BOC GROUP PLC: Offer Update - Court Sanction

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE ANY
SECURITIES.

4 September 2006

                               The BOC Group plc                               

                 Recommended cash Offer for The BOC Group plc                  

                                  by Linde AG                                  

Recommended cash Offer for The BOC Group plc (BOC') by Linde AG (Linde') by
means of a Scheme of Arrangement (the Scheme') under section 425 of the
Companies Act 1985 (the Offer').

                  Court sanction of the Scheme of Arrangement                  

The boards of BOC and Linde are pleased to announce that earlier today the
Court sanctioned the Scheme and the reduction of capital which forms part of
the Scheme.

Dealings in BOC Shares on the London Stock Exchange are expected to be
suspended at 5:00 p.m. (London time) on 4 September 2006. It is expected that
the Scheme will become effective on 5 September 2006 and that at 8:00 a.m.
(London time) on 5 September 2006 BOC Shares will cease to be listed on the
Official List and their admission to trading on the London Stock Exchange will
be cancelled. It is also expected that dealings in BOC ADSs will be suspended
prior to the open of business (New York time) on 5 September 2006 and that BOC
ADSs will be delisted from the New York Stock Exchange shortly thereafter.

Upon completion of the Offer, BOC Shareholders will be entitled to receive 1600
pence for each BOC Share held at the Scheme Record Time (6.00 p.m. on 4
September 2006) and, to the extent that they are entitled to receive Loan Notes
under the Loan Note Alternative, £1.00 of Loan Notes for each £1.00 of cash
consideration to which they would otherwise be entitled under the Scheme. BOC
Shareholders will also receive 20.25 pence per share by way of the Second
Interim Dividend for each BOC Share held at the Scheme Record Time.

Payment of the cash consideration, and the Second Interim Dividend, and the
issue of certificates in respect of the Loan Notes under the Loan Note
Alternative, is expected to be made on or prior to 19 September 2006.

Capitalised terms in this announcement have the same meaning as in the Scheme
Document dated 22 July 2006.

Enquiries:

Linde [phone]

Uwe Wolfinger

Thomas Eisenlohr

Deutsche Bank [phone]

(Financial adviser to Linde)

Nigel Meek

Stephan Leithner

James Arculus

Morgan Stanley [phone]

(Financial adviser to Linde)

Dieter Turowski

Henry Stewart

BOC [phone]

Christopher Marsay

Nigel Abbott

JPMorgan Cazenove [phone]

(Financial adviser and corporate broker to BOC)

Mark Breuer

Barry Weir

Michael Wentworth-Stanley

Merrill Lynch [phone]

(Financial adviser and corporate broker to BOC)

Bob Wigley

Kevin Smith

Mark Astaire

The Maitland Consultancy [phone]

(Public relations adviser to BOC)

Neil Bennett

This announcement does not constitute an offer or invitation to purchase any
securities.

The Loan Notes to be issued in connection with the Offer have not been, nor
will they be, registered under the US Securities Act or under the applicable
securities laws of any state, district or other jurisdiction of the United
States or of Canada, Australia, New Zealand, Malaysia or Japan and no
regulatory clearances in respect of the Loan Notes have been, or will be,
applied for in any jurisdiction. Accordingly, Loan Notes are not being and,
unless permitted by applicable law and regulation, may not be offered sold,
resold, delivered or transferred, directly or indirectly, in or into the United
States, Canada, Australia, New Zealand, Malaysia or Japan or to, or for the
account or benefit of, any Restricted Overseas Person.

Certain BOC shareholders will be Restricted Overseas Persons under the terms of
the Scheme and such persons will not be entitled to receive Loan Notes and will
be entitled to receive only cash consideration.

Deutsche Bank, which is authorised by Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin) and by the Financial Services Authority
(FSA) and is regulated by the FSA for the conduct of UK business, is acting
exclusively for Linde and no one else in connection with the Offer and will not
be responsible to anyone other than Linde for providing the protections
afforded to clients of Deutsche Bank nor for providing advice in connection
with the Offer.

Morgan Stanley is acting for Linde in connection with the Offer and no one else
and will not be responsible to anyone other than Linde for providing the
protections afforded to clients of Morgan Stanley or for providing advice in
relation to the Offer or any other matters referred to in this announcement.

JPMorgan Cazenove, which is regulated in the UK by the FSA, is acting
exclusively for BOC and no one else in connection with the Offer and will not
be responsible to anyone other than BOC for providing the protections afforded
to clients of JPMorgan Cazenove nor for providing advice in relation to the
Offer or any other matters referred to in this announcement.

Merrill Lynch is acting exclusively for BOC in connection with the Offer and no
one else and will not be responsible to anyone other than BOC for providing the
protections afforded to clients of Merrill Lynch or for providing advice in
relation to the Offer or any other matters referred to in this announcement.

Notice to US Investors in BOC: The Offer relates to the shares of an English
company and is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US Exchange Act.
Accordingly, the Offer is subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement which differ from the disclosure
requirements of the US tender offer rules. Financial information included in
the documentation has been prepared in accordance with accounting standards
applicable in the UK and Germany that may not be comparable to the financial
statements of US companies.




END