6-K 1 f6k_082906.txt REPORT OF FOREIGN PRIVATE ISSUER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a -16 or 15d -16 of the Securities Exchange Act of 1934 Report on Form 6-K the period from 14 August to 25 August 2006 The BOC Group plc Chertsey Road, Windlesham, Surrey GU20 6HJ England (Name and address of registrant's principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F --- --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes: |_| No: |X| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes: |_| No: |X| Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes: |_| No: |X| Enclosures: 1. A notification dated 14 August 2006 in accordance with Rule 2.10 of the City Code on Takeovers and Mergers confirming that at the close of business on 11 August 2006 the Company had 515,037,213 Ordinary shares in issue. Page 1 of 39 2. A notification dated 15 August 2006 in accordance with Rule 2.10 of the City Code on Takeovers and Mergers confirming that at the close of business on 14 August 2006 the Company had 515,042,913 Ordinary shares in issue. 3. A notification dated 15 August 2006 advising of the exercise of options over 92,570 Ordinary shares in the Company and subsequent sale of 44,394 shares and transfer of 2,901 shares to F A Deeming by N Deeming, a person discharging managerial responsibility within the BOC Group. 4. A notification dated 16 August 2006 in accordance with Rule 2.10 of the City Code on Takeovers and Mergers confirming that at the close of business on 15 August 2006 the Company had 515,144,534 Ordinary shares in issue. 5. A notification dated 17 August 2006 confirming that copies of the resolution passed at the EGM held on 16 August 2006 and the Company's amended Articles of Association had been submitted to the UK Listing Authority's Document Viewing Facility. 6. A notification dated 17 August 2006 advising of the disposal by Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc Employee Share Trust (1995), a total of 14,948 Ordinary shares in the Company in which the directors have a technical interest. 7. A notification dated 18 August 2006 in accordance with Rule 2.10 of the City Code on Takeovers and Mergers confirming that at the close of business on 17 August 2006 the Company had 515,152,833 Ordinary shares in issue. 8. A notification dated 18 August 2006 advising of the transfer by Ogier Trustee (Jersey) Limited to The BOC Group plc Employee Share Trust (1995), of a total of 98,508 Ordinary shares in the Company in which the directors have a technical interest. 9. A notification dated 18 August 2006 in accordance with Rules 8.1(a) and (b) (i) of the City Code on Takeovers and Mergers advising of dealings by directors (together with their close relatives and related trusts) of The BOC Group plc and its subsidiaries and fellow subsidiaries and their associated companies. 10. A notification dated 21 August 2006 in accordance with Rule 2.10 of the City Code on Takeovers and Mergers confirming that at the close of business on 18 August 2006 the Company had 515,207,723 Ordinary shares in issue. 11. A notification dated 22 August 2006 in accordance with Rule 2.10 of the City Code on Takeovers and Mergers confirming that at the close of business on 21 August 2006 the Company had 515,217,223 Ordinary shares in issue. 12. A notification dated 23 August 2006 in accordance with Rule 2.10 of the City Code on Takeovers and Mergers confirming that at the close of business on 22 August 2006 the Company had 515,379,414 Ordinary shares in issue. 13. A notification dated 23 August 2006 advising of the exercise of options over 97,012 Ordinary shares in the Company and subsequent sale of 61,141 shares by K Rajagopal, a director of The BOC Group plc. 14. A notification dated 23 August 2006 in accordance with Rules 8.1(a) and (b) (i) of the City Code on Takeovers and Mergers advising of dealings by directors (together with their close relatives and related trusts) of The BOC Group plc and its subsidiaries and fellow subsidiaries and their associated companies. 15. A notification dated 23 August 2006 advising that Credit Suisse have a 10% interest in the issued Ordinary share capital of the Company. 16. A notification dated 23 August 2006 advising that The Goldman Sachs Group, Inc have a 5.8% interest in the issued Ordinary share capital of the Company. 17. A notification dated 24 August 2006 in accordance with Rule 2.10 of the City Code on Takeovers and Mergers confirming that at the close of business on 23 August 2006 the Company had 515,486,839 Ordinary shares in issue. 18. A notification dated 24 August 2006 advising of the disposal by Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc Employee Share Trust (1995), a total of 22,423 Ordinary shares in the Company in which the directors have a technical interest. Page 2 of 39 19. A notification dated 25 August 2006 in accordance with Rule 2.10 of the City Code on Takeovers and Mergers confirming that at the close of business on 24 August 2006 the Company had 515,495,545 Ordinary shares in issue. 20. A notification dated 25 August 2006 in accordance with Rules 8.1(a) and (b) (i) of the City Code on Takeovers and Mergers advising of dealings by directors (together with their close relatives and related trusts) of The BOC Group plc and its subsidiaries and fellow subsidiaries and their associated companies. 21. A notification dated 25 August 2006 advising of the disposal by Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc Employee Share Trust (1995), a total of 7,630 Ordinary shares in the Company in which the directors have a technical interest. Page 3 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 14 AUGUST 2006 AT 09.02 HRS UNDER REF: PRNUK-1408060902-07D1 14 August 2006 The BOC Group plc RULE 2.10 ANNOUNCEMENT The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, that as at the close of business on 11 August 2006 it had in issue 515,037,213 (including those represented by ADSs) ordinary shares of 25 pence each ("BOC Shares"). The ISIN reference number for the BOC Shares is GB0001081206 and for the American Depositary Shares of BOC is CUSIP055617609. Each American Depositary Share of BOC represents two BOC Shares. Contacts: The BOC Group plc Christopher Marsay, Director Investor Relations 01276 477222 The Maitland Consultancy Neil Bennett 0207 379 5151 Page 4 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 15 AUGUST 2006 08.54 HRS UNDER REF: PRNUK-1508060854-4512 15 August 2006 The BOC Group plc RULE 2.10 ANNOUNCEMENT The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, that as at the close of business on 14 August 2006 it had in issue 515,042,913(including those represented by ADSs) ordinary shares of 25 pence each ("BOC Shares"). The ISIN reference number for the BOC Shares is GB0001081206 and for the American Depositary Shares of BOC is CUSIP055617609. Each American Depositary Share of BOC represents two BOC Shares. Contacts: The BOC Group plc Christopher Marsay, Director Investor Relations 01276 477222 The Maitland Consultancy Neil Bennett 0207 379 5151 Page 5 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 15 AUGUST 2006 AT 18.21 HRS UNDER REF: PRNUK-1508061819-1364 NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1). (1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. (2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24. (3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. (4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24. Please complete all relevant boxes should in block capital letters.

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

Page 8 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 16 AUGUST 2006 AT 08.42 HRS UNDER REF: PRNUK-1608060841-1E8A 16 August 2006 The BOC Group plc RULE 2.10 ANNOUNCEMENT The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, that as at the close of business on 15 August 2006 it had in issue 515,144,534(including those represented by ADSs) ordinary shares of 25 pence each ("BOC Shares"). The ISIN reference number for the BOC Shares is GB0001081206 and for the American Depositary Shares of BOC is CUSIP055617609. Each American Depositary Share of BOC represents two BOC Shares. Contacts: The BOC Group plc Christopher Marsay, Director Investor Relations 01276 477222 The Maitland Consultancy Neil Bennett 0207 379 5151 Page 9 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 17 AUGUST 2006 AT 09.36 HRS UNDER REF: PRNUK-1708060935-FD79 17 August 2006 The BOC Group plc - EGM Resolution Copies of the resolution passed at the EGM held on 16 August 2006 and BOC's amended Articles of Association have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel.no. (0)20 7066 1000 Page 10 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 17 AUGUST 2006 AT 14.11 HRS UNDER REF: PRNUK-1708061410-4701 17 August 2006 THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995) The BOC Group plc (the Company) has been notified of the disposal on 17 August 2006 of 14,948 Ordinary shares of 25p each in the Company at nil cost per share by Ogier Trustee (Jersey) Limited (the Trustee) as trustee of The BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary shares have been transferred, following exercise of options, to participants in the Company's senior executive share incentive plans. Following this disposal of 14,948 Ordinary shares, the Trustee now holds 4,192,648 Ordinary shares. Each of the executive Directors of the Company is a potential beneficiary under the Trust and therefore for Companies Act purposes is regarded as interested in all of these 4,192,648 Ordinary shares. Despite this technical interest, each executive Director will only be entitled to receive Ordinary shares from the Trust in satisfaction of options granted to him in respect of these Ordinary shares. Page 11 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 18 AUGUST 2006 AT 08.52 HRS UNDER REF: PRNUK-1808060852-1563 18 August 2006 The BOC Group plc RULE 2.10 ANNOUNCEMENT The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, that as at the close of business on 17 August 2006 it had in issue 515,152,833(including those represented by ADSs) ordinary shares of 25 pence each ("BOC Shares"). The ISIN reference number for the BOC Shares is GB0001081206 and for the American Depositary Shares of BOC is CUSIP055617609. Each American Depositary Share of BOC represents two BOC Shares. Contacts: The BOC Group plc Christopher Marsay, Director Investor Relations 01276 477222 The Maitland Consultancy Neil Bennett 0207 379 5151 Page 12 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 18 AUGUST 2006 AT 11.25 HRS UNDER REF: PRNUK-1808061125-0539 18 August 2006 THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995) The BOC Group plc (the Company) has been notified of the transfer on 18 August 2006 of 98,508 Ordinary shares of 25p each in the Company at nil value by Ogier Trustee (Jersey) Limited (the Trustee) to The BOC Group plc Employee Share Trust (1995) (the Trust). This Trust was established for the purpose of satisfying the exercise, in due course, of awards made under senior executive incentive plans. Following this transfer of 98,508 Ordinary shares, the Trustee now holds 4,291,156 Ordinary shares. Each of the executive Directors of the Company is a potential beneficiary under the Trust and therefore for Companies Act purposes is regarded as interested in all of these 4,291,156 Ordinary shares. Despite this technical interest, each executive Director will only be entitled to receive Ordinary shares from the Trust in satisfaction of options granted to him in respect of these Ordinary shares. Page 13 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 18 AUGUST 2006 AT 16.52 HRS UNDER REF: PRNUK-1808161647-7D83 FORM 8.1 DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS (Rules 8.1(a) and (b)(i) of the Takeover Code) 1. KEY INFORMATION ------------------------------------------------- ------------------------------ Name of person dealing (Note 1) See attached Schedule ------------------------------------------------- ------------------------------ Company dealt in The BOC Group plc ------------------------------------------------- ------------------------------ Class of relevant security to which the Ordinary shares of 25 pence dealings being disclosed relate (Note 2) ------------------------------------------------- ------------------------------ Date of dealing See attached Schedule ------------------------------------------------- ------------------------------ 2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)

(c) Rights to subscribe (Note 3) ------------------------------------------ ------------------------------------- Class of relevant security: Details ------------------------------------------ ------------------------------------- Ordinary Shares of 25p each See attached Schedule ------------------------------------------ ------------------------------------- 3. DEALINGS (Note 4) (a) Purchases and sales

(b) Derivatives transactions (other than options)

(ii) Exercising

(d) Other dealings (including new securities) (Note 4)

Page 15 of 39 4. OTHER INFORMATION Agreements, arrangements or understandings relating to options or derivatives -------------------------------------------------------------------------------- Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. -------------------------------------------------------------------------------- None -------------------------------------------------------------------------------- Is a Supplemental Form 8 attached? (Note 9) - NO

Notes The Notes on Form 8.1 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk --------------------------- Page 16 of 39 SCHEDULE Form 8.1 Aggregated Dealings Disclosure For category 3 associates the period 11 August to 18 August 2006 Part A - Purchases and Sales

Page 17 of 39 Part B - Exercising Options

Page 18 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 21 AUGUST 2006 AT 09.12 HRS UNDER REF: PRNUK-2108060909-7F6B 21 August 2006 The BOC Group plc RULE 2.10 ANNOUNCEMENT The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, that as at the close of business on 18 August 2006 it had in issue 515,207,723 (including those represented by ADSs) ordinary shares of 25 pence each ("BOC Shares"). The ISIN reference number for the BOC Shares is GB0001081206 and for the American Depositary Shares of BOC is CUSIP055617609. Each American Depositary Share of BOC represents two BOC Shares. Contacts: The BOC Group plc Christopher Marsay, Director Investor Relations 01276 477222 The Maitland Consultancy Neil Bennett 0207 379 5151 Page 19 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 22 AUGUST 2006 AT 09.15 HRS UNDER REF: PRNUK-2208060915-3D4E 22 August 2006 The BOC Group plc RULE 2.10 ANNOUNCEMENT The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, that as at the close of business on 21 August 2006 it had in issue 515,217,223 (including those represented by ADSs) ordinary shares of 25 pence each ("BOC Shares"). The ISIN reference number for the BOC Shares is GB0001081206 and for the American Depositary Shares of BOC is CUSIP055617609. Each American Depositary Share of BOC represents two BOC Shares. Contacts: The BOC Group plc Christopher Marsay, Director Investor Relations 01276 477222 The Maitland Consultancy Neil Bennett 0207 379 5151 Page 20 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 23 AUGUST 2006 AT 09.05 HRS UNDER REF: PRNUK-2308060905-4E99 23 August 2006 The BOC Group plc RULE 2.10 ANNOUNCEMENT The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, that as at the close of business on 22 August 2006 it had in issue 515,379,414 (including those represented by ADSs) ordinary shares of 25 pence each ("BOC Shares"). The ISIN reference number for the BOC Shares is GB0001081206 and for the American Depositary Shares of BOC is CUSIP055617609. Each American Depositary Share of BOC represents two BOC Shares. Contacts: The BOC Group plc Christopher Marsay, Director Investor Relations 01276 477222 The Maitland Consultancy Neil Bennett 0207 379 5151 Page 21 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 23 AUGUST 2006 AT 14.10 HRS UNDER REF: PRNUK2308061407-0469 NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1). (7) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. (7) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24. (7) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. (7) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24. Please complete all relevant boxes should in block capital letters.

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

Page 24 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 23 AUGUST 2006 AT 14.32 HRS UNDER REF: PRNUK-2308061432-C662 FORM 8.1 DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS (Rules 8.1(a) and (b)(i) of the Takeover Code) 1. KEY INFORMATION -------------------------------------------------- ----------------------------- Name of person dealing (Note 1) Krishnamurthy RAJAGOPAL -------------------------------------------------- ----------------------------- Company dealt in The BOC Group plc -------------------------------------------------- ----------------------------- Class of relevant security to which the Ordinary shares of 25 pence dealings each being disclosed relate (Note 2) -------------------------------------------------- ----------------------------- Date of dealing 22 August 2006 -------------------------------------------------- ----------------------------- 2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)

(c) Rights to subscribe (Note 3) ------------------------------------------ ------------------------------------- Class of relevant security: Details ------------------------------------------ ------------------------------------- Ordinary Shares of 25p each 241,449 ------------------------------------------ ------------------------------------- 3. DEALINGS (Note 4) (a) Purchases and sales

(b) Derivatives transactions (other than options)

(ii) Exercising

(d) Other dealings (including new securities) (Note 4)

Page 26 of 39 4. OTHER INFORMATION Agreements, arrangements or understandings relating to options or derivatives -------------------------------------------------------------------------------- Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. -------------------------------------------------------------------------------- The sale of the shares as described in paragraph 3(a) is being made by Dr. Rajagopal in order to fund the exercise of his options as set out in paragraph 3(c) (ii). The Panel on Takeovers and Mergers has confirmed on an ex parte basis that this sale has no Code consequences. -------------------------------------------------------------------------------- Is a Supplemental Form 8 attached? (Note 9) - NO

Notes The Notes on Form 8.1 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk --------------------------- Page 27 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 23 AUGUST 2006 AT 17.13 HRS UNDER REF: PRNUK-2308061712-8C82 SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES All relevant boxes should be completed in block capital letters.

Page 28 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 23 AUGUST 2006 AT 17.25 HRS UNDER REF: PRNUK-2308061719-1ECB SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES All relevant boxes should be completed in block capital letters.

Page 29 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 24 AUGUST 2006 AT 09.08 HRS UNDER REF: PRNUK-2408060907-7A36 24 August 2006 The BOC Group plc RULE 2.10 ANNOUNCEMENT The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, that as at the close of business on 23 August 2006 it had in issue 515,486,839 (including those represented by ADSs) ordinary shares of 25 pence each ("BOC Shares"). The ISIN reference number for the BOC Shares is GB0001081206 and for the American Depositary Shares of BOC is CUSIP055617609. Each American Depositary Share of BOC represents two BOC Shares. Contacts: The BOC Group plc Christopher Marsay, Director Investor Relations 01276 477222 The Maitland Consultancy Neil Bennett 0207 379 5151 Page 30 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 24 AUGUST 2006 AT 16.34 HRS UNDER REF: PRNUK-2408061633-6561 24 August 2006 THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995) The BOC Group plc (the Company) has been notified of the disposal on 24 August 2006 of 22,423 Ordinary shares of 25p each in the Company at nil cost per share by Ogier Trustee (Jersey) Limited (the Trustee) as trustee of The BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary shares have been transferred, following exercise of options, to participants in the Company's senior executive share incentive plans. Following this disposal of 22,423 Ordinary shares, the Trustee now holds 4,268,733 Ordinary shares. Each of the executive Directors of the Company is a potential beneficiary under the Trust and therefore for Companies Act purposes is regarded as interested in all of these 4,268,733 Ordinary shares. Despite this technical interest, each executive Director will only be entitled to receive Ordinary shares from the Trust in satisfaction of options granted to him in respect of these Ordinary shares. Page 31 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 25 AUGUST 2006 AT 09.11 HRS UNDER REF: PRNUK-2508060908-AA90 25 August 2006 The BOC Group plc RULE 2.10 ANNOUNCEMENT The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, that as at the close of business on 24 August 2006 it had in issue 515,495,545 (including those represented by ADSs) ordinary shares of 25 pence each ("BOC Shares"). The ISIN reference number for the BOC Shares is GB0001081206 and for the American Depositary Shares of BOC is CUSIP055617609. Each American Depositary Share of BOC represents two BOC Shares. Contacts: The BOC Group plc Christopher Marsay, Director Investor Relations 01276 477222 The Maitland Consultancy Neil Bennett 0207 379 5151 Page 32 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 25 AUGUST 2006 AT 15.14 HRS UNDER REF: PRNUK-2508061512-80E3 FORM 8.1 DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS (Rules 8.1(a) and (b)(i) of the Takeover Code) 1. KEY INFORMATION -------------------------------------------------- ----------------------------- Name of person dealing (Note 1) See attached Schedule -------------------------------------------------- ----------------------------- Company dealt in The BOC Group plc -------------------------------------------------- ----------------------------- Class of relevant security to which the Ordinary shares of 25 pence dealings each being disclosed relate (Note 2) -------------------------------------------------- ----------------------------- Date of dealing See attached Schedule -------------------------------------------------- ----------------------------- 2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)

(c) Rights to subscribe (Note 3) --------------------------------------------- ---------------------------------- Class of relevant security: Details --------------------------------------------- ---------------------------------- Ordinary Shares of 25p each See attached Schedule --------------------------------------------- ---------------------------------- 3. DEALINGS (Note 4) (a) Purchases and sales

(b) Derivatives transactions (other than options)

(ii) Exercising

(d) Other dealings (including new securities) (Note 4)

Page 34 of 39 4. OTHER INFORMATION Agreements, arrangements or understandings relating to options or derivatives -------------------------------------------------------------------------------- Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. -------------------------------------------------------------------------------- None -------------------------------------------------------------------------------- Is a Supplemental Form 8 attached? (Note 9) - NO

Notes The Notes on Form 8.1 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk --------------------------- Page 35 of 39 SCHEDULE Form 8.1 Aggregated Dealings Disclosure For category 3 associates the period 18 August to 25 August 2006 Part A - Purchases and Sales

Page 36 of 39 Part B - Exercising Options

Page 37 of 39 THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON 25 AUGUST 2006 AT 16.05 HRS UNDER REF: PRNUK-2508061604-C138 25 August 2006 THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995) The BOC Group plc (the Company) has been notified of the disposal on 25 August 2006 of 7,630 Ordinary shares of 25p each in the Company at nil cost per share by Ogier Trustee (Jersey) Limited (the Trustee) as trustee of The BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary shares have been transferred, following exercise of options, to participants in the Company's senior executive share incentive plans. Following this disposal of 7,630 Ordinary shares, the Trustee now holds 4,261,103 Ordinary shares. Each of the executive Directors of the Company is a potential beneficiary under the Trust and therefore for Companies Act purposes is regarded as interested in all of these 4,261,103 Ordinary shares. Despite this technical interest, each executive Director will only be entitled to receive Ordinary shares from the Trust in satisfaction of options granted to him in respect of these Ordinary shares. Page 38 of 39 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, The BOC Group plc, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 29, 2006 By: /s/ Sarah Larkins ------------------------------------- Name: Sarah Larkins Title: Assistant Company Secretary Page 39 of 39

BOC GROUP PLC 6-K