8.3				44.7
Asia			29.0				(5.3	)			43.7				78.0
South Pacific			45.4				(0.1	)			1.0				46.5
			208.9				(29.9	)			64.6				303.4

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		6 Months to 31 Mar 2005
						Adjusted for				Share of
						Exceptional and				Adjusted				Total
		Group				Certain				Operating Profit				Adjusted
		Operating				Re-measurement				of Joint Ventures				Operating
		Profit				Items				and Associates				Profit
		£ million				£ million				£ million				£ million
Europe			77.5				—				—				77.5
Americas			44.4				10.5				11.1				45.0
Africa			146.8				91.1				2.7				58.4
Asia			27.0				—				41.7				68.7
South Pacific			39.5				—				2.0				41.5
			335.2				101.6				57.5				291.1

		Year to 30 Sep 2005
						Adjusted for				Share of
						Exceptional and				Adjusted				Total
		Group				Certain				Operating Profit				Adjusted
		Operating				Re-measurement				of Joint Ventures				Operating
		Profit				Items				and Associates				Profit
		£ million				£ million				£ million				£ million
Europe			142.4				(5.6	)			—				148.0
Americas			80.8				6.5				25.9				100.2
Africa			169.4				89.1				10.4				90.7
Asia			55.6				—				79.6				135.2
South Pacific			82.3				—				9.8				92.1
			530.5				90.0				125.7				566.2

f)	Group operating profit and total adjusted operating profit by geography for the three months to 31 March 2006 were as follows:

		3 Months to 31 Mar 2006
						Adjusted for				Share of
						Exceptional and				Adjusted				Total
		Group				Certain				Operating Profit				Adjusted
		Operating				Re-measurement				of Joint Ventures				Operating
		Profit				Items				and Associates				Profit
		£ million				£ million				£ million				£ million
Europe			15.3				(18.6	)			—				33.9
Americas			28.7				(0.6	)			6.2				35.5
Africa			15.1				(1.4	)			3.7				20.2
Asia			15.4				(3.7	)			22.4				41.5
South Pacific			21.4				(0.1	)			(0.2	)			21.3
			95.9				(24.4	)			32.1				152.4

		3 Months to 31 Mar 2005
						Adjusted for				Share of
						Exceptional and				Adjusted				Total
		Group				Certain				Operating Profit				Adjusted
		Operating				Re-measurement				of Joint Ventures				Operating
		Profit				Items				and Associates				Profit
		£ million				£ million				£ million				£ million
Europe			36.1				—				—				36.1
Americas			27.7				10.5				5.9				23.1
Africa			119.1				91.1				1.5				29.5
Asia			14.4				—				21.4				35.8
South Pacific			18.6				—				0.5				19.1
			215.9				101.6				29.3				143.6

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4.	Exceptional and certain re-measurement items

			6 Months to				6 Months to				Year to
			31 Mar 2006				31 Mar 2005				30 Sep 2005
			£ million				£ million				£ million
Included within operating profit:
	Costs of proposed take-over			(16.8	)			—				—
	Restructuring			(5.3	)			—				(22.8	)
	Profit on disposal of businesses			—				91.1				102.3
	Profit on disposal of investments			—				10.5				10.5
	IAS 39 fair value movements and hedge ineffectiveness on financial instruments relating to operating activities			(7.8	)			—				—
				(29.9	)			101.6				90.0
Included within finance costs and finance income:
	Foreign exchange on non-permanent intercompany loans			3.1				2.3				8.3
	IAS 39 fair value movements and hedge ineffectiveness on financial instruments relating to financing activities			5.1				—				—
				8.2				2.3				8.3
Included within share of post tax profits of joint ventures and associates:
	IAS 39 fair value movements and hedge ineffectiveness on financial instruments relating to operating activities			(0.6	)			—				—
				(0.6	)			—				—
Total exceptional and certain re-measurement items				(22.3	)			103.9				98.3

5.	Earnings per share

			6 Months to				6 Months to				Year to
			31 Mar 2006				31 Mar 2005				30 Sep 2005
			pence				pence				pence
Statutory earnings per share:
	— Basic			32.9				43.7				75.5
	— Diluted			32.6				43.6				75.3
	Adjusted earnings per share:
	— Basic			36.6				33.6				67.8
	— Diluted			36.3				33.5				67.6

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		6 Months to				6 Months to				Year to
		31 Mar 2006				31 Mar 2005				30 Sep 2005
		£ million				£ million				£ million
Amounts used in computing the earnings per share:
Earnings attributable to ordinary shareholders for the period			165.0				216.1				373.8
Adjustment for exceptional and certain re-measurement items			18.5				(50.2	)			(38.1	)
Adjusted earnings attributable to ordinary shareholders for the period			183.5				165.9				335.7

			6 Months to				6 Months to				Year to
			31 Mar 2006				31 Mar 2005				30 Sep 2005
			million				million				million
Average number of 25p ordinary shares:
	Average issued share capital			507.1				499.5				500.4
	Less: average own shares held in trust			(5.0	)			(5.3	)			(5.4	)
	Basic			502.1				494.2				495.0
	Add: dilutive share options			3.9				1.1				1.6
	Diluted			506.0				495.3				496.6

6.	Tax

		6 Months to				6 Months to				Year to
		31 Mar 2006				31 Mar 2005				30 Sep 2005
		£ million				£ million				£ million
Profit before tax			241.5				354.0				577.1
Share of tax and minority interest of joint ventures and associates			15.3				13.0				29.7
Total profit before tax			256.8				367.0				606.8
Total exceptional and certain re-measurement items			22.5				(103.9	)			(98.3	)
Total adjusted profit before tax			279.3				263.1				508.5
Tax			59.1				75.6				134.1
Share of tax of joint ventures and associates			14.3				13.0				29.7
Total tax			73.4				88.6				163.8
Tax on total exceptional and certain re-measurement items			3.4				(17.7	)			(31.8	)
Total adjusted tax			76.8				70.9				132.0
Effective rate of total tax on total profit before tax			28.6	%			24.1	%			27.0	%
Effective rate of total adjusted tax on total adjusted profit before tax			27.5	%			26.9	%			26.0	%
Overseas tax included in total tax			61.8				71.3				137.9

7.	Net borrowings

		At 31 Mar 2006				At 31 Mar 2005				At 30 Sep 2005
		£ million				£ million				£ million
Cash and deposits			512.9				334.6				191.0
Borrowings repayable within one year			(680.3	)			(239.9	)			(259.2	)
Borrowings repayable in more than one year			(682.1	)			(872.9	)			(771.5	)
Net borrowings			(849.5	)			(778.2	)			(839.7	)

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8.	Movement in total equity

		6 Months to				6 Months to				Year to
		31 Mar 2006				31 Mar 2005				30 Sep 2005
		£million				£million				£million
Total recognised income and expense for the period			304.3				259.5				532.2
Dividends to equity shareholders			(81.6	)			(78.6	)			(204.1	)
Dividends to minority shareholders			(7.5	)			(7.6	)			(67.4	)
			215.2				173.3				260.7
Shares issued			99.0				14.2				32.6
Consideration paid for the purchase of own shares held in an ESOP trust			(14.7	)			(7.1	)			(8.2	)
Consideration received for the sale of own shares held in an ESOP trust			21.2				2.2				4.0
Acquisition of minority interests			—				(72.6	)			(76.7	)
Capital contributions by/ (repayments to) minority shareholders in subsidiaries			5.7				4.2				(18.8	)
Net increase in total equity for the period			326.4				114.2				193.6
Total equity — at 1 October as previously reported			2,040.4				1,846.8				1,846.8
Adoption of IAS 32 and IAS 39			0.2				—				—
Total equity — at 1 October including IAS 32 and IAS 39			2,040.6				1,846.8				1,846.8
Total equity — at period end			2,367.0				1,961.0				2,040.4
Attributable to:
Equity shareholders			2,236.2				1,779.9				1,930.1
Minority interests			130.8				181.1				110.3
			2,367.0				1,961.0				2,040.4

9.	Contingent liabilities

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10.	Reconciliation of equity from UK GAAP to IFRS at 31 March 2005

		At 31 Mar 2005
		£ million
Total capital and reserves — UK GAAP			1,919.5
Goodwill			49.0
Share based payments			3.6
Pensions			(31.5	)
Short-term employee benefits			(7.3	)
Development costs			5.3
Deferred taxation			(39.6	)
Adjustment on disposal of subsidiary			68.3
Other			(6.3	)
Total IFRS adjustments			41.5
Total equity IFRS restated			1,961.0

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ADR Record Date		Monday 24 July 2006
Latest date and time for receipt by the Depositary of completed ADS Voting Instruction Cards from registered holders of BOC ADSs(1)		3:00 p.m. (New York time) on Friday 11 August 2006
Court Meeting		2:00 p.m. (London time) on Wednesday 16 August 2006
EGM		2:15 p.m. (London time) on Wednesday 16 August 2006
Last day of dealings in, and for registration of transfers of, BOC ADSs		Monday 4 September 2006
Dealings in BOC ADSs suspended(2)		5:00 p.m. (New York time) on Monday 4 September 2006
Effective Date of the Scheme		Tuesday 5 September 2006

(1)	If you hold your BOC ADSs indirectly, you must rely on the procedures of the bank, broker, financial institution or share plan administrator through which you hold your BOC ADSs if you wish to provide voting instructions.
(2)	Dealings in BOC ADSs will be suspended with effect from close of business (New York time) on this date, which is the same date on which dealings in BOC Shares will be suspended with effect from close of business (London time).

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2.1	Interest on the QCB Loan Notes will be calculated on the basis of a 365-day year (or, in the case of an interest payment date falling in a leap year, a 366-day year) and the actual number of days elapsed in that interest period. Interest will be payable by twice yearly instalments in arrear on 30 June and 31 December in each year or, if such date is not a Business Day, on the next following Business Day (each an “interest payment date”) in respect of the interest periods (as defined below) ending on (and including) the day immediately before those interest payment dates except that the first interest payment on the Loan Notes, which will be made on 30 June 2007 or, if such date is not a Business Day, the next following Business Day (the “first interest payment date”), will be in respect of the period from (and including) the date of issue of the relevant QCB Loan Notes to (and including) the day immediately before the first interest payment date. Each of the periods from (and including) the date of issue of the relevant QCB Loan Notes to (and including) the day immediately before the first interest payment date and from (and including) the first interest payment date or any subsequent interest payment date to (and including) the day immediately before the next following interest payment date is called an “interest period”.
2.2	The rate of interest on the QCB Loan Notes for each Interest Period will be the rate per annum calculated by Linde to be 0.75 per cent. below LIBOR.

3.1	Each holder of QCB Loan Notes (a “QCB Noteholder”) may, by notice, require Linde to repay all (whatever the amount) or some (being £1,000 in nominal amount or any integral multiple of that amount) of the QCB Loan Notes held by him or her on any relevant interest payment date falling on or after 30 June 2007 at their principal amount together with accrued interest up to (but excluding) the relevant date of repayment. A notice may be given at any time and from time to time and, once given, may not be revoked. The notice must be in writing and must be sent to Linde’s Registrar, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA, England, (in the form set out on the QCB Loan Note Certificate) so as to be received not later than thirty (30) days prior to the relevant interest payment date.
3.2	Unless previously repaid, redeemed or purchased and cancelled, Linde will redeem the QCB Loan Notes on 31 December 2013 (or, if such date is not a Business Day, on the next following Business Day) in full at par together with accrued interest up to (but excluding) the date of repayment.
3.3	If, at any time, the aggregate nominal amount of all the outstanding QCB Loan Notes and all the outstanding Non QCB Loan Notes is less than £5 million, Linde may, on giving to the remaining QCB Noteholders not less than thirty (30) days’ notice in writing expiring on 30 June 2007 or any subsequent interest payment date, redeem all (but not some only) of the outstanding Loan Notes at their principal amount together with accrued interest up to (but excluding) the date of repayment.

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4.	Repayment on default; acceleration

4.1	Each QCB Noteholder shall be entitled to require all the QCB Loan Notes held by him or her to be repaid immediately by Linde at par together with accrued interest if:

	(a)	any principal or interest on any of the QCB Loan Notes held by that QCB Noteholder shall fail to be paid in full within thirty (30) days of the time at which Linde is required to make payment in respect of the relevant amount; or
	(b)	Linde fails to perform or observe any of its other material obligations under the QCB Loan Notes and (except in the case of a failure to observe a payment obligation) such failure continues for a period of thirty (30) days after written notice thereof has been given by the relevant QCB Noteholder; or
	(c)	an encumbrancer takes possession of, or a trustee, receiver, administrator or similar officer is appointed or an administration order is made in respect of Linde, or in respect of the whole or a substantial part of the undertaking of Linde, or any directly analogous proceedings in a relevant jurisdiction occur and such person has not been paid out or discharged within thirty (30) days; or
	(d)	an order is made or an effective resolution is passed for the winding-up or dissolution of Linde or any directly analogous proceedings in a relevant jurisdiction occur (other than for the purposes of a reconstruction or an amalgamation or a members’ voluntary winding up).

4.2	Linde shall notify the QCB Noteholders forthwith of the occurrence of any of the events described in paragraphs 4.1 (b), (c) or (d) above.

6.1	The QCB Loan Notes will contain provisions entitling Linde, without the consent of the QCB Noteholders, to:

	(a)	substitute any other member or members of the Linde Group as the principal debtor or debtors under the QCB Loan Note Instrument in respect of all or any of the QCB Loan Notes; or
	(b)	require all, or any, of the QCB Noteholders to exchange the QCB Loan Notes for loan notes of the same principal value issued on the same terms mutatis mutandis by any other member or members of the Linde Group.

6.2

If Linde exercises its power of substitution or exchange as described above and any withholding or deduction is required to be made from any payment under the Loan Notes (whether for or on account of UK tax or otherwise) which would not have been required had the substitution or exchange not occurred, the holders of the QCB Loan Notes will be paid an additional amount so as to ensure that after the withholding or deduction has been made they will receive the amount they would have received had no such withholding or deduction been made.

7.1	A QCB Noteholder may (subject to certain exceptions) transfer his or her entire holding of QCB Loan Notes or may transfer QCB Loan Notes in amounts or integral multiples of £1,000.
7.2	No assignment, transfer, sale or other disposal of any holding of QCB Loan Notes will be registered during the twenty-one (21) days preceding an interest payment date or a date by which a payment in respect of interest or principal is required to be made by Linde.

8.1	Payments made under the terms of the QCB Loan Notes will be made after deduction or withholding for or on account of any present or future tax required by law to be deducted or withheld therefrom.

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	Unless the obligation to deduct or withhold such amount is imposed as a result of a substitution or exchange as described in paragraph 6 above, the terms of the QCB Loan Notes do not provide for any additional amounts to be payable to QCB Noteholders.
8.2	Linde (or any person by or through whom the relevant payment is made) shall be entitled to deduct from any payment made pursuant to the terms of the QCB Loan Notes an amount equal to any tax for which Linde (or any person by or through whom the payment is made) is assessable as a result of it having failed to make a deduction or withholding of an amount for or on account of any tax from any previous payment to the same QCB Noteholder which was required by law provided that where the QCB Noteholder is a nominee for beneficiaries and Linde (or the person by or through whom the relevant payment is made) is assessable as a result of its having failed to make a deduction or withholding of an amount from any previous payment made on QCB Loan Notes held for a particular beneficiary, Linde (or the person by or through whom the relevant payment is made) shall only be entitled to deduct such amounts from any payment on QCB Loan Notes held for the same beneficiary.
8.3	The beneficial owners of QCB Loan Notes will be asked to provide a declaration that they are not resident in Germany for tax purposes and that they do not have a taxable presence in Germany. If this declaration is given, the terms of the QCB Loan Notes will provide that Linde will not deduct German tax from payments made under the QCB Loan Notes unless there is a change of German law, Linde is specifically directed to make payments after deduction of German tax by a German tax authority or unless the declaration is not, or ceases to be, correct. Linde will be obliged to challenge any direction from a German tax authority that it must deduct German tax from payments made under the QCB Loan Notes unless Linde is advised that such a challenge is more likely than not to be unsuccessful.

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•	the corporate action number for the Offer. This is allocated by CRESTCo and can be found by viewing the relevant corporate action details on screen in CREST;
•	the ISIN number for the Scheme Shares. This is GB0001081206;
•	the number of Scheme Shares to be transferred to an escrow balance. This is the number of Scheme Shares in respect of which you wish to elect for the Loan Note Alternative;
•	your member account ID. This must be the same member account ID as the member account ID that appears at the top of your Loan Note Form of Election;
•	your participant ID. This must be the same participant ID as the participant ID that appears at the top of your Loan Note Form of Election;
•	the participant ID of the escrow agent, Lloyds TSB Registrars, in its capacity as a CREST Receiving Agent. This is “2RA81”;
•	the member account ID of the escrow agent. This is “RA243801”;
•	your Form of Election reference number. This is the reference number that appears in the top right corner of your Loan Note Form of Election. This reference number should be inserted in the first eight characters of the shared note field on the TTE instruction. Such insertion will enable Lloyds TSB Registrars to match the TTE instruction to your Loan Note Form of Election. You should keep a separate record of this reference number for future reference;
•	the intended settlement date. This should be as soon as possible and in any event not later than the Loan Note Deadline;
•	the TTE instruction should be inputted with CREST standard delivery instruction priority of 80; and
•	a contact name and telephone number should be inputted in the shared note field of the TTE instruction.

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3.1	Without prejudice to any other provisions of this Part Seven, Linde reserves the right (subject to the terms of the Offer and the provisions of the City Code) to treat as valid in whole or in part any election for the Loan Note Alternative which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. However, in that event, no Loan Notes will be issued in respect of such election under the Loan Note Alternative until after the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to Linde have been received.
3.2	The Loan Note Form of Election and all elections thereunder, all action taken or made or deemed to be taken or made pursuant to any of these terms and the relationship between a Scheme Shareholder and Linde or the Registrars shall be governed by and interpreted in accordance with English law.
3.3	Execution of a Loan Note Form of Election by or on behalf of a Scheme Shareholder will constitute his or her agreement that the courts of England are (subject to paragraph 3.4 below) to have non-exclusive jurisdiction to settle any dispute which may arise in connection with the creation, validity, effect, interpretation or performance of the legal relationships established by the Loan Note Form of Election or otherwise arising in connection with the Scheme and the Loan Note Alternative, and for such purposes that he/she irrevocably submits to the jurisdiction of the English courts.
3.4	Execution of the Loan Note Form of Election by or on behalf of a Scheme Shareholder will constitute his or her agreement that the agreement in paragraph 3.3 above is included for the benefit of Linde, the Registrars and/or its or their respective agents and, accordingly, notwithstanding the agreement in paragraph 3.3 above, each of Linde, the Registrars and/or its or their respective agents shall retain the right to, and may in its absolute discretion, bring proceedings in the courts of any other country which may have jurisdiction and that the electing shareholder irrevocably submits to the jurisdiction of the courts of any such country.
3.5	All powers of attorney, appointments as agent and authorities on the terms conferred by or referred to in this document or in the Loan Note Form of Election are given by way of security for the performance of the obligations of the Scheme Shareholder concerned and are irrevocable (in respect of powers of attorney in accordance with section 4 of the Powers of Attorney Act 1971) except as required by law or as determined by the Panel in accordance with the City Code.
3.6	No acknowledgement of receipt of any Loan Note Form of Election, TTE instruction, communication, notice, share certificate(s) and/or other document(s) of title will be given by or on behalf of Linde.
3.7	All communications, notices, certificates, documents of title and remittances to be delivered by or sent to or from any Scheme Shareholders (or their designated agents) in respect of the Loan Note Alternative will be delivered by or sent to or from them (or their designated agents) at their own risk. No such document will be sent to an address in the United States, Canada, Australia, Japan, Malaysia or New Zealand or to an address of a Restricted Overseas Person.
3.8	If the Scheme does not become effective in accordance with its terms:

	(a)	in respect of Loan Note Elected Shareholders who hold their Loan Note Elected Shares in certificated form, all documents of title lodged with the Registrar pursuant to the Scheme will be returned by post within 14 days of the Scheme lapsing, at the risk of the Loan Note Elected Shareholders; and
	(b)	in respect of Loan Note Elected Shares held in uncertificated form, the escrow agent will, immediately after the lapsing of the Scheme (or within such longer period as the Panel may permit, not exceeding 14 days after the lapsing of the Scheme), give TTE instructions to CRESTCo to transfer all relevant Loan Note Elected Shares in uncertificated form held in escrow

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		balances, and in relation to which it is the escrow agent for the purposes of the Scheme, to the original available balances of the Loan Note Elected Shareholders concerned.

3.9	Neither Linde nor any of its respective advisers nor any person acting on its or their behalf shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of elections under the Loan Note Alternative on any of the bases set out in this Part Seven or otherwise in connection therewith.

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•	An individual will not be treated as being resident in Germany for tax purposes if he or she is not domiciled in Germany and does not have his or her habitual place of abode in Germany.
•	A corporation or other legal entity will not be treated as being resident in Germany for tax purposes if it has neither its business seat or its place of management in Germany.
•	No person (whether that person is an individual, company or other legal entity) will be treated as having a taxable presence in Germany if that person is not resident in Germany for tax purposes and does not carry on a business through a permanent establishment (including a permanent representative or a fixed base) in Germany with which that person’s holding of Loan Notes is effectively connected.

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1.	United Kingdom Taxation

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	(i)	Loan Note Alternatives — Non-corporate Scheme Shareholders

	The following will apply to any individual Scheme Shareholder who elects to receive QCB Loan Notes. Any gain or loss which would otherwise have arisen on a disposal of those of his or her Scheme Shares which are exchanged for QCB Loan Notes should be “held over” and deemed to accrue on a subsequent disposal, including a redemption or repayment, of the QCB Loan Notes.
	Any “held over” chargeable gain or allowable loss which is deemed to accrue on the disposal of the QCB Loan Notes should be calculated taking into account the allowable original cost to Scheme Shareholders of acquiring his or her Scheme Shares for which the QCB Loan Notes were received in exchange. Indexation allowance will be available on that cost (when calculating a chargeable gain but not an allowable loss) in respect of the period up to and including the month of April 1998 during which the Scheme Shares are treated as having been owned by Scheme Shareholders; business or non-business asset taper relief might be available to reduce any chargeable gain from the period 6 April 1998 (or later acquisition date of the Scheme Shares) up to the date of disposal of the Scheme Shares in exchange for receipt of the QCB Loan Notes. Any chargeable gain will not be reduced by taper relief for the period of ownership of the QCB Loan Notes.

	The following will apply to any individual Scheme Shareholder who elects to receive Non QCB Loan Notes. Any gain or loss which would otherwise have arisen on a disposal of those of his or her Scheme Shares which are exchanged for Non QCB Loan Notes should be treated for tax purposes as “rolled over” into the Non QCB Loan Notes, and the Non QCB Loan Notes should be treated for tax purposes as the same assets as those Scheme Shares, acquired at the same time, and for the same acquisition cost, as those Scheme Shares.
	A subsequent disposal, including a redemption or repayment, of all or any part of the Non QCB Loan Notes may, depending on the Loan Note Elected Shareholder’s individual circumstances, give rise to a liability to UK tax on chargeable gains. Any chargeable gain or allowable loss arising on a disposal of the Non QCB Loan Notes by such Loan Note Elected Shareholder should be calculated taking into account the allowable original cost of acquiring his or her Scheme Shares for which the Non QCB Loan Notes were received in exchange. Indexation allowance will be available on that cost (when calculating a chargeable gain but not an allowable loss) in respect of the period up to and including the month of April 1998 during which the Scheme Shares were treated as having been owned by Scheme Shareholders. Thereafter, taper relief may be available to reduce any chargeable gain.
	Additional tax consequences may arise where Non QCB Loan Notes are redeemed in US dollars at Linde’s option, as is to be provided for under the terms of the Non QCB Loan Notes.

	(ii)	Loan Note Alternatives — Corporate Scheme Shareholders

	For a Scheme Shareholder which is within the charge to UK corporation tax, the Loan Notes, whether QCB Loan Notes or Non QCB Loan Notes, will constitute qualifying corporate bonds for the purposes of UK taxation of chargeable gains. For such a Loan Note Elected Shareholder, any gain or loss which would otherwise have arisen on disposal of those Scheme Shares which are exchanged for Loan Notes will be “held over” and deemed to accrue on the subsequent disposal of the Loan Notes including redemption or repayment. No indexation allowance will be available for the period of ownership of the Loan Notes.
	A Scheme Shareholder within the charge to UK corporation tax in respect of Loan Notes will generally be charged to (or as the case may be obtain relief from) UK corporation tax on income in respect of all profits, gains and losses (other than the “held over” gain which will be dealt with

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	as referred to above) arising from its holding or disposal of Loan Notes under the “Loan Relationship” rules.

	(iii)	Tax Clearance

Any Scheme Shareholder who alone or together with the persons connected with him or her, holds more than 5 per cent. of, or of any class of, shares or debentures of BOC is advised that HM Revenue & Customs have provided BOC with a clearance under section 138 of the Taxation of Chargeable Gains Act 1992 that it is satisfied that the Scheme is being effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to capital gains tax or corporation tax.

1.3	United Kingdom stamp duty and stamp duty reserve tax (“SDRT”)

2.	German Taxation for United Kingdom Residents

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2.1	German tax consequences of the Scheme

2.2	Interest on Loan Notes and disposals of Loan Notes

	•	if the declaration is not given, payments under the Loan Notes may be made after deduction of German withholding tax. The current rate is 31.65 per cent.;
	•	if the declaration is given, Linde will not deduct German tax from payments made under the Loan Notes unless (a) there is a change of German law, (b) Linde is specifically directed to make payments after deduction of German tax by a German tax authority or (c) the declaration is not, or ceases to be, correct;
	•	Linde will be obliged to challenge any direction from a German tax authority that it must deduct German tax from payments made under the Loan Notes unless Linde is advised that such a challenge is more likely than not to be unsuccessful;
	•	BOC has been advised that, under current law, if Linde were to challenge any direction from a German tax authority that payments under the Loan Notes must be made after deduction of German tax, such a challenge is likely to be successful; and
	•	BOC has been advised that if Linde deducts tax from any payments made under the Loan Notes, holders of the Loan Notes should be entitled to reclaim such German tax from the German tax authorities. Linde will provide holders of the Loan Notes with such relevant information as is reasonably available in relation to the procedure for claiming such a repayment.

•	An individual will not be treated as being resident in Germany for tax purposes if he or she is not domiciled in Germany and does not have his or her habitual place of abode in Germany.
•	A corporation or other legal entity will not be treated as being resident in Germany for tax purposes if it has neither its business seat or its place of management in Germany.
•	No person (whether that person is an individual, company or other legal entity) will be treated as having a taxable presence in Germany if that person it is not resident in Germany for tax purposes and does not carry on a business through a permanent establishment (including a permanent representative or fixed base) in Germany with which that person’s holding of Loan Notes is effectively connected.

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1.	Responsibility

1.1

The BOC Directors, whose names are set out in paragraph 2.1 below, accept responsibility for the information contained in this document other than information for which responsibility is taken by others pursuant to paragraph 1.2 of this Part Nine. To the best of the knowledge and belief of the BOC Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2

The Linde Directors, whose names are set out in paragraph 2.2 below, accept responsibility for the information contained in this document relating to Linde, the Linde Group, the Linde Directors, Linde’s Supervisory Board members and members of their immediate families, related trusts and persons connected with them and the information on Linde’s future plans for the BOC Group, its management and employees and the acquisition financing set out in Part One and Part Two of this document. To the best of the knowledge and belief of the Linde Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

2.1	The BOC Directors and their respective positions are:

Name		Position held
Sir Rob Margetts		Chairman
Tony Isaac		Group Chief Executive
John Bevan		Chief Executive, Process Gas Solutions
Alan Ferguson		Group Finance Director
Kent Masters		Chief Executive, Industrial and Special Products
Dr Raj Rajagopal		Chief Executive, BOC Edwards
Andrew Bonfield		Non-Executive Director
Guy Dawson		Non-Executive Director
Rebecca McDonald		Non-Executive Director
Matthew Miau		Non-Executive Director
Sir Christopher O’Donnell		Non-Executive Director
Anne Quinn CBE		Non-Executive Director

2.2	Linde’s Executive Board members and their respective positions are:

Name		Position held
Professor Dr Wolfgang Reitzle		President and Chief Executive Officer
Dr Peter Diesch		Finance, Labour Director
Dr Aldo Belloni		Gas and Engineering
Hubertus Krossa		Material Handling

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2.3	Linde’s Supervisory Board members and their respective functions are:

Name		Position held
Dr Manfred Schneider		Chairman of the Supervisory Board/ Shareholder member
Michael Diekmann		Second Deputy Chairman of the Supervisory Board/ Shareholder member
Dr Karl-Hermann Baumann		Shareholder member
Dr Gerhard Beiten		Shareholder member
Dr Clemens Börsig		Shareholder member
Gerhard Full		Shareholder member
Klaus-Peter Müller		Shareholder member
Professor Dr Jürgen Strube		Shareholder member
Hans-Dieter Katte		Deputy Chairman of the Supervisory Board/ Employee member
Siegried Friebel		Employee member
Gernot Hahl		Employee member
Joachim Hartig		Employee member
Thilo Kämmerer		Employee member
Kay Pietsch		Employee member
Wilfried Woller		Employee member
Frank Zukauski		Employee member

3.	Interests in BOC Shares

3.1

As at 18 July 2006 (the last practicable date prior to the publication of this document), the interests of the BOC Directors, their families and persons connected with such directors within the meaning of section 346 of the Act, all of which are beneficial unless otherwise stated, in the share capital of BOC, in the case of the directors and their families, as notified or required to be notified to BOC pursuant to sections 324 and 328 of the Act or required by section 325 of the Act to be entered in the register referred to therein and, in the case of persons connected with the BOC Directors, as would be required to be so notified or entered in such register if such connected person were a BOC Director and the interest of that connected person were known to or could with reasonable diligence be ascertained by that BOC Director, are as follows:

		Number of
Director		BOC Shares
Sir Rob Margetts			34,000
Tony Isaac			8,057
John Bevan			23,108
Alan Ferguson			500
Kent Masters			2,452
Dr Raj Rajagopal			21,816
Andrew Bonfield			1,772
Guy Dawson			1,663
Rebecca McDonald			500
Matthew Miau			4,044
Sir Christopher O’Donnell			2,389
Anne Quinn CBE			1,376

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3.2	The BOC Directors had outstanding the following interests in options over BOC Shares under the terms of the BOC Share Schemes as at 18 July 2006 (the last practicable date prior to the publication of this document):

Number of

BOC

Exercise

Director

Date of Grant

Shares

Price (pence)

Exercise Period

Tony Isaac

BOC Executive Share Option Scheme 1995

21 Feb 1997

30,908

980

21 Feb 2000 - 21 Feb 2007

11 Feb 1998

24,442

914

11 Feb 2001 - 11 Feb 2008

26 May 2000

49,199

937

26 May 2003 - 26 May 2010

7 Feb 2001

164,749

993

7 Feb 2004 - 7 Feb 2011

BOC Executive Share Option Scheme 1995 Jersey

21 Feb 1997

19,092

980

21 Feb 2000 - 21 Feb 2007

11 Feb 1998

25,558

914

11 Feb 2001 - 11 Feb 2008

10 Feb 1999

50,000

851

10 Feb 2002 - 10 Feb 2009

26 May 2000

200,801

937

26 May 2003 - 26 May 2010

7 Feb 2001

35,251

993

7 Feb 2004 - 7 Feb 2011

6 Feb 2002

200,000

1,016

6 Feb 2005 - 6 Feb 2012

BOC Executive Share Option Scheme 2003

6 Feb 2003

149,178

776

6 Feb 2006 - 6 Feb 2013

14 Nov 2003

80,646

820

14 Nov 2006 - 14 Nov 2013

BOC Long Term Incentive Plan

6 Feb 2003

67,270

Nil

6 Feb 2006 - 6 Feb 2013

4 Feb 2004

151,520

Nil

4 Feb 2007 - 4 Feb 2014

19 Nov 2004

153,502

Nil

19 Nov 2007 - 4 Nov 2014

6 Dec 2005

128,869

Nil

6 Dec 2008 - 6 Dec 2015

BOC Share Matching Plan

15 Dec 2005

26,275

Nil

15 Dec 2008

John Bevan

BOC Executive Share Option Scheme 1995

21 Feb 1997

10,000

980

21 Feb 2000 - 21 Feb 2007

11 Feb 1998

7,078

914

11 Feb 2001 - 11 Feb 2008

18 Nov 1998

14,012

894

18 Nov 2001 - 18 Nov 2008

26 May 2000

35,146

937

26 May 2003 - 26 May 2010

7 Feb 2001

35,000

993

7 Feb 2004 - 7 Feb 2011

6 Feb 2002

50,531

1,016

6 Feb 2005 - 6 Feb 2012

BOC Executive Share Option Scheme 1995 Jersey

11 Feb 1998

2,922

914

11 Feb 2001 - 11 Feb 2008

18 Nov 1998

15,988

894

18 Nov 2001 - 18 Nov 2008

26 May 2000

9,854

937

26 May 2003 - 26 May 2010

6 Feb 2002

4,469

1,016

6 Feb 2005 - 6 Feb 2012

BOC Executive Share Option Scheme 2003

6 Feb 2003

67,654

776

6 Feb 2006 - 6 Feb 2013

14 Nov 2003

36,574

820

14 Nov 2006 - 14 Nov 2013

BOC Long Term Incentive Plan

6 Feb 2003

20,338

Nil

6 Feb 2006 - 6 Feb 2013

4 Feb 2004

56,831

Nil

4 Feb 2007 - 4 Feb 2014

19 Nov 2004

54,696

Nil

19 Nov 2007 - 19 Nov 2014

6 Dec 2005

45,914

Nil

6 Dec 2008 - 6 Dec 2015

BOC Share Matching Plan

15 Dec 2005

12,358

Nil

15 Dec 2008

BOC Employee Share Option Scheme (Australia) 1995

1 Apr 2004

1,879

795

1 Apr 2009 - 30 Sep 2009

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Number of

BOC

Exercise

Director

Date of Grant

Shares

Price (pence)

Exercise Period

Alan Ferguson

Special Share Award

15 Sep 2005

48,077

Nil

Will vest on Effective Date

BOC Long Term Incentive Plan

15 Sep 2005

76,106

Nil

15 Sep 2008 - 15 Sep 2015

6 Dec 2005

56,978

Nil

6 Dec 2008 - 6 Dec 2015

Kent Masters

BOC Executive Share Option Scheme 2003

6 Feb 2003

37,590

776

6 Feb 2006 - 6 Feb 2013

14 Nov 2003

23,136

820

14 Nov 2006 - 14 Nov 2013

BOC Long Term Incentive Plan

6 Feb 2003

13,184

Nil

6 Feb 2006 - 6 Feb 2013

4 Feb 2004

28,340

Nil

4 Feb 2007 - 4 Feb 2014

19 Nov 2004

25,069

Nil

19 Nov 2007 - 19 Nov 2014

6 Dec 2005

39,752

Nil

6 Dec 2008 - 6 Dec 2015

BOC Share Matching Plan

15 Dec 2005

9,649

Nil

15 Dec 2008

Dr Raj Rajagopal

BOC Executive Share Option Scheme 2003

6 Feb 2003

74,589

776

6 Feb 2006 - 6 Feb 2013

14 Nov 2003

40,323

820

14 Nov 2006 - 14 Nov 2013

BOC Long Term Incentive Plan

6 Feb 2003

22,423

Nil

6 Feb 2006 - 6 Feb 2013

4 Feb 2004

59,810

Nil

4 Feb 2007 - 4 Feb 2014

19 Nov 2004

57,563

Nil

19 Nov 2007 - 19 Nov 2014

6 Dec 2005

48,325

Nil

6 Dec 2008 - 6 Dec 2015

BOC Share Matching Plan

15 Dec 2005

12,876

Nil

15 Dec 2008

BOC UK Savings-Related Share Option Schemes 1995

7 Mar 2003

2,353

698

1 May 2008 - 31 Oct 2008

	The options and awards referred to above were granted for no monetary consideration.

3.3	As at 18 July 2006 (the last practicable date prior to the publication of this document) the following persons falling within the categories specified in paragraphs (a), (b) and (d) of the definition of “associate” in paragraph 5.8(i) below in relation to BOC (but excluding exempt market-makers) owned or controlled the following BOC Shares:

		Number of
Name		BOC Shares
Trustee of the BOC Employee Share Trust			4,258,686

3.4	As at 18 July 2006 (the last practicable date prior to the publication of this document), the interests in BOC Shares of Linde and persons acting, or deemed to be acting, in concert with Linde were as follows:

		Number of
Name		BOC Shares
Linde			1
Deutsche Bank			46,956
Morgan Stanley Securities Limited			175,722 (Long	)
			233,042 (Short	)

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4.1	The following dealings for value in BOC Shares by BOC Directors have taken place during the Offer Period:

Number of

Price per

BOC

BOC

Name

Date

Nature of transaction

Shares

Share (pence)

Sir Christopher O’Donnell

1 Feb 2006

Purchase of shares under the Dividend Reinvestment Plan in respect of the first interim dividend for the year ending 30 September 2006

25

1,486.5

4.2	The following dealings for value in BOC Shares by persons falling within the categories referred to in paragraph 3.3 above have taken place during the Offer Period:

										Number of				Price per
										BOC				BOC
Name		Date				Nature of transaction				Shares				Share (pence)
Merrill Lynch			30 Jan 2006				Sale of shares				13,473				1,488
Trustee of the BOC Employee Share Trust			25 Jan 2006				Sale of shares				8,906				894
							Sale of shares				5,569				851
			26 Jan 2006				Sale of shares				10,217				937
			30 Jan 2006				Sale of shares				2,866				993
							Sale of shares				4,709				1,016
							Sale of shares				10,000				937
							Sale of shares				6,841				937
							Sale of shares				17,527				993
							Sale of shares				13,019				1,016
							Sale of shares				9,850				851
							Sale of shares				12,576				937
							Sale of shares				1,029				993
							Sale of shares				146				1,016
							Sale of shares				6,841				937
							Sale of shares				6,257				937
							Sale of shares				10,404				937
							Sale of shares				9,591				993
							Sale of shares				12,770				1,016
							Sale of shares				11,048				1,016
							Sale of shares				15,867				937
							Sale of shares				15,000				993
							Sale of shares				1,377				1,016
							Sale of shares				12,048				1,016
							Sale of shares				1,361				993
							Sale of shares				4,801				1,016
							Sale of shares				4,465				937
							Sale of shares				6,357				993

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										Number of				Price per
										BOC				BOC
Name		Date				Nature of transaction				Shares				Share (pence)
Trustee of the BOC Employee			31 Jan 2006				Sale of shares				11,577				873.25
Share Trust (cont.)							Sale of shares				510				1,016
							Sale of shares				37,041				937
							Sale of shares				1,043				1,016
							Sale of shares				9,820				1,016
			2 Feb 2006				Sale of shares				4,000				993
							Sale of shares				6,500				1,016
							Sale of shares				428				937
							Sale of shares				257				993
							Sale of shares				17,221				937
							Sale of shares				3,632				993
							Sale of shares				10,000				1,016
							Sale of shares				10,000				1,016
							Sale of shares				3,499				1,016
							Sale of shares				11,411				851
							Sale of shares				13,723				993
							Sale of shares				1,498				937
							Sale of shares				3,816				914
							Sale of shares				5,360				937
							Sale of shares				7,847				993
							Sale of shares				20,000				1,016
							Sale of shares				2,416				937
							Sale of shares				24,245				937
							Sale of shares				5,000				937
							Sale of shares				2,952				1,016
							Sale of shares				12,412				851
							Sale of shares				43,075				980
							Sale of shares				244				873.25
							Sale of shares				6,528				1,016
							Sale of shares				1,520				993
							Sale of shares				7,277				937
							Sale of shares				25,000				1,016
							Sale of shares				12,383				937
							Sale of shares				1,566				851
							Sale of shares				2,865				937
							Sale of shares				2,611				873.25
							Sale of shares				10,000				993
							Sale of shares				3,487				1,016
			3 Feb 2006				Sale of shares				720				914
							Sale of shares				6,794				851
							Sale of shares				3,331				1,016
							Sale of shares				2,408				1,016
							Sale of shares				678				914
							Sale of shares				7,882				851
							Sale of shares				5,625				993
							Sale of shares				1,784				937
							Sale of shares				7,438				993
							Sale of shares				435				1,016
							Sale of shares				32,266				1,016
							Sale of shares				8,456				937

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										Number of				Price per
										BOC				BOC
Name		Date				Nature of transaction				Shares				Share (pence)
Trustee of the BOC Employee			9 Feb 2006				Sale of shares				3,842				993
Share Trust (cont.)							Sale of shares				8,743				1,016
							Sale of shares				15,091				1,016
							Sale of shares				22,319				1,016
							Sale of shares				27,918				937
							Sale of shares				3,277				1,016
							Sale of shares				38,132				937
							Sale of shares				5,084				Nil
							Sale of shares				7,118				Nil
							Sale of shares				4,804				Nil
							Sale of shares				6,194				Nil
							Sale of shares				6,660				Nil
							Sale of shares				5,084				Nil
							Sale of shares				5,823				Nil
							Sale of shares				6,797				Nil
							Sale of shares				3,423				Nil
							Sale of shares				6,643				Nil
							Sale of shares				8,651				Nil
							Sale of shares				6,290				Nil
							Sale of shares				9,152				Nil
							Sale of shares				5,716				Nil
							Sale of shares				6,272				Nil
							Sale of shares				6,803				Nil
							Sale of shares				8,179				Nil
							Sale of shares				6,180				Nil
							Sale of shares				6,025				Nil
			10 Feb 2006				Sale of shares				7,616				873.25
							Sale of shares				1,486				993
							Sale of shares				13,236				1,016
							Sale of shares				613				993
							Sale of shares				10,000				1,016
							Sale of shares				3,771				937
							Sale of shares				7,799				993
							Sale of shares				5,702				1,016
							Sale of shares				5,084				Nil
							Sale of shares				6,572				Nil
							Sale of shares				7,724				Nil
			17 Feb 2006				Sale of shares				2,172				873.25
							Sale of shares				8,207				Nil
							Sale of shares				5,818				Nil
							Sale of shares				2,546				937
			20 Feb 2006				Sale of shares				7,603				Nil
							Sale of shares				5,007				Nil
							Sale of shares				6,841				937
							Sale of shares				2,808				Nil
							Sale of shares				8,613				Nil
			22 Feb 2006				Sale of shares				8,332				Nil
			24 Feb 2006				Sale of shares				11,403				Nil
			2 Mar 2006				Sale of shares				20,000				980
							Sale of shares				7,280				937
							Sale of shares				9,254				Nil

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Number of

Price per

BOC

BOC

Name

Date

Nature of transaction

Shares

Share (pence)

Trustee of the BOC Employee

7 Mar 2006

Sale of shares

3,321

1,016

Share Trust (cont.)

Sale of shares

10,028

Nil

16 Mar 2006

Sale of shares

5,313

Nil

Sale of shares

20,000

914

Sale of shares

11,707

1,016

Sale of shares

59,283

914

24 Mar 2006

Sale of shares

6,488

Nil

7 Apr 2006

Sale of shares

557

980

Sale of shares

10,677

914

18 Apr 2006

Sale of shares

4,270

Nil

9 May 2006

Sale of shares

8,519

Nil

8 Jun 2006

Sale of shares

3,718

Nil

12 Jun 2006

Sale of shares

5,569

1,016

26 Jun 2006

Sale of Shares

955

1,016

Sale of Shares

932

993

Sale of Shares

1,742

1,016

4.3	Save as disclosed below, there have been no dealings for value in BOC Shares by Linde during the Disclosure Period:

				Number of				Price per
				BOC				BOC Share
Date		Nature of transaction		Shares				(pence)
12 July 2006		Purchase of share			1				1,600

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4.4	Save as disclosed below, there have been no dealings for value in BOC Shares by persons acting in concert with Linde during the Disclosure Period:

																		Price per BOC
		Date												Number of				Share (pence)
														BOC
Name		From				To				Nature of transaction				Shares				High				Low
Deutsche Bank			25 Jan 2005				24 Apr 2005				Purchase of shares				518,968				1,034				853
											Sale of shares				481,260				1,030				966
			25 Apr 2005				24 Sep 2005				Purchase of shares				110,348				1,069				973
											Sale of shares				61,902				1,078				965
			25 Sep 2005				24 Oct 2005				Purchase of shares				419,545				1,174				1,039
											Sale of shares				339,549				1,193				1,037
			25 Oct 2005				24 Nov 2005				Purchase of shares				51,200				1,151				1,082
											Sale of shares				92,800				1,127				1,062
			25 Nov 2005				24 Dec 2005				Purchase of shares				131,250				1,157				1,145
											Sale of shares				122,400				1,182				1,124
			25 Dec 2005				24 Jan 2006				Purchase of shares				53,682				1,370				1,145
											Sale of shares				48,550				1,209				1,157
Morgan Stanley Securities Limited			25 Jan 2005				24 Apr 2005				Purchase of shares				2,218,252				973				1,027
											Sale of shares				2,057,364				980				1,043
			25 Apr 2005				24 Jul 2005				Purchase of shares				716,991				956				1,071
											Sale of shares				1,257,791				970				1,072
			25 Jul 2005				24 Oct 2005				Purchase of shares				2,028,833				1,035				1,120
											Sale of shares				1,002,389				1,037				1,198
			25 Oct 2005				24 Nov 2005				Purchase of shares				329,248				1,057				1,156
											Sale of shares				309,000				1,067				1,153
			25 Nov 2005				24 Dec 2005				Purchase of shares				111,592				1,115				1,165
											Sale of shares				323,590				1,119				1,184
			25 Dec 2005				24 Jan 2006				Purchase of shares				172,900				1,145				1,252
											Sale of shares				181,574				1,157				1,404

	Deutsche Bank AG, a corporation domiciled in Frankfurt am Main, Germany, operates in the United Kingdom under branch registration number BR000005 and acts through its London branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is a limited liability company incorporated in the Federal Republic of Germany HRB 30 000 District Court of Frankfurt am Main.
	Morgan Stanley Securities Limited is a private limited liability company incorporated in England and Wales with registered number 2068221 and whose registered office is at 25 Cabot Square, Canary Wharf, London E14 4QA.
	Aggregation has been carried out in respect of the dealings by Deutsche Bank and Morgan Stanley Securities Limited in accordance with Note 2 of Rule 24.3 of the City Code. All purchases and sales are aggregated separately and have not been netted off. The highest and lowest prices per share have been stated. A full listing of all dealings by Deutsche Bank is made available for inspection at the offices of Deutsche Bank, Winchester House, 1 Great Winchester Street, London EC2N 2DB. A full list of dealings by Morgan Stanley Securities Limited is available to view at Morgan Stanley, 25 Cabot Square, London, E14 4QA.

5.	Shareholdings and dealings — general

5.1

Save as disclosed in paragraphs 3 and 4 above, neither Linde nor any of its subsidiaries, nor any of the Linde Directors, nor any member of their immediate families, nor any other person acting in concert with Linde owns, controls or is interested in, directly or indirectly, any relevant securities of BOC, nor has any such person dealt for value in any relevant securities of BOC during the Disclosure Period.

5.2	Save as disclosed in paragraphs 3 and 4 above, neither BOC nor any of its subsidiaries or persons falling within the categories specified in paragraphs (a), (b) and (d) of the definition of “associate” in paragraph 5.8(i) below, nor any of the BOC Directors, nor any member of their immediate families

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owns, controls or is interested in, directly or indirectly, any relevant securities of BOC or relevant securities of Linde, nor has any such person dealt for value in any relevant securities of BOC or relevant securities of Linde since the start of the Offer Period and no bank, stockbroker, financial or other professional adviser of BOC (other than an exempt market-maker), nor any person controlling, controlled by, or under the same control as such bank, stockbroker, financial or other professional adviser nor any pension fund or any employee benefit trust of BOC or any of its subsidiaries nor any person whose investments are managed on a discretionary basis by fund managers (other than exempt fund managers) connected with BOC owns, controls or is interested in, directly or indirectly, any relevant securities of BOC nor has any such person dealt for value therein since the start of the Offer Period.

5.3	Save as disclosed herein, neither Linde nor any person acting in concert with it has borrowed or lent any relevant securities of BOC, save for any borrowed shares which have been either on-lent or sold.

5.4

Save as disclosed herein, none of (i) Linde or any person acting in concert with Linde, or (ii) BOC or any associate of BOC, has any arrangement of the kind referred to in Note 6(b) on Rule 8 of the City Code in relation to relevant securities of BOC. For the purposes of this Part Nine of the document, “arrangement” includes an indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature which may be an inducement to deal or refrain from dealing.

5.5	Save as disclosed herein, no agreement, arrangement or understanding (including any compensation arrangement) exists between Linde or any person acting in concert with it and any of the BOC Directors or the recent directors, shareholders or recent shareholders of BOC or any person interested or recently interested in BOC Shares having any connection with or dependence upon the Offer.

5.6	There is no agreement, arrangement or understanding whereby the beneficial ownership of any BOC Shares to be acquired by Linde pursuant to the Scheme will be transferred to any other person, save that Linde reserves the right to transfer any such shares to any other member of the Linde Group.
5.7	No relevant securities of BOC have been redeemed or purchased by BOC during the Disclosure Period.
5.8	References in this paragraph 5 to:

	(i)	an “associate” are to:

	(a)	subsidiaries and associated companies of BOC and companies of which any such subsidiaries or associated companies are associated companies (each a “relevant company”). (For this purpose, ownership or control of 20 per cent. or more of the equity share capital of a company is the test of associated company status);
	(b)	a connected adviser and persons controlling, controlled by or under the same control as a connected advisor;
	(c)	the BOC Directors and the directors of any relevant company (together in each case with their close relatives and related trusts); and
	(d)	the pension funds or employee share trust of BOC, or any relevant company,

	all of which are deemed to be acting in concert with BOC in relation to the Offer for the purposes of Rule 24.2(d)(iii) of the City Code;

	(ii)	a “bank”, do not apply to a bank whose sole relationship with BOC, or a company covered in (i) above, is the provision of normal commercial banking services or such activities in connection with the Offer as handling acceptances and other registration work;
	(iii)	a “connected adviser” means, in relation to any person, the organisation which is advising that person in relation to the Offer, and includes the corporate broker to BOC;
	(iv)	“control” means an interest, or interests in shares carrying in aggregate 30 per cent. or more of the voting rights attributable to the share capital of the company which are currently exercisable at a general meeting, irrespective of whether such interest or interests gives de facto control;

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	(v)	“relevant securities of BOC” means BOC Shares and securities convertible into or exchangeable for, rights to subscribe for or options in respect of, and derivatives referenced to, BOC Shares; and
	(vi)	“relevant securities of Linde” means the shares of Linde and securities convertible into or exchangeable for, rights to subscribe for or options in respect of, and derivatives referenced to, any shares of Linde.

6.	BOC Directors’ service contracts and letters of appointment

6.1	The details of the service contracts of the executive directors of BOC are set out below:

				Notice Period
				(from director or				Base Annual Salary
Name		Date of Agreement		company)				(current)
Tony Isaac		19 November 2002 varied by letter dated 1 June 2004		6 months (director) 12 months (company)					£780,458
John Bevan		5 December 2002		6 months (director) 12 months (company)					£388,100
Alan Ferguson		5 May 2005 amended 15 November 2005		6 months (director) 12 months (company)					£447,200
Kent Masters		11 March 2005		6 months (director) 12 months (company)					£324,000
Dr Raj Rajagopal		1 May 1999 amended 22 November 2002		6 months (director) 12 months (company)					£379,300

6.2	Further details of the service contracts of the relevant BOC Directors are set out below:

	Mr Isaac has a contract dated 19 November 2002, varied by letter dated 1 June 2004, which expires upon the conclusion of the Annual General Meeting in 2007 subject to possible extension by mutual agreement. The contract can be terminated by BOC on 12 months’ notice. In the event of early termination, the contract provides for the payment of compensation based on the value of Mr Isaac’s salary, car benefit and bonus entitlement (calculated on the basis of the average of actual payments over the preceding two years) for the unexpired portion of the notice period. Mr Isaac would also be entitled to a contribution to his funded unapproved retirement benefit scheme amounting to the sum of 40 per cent. of his pay above the ‘earnings cap’ imposed by the Finance Act 1989 and 58.33 per cent. of his pay up to the cap for the unexpired portion of his notice period.
	Mr Bevan has a contract dated 5 December 2002 that can be terminated by BOC on 12 months’ notice. In the event of early termination, the contract provides for the payment of compensation based on the value of Mr Bevan’s salary, car benefit and bonus entitlement (calculated on the basis of the average of actual payments over the preceding two years) for the unexpired portion of the notice period. Mr Bevan would also be entitled to his deferred pension, with the unexpired portion of the notice period being added to his pensionable service in the calculation of his pension entitlement.
	Mr Ferguson has a contract dated 5 May 2005, amended 15 November 2005, that can be terminated by BOC on 12 months’ notice. In the event of early termination, the contract provides for the monthly payment of compensation based on the value of Mr Ferguson’s salary, pay supplement in lieu of pension benefits, car benefit and bonus entitlement (calculated on the basis of the average of actual payments over the preceding two years) for the unexpired portion of the notice period. Should Mr Ferguson obtain alternative employment during the period for payment of the monthly payments

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	then each monthly payment still outstanding would be reduced by the basic monthly remuneration received from his alternative employment. Alternatively, the contract provides for BOC to pay a lump sum termination payment in lieu of the unexpired portion of the notice period instead of the monthly termination payments. Such a payment would be equal to the base salary and the pay supplement in lieu of pension benefits pro-rated to the unexpired portion of the notice period, including compensation for any other payment or benefit that might otherwise have been received during the notice period. If the contract is terminated within two years of his date of appointment, BOC, with Mr Ferguson’s agreement, has the discretion to make such termination payments in one lump sum or on a monthly basis.
	Mr Masters has a contract dated 11 March 2005, effective from 1 March 2005, that can be terminated by BOC on 12 months’ notice. In the event of early termination, the contract provides for the monthly payment of compensation based on the value of Mr Master’s salary, car benefit and bonus entitlement (calculated on the basis of the average of actual payments over the preceding two years) for the unexpired portion of the notice period. Should Mr Masters obtain alternative employment during the period for payment of the monthly payments then each monthly payment still outstanding would be reduced by the basic monthly remuneration received from his alternative employment. Alternatively, the contract provides for BOC to pay a lump sum termination payment in lieu of the unexpired portion of the notice period instead of the monthly termination payments. Such a payment would be equal to the base salary pro-rated to the unexpired portion of the notice period. The unexpired portion of Mr Master’s notice period would be added to his pensionable service in the calculation of his pension entitlement from the US Senior Executive Retirement Plan. His US Cash Balance Retirement Plan and Savings Investment Plan benefits would be credited with an amount equivalent to the amount BOC would have contributed during the unexpired portion of his notice period. His active participation in the Cash Balance Retirement Plan and Savings Investment Plan would cease on termination.
	Dr Rajagopal has a contract dated 1 May 1999, amended 22 November 2002, that can be terminated by BOC on 12 months’ notice. In the event of early termination, the contract provides for the payment of compensation based on the value of Dr Rajagopal’s salary, car benefit and bonus entitlement (calculated on the basis of the average of actual payments over the preceding two years) for the unexpired portion of the notice period. Dr Rajagopal would also be entitled to have his deferred pension from the UK senior executive pension scheme (a) calculated with the inclusion of the unexpired portion of his notice period in the calculation of pensionable service; and (b) paid without actuarial reduction from age 55.
	All of the above contracts can be terminated by the individual BOC Director on six months’ notice.
	In addition to the salary and bonus set out above, the executive BOC Directors are also provided with the following contractual benefits:
	(A)   Benefits in kind
	Benefits in kind comprise company car benefits and membership of BOC’s healthcare insurance scheme. Where appropriate, directors on international assignment receive overseas allowances including housing and children’s education fees amongst others. These allowances are on similar terms to those applying to other employees on the international programme.
	(B)   Variable Compensation Plan (VCP)
	The executive directors participate in the variable compensation bonus plan. The plan focuses on annual objectives and links individual performance with business plans. The target and maximum value of the VCP is 110 per cent. and 160 per cent. of salary respectively and one third of the VCP bonus is compulsorily deferred into the BOC Share Matching Plan. The financial targets for the executive directors are set on an annual basis by the Remuneration Committee and performance against these targets is reviewed by the Remuneration Committee on a six-monthly basis. The executive directors also receive options and awards under the BOC Share Schemes.

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	Other contractual benefits for the executive directors include directors’ and officers’ liability insurance, business travel insurance and indemnification by BOC against losses and liabilities incurred in the course of employment.

	(C)	Pension entitlements

	The pension arrangements for each individual executive director are as follows:
	Mr Isaac’s pension is being funded in the UK through a combination of a tax-approved personal pension plan on earnings up to the ‘earnings cap’ imposed by the Finance Act 1989, and a funded unapproved retirement benefit scheme on earnings above the ‘earnings cap’. With effect from 5 April 2006, no further contributions are being made by BOC to Mr Isaac’s pension plans. Instead these contributions are paid to him in the form of a salary supplement.
	Mr Bevan’s pension is provided under the Australian superannuation fund. On retirement at age 60, he will be entitled to the accumulated value of his defined contribution fund, subject to that not being less than the guaranteed lump sum of approximately six times his final 12 months’ salary.
	Mr Ferguson does not have any pension arrangements provided by BOC. Instead, he receives a pay supplement of 30 per cent. of his basic pay. BOC does provide him with life cover of four times his basic pay.
	Mr Masters’ pension is provided under the US Cash Balance Retirement Plan and the US Senior Executive Retirement Plan, which, in combination, entitle Mr Masters to a lump sum benefit on retirement at age 60 equivalent to a pension of approximately 82.2 per cent. of his final base salary. In accordance with local competitive practices existing in his country of operation prior to his appointment as a director, Mr Masters’ bonus is pensionable.
	Dr Rajagopal’s pension benefits are funded under the UK senior executive pension scheme. On retirement at age 60, he will be entitled to a pension of two-thirds of his final 12 months’ salary.

6.3	It has been agreed that Alan Ferguson’s restricted award over 32,051 BOC Shares which was to vest in March 2006 will instead vest on the date on which the Scheme becomes effective, together with the award of 16,026 BOC Shares which was to vest in March 2007.

	Dr Rajagopal will be entitled to participate in the additional retention scheme applicable to BOC Edwards’ key employees, subject to certain conditions. It is expected that he would be entitled to a cash payment of 100 per cent. of his salary which would be payable on the earlier of 12 months after the introduction of the scheme and the completion of any sale of BOC Edwards.
	Under the retention arrangements which have been put in place in relation to the BOC Share Schemes and which are summarised in paragraph 13 of Part Two of this document, options and awards granted to BOC Directors will be treated the same as the options and awards granted to all other participants in the BOC Share Schemes.

6.4	Non-executive directors of BOC do not have service contracts but instead each has a letter of appointment setting out the terms and conditions of his or her appointment. Details of the letters of appointment are set out below:

Date of current letter

Appointment

Term of

Name

of appointment

commenced

appointment

Annual fee

Sir Rob Margetts

14 January 2005

4 October 2001

3 years

£260,000

Andrew Bonfield

20 May 2003

29 July 2003

3 years

£45,000

Guy Dawson

23 February 2004

1 March 2004

3 years

£55,000

Rebecca McDonald

20 June 2005

1 July 2005

3 years

£45,000

Matthew Miau

23 January 2005

23 January 2002

3 years

£45,000

Sir Christopher O’Donnell

11 May 2004

19 March 2001

3 years

£55,000

Anne Quinn CBE

13 April 2004

1 May 2004

3 years

£45,000

	Mr Bonfield’s appointment as a non-executive director was extended at the 2004 annual general meeting until January 2007.

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6.5	Further details of the letters of appointment of the relevant BOC Directors are set out below:

	The minimum time commitment to BOC required of Andrew Bonfield, Guy Dawson, Rebecca McDonald, Matthew Miau, Sir Christopher O’Donnell and Anne Quinn is 20 days per annum plus the appropriate preparation time in advance of meetings. In the case of Sir Rob Margetts, the minimum time commitment involved in the overall performance of his duties is approximately one and a half days per week.
	The annual fees of the chairman and all of the non-executive directors are paid in cash. Fees in respect of Sir Christopher O’Donnell are paid to Smith & Nephew plc, his employer, in accordance with that company’s policy. For each of the other non-executive directors, pursuant to an agreed process, £15,000 of their basic £45,000 annual fee, less tax, is invested in BOC Shares. In addition, Guy Dawson re-invests £5,000 of his £10,000 fee for chairing a Board committee, less tax, in BOC Shares.
	The letters of appointment of each non-executive director, other than Andrew Bonfield, provide that the non-executive appointment may be terminated by the non-executive director or BOC giving to the other not less than one month’s written notice. All non-executive directors remain subject to retirement by rotation in accordance with BOC’s articles of association. On termination of their appointment as non-executives, each non-executive director has undertaken to resign from all offices held in any company forming part of the BOC Group, except for Matthew Miau who would remain a director of the joint venture BOC Lienhwa Industrial Gases Company Limited or any other company within that joint venture group of companies.
	All directors are obliged to hold at least 500 BOC Shares.

6.6	Save as disclosed above, there are no service contracts between any BOC Director or proposed director of BOC and any member of the BOC Group and save as disclosed above, no such contract has been entered into or amended within the six months preceding the date of this document.
6.7	Save as set out in this document, the effect of the Scheme on the interests of the BOC Directors does not differ from its effect on the like interests of any other person.

Date		Pence
18 July 2006		1,600
3 July 2006		1,586
1 June 2006		1,562
2 May 2006		1,560
3 April 2006		1,547
1 March 2006		1,547
1 February 2006		1,485
23 January 2006		1,151
3 January 2006		1,191

8.1	Linde was incorporated in Germany on 8 July 1879 with registered number HRB 10000 (at the local court of Wiesbaden) and its registered office is at Abraham-Lincoln-Straße 21, 65189 Wiesbaden, Germany.
8.2	As at 18 July 2006 (the last practicable date prior to the publication of this document), Linde had a registered share capital in the amount of €401,745,423.36, divided into 156,931,806 ordinary shares of no par value (each of which has an attributable pro rata share capital of €2.56).
8.3	According to information based on the notices of such shareholders, as at the dates set out below (in each case being the last practicable date prior to the publication of this document), the following companies directly and/or indirectly hold the following voting rights in Linde (attributable to them in

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	accordance with section 22 of the German Securities Trading Act) corresponding to their respective interests in the issued share capital of Linde:

	(i)	Allianz AG: 9.06 per cent. as at 6 July 2006 (including New Linde Shares taken under the Linde Rights Offering that may have been credited to Allianz AG (or members of its group) after 6 July 2006 and based on certain assumptions made by Allianz AG with regard to, inter alia, proceeds from the sale of its subscription rights). Allianz AG is a public company incorporated in Germany with registered number HRB 7158 (at the local court of Munich);
	(ii)	Commerzbank AG: 9.77 per cent. as at 6 July 2006 (including New Linde Shares taken under the Linde Rights Offering that may have been credited to Commerzbank AG account after 6 July 2006). Commerzbank AG is a public company incorporated in Germany with registered number HRB 32000 (at the local court of Frankfurt am Main);
	(iii)	Deutsche Bank AG: 9.77 per cent. as at 6 July 2006. Deutsche Bank AG is a public company incorporated in Germany with registered number HRB 3000 (at the local court of Frankfurt am Main); and
	(iv)	The Capital Group Companies Inc. (“CGC”): 5.18 per cent. as at 7 July 2006. The voting rights attributable to these shares have been entrusted to The Capital Research and Management Co. (“CRM”), a subsidiary of CGC, which may exercise the voting rights at its own discretion in the absence of special instructions. In accordance with section 22 paragraph 1 no. 6 of the German Securities Trading Act, such voting rights are deemed to be equivalent to voting rights of a shareholder. Both CRM and CGC are private companies incorporated in the state of California with registered office 333 S Hope St, Los Angeles, CA, 90071-1406, Los Angeles County, United States.

9.1	Linde entered into a multicurrency term and revolving credit facilities agreement (the “Credit Agreement”) on 3 March 2006 between Linde as original borrower and guarantor, Commerzbank AG, Deutsche Bank AG, Dresdner Kleinwort Wasserstein — The Investment Banking Division of Dresdner Bank AG, Morgan Stanley Bank International Limited and The Royal Bank of Scotland plc as mandated lead arrangers (the “Mandated Lead Arrangers”) and Commerzbank AG, Deutsche Bank Luxemburg S.A., Dresdner Bank AG, Niederlassung Luxembourg, Morgan Stanley Senior Funding Inc./ Morgan Stanley Bank International Limited and The Royal Bank of Scotland plc as the original lenders (the “Original Lenders”) and Deutsche Bank Luxembourg S.A. as the facility agent (the “Facility Agent”).
9.2	Pursuant to the Credit Agreement, the Lenders (as defined in the Credit Agreement) have agreed to make available the following credit facilities:

	(i)	a multicurrency term credit facility in an aggregate amount equal to £1,400 million (“Facility A-1”);
	(ii)	a multicurrency term credit facility in an aggregate amount equal to £2,000 million (“Facility A-2”);
	(iii)	a multicurrency term credit facility in an aggregate amount equal to £5,500 million (“Facility B”); and
	(iv)	a multicurrency revolving credit facility in an aggregate amount equal to €2,000 million (“Revolving Facility”).

9.3	All amounts borrowed under Facility A-1, Facility A-2 and Facility B are to be used by Linde towards, inter alia, funding the Offer including funding acquisition costs; refinancing certain existing financial indebtedness of the BOC Group (including certain indebtedness of BOC); and financing contributions to BOC’s pension schemes and, in the case of Facility A-1 and Facility A-2 only, cash collateralising obligations of Linde under the Loan Notes.
9.4	The Revolving Facility is to be used towards, inter alia, refinancing or defeasing certain financial indebtedness of the enlarged Linde Group (including BOC); issuing bank guarantees in relation to BOC’s pension schemes, and/or financing the working capital and capital expenditure requirements of the enlarged group and for its general corporate purposes.

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9.5	Facility A-1 is to be repaid on the date which falls three and a half years after the date of the Credit Agreement (the “Signing Date”).
9.6	Facility A-2 is to be repaid on the date which falls five years after the Signing Date.
9.7	Subject to an option to extend the maturity of Facility B, Facility B is to be repaid on the date which falls eighteen months after the last day of the period from the Signing Date until the earlier of (i) six months from such date, or (ii) the date on which all the Pre-Conditions have been satisfied or waived (the “Initial Period”).
9.8	If Linde exercises its option to extend the maturity of Facility B, Facility B is to be repaid on the date which falls twelve months (less the actual duration of the Initial Period) after the initial date on which Facility B should have been repaid.
9.9	The Revolving Facility is to be repaid on the date which falls five years after the Signing Date.
9.10	Facility A-1 bears interest which is an aggregate of the Applicable Margin, LIBOR (or EURIBOR, as defined in the Credit Agreement, as applicable) and the Mandatory Cost (as such terms are defined in the Credit Agreement). The Applicable Margin in relation to Facility A-1 is 0.50 per cent. per annum until the date falling six months after the date of initial utilisation of Facility A-1 and thereafter, the Applicable Margin shall vary in accordance with a margin ratchet whereby the margin changes based on the ratings from Standard & Poor’s and Moody’s from time to time of Linde’s long term senior unsecured debt obligations (the “Ratings”) with the lowest Applicable Margin being 0.30 per cent. per annum and the highest Applicable Margin being 0.75 per cent. per annum.
9.11	Facility A-2 and the Revolving Facility bear interest which is an aggregate of the Applicable Margin, LIBOR (or EURIBOR, as applicable) and the Mandatory Cost. The Applicable Margin in relation to Facility A-2 and the Revolving Facility is 0.55 per cent. per annum until the date falling six months after the date of initial utilisation of Facility A-2 and thereafter, the Applicable Margin shall vary in accordance with the Ratings, within a range of 0.35 per cent. per annum to 0.8 per cent. per annum.
9.12	Facility B bears interest which is an aggregate of the Applicable Margin, LIBOR (or EURIBOR, as applicable) and the Mandatory Cost. Following receipt by Linde of a certain amount of cash proceeds from an issue of ordinary equity and other instruments leading to an equity credit for Ratings purposes, the Applicable Margin for Facility B is 0.40 per cent. per annum.
9.13	The Credit Agreement provides for the applicable rate of interest for each facility to be increased by 1.0 per cent. per annum if any Obligor (as defined in the Credit Agreement) fails to pay any amount payable by it under any Finance Document (as defined in the Credit Agreement) on the due date therefor.
9.14	Pursuant to the Credit Agreement, Linde must pay a ticking fee from the Signing Date until the last day of the Initial Period at the rate of 0.065 per cent. per annum for the first three months from the Signing Date and thereafter at the rate of 0.08 per cent. per annum on each Lender’s Available Commitment (as defined in the Credit Agreement).
9.15	Under the Credit Agreement, Linde must pay commitment fees of:

	(i)	in relation to Facility A-1 and Facility A-2, 32.5 per cent. of the Applicable Margin per annum for such facility;
	(ii)	in relation to Facility B, 32.5 per cent. of the Applicable Margin per annum for such facility; and
	(iii)	in relation to the Revolving Facility, 30 per cent. of the Applicable Margin per annum for such facility, calculated in each case on the undrawn, uncancelled amount of each Lender’s Available Commitment (as defined in the Credit Agreement).

9.16	Linde must also pay an arrangement fee, a participation fee, an underwriting fee and an agency fee.
9.17	If Linde exercises its option to extend the maturity of Facility B, Linde must pay an extension option fee of 0.075 per cent. of the amount extended if such amount equals or exceeds 50 per cent. of the Total Facility B Commitments (as defined in the Credit Agreement) or 0.05 per cent. of the amount extended if such amount is less than 50 per cent. of the Total Facility B Commitments.
9.18	The Credit Agreement contains representations and warranties and undertakings given by the Obligors. The undertakings also include obligations to meet certain financial ratios.
9.19	The Credit Agreement also contains provisions which entitle the Lenders, inter alia, to cancel any unborrowed amount and to require repayment of all sums advanced (including interest, fees and

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	expenses) under the Credit Agreement in certain circumstances, notably, for breaches of the undertakings and representations and warranties set out in the Credit Agreement.
9.20	During the Certain Funds Period (as defined in the Credit Agreement), however, no such action may be taken unless a Major Default (as defined in the Credit Agreement) has occurred and is continuing.
9.21	The Credit Agreement includes covenants that restrict Linde from waiving, modifying or amending a term or condition of the Scheme, save:

	(a)	to the extent that the Majority Lenders (as defined in the Credit Agreement) have agreed otherwise;
	(b)	where such waivers, modifications and amendments:

	(i)	could not be reasonably expected to be material and prejudicial to the interests of the Lenders; or
	(ii)	are required by the Panel, the City Code, the rules or requirements of any securities exchange with jurisdiction over Linde or BOC or any other applicable law or regulation; or

	(c)	where the Panel will not allow the relevant condition to be invoked.

9.22	If Linde wishes to waive or amend any of the conditions to the Scheme (other than as permitted pursuant to 9.21 (a)-(c) above), the Majority Lenders may (if, in their opinion, they consider that the proposed amendment, waiver or modification could be reasonably expected to be material and prejudicial to the interests of the Lenders and is of material significance in the context of the Scheme) require Linde to make representations to the Panel to establish whether the Panel would permit Linde to invoke the relevant condition. If the Panel grants such permission, then Linde shall invoke such condition. Linde has agreed to give BOC three business days’ notice of any intention to invoke a condition.
9.23	Linde closed the successful syndication of the loan transaction supporting the acquisition of BOC on 3 May 2006. The syndication process, managed by Mandated Lead Arrangers Commerzbank AG, Deutsche Bank AG, Dresdner Kleinwort Wasserstein — The Investment Banking Division of Dresdner Bank AG, and Morgan Stanley Bank International Limited (jointly acting as bookrunners), and Mandated Lead Arranger The Royal Bank of Scotland plc, concluded with an oversubscription of 60 per cent.

9.24

Since the announcement on 6 March 2006 by Linde and BOC that they had reached agreement on the terms of the Offer, Linde has successfully completed the Linde Rights Offering, raising €1,835,280,738 billion as a result of a capital increase. Linde has also, in that period, successfully raised €691,249,996 and £247,642,500 as the result of the issuance of new hybrid capital. The proceeds of these equity and hybrid capital fundraisings have been placed on deposit to be used by Linde to finance the Offer. As a result, Linde has reduced the committed funds available under Facility B by £2.0 billion to £3.5 billion.

(a)	without BOC’s consent (such consent not to be unreasonably withheld or delayed), Linde undertakes not to waive, in whole or in part, any of the Pre-Conditions or elect to implement the proposed acquisition by way of a takeover offer or by using one or more subsidiaries of Linde in addition to or in place of Linde. Such consent shall not be required if a bona fide competing offer has been made public or there has been a change in the BOC Board’s recommendation of the Offer, except in response to a Linde Event;
(b)	Linde and BOC agree to use all reasonable endeavours to achieve the satisfaction of the Pre-Conditions as promptly as practicable and in any event by 31 May 2006 (including co-operating and proceeding with a Phase II enquiry under the Merger Regulation, if such enquiry were initiated and a Second Request under the Hart-Scott-Rodino Anti-trust Improvements Act 1976, as amended, if a Second Request were made);

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(c)	BOC will pay to Linde a compensation fee of £75 million (subject to any adjustment for VAT) if:

	(i)	an independent competing offer is announced before Linde has indicated to BOC that it does not wish BOC to proceed with the Scheme or the takeover offer lapses or is withdrawn or (with the consent of the Panel) is not made and that competing offer (or any other independent competing offer which is announced before (A) Linde has indicated to BOC that it does not wish BOC to proceed with the Scheme or the takeover offer lapses or is withdrawn or (with the consent of the Panel) is not made or (B) any such earlier independent competing offer lapses, is withdrawn or is not made) subsequently becomes or is declared unconditional in all respects or is otherwise completed; or
	(ii)	the BOC Board does not recommend the Offer or withdraws or adversely modifies its recommendation of the Offer or agrees or resolves to recommend an independent competing offer, except in response to a Linde Event; and

(d)	Linde will pay to BOC a compensation fee of £75 million (subject to any adjustment for VAT) if a Linde Event has occurred and:

	(i)	the Offer fails in response to such event; or
	(ii)	the Offer has not become unconditional by 28 February 2007.

11.1

Other than the Break Fee Agreement, there are no contracts, other than those entered into in the ordinary course of business, that have been entered into by members of the BOC Group in the period beginning on 24 January 2004 (being the date two years prior to the commencement of the Offer Period) and ending on 18 July 2006 (the last practicable date prior to the publication of this document) and which are or may be material.

11.2

In addition to the Break Fee Agreement and the Credit Agreement, the following contracts, not being contracts entered into in the ordinary course of business, have been entered into by a member of the Linde Group in the period beginning on 24 January 2004 (being the date two years prior to the commencement of the Offer Period) and ending on 18 July 2006 (being the last practicable date prior to the publication of this document) and are or may be material:

	(a)	An Underwriting Agreement (the “Underwriting Agreement”) dated 23 June 2006 among (1) Linde, (2) Deutsche Bank Aktiengesellschaft, (3) Morgan Stanley Bank AG, (4) Dresdner Bank Aktiengesellschaft, (5) COMMERZBANK Aktiengesellschaft, (6) Société Générale, (7) Bayerische Hypo-und Vereinsbank AG, (8) WestLB AG, (9) UBS Limited, (10) BNP Paribas, (11) DZ BANK AG Deutsche Zentral-Genossenschaftsbank, (12) Calyon, (13) Landesbank Baden-Württemberg and (14) Landesbank Hessen-Thüringen Girozentrale ((2) through (14) together, the “Underwriters”). Deutsche Bank Aktiengesellschaft and Morgan Stanley Bank AG were the Global Coordinators in connection with the Linde Rights Offering.

	According to the Underwriting Agreement, each Underwriter severally agreed to subscribe for certain quantities of New Linde Shares and to offer such New Linde Shares for subscription to the holders of Linde shares and to the holders of the €550,000,000 1.25 per cent. Convertible Notes Due 2009 issued by Linde Finance B.V. Linde agreed to issue the corresponding number of New Linde Shares.
	Pursuant to the Underwriting Agreement, the Underwriters agreed to pay to Linde at least the subscription price of €49.50, for those New Linde Shares for which subscription rights were exercised, on 11 July 2006, and for those New Linde Shares for which no subscription rights were exercised, on 13 July 2006, in each case less any payments previously made, including the issue price of €2.56 per each New Linde Share and the commission payable by Linde.

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	Linde agreed to pay the Underwriters a commission of approximately €18 million, and to indemnify them against certain liabilities. The Underwriting Agreement also stipulated that the Underwriters’ obligations were contingent on the fulfillment of certain conditions, such as the receipt of standard legal opinions. All of these conditions were satisfied.
	All of the New Linde Shares available in the Linde Rights Offering were taken in full by existing holders of shares in Linde, holders of the €550,000,000 1.25 per cent. Convertible Notes Due 2009 issued by Linde Finance B.V. or third parties.

	(b)	An Underwriting Agreement in relation to the issuance of hybrid bonds (the “Hybrid Underwriting Agreement”) dated 12 July 2006 among (1) Linde Finance B.V., Amsterdam (the “Issuer”), (2) Linde, (3) Barclays Bank PLC, (4) Citigroup Global Markets Limited, (5) Dresdner Bank AG London Branch, (6) UBS Limited, (7) Bayerische Hypo-und Vereinsbank AG, (8) BNP Paribas, (9) Commerzbank Aktiengesellschaft, (10) HSBC Bank plc, (11) Société Générale and (12) The Royal Bank of Scotland plc ((3) through (12) together the “Managers”). Pursuant to the Hybrid Underwriting Agreement, Linde has agreed to pay the Managers a commission of up to 0.75 per cent. of the principal amount of the Bonds (as defined below), and to indemnify the Managers against certain liabilities.

	In accordance with the terms of the Hybrid Underwriting Agreement, the Issuer has issued, and the Managers have, severally and not jointly, subscribed for, guaranteed subordinated fixed to floating rate callable bonds in the aggregate principal amount of €691,249,996 and £247,643,500 on 14 July 2006, each such bond having a principal amount of €1,000 and £1,000, respectively (together the “Bonds”).
	For the benefit of holders of the Bonds, Linde has issued in each case a subordinated unconditional and irrevocable guarantee. In addition, Linde has unconditionally and irrevocably undertaken in an undertaking to effect a tender offer (the “Undertaking to Effect a Tender Offer”) to the holders of its Qualifying Securities (as defined in the Undertaking to Effect a Tender Offer) that it will make a tender offer to all holders of the Qualifying Securities pursuant to which Linde will offer to repurchase such securities at 100 per cent. of their respective nominal amounts plus any interest accrued until the day of repurchase if (i) a Change of Control (as defined in the terms and conditions of the Bonds) has occurred; and (ii) the Issuer of the Bonds has exercised its call right pursuant to §6(6) of the terms and conditions of the Bonds.

13.1	Save as disclosed in the unaudited interim results of BOC for the 6 months ended 31 March 2006, there has been no material change in the financial or trading position of BOC since 30 September 2005, being the date to which the latest published audited financial statements of BOC were drawn up.
13.2	Save as disclosed in the unaudited interim results of Linde for the three months ended 31 March 2006, there has been no material change in the financial or trading position of Linde since 31 December 2005, being the date to which the latest published audited financial statements of Linde were drawn up.
13.3	On 11 July 2006, BOC announced that it had been informed by Celanese Corporation that it had lodged a complaint against BOC in the District Court of Dallas County, Texas, for an amount, including exemplary damages, of not less than $960 million in relation to a project at Nanjing China. BOC believes the claim, which is proceeding, to be completely without merit.

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14.1	The value attributed to the existing issued share capital of BOC is based upon the 514,501,580 BOC Shares in issue as at the close of business on 18 July 2006, the last practicable date prior to the publication of this document.
14.2	The closing price of BOC Shares on 23 January 2006, the last Business Day before the announcement by BOC that it had received a preliminary approach regarding a possible offer, is taken from the Official List.
14.3	The closing price of BOC Shares on 3 March 2006 is taken from the Official List.
14.4	The average closing price per BOC Share during the three months up to and including 23 January 2006 is derived from the Official List.
14.5	Unless otherwise stated, the financial information relating to the BOC Group is extracted or derived without any adjustment from the audited consolidated financial statements of the BOC Group for the relevant financial year or from the interim results statement of the BOC Group for the six months ended 31 March 2006.
14.6	Unless otherwise stated, the financial information relating to Linde is extracted from the audited consolidated financial statements of Linde for the relevant financial year.

(A)	the memorandum and articles of association of BOC;
(B)	the articles of association of Linde;

(C)	the audited consolidated accounts of the BOC Group for the two financial years ended 30 September 2005 (as stated in UK GAAP), the IFRS restatement of the financial information for the year ended 30 September 2005 and the unaudited interim results of the BOC Group for the six months ended 31 March 2006 (as stated in IFRS);

(D)	the audited consolidated accounts of the Linde Group for the two financial years ended 31 December 2005 and the unaudited interim results of Linde for the three months ended 31 March 2006;

(E)	copies of the service contracts and letters of appointment of the BOC Directors referred to in paragraph 6 above;
(F)	copies of the undertakings of the BOC Directors referred to in paragraph 3.1 above;

(G)	copies of the written consents referred to in paragraph 15 above;
(H)	copies of the material contracts referred to in paragraph 11 above, the Break Fee Agreement and the Credit Agreement;
(I)	the draft Loan Note Instruments (subject to modification) and the Loan Note valuation by Deutsche Bank and Morgan Stanley dated 19 July 2006;
(J)	the rules of the BOC Share Schemes;
(K)	a copy of the Notice of Termination referred to in paragraph 3 of Part Five of this document which is being sent to holders of BOC ADSs with this document; and
(L)	this document, the Forms of Proxy and the Loan Note Form of Election.

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IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION COMPANIES COURT		No. 4894 of 2006

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(A)	In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

“2006 Awards”		awards under the BOC Share Schemes which may be exercised or released following the Effective Date and, if exercised or released, will be satisfied from the Excluded Shares or by the issue of BOC Shares
“2006 Options”		options under the BOC Share Schemes which may be exercised following the Effective Date and, if exercised, will be satisfied from the Excluded Shares or by the issue of BOC Shares
“Act”		the Companies Act 1985, as amended
“BOC Employee Share Trust”		The BOC Group plc Employee Share Trust (1995) dated 8 February 1995
“BOC Shares”		the ordinary shares of 25 pence each in the capital of BOC
“BOC Sharesave Schemes”		the BOC UK Savings-Related Share Option Schemes 1995, the BOC UK Savings-Related Share Option Plan 2005, the BOC Republic of Ireland Savings-Related Share Option Scheme 2005, the BOC Employee Share Option Scheme (Australia) 1995, the BOC Employee Share Option Scheme (New Zealand) 1995, the BOC Employee Share Option Scheme (Australia) 2005 and the BOC Employee Share Option Scheme (New Zealand) 2005
“BOC Share Schemes”		the BOC Executive Share Option Scheme 1995, the BOC Executive Share Option Scheme 1995 Jersey, the BOC Executive Share Option Scheme 2003, the BOC Long Term Incentive Plan, the BOC Share Matching Plan and the BOC Sharesave Schemes
“Business Day”		a day, other than a Saturday or Sunday or public holiday or bank holiday, on which banks are generally open for business in the City of London
“Cancellation Shareholders”		holders of Cancellation Shares
“Cancellation Shares”		Scheme Shares, other than the Loan Note Elected Shares
“certificated” or “in certificated      form”		a share which is not in uncertificated form (that is, not in CREST)
“Circular”		the document dated 22 July 2006 sent by the Company to the holders of BOC Shares and others of which this Scheme forms part
“Company” or “BOC”		The BOC Group plc, a company incorporated in England and Wales with registered number 22096
“Court”		the High Court of Justice in England and Wales
“Court Meeting”		the meeting of the BOC Shareholders convened by order of the Court pursuant to section 425 of the Act to consider and, if thought fit, approve this Scheme, including any adjournment thereof
“CREST”		the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by CRESTCo in accordance with the Regulations
“CRESTCo”		CRESTCo Limited

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“Effective Date”		the date on which this Scheme becomes effective in accordance with clause 8 of this Scheme
“Excluded Shares”		the BOC Shares held by the trustee of the BOC Employee Share Trust (being a maximum of 4,258,686 BOC Shares), all of which will not be acquired or cancelled pursuant to this Scheme in order to be kept available to satisfy 2006 Options and 2006 Awards
“Hearing”		the hearing by the Court of the petition to sanction this Scheme and to confirm the reduction of BOC’s share capital under section 137 of the Act provided for by this Scheme
“holder”		a registered holder and includes any person(s) entitled by transmission
“Linde”		Linde AG, a public company incorporated in Germany with registered number HRB 10000 (at the local court of Wiesbaden)
“Linde Group”		Linde and its subsidiaries and subsidiary undertakings
“Loan Note Alternative”		the alternative whereby (a) Scheme Shareholders (other than Restricted Overseas Persons) may elect to receive, subject to the terms and conditions set out in this Scheme, Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled under this Scheme; and (b) holders of 2006 Options and/or 2006 Awards (including their spouses or civil partners to whom they transfer BOC Shares acquired on exercise/vesting of those options and awards) (other than Restricted Overseas Persons) and/or Alan Ferguson (in respect of his special share award) may elect to receive, subject to the terms and conditions set out in this Scheme, Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled in respect of their BOC Shares acquired after the Scheme Record Time and acquired by Linde under the proposed amendments to BOC’s articles of association
“Loan Note Deadline”		the latest time for lodging Loan Note Forms of Election which will be 3:00 p.m. on Sunday 3 September 2006 or such other time and date as may be notified to BOC Shareholders via a Regulatory Information Service or as may otherwise be required by the Panel
“Loan Note Elected Shareholders”		holders of Loan Note Elected Shares
“Loan Note Elected Shares”		Scheme Shares (if any) in respect of which (a) valid elections for the Loan Note Alternative have been made in accordance with its terms; and (b) Loan Notes are to be issued in accordance with the Loan Note Alternative
“Loan Note Form of Election”		the green form of election relating to the Loan Note Alternative and accompanying the Circular
“Loan Notes”		the loan notes of Linde to be issued pursuant to the Loan Note Alternative which, at the election of the relevant Scheme Shareholder, shall be either QCB Loan Notes or Non QCB Loan Notes (as the case may be), particulars of which are summarised in Part Six of the Circular
“members”		members of the Company on the register of members at any relevant date

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“Non QCB Loan Notes”		the Loan Notes which contain a provision giving Linde the option to repay amounts owing under the Non QCB Loan Notes in US dollars
“Order”		the order of the Court sanctioning this Scheme under section 425 of the Act and confirming the reduction of share capital under section 137 of the Act provided for by this Scheme
“Order Date”		the date on which the Court makes the Order
“QCB Loan Notes”		the Loan Notes which do not contain a provision giving Linde the option to repay amounts owing under the QCB Loan Notes in US dollars
“Regulations”		the Uncertificated Securities Regulations 2001 (SI 2001/3755)
“Restricted Overseas Person”		(i) a US person as defined in Regulation S under the US Securities Act, (ii) a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Linde reasonably believes to be in or resident in, Canada, Australia, Japan, Malaysia or New Zealand and (iii) persons in any other jurisdiction (other than persons in the United Kingdom) whom Linde is advised it is necessary to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent, or any registration or other formality which Linde regards as unduly onerous
“Scheme”		this scheme of arrangement in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and Linde
“Scheme Record Time”		6:00 p.m. (London time) on the day immediately before the Effective Date
“Scheme Shareholders”		the holders of Scheme Shares
“Scheme Shares”		BOC Shares which are:

	(i)     in issue at the date of the Circular;

	(ii)	(if any) issued after the date of the Circular and before the Voting Record Time; and
	(iii)	(if any) issued at or after the Voting Record Time and before 6:00 p.m. on the day before the Order Date, in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by this Scheme,

		in each case other than any Excluded Shares and any BOC Shares which are beneficially held by a member of the Linde Group
“uncertificated” or “in      uncertificated form”		a share or other security recorded on the relevant register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST
“US” or “United States”		the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia

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“US Securities Act”		the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
“Voting Record Time”		6:00 p.m. (London time) on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. (London time) on the second day before the day of such adjourned meeting

(B)	The authorised share capital of the Company at the date of this Scheme is £147,500,000 divided into 590,000,000 ordinary shares, of which, as at the close of business on 18 July 2006, 514,501,580 have been issued and are credited as fully paid and the remainder are unissued.
(C)	Linde (which, at the time of this Scheme, holds 1 BOC Share) has agreed to appear by counsel at the Hearing and to submit to be bound by, and to undertake to the Court to be bound by, this Scheme and to execute and do and procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.
(D)	The Trustee of the BOC Employee Share Trust has agreed to appear by counsel at the Hearing and to consent to be bound by this Scheme.

1.1	The capital of the Company shall be reduced by cancelling and extinguishing the Cancellation Shares.
1.2	Subject to, and forthwith upon, the said reduction of capital taking effect:

	(A)	the authorised share capital of the Company shall be increased to its former amount by the creation of such number of BOC Shares as is equal to the number of Cancellation Shares; and
	(B)	the reserve arising in the books of account of the Company as a result of the said reduction of capital shall be appropriated and applied in paying up in full at par the ordinary shares created pursuant to clause 1.2(A) of this Scheme, which shall be allotted and issued credited as fully paid to Linde and/or its nominees.

for every Cancellation Share	1,600 pence in cash

3.1

Conditional upon and subject to clause 4 of this Scheme, if any holder of Scheme Shares other than a Restricted Overseas Person shall have made a valid election under the Loan Note Alternative in respect of all or some only of his or her Scheme Shares, his or her Loan Note Elected Shares shall be transferred to Linde and Linde shall, in consideration for the transfer of the Loan Note Elected Shares (and subject to the remaining provisions of this clause 3), allot and issue to such Loan Note Elected Shareholder (as appearing in the register of members at the Scheme Record Time) Loan Notes on the following basis:

for each £1 of cash consideration otherwise receivable under this Scheme			£1 nominal value of Loan Notes

	provided that the Loan Note Alternative is not available to Restricted Overseas Persons.

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3.2	If valid elections for the Loan Note Alternative received by the Loan Note Deadline would result in the issue of less than £20 million nominal value of Loan Notes in aggregate, Linde reserves the right not to issue any Loan Notes. If no Loan Notes are issued pursuant to this clause 3.2:

	(A)	any relevant Scheme Shares whose holders have made a valid election under the Loan Note Alternative shall be treated as Cancellation Shares for the purposes of this Scheme;
	(B)	such holders shall then receive the cash to which they would otherwise be entitled under this Scheme; and
	(C)	clause 4 of this Scheme shall not apply.

3.3	The Loan Notes shall be issued credited as fully paid and in amounts and integral multiples of £1 nominal. No fraction of a Loan Note shall be issued to any holder of Scheme Shares and the cash entitlement relating thereto shall be disregarded and not paid to such holder.
3.4	The election referred to in clause 3.1 of this Scheme shall be made by the completion and delivery of a Loan Note Form of Election in accordance with the instructions thereon and, if Scheme Shares are held in uncertificated form (that is, in CREST), a transfer to escrow instruction to CRESTCo.
3.5	Linde shall be entitled, in determining whether a Loan Note Form of Election is valid or not, to exercise the powers and discretions provided for in Part Seven of the Circular.
3.6	Upon execution and delivery by a holder of Scheme Shares of a valid Loan Note Form of Election such holder shall be bound by the terms and provisions contained in the Loan Note Form of Election and in Part Seven of the Circular and in particular (but without prejudice to the generality of the foregoing):

	(A)	shall be responsible for the representations and warranties contained in Notes 2 and 4 on page 4 of the Loan Note Form of Election; and
	(B)	shall be bound by the provisions set out in paragraph 3 of Part Seven of the Circular.

3.7 (A)

If at the Scheme Record Time the number of Scheme Shares held by a person who has elected to receive Loan Notes is equal to or exceeds the number of Scheme Shares in respect of which an election for Loan Notes made by him or her would otherwise be effective, the validity of his or her election shall not be affected by any alteration in his or her holding of Scheme Shares between the date on which he or she made such election and the Scheme Record Time and any reductions in his or her holding shall, if applicable, be treated as disposals of those Scheme Shares in respect of which he or she did not elect to receive Loan Notes.

	(B)	If at the Scheme Record Time the number of Scheme Shares held by a person who has so elected to receive Loan Notes is less than the number of Scheme Shares in respect of which the holder has elected to receive such Loan Notes, he or she shall be treated as having validly elected to receive Loan Notes in respect of all of his or her Scheme Shares.

4.1	Forthwith and conditional upon the cancellation of the Cancellation Shares becoming effective in accordance with clause 8.1 of this Scheme, the allotment of the BOC Shares referred to in clause 1.2(B) of this Scheme and the registration of such BOC Shares in the name of Linde and/or its nominees, but subject to clause 3.2 of this Scheme, Linde or its nominees shall acquire all the Loan Note Elected Shares (if any) fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights now or hereafter attaching thereto including the right to receive and retain all dividends and other distributions announced, declared or paid on or after 6 March 2006, other than the Second Interim Dividend (to the extent set out in paragraph 2 of Part Two of the Circular).
4.2	For such purposes, the Loan Note Elected Shares shall be transferred to Linde and/or its nominees and to give effect to such transfer any person may be appointed by Linde to execute as transferor an instrument of transfer of, or give any instruction to transfer, any Loan Note Elected Shares and every instrument of, or instruction to, transfer so executed or given shall be as effective as if it had been executed or given by the holder or holders of the Loan Note Elected Shares thereby transferred.

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5.1	Not more than 14 days after the Effective Date, Linde shall:

	(A)	in the case of Cancellation Shares which at the Scheme Record Time were in certificated form, dispatch, or procure the dispatch of, to the persons entitled thereto in accordance with the provisions of clause 5.2 of this Scheme, cheques for the sums payable to them respectively in accordance with clause 2 of this Scheme or, in the case of Cancellation Shares which at the Scheme Record Time are in uncertificated form, ensure that a CREST payment obligation in respect of the sums payable to the persons entitled thereto is created in accordance with the CREST payment arrangements provided that Linde reserves the right to make payment of the said consideration by cheque as aforesaid if, for any reason, it wishes to do so; and
	(B)	against the execution of any instrument of, or instruction to, transfer referred to in clause 4 of this Scheme, in the case of Loan Note Elected Shares, issue the Loan Notes which it is required to issue pursuant to clause 3 of this Scheme and deliver certificates therefor to the persons entitled thereto, in accordance with the provisions of clause 5.2 of this Scheme.

5.2	All deliveries of cheques and certificates required to be made pursuant to this Scheme shall be effected by posting the same by first class post in pre-paid envelopes addressed to the persons entitled thereto at their respective addresses as appearing in the register of members of the Company at the Scheme Record Time (or, in the case of joint holders, at the address of that one of the joint holders whose name stands first in the said register in respect of such joint holding at such time) or in accordance with any special instructions regarding communications, and neither Linde nor the Company shall be responsible for any loss or delay in the transmission of cheques or certificates sent in accordance with this clause 5.2 which shall be sent at the risk of the person entitled thereto.
5.3	All cheques shall be made payable to the person to whom in accordance with the foregoing provisions of this clause 5 the envelope containing the same is addressed and the encashment of any such cheque shall be a complete discharge by Linde of the monies represented thereby. In respect of payments made through CREST, Linde shall ensure that an assured payment obligation is credited in accordance with the CREST assured payment arrangements. The creation of such an assured payment arrangement shall be a complete discharge of Linde’s obligations under this Scheme with reference to payments made through CREST.
5.4	The provisions of this clause 5 shall be subject to any prohibition or condition imposed by law.

6.1	With effect from and including the Effective Date:

	(A)	all certificates representing Cancellation Shares shall cease to have effect as documents of title to the Cancellation Shares comprised therein; and
	(B)	in respect of those holders of Cancellation Shares holding Cancellation Shares in uncertificated form, CRESTCo shall be instructed to cancel such holders’ entitlements to such Cancellation Shares.

6.2	Appropriate entries will be made in the Company’s register of members with effect from the Effective Date to reflect the cancellation of all Cancellation Shares.

8.1	This Scheme shall become effective in accordance with its terms as soon as an office copy of the Order shall have been delivered to the Registrar of Companies in England and Wales for registration and such office copy shall have been registered by him.

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8.2	Unless this Scheme shall become effective on or before 28 February 2007 or such later date, if any, as Linde and the Company may agree and the Court may allow, this Scheme shall never become effective.

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“2006 Awards”		awards under the BOC Share Schemes which may be exercised or released following the Effective Date and, if exercised or released, will be satisfied from the Excluded Shares or by the issue of BOC Shares
“2006 Options”		options under the BOC Share Schemes which may be exercised following the Effective Date and, if exercised, will be satisfied from the Excluded Shares or by the issue of BOC Shares
“Act” or “Companies Act”		the Companies Act 1985, as amended
“ADR Record Date”		24 July 2006
“ADS Voting Instruction Card”		the voting instruction card for use by registered holders of BOC ADSs to provide instructions to the Depositary as to how to vote the BOC Shares represented by their BOC ADSs in connection with the Court Meeting and the EGM
“Australia”		the Commonwealth of Australia, its territories and possessions
“Board” or “BOC Board”		the board of directors of BOC
“BOC”		The BOC Group plc, a company incorporated in England and Wales with registered number 22096
“BOC ADS”		one or more BOC American Depositary Shares evidenced by an American Depositary Receipt and representing two BOC Shares
“BOC Directors”		the persons whose names are set out in paragraph 2.1 of Part Nine of this document or, where the context so requires, the directors of BOC from time to time
“BOC Employee Share Trust”		The BOC Group plc Employee Share Trust (1995) dated 8 February 1995
“BOC Group”		BOC and its subsidiaries and subsidiary undertakings and, where the context admits, each of them
“BOC Shareholders”		the holders of BOC Shares
“BOC Shares”		the ordinary shares of 25 pence each in the capital of BOC
“BOC Sharesave Schemes”		the BOC UK Savings-Related Share Option Schemes 1995, the BOC UK Savings-Related Share Option Plan 2005, the BOC Republic of Ireland Savings-Related Share Option Scheme 2005, the BOC Employee Share Option Scheme (Australia) 1995, the BOC Employee Share Option Scheme (New Zealand) 1995, the BOC Employee Share Option Scheme (Australia) 2005 and the BOC Employee Share Option Scheme (New Zealand) 2005
“BOC Share Schemes”		the BOC Executive Share Option Scheme 1995, the BOC Executive Share Option Scheme 1995 Jersey, the BOC Executive Share Option Scheme 2003, the BOC Long Term Incentive Plan, the BOC Share Matching Plan and the BOC Sharesave Schemes
“BOC UK Defined Benefit Pension Schemes”		the BOC Pension Scheme and the BOC Senior Executive Pension Scheme
“Break Fee Agreement”		the break fee agreement entered into by Linde and BOC on 6 March 2006
“Business Day”		a day, other than a Saturday or Sunday or public holiday or bank holiday, on which banks are generally open for normal business in the City of London
“Canada”		Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof
“Cancellation Shareholders”		holders of Cancellation Shares
“Cancellation Shares”		Scheme Shares, other than the Loan Note Elected Shares
“Capital Reduction”		the reduction of BOC’s share capital under section 137 of the Act provided for by the Scheme

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“certificated” or “in certificated form”		a share or other security which is not in uncertificated form (that is, not in CREST)
“City Code”		the City Code on Takeovers and Mergers
“closing price”		the closing middle-market quotation of a BOC Share as derived from the Official List on any particular day
“Conditions”		the conditions to the implementation of the Scheme and the Offer, which are set out in Part Three of this document
“Court”		the High Court of Justice in England and Wales
“Court Meeting”		the meeting of the BOC Shareholders convened by order of the Court pursuant to section 425 of the Act to consider and, if thought fit, approve the Scheme, including any adjournment thereof, notice of which is set out in Part Twelve of this document
“Credit Agreement”		the credit agreement originally entered into on 3 March 2006 by Linde with, amongst others, Commerzbank AG, Deutsche Bank AG, Dresdner Kleinwort Wasserstein — The Investment Banking Division of Dresdner Bank AG, Morgan Stanley Bank International Limited and The Royal Bank of Scotland plc as mandated lead arrangers and Deutsche Bank Luxembourg S.A. as facility agent — as the same may be amended and restated from time to time
“CREST”		the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by CRESTCo in accordance with the Regulations
“CRESTCo”		CRESTCo Limited
“CREST Manual”		the CREST Manual referred to in agreements entered into by CRESTCo
“Deposit Agreement”		the amended and restated deposit agreement between the Depositary, BOC and holders of ADRs, dated 18 September 1996
“Depositary”		JPMorgan Chase Bank, N.A., 4 New York Plaza, New York, New York 10004, United States, as depositary under the Deposit Agreement
“Deutsche Bank”		Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB
“Disclosure Period”		the period commencing on 24 January 2005 (being the date 12 months prior to the commencement of the Offer Period) and ending on 18 July 2006 (the last practicable date prior to the publication of this document)
“Dividend Reinvestment Plan”		the plan operated by BOC through which BOC Shareholders may invest the whole of their cash dividend in additional BOC Shares
“Effective Date”		the date on which the Scheme becomes effective in accordance with its terms pursuant to clause 8 of the Scheme
“EGM” or “Extraordinary General Meeting”		the extraordinary general meeting of the BOC Shareholders convened by the notice set out in Part Thirteen of this document, including any adjournment thereof
“Excluded Shares”		the BOC Shares held by the trustee of the BOC Employee Share Trust (being a maximum of 4,258,686 BOC Shares), all of which will not be acquired or cancelled pursuant to the Scheme in order to be kept available to satisfy 2006 Options and 2006 Awards
“Explanatory Statement”		this document and, in particular, Part Two of this document, which has been prepared in accordance with section 426 of the Act
“Form of Proxy”		either or both of the blue form of proxy for use at the Court Meeting and the white form of proxy for use at the EGM which accompany this document, as the context requires, and “Forms of Proxy” shall be construed accordingly

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“FSA”		the Financial Services Authority
“Hearing”		the hearing by the Court of the petition to sanction the Scheme and to confirm the Capital Reduction
“HMRC”		H.M. Revenue & Customs
“holder”		a registered holder and includes any person(s) entitled by transmission
“IFRS”		international financial reporting standards
“interest payment dates”		has the meaning given to it in paragraph 2.1 of Part Six of this document, and “interest payment date” shall be construed accordingly
“interest period”		has the meaning given to it in paragraph 2.1 of Part Six of this document
“Japan”		Japan, its cities, prefectures, territories and possessions
“JPMorgan Cazenove”		JPMorgan Cazenove Limited, a private limited company, incorporated and registered in England and Wales, whose registered office is at 20 Moorgate, London EC2R 6DA
“LIBOR”		the London Interbank Offered Rate expressed as a rate per annum for six month sterling deposits of £1 million
“Linde”		Linde AG, a public company incorporated in Germany with registered number HRB 10000 (at the local court of Wiesbaden)
“Linde Directors”		the persons whose names are set out in paragraph 2.2 of Part Nine of this document or, where the context so requires, the members of the Executive Board of Linde from time to time
“Linde Event”		any event or circumstance attributable to any act or omission of Linde, its Supervisory or Executive Board or its advisers (acting in their capacity as such) or its financing banks or other debtholders or shareholders (acting in their capacity as such) which would materially delay or prevent completion of the acquisition other than the exercise by Linde or the financing banks of any rights under, or relating to, the conditions to the Offer
“Linde Group”		Linde and its subsidiaries and subsidiary undertakings and, where the context admits, each of them
“Linde Rights Offering”		the offering by way of a rights issuance to the then existing holders of shares in Linde and to holders of the €550,000,000 1.25 per cent. Convertible Notes Due 2009 issued by Linde Finance B.V. of new shares in Linde, as described in paragraph 7 of the Explanatory Statement in Part Two of this document
“Listing Rules”		the listing rules made by the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority’s publication of the same name, as amended
“Loan Note Alternative”		the alternative whereby (a) Scheme Shareholders (other than Restricted Overseas Persons) may elect to receive, subject to the terms and conditions set out in the Scheme, Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled under the Scheme; and (b) holders of 2006 Options and/or 2006 Awards (including their spouses or civil partners to whom they transfer BOC Shares acquired on exercise/ vesting of those options and awards) (other than Restricted Overseas Persons) and/or Alan Ferguson (in respect of his special share award) may elect to receive, subject to the terms and conditions set out in this document, Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled in respect of their BOC Shares acquired after the Scheme Record Time and acquired by Linde under the proposed amendments to BOC’s articles of association

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“Loan Note Deadline”		the latest time for lodging Loan Note Forms of Election, which will be 3:00 p.m. on Sunday 3 September 2006 or such other time and date as may be notified to BOC Shareholders via a Regulatory Information Service or as may otherwise be required by the Panel
“Loan Note Elected Shareholders”		holders of Loan Note Elected Shares, and “Loan Note Elected Shareholder” shall be construed accordingly
“Loan Note Elected Shares”		Scheme Shares (if any) in respect of which (a) valid elections are made under the Loan Note Alternative in accordance with its terms; and (b) Loan Notes are to be issued in accordance with the Loan Note Alternative
“Loan Note Form of Election”		the green form of election relating to the Loan Note Alternative and accompanying this document
“Loan Note Instruments”		the loan note instruments constituting the Loan Notes
“Loan Notes”		the loan notes of Linde to be issued pursuant to the Loan Note Alternative which, at the election of the relevant Scheme Shareholder, shall be either QCB or Non QCB Loan Notes (as the case may be), particulars of which are summarised in Part Six of this document
“London Stock Exchange”		London Stock Exchange plc
“Meetings”		the Court Meeting and/or the EGM, as the case may be and “Meeting” shall be construed accordingly
“Merrill Lynch”		Merrill Lynch International, a private unlimited company, incorporated and registered in England and Wales, whose registered office is at 2 King Edward Street, London EC1A 1HQ
“Morgan Stanley”		Morgan Stanley & Co. Limited, a private limited company, incorporated and registered in England and Wales, whose registered office is at 25 Cabot Square, Canary Wharf, London E14 4QA
“New BOC Shares”		the new ordinary shares of 25 pence each in the capital of BOC to be issued in accordance with clause 1.2(B) of the Scheme
“New Linde Shares”		the new shares in Linde issued as part of the Linde Rights Offering
“Non QCB Loan Notes”		the Loan Notes which contain a provision giving Linde the option to repay amounts owing under the Non QCB Loan Notes in US dollars
“Offer”		the offer by Linde for BOC to be implemented by way of the Scheme and the other matters relevant thereto to be considered at the Court Meeting and the EGM (or, if, with the consent of the Panel and, subject to a continuing recommendation by the BOC Board and no bona fide competing proposal having been made public, BOC, Linde so elects, to be implemented by a takeover offer)
“Offer Period”		the period commencing on 24 January 2006 and ending on the Effective Date, or such other date as the Panel may decide
“Official List”		the Daily Official List of the UK Listing Authority
“Order”		the order of the Court sanctioning the Scheme under section 425 of the Act and confirming the Capital Reduction
“Order Date”		the date on which the Court makes the Order
“Overseas Persons”		BOC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the UK
“Panel”		the Panel on Takeovers and Mergers
“Pensions Regulator”		the Pensions Regulator established under the Pensions Act 2004 or any successor body which is established in relation to occupational pension schemes
“Pre-Conditions”		the pre-conditions to the making of the Offer set out in paragraph 1 of Part Three of this document which were satisfied before this document was posted

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“QCB Loan Notes”		the Loan Notes which do not contain a provision giving Linde the option to repay amounts owing under the QCB Loan Notes in US dollars
“QCB Noteholder”		has the meaning given to it in paragraph 3.1 of Part Six of this document
“Registrars”		Lloyds TSB Registrars
“Regulations”		the Uncertificated Securities Regulations 2001 (SI 2001/3755)
“Regulatory Approvals”		all regulatory approvals and consents necessary for Linde to acquire BOC pursuant to the Offer
“Regulatory Information Service”		any of the regulatory information services set out in Appendix 3 to the Listing Rules from time to time
“Remuneration Committee”		the remuneration committee of the BOC Board
“Restricted Overseas Person”		(i) a US Person, (ii) a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Linde reasonably believes to be in or resident in, Canada, Australia, Japan, Malaysia or New Zealand and (iii) persons in any other jurisdiction (other than persons in the United Kingdom) whom Linde is advised it is necessary to treat as restricted overseas persons in order to avoid the requirement to comply with any governmental or other consent, or any registration or other formality which Linde regards as unduly onerous
“Scheme” or “Scheme of Arrangement”		the proposed scheme of arrangement under section 425 of the Act to effect the Offer between BOC and BOC Shareholders, as set out in Part Ten of this document, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by BOC and Linde
“Scheme Document”		this circular dated 22 July 2006 addressed to BOC Shareholders and others containing, among other things, the terms and conditions of the Scheme, certain information about BOC, and Linde, the notices convening the Meetings and an explanatory statement in compliance with section 426 of the Act
“Scheme Record Time”		6:00 p.m. (London time) on the day immediately before the Effective Date
“Scheme Shareholders”		the holders of Scheme Shares
“Scheme Shares”		BOC Shares which are:

	(i)	in issue at the date of this document;
	(ii)	(if any) issued after the date of this document and before the Voting Record Time; and
	(iii)	(if any) issued at or after the Voting Record Time and before 6:00 p.m. on the day before the Order Date, in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme,

		in each case other than any Excluded Shares and any BOC Shares which are beneficially held by a member of the Linde Group
“SEC”		the United States Securities and Exchange Commission
“Second Interim Dividend”		the second interim dividend, the details of which are set out in paragraph 2 of Part Two of this document, to be paid by BOC to the BOC Shareholders because the announcement of the satisfaction of the Pre-Conditions was not made on or before 7 June 2006
“subsidiary”		has the meaning given in section 736 of the Act
“subsidiary undertaking”		has the meaning given in section 258 of the Act

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“Total Revenue”		means total revenue, including share of revenue, generated by joint ventures and associates
“UK” or “United Kingdom”		the United Kingdom of Great Britain and Northern Ireland
“UK GAAP”		generally accepted accounting principles applied in the UK
“UK Listing Authority”		the FSA in its capacity as the competent authority for listing in the United Kingdom
“uncertificated” or “in uncertificated form”		a share or other security recorded on the relevant register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST
“US” or “United States”		the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia
“US Exchange Act”		the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
“US Person”		a “US person” as defined in Regulation S under the US Securities Act
“US Securities Act”		the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
“Voting Record Time”		6:00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. on the second day before the date of such adjourned meeting
“Wider BOC Group”		has the meaning given to it in paragraph 3 of Part Three of this document
“Wider Linde Group”		has the meaning given to it in paragraph 3 of Part Three of this document
“£” or “sterling”		pounds sterling, or the lawful currency of the UK from time to time
“€”		Euros, or the European common currency adopted by certain members of the European Union
“$” or “US dollars”		United States dollars, or the lawful currency of the United States from time to time

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IN THE HIGH COURT OF JUSTICE		No. 4894 OF 2006
CHANCERY DIVISION
COMPANIES COURT

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Solicitors for the Company	Dated 22 July 2006

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(A)	the directors of the Company be authorised to take all such action as they consider necessary or appropriate for carrying the Scheme into effect;
(B)	the share capital of the Company be reduced by cancelling and extinguishing all the Cancellation Shares (as defined in the Scheme);
(C)	forthwith and contingently on such reduction of capital taking effect (and notwithstanding anything to the contrary in the articles of association of the Company):

	(i)	the authorised share capital of the Company be increased to its former amount by the creation of such number of new ordinary shares of 25 pence each as shall be equal to the number of Cancellation Shares cancelled at sub-paragraph (B) above;
	(ii)	the reserve arising in the books of account of the Company as a result of the cancellation of the Cancellation Shares be applied in paying up in full at par the new ordinary shares of 25 pence each referred to in sub-paragraph (i) above, such new ordinary shares to be allotted and issued, credited as fully paid up, to Linde and/or its nominee(s) in accordance with the Scheme; and
	(iii)	the directors of the Company be hereby authorised pursuant to and in accordance with section 80 of the Companies Act 1985 to give effect to this resolution and accordingly to effect the allotment of the new ordinary shares referred to in sub-paragraph (i) above, provided that (a) this authority shall expire on the fifth anniversary of this resolution, (b) the maximum aggregate nominal amount of shares which may be allotted hereunder shall be 590,000,000 and (c) this authority shall be without prejudice and in addition to any other authority under the said section 80 previously granted before the date on which this resolution is passed;

(D)	with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new article 147:

	(i)	In this article, references to the “Scheme” are to the Scheme of Arrangement between BOC and the Scheme Shareholders (as defined in the Scheme) dated 22 July 2006 as it may be modified or amended (including, without limitation, any modification, addition or condition approved or imposed by the Court) under section 425 of the Companies Act 1985 and terms defined in the Scheme shall have the same meanings in this article. References to “Spouse” include a civil partner under the UK Civil Partnership Act 2004.
	(ii)	If BOC issues any shares (other than to Linde AG (“Linde”) or its nominee(s)) on or after the date of the adoption of this article and on or prior to 6:00 p.m. on the day before the Order Date (as defined in the Scheme) such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the holder or holders of such shares shall be bound by the Scheme accordingly.

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	(iii)	Subject to the Scheme becoming effective, if (a) any shares are issued or transferred pursuant to paragraph (iv) below to any person or any Excluded Shares (as defined in the Scheme) are transferred to any person (in each case, a “New Member”) (other than under the Scheme or to Linde or its nominee(s)) after 6:00 p.m. on the day before the Order Date or (b) the trustee of The BOC Group plc Employee Share Trust (1995) dated 8 February 1995 (the “Trustee”) holds any Excluded Shares on the day immediately following the day falling six months after the date on which the Scheme takes effect (the “Post-Scheme Shares”), such shares will (subject to paragraph (iv) below) be immediately transferred to Linde or as it may direct (the “Purchaser”) in consideration of, and conditional on, the payment by the Purchaser to the New Member or the Trustee of such amount of cash consideration or, provided the New Member, or the New Member’s Spouse to whom some or all of such New Member’s Post-Scheme Shares are to be transferred in accordance with paragraph (iv) below, is not a Restricted Overseas Person (as defined in the Scheme), Loan Notes (as defined in the Scheme), as the New Member or Trustee has elected, as would have been issued pursuant to the Scheme for each such share as if it were a Scheme Share. Provided that a New Member who acquires Post-Scheme Shares more than six months after the date on which the Scheme takes effect may not elect to receive Loan Notes as consideration for any Post-Scheme Shares issued or transferred to him or her and any election to receive Loan Notes made by any such New Member shall be void.
	(iv)	Any New Member may, prior to the issue or transfer of Post-Scheme Shares to him or her pursuant to the exercise of an option under one of BOC’s employee share schemes, give no less than two business days’ written notice to BOC of his or her intention to transfer some or all of such Post-Scheme Shares to his or her Spouse and may, if such notice has been validly given, on such Post-Scheme Shares being issued or transferred to him or her immediately transfer to his or her Spouse any such Post-Scheme Shares, provided that such Post-Scheme Shares will then be immediately transferred from that Spouse to the Purchaser pursuant to paragraph (iii) above as if the Spouse were a New Member. For the avoidance of doubt, where (a) a New Member’s Spouse is a Restricted Overseas Person or (b) a New Member’s Spouse has acquired Post-Scheme Shares pursuant to this paragraph (iv) more than six months after the date on which the Scheme takes effect, such New Member’s Spouse may not elect to receive Loan Notes as consideration for any Post-Scheme Shares transferred to him or her and any election to receive Loan Notes previously made by a New Member in respect of Post-Scheme Shares which are subsequently transferred to his or her Spouse pursuant to this paragraph (iv) shall be void.
	(v)	On any reorganisation of, or material alteration to, the share capital of BOC (including, without limitation, any subdivision and/or consolidation), the value of the consideration per share to be paid under paragraph (iii) of this article shall be adjusted by the directors in such manner as the auditors of BOC may determine to be appropriate to reflect such reorganisation or alteration. References in this article to shares shall, following such adjustment, be construed accordingly.
	(vi)	To give effect to any transfer required by this article 147, BOC may appoint any person as attorney for the New Member or the Trustee to transfer the Post-Scheme Shares to the Purchaser and do all such other things and execute and deliver all such documents as may in the opinion of the attorney be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney is so appointed, the New Member or the Trustee shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post- Scheme Shares unless so agreed by the Purchaser. The attorney shall execute and deliver as transferor a form of transfer or instructions of transfer in respect of the Post-Scheme Shares on behalf of the New Member and/or the Trustee (or any subsequent holder) in favour of the Purchaser and BOC may give a good receipt for the purchase price of the Post-Scheme Shares and may register the Purchaser as holder thereof and issue to it certificates for the same. BOC shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. Where a New Member, provided the New Member, or the New Member’s Spouse to whom some or all of such New Member’s Post-Scheme Shares are to be transferred in accordance with paragraph (iv) above, is not a Restricted Overseas Person (as defined in the Scheme), or the Trustee have made a valid

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		election for and become entitled to receive Loan Notes as consideration for the transfer to the Purchaser of his or her Post-Scheme Shares, such election having been received by the Purchaser by not later than 5:00 p.m. on the day which, in relation to a New Member, is two business days after the day on which the Post-Scheme Shares are issued or transferred to such New Member and, in relation to the Trustee, is the day immediately following the day falling six months after the date on which the Scheme becomes effective, the Purchaser shall, within five business days of the time on which the Post-Scheme Shares are issued or transferred to such New Member or, in relation to the Trustee, the date of receipt of the election, issue Loan Notes to that New Member, provided the New Member, or the New Member’s Spouse to whom some or all of such New Member’s Post-Scheme Shares are to be transferred in accordance with paragraph (iv) above, is not a Restricted Overseas Person (as defined in the Scheme), or the Trustee in an amount equal to the purchase price of all those Post-Scheme Shares in respect of which such New Member or the Trustee has made a valid election. In respect of all those Post-Scheme Shares in respect of which no valid election to receive Loan Notes has been made, or in all cases where the New Member (or the New Member’s Spouse where the relevant Post-Scheme Shares have been transferred to such person) is a Restricted Overseas Person, the Purchaser shall send a cheque drawn on a UK clearing bank in favour of the New Member and/or the Trustee (or any subsequent holder) for the purchase price of such Post-Scheme Shares within five business days of the time on which the Post-Scheme Shares are issued or transferred to the New Member or are acquired from the Trustees.”

(E)	with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the deletion of Article 85 (Shareholding qualification) and the consequential renumbering of, and updating of cross-references in, the remaining articles.

1.	Only holders of ordinary shares of 25 pence in the capital of the Company are entitled to attend and vote at this meeting and may appoint one or more proxies to attend and, on a poll, vote instead of them. A proxy need not be a member of the Company.
2.	Completion and return of a form of proxy will not preclude a shareholder from attending the meeting and voting there in person.
3.	A white form of proxy is enclosed for use at this meeting. To be valid, completed forms of proxy must be returned so as to arrive at the offices of the Company’s registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6ZN, not later than 2:15 p.m. on Monday 14 August 2006. Forms of proxy returned by fax will not be accepted.

A holder of BOC ADSs should complete the ADS Voting Instruction Card in relation to the voting rights attached to the BOC Shares represented by his or her BOC ADSs and return it in accordance with the instructions printed on it as soon as possible, and in any event so as to be received by JP Morgan Chase Bank, N.A., P.O. Box 3500, South Hackensack, New Jersey 07606-3500, United States by 3:00 p.m. (New York time) on Friday 11 August 2006. Those who hold their BOC ADSs indirectly must rely on the procedures of the bank, broker, financial institution or share plan administrator through which they hold their BOC ADSs if they wish to provide voting instructions.

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4.	Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company at 6:00 p.m. on Monday 14 August 2006. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
5.	In the case of joint holders of ordinary shares the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
6.	Shareholders who prefer to register the appointment of their proxy electronically via the Internet can do so through the Lloyds TSB Registrars’ website at www.sharevote.co.uk where full instructions on the procedure are given. The personal reference number, card ID and account number printed on the form of proxy will be required to use this electronic proxy appointment system. Alternatively shareholders who have already registered with Lloyds TSB Registrars’ on-line portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk and clicking on ‘Company Meetings’. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 2:15 p.m. on Monday 14 August 2006. Please note that any electronic communication found to contain a computer virus will not be accepted.
7.	Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for the meeting or any adjournment(s) by using the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

	In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with CRESTCo’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Lloyds TSB Registrars by no later than 2:15 p.m. on Monday 14 August 2006. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Lloyds TSB Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
	CREST members and, where applicable, their CREST sponsor or voting service provider, should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
	The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

8.	Voting on all resolutions at this meeting will be conducted on a poll rather than a show of hands. The Company will use the Lloyds TSB Registrars’ electronic ‘VoteNow’ system at the meeting.

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