BOC RETIREMENT SAVINGS PLAN REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

(THE TRUSTEE’S ANNUAL REPORT)

BOC RETIREMENT SAVINGS PLAN REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Scheme Registration Number: 10265322

BOC RETIREMENT SAVINGS PLAN REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 Contents

Pages 1 to 8

Trustee Report Introduction RS Section AVC Section Content and Objective of the Report Format of the Report Enquiries and Complaints Management of the Plan Trustee Details Committees Medical Committee Audit Committee Advisers and Administrators: Details Pensions Act 1995 and Pensions Act 2004 Member Information Membership Details Auto Enrolment Pension Purchase Pension Commencement Lump Sum

Pages 9 to 15

Investment Report Investment Management Investment Principles The Investment Governance Group Principles Concentration of Investments Custody of Assets Employer-related Investment Investment Choices Information about Investment Performance Investment Returns

Page 16

Statement of Trustee’s Responsibilities

Pages 17 to 18

Independent Auditor’s Report

BOC RETIREMENT SAVINGS PLAN REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Contents

Pages 19 to 28

Financial Statements -

Pages 29 to 32

Contributions -

Page 33

Fund Account Net Assets Statement Notes to the Financial Statements

Independent Auditor’s Statement about Contributions Summary of Contributions Payable

Compliance Statement -

Plan Rules Data Protection Trustee’s Responsibilities Participating Companies Plan Tax and Social Security Status

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Introduction The BOC Retirement Savings Plan (“the Plan”) is made up of two sections: the RS (“Retirement Savings”) Section and the AVC (“AVC”) Section. Both sections operate on a “defined contribution” basis. Each section has its own separate, investment options. RS Section The RS Section of the Plan provides (i) a lump sum in the event of death-in-service for employees who are eligible for Plan membership and (ii) a designated investment account for each eligible employee who elects to become a contributory member, in order to provide (a) benefits for the member on retirement or (b) benefits for the member’s dependants in the event of the member’s death before retirement. The Plan does not pay pensions. Members (or their dependants) are required to purchase a pension outside the Plan when the benefit becomes payable. Members are also able to take their benefit in lump sum form, part of which may be tax-free. The Trustee has reviewed the design of the Plan following the introduction of pension flexibility in the 2014 Budget. All changes were effective from April 2015. AVC Section The AVC Section of the Plan provides facilities for the investment of additional voluntary contributions made by, and transfer payments received prior to April 1997 in respect of, members of BOC Pension Scheme, BOC Senior Executive Pension Scheme and Gist Limited Pension Scheme. It is also used for the investment of any pensionsrelated additional contributions made by the Company in respect of a member of those schemes. Content and Objective of the Report This Annual Report contains the information that the Trustee is required to provide under Regulation 6 of the Occupational Pension Schemes (Disclosure of Information) Regulations 1996. In the Report, “Company” means The BOC Group Limited. The objective of this Report is to provide a formal and historical record. Less formal publications are used to keep members informed about the Plan. Information can also be obtained by members, and prospective members, on the BOC Pension Services internet website, www.bocpensions.co.uk. 1

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Introduction

Format of the Report The Report and Financial Statements have been prepared in accordance with the Pensions Research Accountants Group’s Statement of Recommended Practice (SORP), Financial Reports of Pension Schemes (Revised May 2007). The financial statements included on pages 19 to 28 have been prepared and audited in accordance with regulations made under Section 41 of Pensions Act 1995. Enquiries and Complaints Enquiries about the Plan or regarding entitlement of an individual to benefits, complaints regarding Plan administration and requests for further information should be addressed to: Head of UK Pensions BOC Pension Services The Priestley Centre 10 Priestley Road The Surrey Research Park Guildford GU2 7XY Email: [email protected]

2

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Management of the Plan Trustee Details The Company has the formal power under the Trust Deed to appoint Plan trustee directors and remove them from office. The Trustee of the Plan is BOC RSP Trustees Limited. The Trustee held seven meetings during the year. The Trustee Directors during the year were: Capital Cranfield Represented by S Anyan Trustees Limited (Chairman) L A Fitzpatrick Resigned 11 November 2014 M L Johnson Resigned 11 September 2014 D S Mant M Poole* P O’Hara* M Bailey Appointed 12 September 2014 Secretary S Kelly

Independent Trustee

Gases, Guildford Gist, Chineham Gist, Chineham Gases, Barlborough Gist, Chineham Gist, Chineham

Corporate Centre, Guildford

Four of the Trustee Directors are appointed by the Company and two (indicated*) are elected by and from Plan members. The term of office of a Member-Nominated Trustee Director is normally five years. They may be re-elected for subsequent terms of office. The Company can remove appointed Trustee Directors. Committees Committees are set up for practical reasons where a number of additional meetings are required and to facilitate additional, targeted, technical training. Medical Committee A Medical Committee exists to consider applications from members and the company for the award of medical pensions.

3

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Management of the Plan

Audit Committee The Audit Committee is a joint committee consisting of a representative from the Trustee of each of the Plan, GIST Limited Pension Scheme, BOC Senior Executive Pension Scheme, BOC Pension Scheme and from the Administrator of BOC Pensions Investment Fund (BOC Pensions Limited). The main objectives of the Committee are to review the Plan for the annual audit, review the audit results and discuss them with the Plan’s Auditor, consider the letter of representation to the Auditor and report to the Trustee on these matters. The Audit Committee formally recommends to the Trustee that the annual report and accounts should be approved. During the year M L Johnson represented the Trustee on this committee. Following M L Johnson’s resignation after the year end, M Poole has been elected as the replacement. Advisers and Administrators The following were retained by, or acted for, the Trustee during the year: Actuarial Advisers Auditors Legal Advisers Investment Advisers Investment Services Investment Managers

Medical Advisers Bankers Plan Administrators Annuity Purchase

Hymans Robertson LLP Ernst & Young LLP Mayer Brown International LLP Mercer Limited BOC Pensions Investment Department BlackRock Pensions Limited Friends Life and Pensions Limited Aviva Life and Pensions Limited Prudential Assurance Company Limited Capita Health and Wellbeing HSBC Bank plc BOC Pension Services

4

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Management of the Plan Advisers

Origen Financial Services Limited

The Trustee has delegated the day-to-day administration of the Plan to BOC Pension Services and has delegated the day-to-day management and monitoring of the Plan’s investment managers to the BOC Pensions Investment Department. These delegations are set out in documents formally adopted by the Trustee on 25 March 2008.

5

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Management of the Plan Pensions Act 1995 and Pensions Act 2004 The Trustee has a range of procedures to ensure ongoing compliance with the requirements of Pensions Act 1995 and Pensions Act 2004. The Pensions Regulator (TPR) is the regulatory body for work-based pension schemes in the UK. TPR has a defined set of statutory objectives and wide powers to investigate schemes and take any action it thinks necessary. As an aid to achieving its objectives, TPR requires the completion and submission of an annual scheme return by the Plan Administrator. It also requires reports of ‘significant breaches’ of pension scheme legislation. Breaches of pension scheme legislation have to be reported to TPR when they are considered to be breaches likely to be of material significance (known as red breaches). Those with a duty to report include the Trustee, the Company and the Plan’s advisers. Red breaches are caused by: dishonesty, poor governance, inadequate controls resulting in deficient administration or slow or inappropriate decision-making practices, incomplete or inaccurate advice, acting (or failing to act) in deliberate contravention of the law. An example of a red breach would be persistent failure to pay scheme contributions on time. During the year there were no red breaches. There were no preventable breaches of the statutory timescales for providing information to members leaving the Plan. The Trustee believes that in all respects the Plan administration has been in compliance with the requirements of both Acts throughout the year. In particular the Trustee can confirm that contributions received were of the amounts, and within the timescale, required under the Plan’s Payment Schedule (see Summary of Contributions payable on pages 31 to 32). Member Information RS Section All contributing and deferred members are provided with personal statements of the value of their accumulated funds as at 30 June and as at 31 December. AVC Section

6

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Management of the Plan All contributing members are provided with personal statements of the value of their accumulated funds as at 30 June and as at 31 December. All deferred members are provided with personal statements of the value of their accumulated funds as at 30 June. All statements include Statutory Money Purchase Illustrations as required by The Occupational and Personal Pension Schemes (Disclosure of Information) Amendment Regulations 2002.

7

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Management of the Plan Membership Details Membership details for the year are as follows: RS Section

Contributory 3% 4% 5%

Total

1,957 722 7 (70) (461) (13) -

402 66 12 (26) (45) (1) -

242 15 20 (9) (23) -

1,644 156 77 (11) (1) (142) (7) -

4,245 959 116 (116) (1) (671) (21) -

302 1,168 (828) (224)

2,142

408

245

1,716

4,511

418

Current Active Members 1% At 1 July 2014 New members during the year Transfers from Life Cover Only Interlevel movements Interlevel movements Deaths Leavers with Deferred accounts Retirements Left Company - no further benefits At 30 June 2015

Life Cover Only

Deferred Members At 1 July 2014 Late notifications New deferreds Deaths Retirements Transfers At 30 June 2015

2,399 (15) 671 (1) (44) (29) 2,981

Active members may have more than one period of service during the year as a consequence of Auto Enrolment and the nature of parts of the business. Each member's period of service is shown in the movements during the year, but the member is only included only once in the Total.

8

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Management of the Plan

9

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Management of the Plan

AVC Section A member who invests in more than one of the investment facilities is shown in the table below as a member in each of those facilities, but is included only once in the Total column. With-profits With-profits Fund (Pru) Fund (Aviva)

Unit Trusts Unit Linked Unit Trust Unit Trust (BlackRock) (FL) (M&G) (TTP)

Total

At 1 July 2014

210

18

734

27

112

9

928

Leavers New members

20

(1) -

(21) 38

(5) -

(4) -

(1) -

(32) 58

At 30 June 2015

230

17

751

22

108

8

954

Status in underlying pension schemes Active members Deferred Members

88 142

3 14

432 319

8 14

20 88

1 7

483 471

At 30 June 2015

230

17

751

22

108

8

954

Auto Enrolment In accordance with legislation and with effect from 1 July 2013, all qualifying employees of The BOC Group Limited and the other participating employers who were not already members were automatically enrolled into the Plan. Members have the right to opt out of the Plan. The process of Auto Enrolment will be repeated every three years as required by the legislation.

10

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Management of the Plan Pension purchase RS Section Pensions are not payable from the Plan. At the point in time when a Member’s benefit becomes payable in the RS Section, the member is required to purchase a pension outside the Plan using their accumulated fund less any elected tax free cash lump sum. Members are also able to take their benefit in lump sum form, part of which may be tax-free. AVC Section When a member of the AVC Section retires or dies, the funds accumulated in respect of the member are transferred to the Trustee of the related pension scheme for the provision of additional benefits for, or in respect of, the member. Members are also able to take their benefit in lump sum form, part of which may be tax-free. Having transferred their accumulated AVC funds from the AVC Section to the underlying scheme, a member can purchase a pension either from the underlying scheme or from an external provider (an “open market option”). A pension bought by a member from a related scheme can be on either a single life or a joint life basis. With the latter, half of the pension would be paid to the member’s recognised dependant in the event of the member’s death. Pension Commencement Lump Sum RS Section On retirement, a member can take 25% of their accumulated fund as a tax-free Pension Commencement Lump Sum. AVC Section On retirement, a member can use their accumulated fund as part or all of the tax-free Pension Commencement Lump Sum available from the underlying scheme.

This Trustee Report was approved by the Trustee on signed on its behalf by:

11

and

BOC RETIREMENT SAVINGS PLAN TRUSTEE REPORT FOR THE YEAR ENDED 30 JUNE 2015 Management of the Plan

Trustee Director

Trustee Director

12

BOC RETIREMENT SAVINGS PLAN INVESTMENT REPORT FOR THE YEAR ENDED 30 JUNE 2015 Investment Management Investment Principles The Trustee has adopted a statement of investment principles, as required by Section 35 of Pensions Act 1995. A copy of the statement is available on request to the address on page 2 or from www.bocpensions.co.uk. Investment Governance Group (IGG) Principles The Trustee seeks to comply with the six principles for investment-decision making in defined contribution schemes, as set out by the IGG in November 2010 and published by the Pensions Regulator. The six principles apply individually to the RS Section and AVC Section. The Trustee keeps this document under review. It will be updated as and when required, but will also be subject to formal annual review. The latest version was adopted on 17 September 2013 by the Trustee. Concentration of Investments Concentration of investments is disclosed in note 11 of the accounts. Custody of Assets There are no segregated investment holdings in the Plan so custody of documents of title does not arise. The Trustee holds confirmation of participation in the pooled investment, or an insurance policy as relevant to the facility. Employer-related Investment Legislation prohibits the trustees of most occupational pension schemes from making employer-related investments in excess of 5% of scheme assets. The Rules of the Plan impose a stricter limitation by not allowing any direct investment in, or loans to, the employer, its ultimate parent company, or any Group company. The Trustee does permit Investment Managers to invest in pooled equity funds designed to track the performance of the relevant index. Since the pooled funds may invest in Group companies, investment in such funds may result in an indirect exposure to Group companies. Having taken legal advice, the Trustee has satisfied itself that

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BOC RETIREMENT SAVINGS PLAN INVESTMENT REPORT FOR THE YEAR ENDED 30 JUNE 2015 Investment Management such indirect investment is permitted by their Rules, and that the exposure to Group companies’ which could result would not be material to Plan members.

Investment Choices RS Section Access to investment funds is available to members through two investment choices, BOC FreeChoice and BOC Lifestyle. Members can invest in any combination of available funds and change their investment choice any time they wish. The BOC FreeChoice allows members to select their own investment strategy using available index-tracker funds and actively managed funds. The BOC Lifestyle offers a pre-selected investment strategy using the same types of funds available through BOC FreeChoice.

An outline of the BOC FreeChoice funds follows: UK Equity Fund This fund invests in the shares of UK companies and aims to achieve a return in line with FTSE All-Share Index. Global Equity (ex UK) Fund This fund invests in the shares of overseas companies (European, Japanese, Far Eastern, US, Canadian and Emerging markets) according to market capitalisation weightings. Its investment objective is to achieve a return in line with the FTSE All-World Developed ex-UK Index. UK Gilts Fund This fund invests in UK government fixed income securities (gilts) that each has a maturity period of 15 years or longer. The fund aims to achieve a return in line with the FTSE UK Gilts Over 15 Years Index.

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BOC RETIREMENT SAVINGS PLAN INVESTMENT REPORT FOR THE YEAR ENDED 30 JUNE 2015 Investment Management UK Index-linked Gilts Fund This fund invests in UK government index-linked securities that each has a maturity period of 5 years or longer. The fund aims to achieve a return in line with the FTSE UK Gilts Index-Linked Over 5 Years Index. Cash Fund This fund invests in deposits and short term debt securities that pay floating rates of interest. The fund aims to achieve an investment return that is in line with wholesale money market short-term interest rates. Also offered are bespoke funds, e.g. Corporate Bond, Diversified Growth, Equity, Growth, Annuity, Income Drawdown and Pre-Retirement. An outline of BOC Lifestyle follows: This investment provides a pre-selected investment strategy, using the same types of funds available through BOC FreeChoice. Under this option, investment is made principally in equity-based Growth and Diversified Growth funds when a member is younger. Accumulated funds and contributions are switched progressively to a default Annuity fund, as the member nears pre-selected expected retirement age (the default age is 65). In addition there are transition funds designed to provide investments for those Members who may wish to take their benefits in the form of Cash or Income Drawdown. The funds are switched between the constituent funds in accordance with a pre-selected strategy. Growth Fund The Growth Fund is divided approximately 50% to the BOC Equity Fund and 50% to the BOC Diversified Growth Fund. The BOC Equity Fund is made up of a number of different equity funds, investing in different regions. Some of the world equity investments are currency hedged (this aims to reduce volatility), others invest in emerging markets, aiming to maximise growth. The BOC Diversified Growth Fund aims to provide a positive rate of return, while being less volatile than equities. Transition Funds Invested in the Equity, Diversified Growth, Pre-retirement and Cash funds.

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BOC RETIREMENT SAVINGS PLAN INVESTMENT REPORT FOR THE YEAR ENDED 30 JUNE 2015 Investment Management The Trustee has the responsibility for ensuring that the investment manager’s strategy in allocating investments for the BOC Lifestyle fund(s) is appropriate for the majority of RS section members. Information about Investment Performance All the underlying BOC funds are unitised. Members may obtain unit price information via a dedicated investment manager telephone service on working days, or by email from [email protected] and BOC investment performance reports on request to BOC Pension Services or from www.bocpensions.co.uk, or directly from the BlackRock internet website: www2.blackrock.com/pensions/uk/pensions/BOC/index.htm. AVC Section The Trustee invests contributions paid by members or by the company under Salary Exchange arrangements, in one or more of the facilities according to each member’s choice. Any pensions-related additional contribution made by the Company in respect of a member is invested in the Cash facility. The providers of the investment facilities are appointed by the Trustee on the advice of the Investment Adviser. Set out below are details of the investment facilities and their providers: Type of facility

Provider

Status

With-profits pension fund (cash accumulation)

The Prudential Assurance Company Limited

Closed to new members since 30 September 2010

With-profits pension fund (unitised)

The Prudential Assurance Company Limited

Closed to new contributions since 5 April 1997

With-profits Aviva Life and Pensions pension fund Limited (unitised) Investment-linked BlackRock Pensions Limited index-tracker funds

16

Closed to new members since 5 April 1992 Open

BOC RETIREMENT SAVINGS PLAN INVESTMENT REPORT FOR THE YEAR ENDED 30 JUNE 2015 Investment Management “Life-style” indextracker funds

BlackRock Pensions Limited

Open

Investment-linked unitised funds

Friends Life and Pensions Limited

Closed to new members since 30 June 2004

Investment-linked unitised funds

The Prudential Assurance Company Limited (“M&G series”)

Closed to new contributions since 31 May 2001

Investment Returns The returns shown below are those for the year ended 30 June 2015.

With-profits pension fund - cash accumulation (Prudential) An annual bonus is declared and applied at the Plan year end. The bonus rates declared for the year ended 30 June 2015 were: -

contributions made to 31 March 1996: 4.75% contributions made after 31 March 1996: 2.75%

With-profits pension fund - unitised (Prudential) A bonus rate is declared annually in advance. Unit prices increase daily to reflect the declared annual bonus rate. The annual bonus rate applicable during the year was 1.75%. Prudential may add a terminal bonus if the accumulated fund is transferred to another Plan facility or is used to provide benefits. The rate of terminal bonus varies with the term for which contributions have been invested and is not guaranteed. With-profits pension fund - unitised (Aviva) A bonus rate (referred to as ‘growth rate’) is declared in advance.

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BOC RETIREMENT SAVINGS PLAN INVESTMENT REPORT FOR THE YEAR ENDED 30 JUNE 2015 Investment Management The growth rate can be varied by Aviva at any time but is usually reviewed at each 1 January. Unit prices increase daily to reflect the declared growth rate. The growth rates were: -

contributions made to 31 December 1998: contributions made after 31 December 1998:

6.00% 9.00%

Aviva may add an additional bonus on units secured by Plan contributions made in earlier years when the accumulated fund is transferred to another Plan facility or is used to provide benefits. The rate of additional bonus varies according to the year in which units were secured and is not guaranteed. Investment-linked unitised funds (Friends Life) The return of each unitised fund reflects the change in value of its underlying investments. For the year to 30 June 2015, returns ranged from 7.0% to 15.3%.

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BOC RETIREMENT SAVINGS PLAN INVESTMENT REPORT FOR THE YEAR ENDED 30 JUNE 2015 Investment Management Investment-linked unitised funds (Prudential {“M&G series”}) The return of each unitised fund reflects the change in value of its underlying investments. For the year to 30 June 2015, returns ranged from 1.2% to 26.8%. Investment-linked index-tracker funds - BlackRock Investment Performance – RS and AVC Sections The return of the fund should be close to the return of the applicable index, or combination of indices, which the fund is designed to track. The returns for the funds for the year are disclosed on the next page. Information about Investment Performance Each year Aviva declares changes to the growth rate and the rates of additional bonus. Members who have funds with BlackRock are able to obtain unit price information via a dedicated BlackRock telephone service on working days, or by email. In addition, investment performance reports on the available funds are available to any member on request or from the BlackRock internet website: www.blackrock.co.uk/pensions/uk/pensions/BOC/index Members who have funds with Friends Life are able to obtain investment performance reports and indicative unit price information from the Friends Life internet website: www.friendsmilestones.com/fund_centre/pension_funds/index.jhtml Members who have M&G series units are able to obtain investment performance reports and prices from the Prudential internet website: www.pru.co.uk/fundprices/

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BOC RETIREMENT SAVINGS PLAN INVESTMENT REPORT FOR THE YEAR ENDED 30 JUNE 2015 Investment Management

Fund returns for BOC FreeChoice funds were as follows:

One Year Fund Benchmark % % 2.6 2.6 6.4 6.6 16.3 16.3 15.7 15.7 0.5 0.4

UKEquity Fund* Global Equity (ex UK) Fund* Over 15 Years UKGilts Fund* Over 5 Years UKIndex-Linked Gilts Fund* Cash Fund**

Since Launch Fund Benchmark % pa % pa 10.7 10.7 12.8 12.9 9.1 9.0 9.7 9.7 0.6 0.4

The benchmark indices are FTSE Indices except for the cash fund which is benchmarked against 7 day sterling LIBID. Fund returns are shown gross of fees which range from 0.10% to 0.25% depending on the fund.

*Launch date 29 October 2009 **Launch date 30 June 1995 Fund returns gross of fees for BOC Lifestyle funds were as follows: One Year Fund Benchmark % % 6.8 5.1 8.2 8.0

BOCGrowth Fund* BOCPre-Retirement Fund*

Since Launch Fund Benchmark % pa % pa 8.5 6.1 5.9 5.6

* Launch date 27 August 2010

This Investment Report and signed on its behalf by:

was

approved

Trustee Director

by

Trustee Director

20

the

Trustee

on

BOC RETIREMENT SAVINGS PLAN STATEMENT OF TRUSTEE’S RESPONSIBILITIES The accounts, which are prepared in accordance with UK Generally Accepted Accounting Practice, are the responsibility of the Trustee. Pension scheme regulations require the Trustee to make available to Scheme members, beneficiaries and certain other parties, audited accounts for each Scheme year which: - show a true and fair view of the financial transactions of the Scheme during the Scheme period and of the amount and disposition at the end of the Scheme period of the assets and liabilities, other than liabilities to pay pensions and benefits after the end of the Scheme period; and - contain the information specified in the Schedule to the Occupational Pension Schemes(Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996,including a statement whether the accounts have been prepared in accordance with the Statement of Recommended Practice, "Financial Reports of Pension Schemes" (Revised May 2007). The Trustee has supervised the preparation of the accounts and has agreed suitable accounting policies, to be applied consistently, making estimates and judgments on a reasonable and prudent basis. The Trustee is also responsible for making available certain other information about the Scheme in the form of an Annual Report. The Trustee is responsible under pensions legislation for ensuring that there is prepared, maintained and from time to time revised, a Payment Schedule showing the rates of contributions payable towards the Scheme by or on behalf of the employer and the active members of the Scheme and the dates on or before which such contributions are to be paid. The Trustee is also responsible for keeping records in respect of contributions received in respect of any active member of the Scheme and for monitoring whether contributions are made to the Scheme by the employer in accordance with the Schedule of Contributions. Where breaches of the Schedule occur, the Trustee is required by the Pensions Acts 1995 and 2004 to consider making reports to the Pensions Regulator and the members. The Trustee also has a general responsibility for ensuring that adequate accounting records are kept and for taking such steps as are reasonably open to them to safeguard the assets of the Scheme and to prevent and detect fraud and other irregularities, including the maintenance of an appropriate system of internal control. Signed for and on behalf of the Trustee:

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BOC RETIREMENT SAVINGS PLAN STATEMENT OF TRUSTEE’S RESPONSIBILITIES

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BOC RETIREMENT SAVINGS PLAN INDEPENDENT AUDITOR’S REPORT TO THE TRUSTEE AND MEMBERS

We have audited the financial statements of the BOC Retirement Savings Plan for the year ended 30 June 2015 which comprise the fund account, the net assets statement and the related notes 1 to 14. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the Trustee, as a body, in accordance with regulation 3 (c) of the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996, made under the Pensions Act 1995. Our audit work has been undertaken so that we might state to the Trustee those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Trustee as a body, for our audit work, for this report, or the opinions we have formed. Respective responsibilities of Trustee and auditor As explained more fully in the Statement of Trustee’s Responsibilities set out on page 17, the Plan’s Trustee is responsible for the preparation of financial statements which show a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Plan’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Trustee; and the overall presentation of the financial statements. In addition, we read all the financial and non- financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

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BOC RETIREMENT SAVINGS PLAN STATEMENT OF TRUSTEE’S RESPONSIBILITIES

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BOC RETIREMENT SAVINGS PLAN INDEPENDENT AUDITOR’S REPORT TO THE TRUSTEE AND MEMBERS Opinion on the Financial Statements In our opinion the financial statements: 

 

show a true and fair view of the financial transactions of the Plan during the year ended 30 June 2015, and of the amount and disposition at that date of its assets and liabilities, other than the liabilities to pay pensions and benefits after the end of the year; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and, contain the information specified in Regulation 3 of, and the Schedule to, the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996, made under the Pensions Act 1995.

Ernst & Young LLP Statutory Auditor Reading Date

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BOC RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Contributions and Benefits Contributions receivable Transfers in Other income

3 4 5

16,607 977 884 18,468

2,338 78 2,416

18,945 1,055 884 20,884

17,613 938 18,551

Benefits Leavers Other payments Administrative expenses

6 7 8 9

(1,953) (821) (1,484) (673) (4,931)

(1,454) (1,454)

(1,953) (2,275) (1,484) (673) (6,385)

(2,279) (3,047) (743) (6,069)

13,537

962

14,499

12,482

6,167

1 1,046

1 7,213

6 8,898

Net returns on investments

6,167

1,047

7,214

8,904

Net increase during the year

19,704

2,009

21,713

21,386

103,821 123,525

20,315 22,324

124,136 145,849

102,750 124,136

Net additions from dealings with members Returns on investments Investment income Change in market value of investments

Net assets of the Plan At 1 July At 30 June

10 11

26

BOC RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Net Assets Statement 2015

Investment assets Current assets Current liabilities

Notes

RSSection £'000

11 12 13

123,181 1,619 (1,275) 123,525

At 30 June

2014

AVCSection £'000

Total £'000

Total £'000

22,017 1,790 (1,483)

145,198 3,409 (2,758)

124,347 1,231 (1,442)

22,324

145,849

124,136

The accounts summarise the transactions of the Plan and deal with the net assets at the disposal of the Trustee. They do not take account of obligations to pay pensions and benefits which fall due after the end of the Plan year. These financial statements and signed on its behalf by:

were

approved

Trustee Director

by

Trustee Director

27

the

Trustee

on

BOC RETIREMENT SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 1

PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 and with the guidelines set out in the Statement of Recommended Practice, Financial Reports of Pension Schemes (Revised May 2007). The financial statements are shown analysed between those members in the RS section and those in the AVC section. 2

ACCOUNTING POLICIES

(a) Contributions RS section (i) RS section members’ Core and Extra Contributions are accounted for when deducted from earnings. Employers’ contributions are accounted for in the period to which the corresponding members’ Core Contributions or exchanged contributions relate. (ii)

Employers’ non–designated and supplementary contributions are accounted for in the period they fall due as payable to the Plan.

AVC section (iii) AVC section members’ contributions are accounted for when deducted from earnings. (iv) Employers’ contributions under Salary Exchange are accounted for in the period that exchanged employee contributions would have been deducted from earnings. (v)

Employers’ additional and augmentation contributions are accounted for in accordance with the agreement under which they are paid.

(b) Payments to members Where the member has a choice about the form of benefit, benefits are accounted for on the date that the member notifies the Trustee of how the benefit is to be taken. Where the member has no choice, the benefit is accounted for on the date the benefit becomes payable. (c)

Expenses 28

BOC RETIREMENT SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Expenses are accounted for on an accruals basis.

29

BOC RETIREMENT SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 (d) Investments Investments in pooled investment vehicles are valued at bid price where available or the closing prevailing price of the units concerned at the close of business at the year end.

3

CONTRIBUTIONS RECEIVABLE 2015 RSsection £'000

RSsection Employers Core Non-designated Members Core Extra

Total Contributions

AVCsection £'000

Total £'000

Total £'000

13,293 2,866

-

13,293 2,866

11,727 3,127

251 46 16,456

-

251 46 16,456

250 40 15,144

-

1,952

1,952

1,784

151 151

386 2,338

537 2,489

685 2,469

16,607

2,338

18,945

17,613

AVCsection Employer exchanged contributions Employer augmentations

2014

Further information on contributions is provided in the Summary of Contributions Payable on pages 31 to 32.

4

TRANSFERS IN FROM OTHER SCHEMES 2015 RSsection £'000

Transfers in from other schemes

977

30

2014

AVCsection £'000 78

Total £'000

Total £'000

1,055

938

BOC RETIREMENT SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

5

OTHER INCOME 2015 RSsection £'000

AVCsection £'000

Total £'000

884

-

884

Claim on term insurance

6

2014

-

BENEFITS PAYABLE 2015 RSsection £'000

Lump sum death benefits Lump sums on retirement Purchase of annuities

7

Total £'000

2014

AVCsection £'000

Total £'000

Total £'000

969 766 218

-

969 766 218

1,461 318 500

1,953

-

1,953

2,279

PAYMENTS TO AND ON ACCOUNT OF LEAVERS 2015 RSsection £'000

Individual transfers to other schemes

821

AVCsection £'000 1,454

2014 Total £'000

Total £'000

2,275

3,047

When a member of the AVC Plan retires or dies, the AVC section funds accumulated in respect of that member are transferred to the Trustee of the appropriate BOC/Gist pension scheme for the provision of additional benefits for, or in respect of, that member. Funds may also be transferred when a member leaves service, for transfer to another registered pension scheme. Members may also take their benefits in lump sum form, some of which may be tax-free. 8 OTHER PAYMENTS

31

BOC RETIREMENT SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 2015

2014

RSsection £'000

AVCsection £'000

Total £'000

1,484

-

1,484

Life assurance premiums

32

Total £'000 -

BOC RETIREMENT SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 9

ADMINISTRATION EXPENSES

Administration and processing Professional fees

2015 Total £'000

2014 Total £'000

432 241

578 165

673

743

Costs charged to the Plan relate solely to the administration of the RS section. Direct investment costs have been included within Administration and processing. Professional fees include actuarial, audit and legal costs. Expenses of the AVC section are borne by BOC Pension Scheme, BOC Senior Executive Pension Scheme or GIST Limited Pension Scheme as applicable.

10

INVESTMENT INCOME 2015 RSsection £'000

Interest on cash deposits

11

-

2014

AVCsection £'000 1

Total £'000

Total £'000

1

6

INVESTMENTS

Investments purchased by the Plan are allocated to the designated investment accounts of the individuals on whose behalf the corresponding contributions were paid. Accordingly, the assets identified as allocated to members in the Net Assets Statement do not form a common pool of assets available for members generally. Members each receive at least annual statements confirming the contributions paid on their behalf and the value of their designated investment account.

33

BOC RETIREMENT SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 11

INVESTMENTS (continued)

The movements in the RS section investments during the year were: Member Designated £'000

2015 Trustee Funds £'000

2014

Value at 1 July Purchases Sales Changes in value of assets

93,490 33,930 (21,326) 5,928

10,544 2,906 (2,530) 239

104,034 36,836 (23,856) 6,167

83,972 16,088 (3,753) 7,727

Value at 30 June

112,022

11,159

123,181

104,034

Total £'000

Total £'000

Transaction costs which include fees, commissions, stamp duty and other duties are incurred on investments within pooled investment vehicles. Indirect transaction costs are incurred through the bid-offer spread on investments. The amounts of indirect transaction costs are not separately provided to the Plan.

The value of RS section investments at 30 June 2015 can be analysed as follows:

Member Allocated £'000 Diversified Growth Fund Equity Fund Corporate Bond Fund UK Gilts Fund UK Index-Linked Gilts Fund UK Equity Fund Global Equity (ex UK) Fund Cash Fund Growth Fund Pre-Retirement Fund

6,084 2,185 59 752 1,124 3,956 4,369 1,775 83,090 8,628 112,022

34

2015 Trustee Funds £'000 11,159 11,159

2014 Total £'000

Total £'000

6,084 2,185 59 752 1,124 3,956 4,369 12,934 83,090 8,628 123,181

98 179 43 559 929 3,830 3,668 11,272 78,358 5,098 104,034

BOC RETIREMENT SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

11 INVESTMENTS (continued) Value of AVC section With-profits Fund Prudential WP £'000 At 1 July 2014

2,519

With-profits Fund Aviva £'000

Unitised Funds BlackRock £'000

103

Unitised Funds M&G £'000

Total Fund £'000

15,978

279

1,434

20,313

5,325

3

-

5,460

Purchases

132

Changes in value of assets

202

6

761

33

44

1,046

2,853

109

22,064

315

1,478

26,819

(529)

(15)

(4,209)

(49)

-

(4,802)

2,324

94

17,855

266

1,478

22,017

Sales At 30 June 2015

-

Unitised Funds Friends Life £'000

35

BOC RETIREMENT SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 11

INVESTMENTS (continued)

The following investments account for greater than 5% of the combined fund value: 2015 Value £'000 BlackRock Growth Fund - RS BlackRock DCCash Class J- RS BlackRock Pre-Retirement Fund Class J- RS

12

2014 Value £'000

%

83,090 12,934 8,628

67.3% 10.5% 7.0%

78,358 11,272 -

CURRENT ASSETS 2015 RSSection £'000

Claim on term insurance Life assurance premiums Cash in Transit Bank balances

770 688 6 155 1,619

AVCSection £'000 7 1,783 1,790

2014 Total £'000

Total £'000

770 688 13 1,938 3,409

1,231 1,231

Included in current assets is £XXk (2014: £2k) which is not allocated to members. 13

CURRENT LIABILITIES 2015 RSSection £'000

Benefits unpaid Transfers out Contributions overpaid Fees

990 44 241 1,275

AVCSection £'000

2014 Total £'000

1,420 63 1,483

990 1,464 63 241 2,758

Total £'000 73 1,217 152 1,442

Included in current liabilities is £241k (2014: £152k) which is not allocated to members

14

CONTINGENT LIABILITIES OR COMMITMENTS

The Plan had no significant contingent liabilities at the year end. 36

%

63.1% 9.1% -

BOC RETIREMENT SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 15

RELATED-PARTY TRANSACTIONS a) The Plan has received member contributions in respect of directors of the Trustee who are also Plan members. These transactions are in accordance with the Plan Deed and Rules. b) Certain employees of BOC Pension Services were members of the Plan. Contributions in respect of these members are paid in accordance with the Plan Deed and Rules. c) The costs recharged by the Company to the Plan are disclosed in Note 7 of the financial statements and relate to the on-going running costs of the Plan. d) When a member of the AVC Section retires or dies, the funds accumulated in respect of the member are transferred to the Trustee of the related pension scheme for the provision of additional benefits for, or in respect of, the member.

Any other material related-party transactions have been disclosed in the financial statements.

37

BOC RETIREMENT SAVINGS PLAN INDEPENDENT AUDITOR’S STATEMENT ABOUT CONTRIBUTIONS TO THE TRUSTEE OF THE BOC RETIREMENT SAVINGS PLAN

We have examined the summary of contributions to the BOC Retirement Savings Plan for the Plan year ended 30 June 2015 to which this statement is attached. This statement is made solely to the Trustee, as a body, in accordance with regulation 4 of the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996, made under the Pensions Act 1995. Our work has been undertaken so that we might state to the Trustee those matters we are required to state to them in an auditor’s statement and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Trustee as a body, for our work, for this statement, or the opinion we have formed. Respective responsibilities of Trustee and auditor As described more fully in the Statement of Trustee’s Responsibilities, set out on page 17, the Plan’s Trustee are responsible for ensuring that there is prepared, maintained and from time to time revised a payment schedule showing the rates and due dates of contributions payable towards the Plan by or on behalf of the employer and the active members of the Plan. The Plan’s Trustee are also responsible for keeping records in respect of contributions received in respect of active members of the Plan and for monitoring whether contributions are made to the Plan by the employer in accordance with the schedule of contributions. It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you. Scope of work on statement about contributions Our examination involves obtaining evidence sufficient to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the payment schedule. This includes examination, on a test basis, of evidence relevant to the amounts of contributions payable to the Plan and the timing of those payments under the payment schedule.

38

BOC RETIREMENT SAVINGS PLAN INDEPENDENT AUDITOR’S STATEMENT ABOUT CONTRIBUTIONS TO THE TRUSTEE OF THE BOC RETIREMENT SAVINGS PLAN

Statement about contributions In our opinion contributions for the Plan year end 30 June 2015, as reported in the attached summary of contributions, have, in all material respects, been paid at least in accordance with the payment schedule dated 18 September 2013.

Ernst & Young LLP Statutory Auditor Reading [

39

BOC RETIREMENT SAVINGS PLAN SUMMARY OF CONTRIBUTIONS PAYABLE FOR THE YEAR ENDED 30 JUNE 2015

During the year ended 30 June 2015, the contributions payable to the Plan under the Payment Schedule were as follows: £'000 Employers Core 13,293 Non-designated 2,866 Salary Exchanged AVCcontributions 1,952

Members Core

251

Total contributions under Payment Schedule

18,362

Other contributions Members Extra RSP contributions Augmentations Total contributions per note 3 of the financial statements

46 537 18,945

Each RS section member pays normal contributions at the rate of 1%, 3%, 4% or 5% of pensionable earnings. The member’s employer pays twice the contribution paid by the member where the member pays 3%, 4% or 5%. Where the member pays 1%, the employer also pays 1%. A member can also voluntarily pay Extra Contributions above the normal contributions, but these do not attract any employer contributions. AVC section members may contribute up to 15% of their annual pay less their contributions to their underlying BOC or Gist pension scheme. From 1 June 2010, members of both sections could choose to participate in a Salary Exchange arrangement. Under this arrangement, Core and Extra Contributions and Additional Voluntary Contributions from the member cease, and instead the Company makes increased contributions on the member’s behalf. There is no 15% limit on contributions made under Salary Exchange. Augmentations to either section are amounts paid to provide additional benefits for individual members as part of their redundancy arrangements or through bonus exchange arrangements.

40

BOC RETIREMENT SAVINGS PLAN SUMMARY OF CONTRIBUTIONS PAYABLE FOR THE YEAR ENDED 30 JUNE 2015

The employer also pays contributions to RS section (non-designated contributions) to cover other expenses at the following rates of pensionable earnings: Contributory Life Cover Members Only and paying 3%, Members 4% or 5% paying 1% % % Administration fees Risk benefits

1.1 1.6

1.1 0.6

2.7

1.7

All contributions due to the Plan were paid in full within the timescale required by the Payment Schedule. During the year, following the introduction of new Government requirements, the Company proposed and after careful consideration the Trustee agreed to changes in the structure of the risk benefits and the employer contribution rate. This Summary of Contributions was approved by the Trustee on signed on its behalf by:

Trustee Director

Trustee Director

41

and

BOC RETIREMENT SAVINGS PLAN COMPLIANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2015

Plan Rules The Plan is governed by Rules introduced by a Deed dated 3 April 2014 amended by a Deed dated 23 July 2014. Any Plan member can obtain a copy of the Plan Rules by contacting BOC Pension Services at the address shown on page 2 or from www.bocpensions.co.uk. Data Protection The Plan is registered under the Data Protection Act 1998 to process on computer and otherwise, personal information which the Trustee or its delegates may need for Plan management. Trustee’s Responsibilities Each Trustee Director has been provided with a copy of The Pensions Regulator’s ‘Guidance for Trustees’. Participating Companies Principal Company

The BOC Group Limited (formerly The BOC Group plc)

Other companies participating

BOC Healthcare Limited BOC Limited Gist Limited Linde CryoPlants Limited BOC Helex Limited Linde UK Holdings Limited Remeo Healthcare Limited

All companies participated throughout the year. Plan Tax and Social Security Status The Plan is a registered scheme with HM Revenue & Customs under Chapter 2 of Part 4 of Finance Act 2004. The Plan is not used for the purpose of contracting-out members from State earningsrelated pension scheme under Pensions Act 1993. 42

BOC RETIREMENT SAVINGS PLAN SUMMARY OF CONTRIBUTIONS PAYABLE FOR THE YEAR ENDED 30 JUNE 2015

43