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BOC Group PLC (BOC)

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Wednesday 05 February, 2003

BOC Group PLC

Director Shareholding


THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)

The BOC Group plc has been notified of the purchase on 5 February 2003 of
1,000,000 The BOC Group plc Ordinary shares of 25p each at a purchase price of
746.87p per share by Ogier Trustee Limited for The BOC Group plc Employee Share
Trust (1995). This Trust was established for the purpose of satisfying the
exercise, in due course, of options under senior executive share option plans.

Each of the directors of The BOC Group plc, who is an employee, is a potential
beneficiary under the Trust and therefore for Companies Act purposes is
regarded as interested in all of these Ordinary shares. Despite the technical
interest in all the Ordinary shares each director will only be entitled to
receive Ordinary shares from the Trust to the extent that options are granted
to him in respect of these Ordinary shares.

Options granted to directors under the senior executive share option plans have
previously been notified, most recently on 8 February 2002.


               

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