PRICING AGREEMENT

Exhibit 1.2

PRICING AGREEMENT

Xxxxxxx Xxxxx & Co. LLC

X.X. Xxxxxx Securities plc

Citigroup Global Markets Limited

Deutsche Bank AG, London Branch

ING Bank N.V.

Xxxxxxx Xxxxx International
and the other several Underwriters
named in Schedule I hereto,

c/o Goldman Sachs & Co. LLC

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000-0000

X.X. Xxxxxx Securities plc

00 Xxxx Xxxxxx

Xxxxxx Xxxxx

Xxxxxx X00 0XX

Xxxxxx Xxxxxxx

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Xxxxxx Xxxxx

Xxxxxx X00 0XX

Xxxxxx Xxxxxxx

Deutsche Bank AG, London Branch

Winchester House

1 Great Xxxxxxxxxx Xxxxxx

Xxxxxx XX0X 0XX

Xxxxxx Xxxxxxx

ING Bank X.X.

Xxxxxxxxxxxxx 0

0000 XX Xxxxxxxxx

The Netherlands

Xxxxxxx Xxxxx International

0 Xxxx Xxxxxx Xxxxxx

Xxxxxx XX0X 0XX

Xxxxxx Xxxxxxx

October 28, 2019

I-1

Ladies and Gentlemen:

Dover Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 28, 2019 (the “Underwriting Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Pricing Prospectus, the Pricing Disclosure Package and the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Pricing Prospectus, the Pricing Disclosure Package and the Prospectus, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Pricing Prospectus, the Pricing Disclosure Package and the Prospectus relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 16 of the Underwriting Agreement and the address of the Representatives referred to in such Section 16 are set forth at the end of Schedule II hereto.

Each of the Underwriters agrees that it will not offer or sell any of the Designated Securities in any jurisdiction outside the United States except in circumstances that will result in compliance in all material respects with the applicable laws thereof.

The Prospectus relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof for the Company and each of the Representatives plus one counterpart for each counsel, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company.

[Remainder of Page Intentionally Left Blank]

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Very truly yours,
DOVER CORPORATION
By:		/s/ Xxx Xxxxx
		Name: Xxx Xxxxx
		Title: Vice President & Treasurer

I-3

Accepted as of the date hereof:
XXXXXXX XXXXX & CO. LLC
BY:		/s/ Xxxx Xxxxxx
		NAME: Xxxx Xxxxxx
		TITLE: Managing Director

I-4

Accepted as of the date hereof:
X.X. XXXXXX SECURITIES PLC
BY:		/s/ Xxxxx Xxxxxxxxx
		NAME: Xxxxx Xxxxxxxxx
		TITLE: Executive Director

I-5

Accepted as of the date hereof:
CITIGROUP GLOBAL MARKETS LIMITED
BY:		/s/ Xxxxx Xxxxxx
		NAME: Xxxxx Xxxxxx
		TITLE: Delegated Signatory

I-6

Accepted as of the date hereof:
DEUTSCHE BANK AG, LONDON BRANCH
BY:		/s/ Xxxx Xxxxxxx
		NAME: Xxxx Xxxxxxx
		TITLE: Director
DEUTSCHE BANK AG, LONDON BRANCH
BY:		/s/ Xxxxxx X Xxxx
		NAME: Xxxxxx X Xxxx
		TITLE: Managing Director

I-7

Accepted as of the date hereof:
ING BANK N.V.
BY:		/s/ Remko Huibers
		NAME: Remko Huibers
		TITLE: Senior Legal Counsel
ING BANK N.V.
BY:		/s/ Romke van der Weerdt
		NAME: Romke van der Weerdt
		TITLE: Managing Director

I-8

Accepted as of the date hereof:
XXXXXXX XXXXX INTERNATIONAL
BY:		/s/ Xxxxx Xxxxxxxx
		NAME: Xxxxx Xxxxxxxx
		TITLE: Managing Director

I-9

Accepted as of the date hereof:
HSBC BANK PLC
BY:		/s/ Xxxxxxxx Xxxxx
		NAME: Xxxxxxxx Xxxxx
		TITLE: Managing Director

I-10

Accepted as of the date hereof:
MIZUHO INTERNATIONAL PLC
BY:		/s/ Xxxxx Nurse
		NAME: Xxxxx Nurse
		TITLE: Managing Director

I-11

Accepted as of the date hereof:
SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL)
BY:		/s/ Hellene Hellners
		NAME: Hellene Hellners
		TITLE: Legal Counsel
SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL)
BY:		/s/ Xxx Xxxxxx
		NAME: Xxx Xxxxxx
		TITLE: Legal Counsel

I-12

Accepted as of the date hereof:

XXXXX FARGO SECURITIES INTERNATIONAL LIMITED

BY:		/s/ Xxxxxx Xxxxx
		NAME: Xxxxxx Xxxxx
		TITLE: Chief Executive Officer

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SCHEDULE I

Underwriters		Principal Amount of Designated Securities to be Purchased
Xxxxxxx Xxxxx & Co. LLC		€	135,000,000
X.X. Xxxxxx Securities plc		€	125,000,000
Citigroup Global Markets Limited		€	40,000,000
Deutsche Bank AG, London Branch		€	40,000,000
ING Bank N.V.		€	40,000,000
Xxxxxxx Xxxxx International		€	40,000,000
HSBC Bank plc		€	27,500,000
Xxxxx Fargo Securities International Limited		€	27,500,000
Mizuho International plc		€	12,500,000
Skandinaviska Enskilda Xxxxxx XX (publ)		€	12,500,000
Total		€	500,000,000

I-I-1

SCHEDULE II

Title of Designated Securities:

0.750% Notes due 2027 (the “Designated Securities”).

Aggregate principal amount:

€500,000,000 of the Designated Securities.

Price to Public:

99.337% of the principal amount of the Designated Securities, plus accrued interest, if any, from November 4, 2019.

Purchase Price by Underwriters:

98.937% of the principal amount of the Designated Securities, plus accrued interest, if any, from November 4, 2019.

Form of Designated Securities:

Book-entry only form represented by one or more fully registered global notes deposited with Clearstream Banking, société anonyme (“Clearstream”), and Euroclear Bank, SA/NV, as operator of the Euroclear System (“Euroclear”), to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the offices of Clearstream and Euroclear.

Time of Delivery:

9:00 a.m. (London time), or as soon as possible thereafter, on November 4, 2019.

Indenture:

Indenture dated February 8, 2001, between the Company and Bank One Trust Company, N.A. (as predecessor to XX Xxxxxx Trust Company National Association, The Bank of New York and The Bank of New York Mellon), as Trustee, as supplemented by the Seventh Supplemental Indenture, to be dated November 4, 2019, among the Company, The Bank of New York Mellon (as successor to Bank One Trust Company, N.A., XX Xxxxxx Trust Company National Association and The Bank of New York) as Trustee, and The Bank of New York Mellon, London Branch as Paying Agent relating to the Designated Securities.

Maturity:

November 4, 2027.

Interest Rate:

0.750%

I-I-2

Interest Payment Dates:

November 4 of each year, commencing November 4, 2020.

Regular Record Dates:

October 15 of each year.

Redemption Provisions:

No mandatory redemption provisions.

The Company may, at its option, redeem the Designated Securities in whole at any time or in part from time to time at the redemption prices as described under the caption “Description of Notes—Optional Redemption” in the Company’s preliminary prospectus supplement dated October 28, 2019 relating to the Designated Securities (the “Preliminary Prospectus Supplement”). The redemption price prior to August 4, 2027 will be based on the Comparable Government Bond Rate (as defined in the Preliminary Prospectus Supplement) plus 20 basis points.

Redemption for Tax Reasons:

The Company may, at its option, redeem all but not part of the Designated Securities in the event of certain changes in the tax laws of the United States (or any taxing authority in the United States). This redemption would be at 100% of the principal amount, together with accrued and unpaid interest on the Securities to, but excluding, the date fixed for redemption (all as described in the Preliminary Prospectus Supplement).

Additional Amounts:

The Company will, subject to certain exceptions and limitations, pay as additional interest on the Designated Securities such additional amounts as are necessary in order that the net payment by the Company of the principal of, premium, if any and interest on the Designated Securities to a holder who is not a United States person, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Designated Securities to be then due and payable (all as described in the Preliminary Prospectus Supplement).

Change of Control Offer Provisions:

If a change of control triggering event occurs, the Company will be required, subject to certain conditions, to make an offer to repurchase the Designated Securities at a price equal to 101% of the principal amount of the Designated Securities, plus accrued and unpaid interest to, but excluding, the date of repurchase (all as described in the Company’s preliminary prospectus supplement dated October 28, 2019 relating to the Designated Securities).

I-I-3

Sinking Fund Provisions:

No sinking fund provisions.

Currency of Payment Provisions:

All payments of interest and principal, including payments made upon any redemption of the Designated Securities, if any, interest on and additional amounts, if any, will be payable in euros, provided, that if the euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Designated Securities will be made in U.S. dollars until the euro is again available to the Company or so used. The amount payable on any date in euros will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second business day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date.

Defeasance Provisions:

As set forth in the Seventh Supplemental Indenture (all as described in the Preliminary Prospectus Supplement).

Closing Location for Delivery of Designated Securities:

Xxxxxxx Xxxxxxx & Xxxxxxxx LLP

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Denomination:

The Designated Securities will be issued in minimum denominations of €100,000 in principal amount and integral multiples of €1,000 in excess thereof.

Listing:

The Company intends to apply to list the Designated Securities on The New York Stock Exchange.

Additional Closing Conditions:

No additional closing conditions to those in the Underwriting Agreement.

I-I-4

Names and addresses of Representatives:

Designated Representatives:

Xxxxxxx Sachs & Co. LLC

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000-0000

X.X. Xxxxxx Securities plc

00 Xxxx Xxxxxx

Xxxxxx Xxxxx

Xxxxxx X00 0XX

Xxxxxx Xxxxxxx

Address for Notices, etc.:

Xxxxxxx Sachs & Co. LLC

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000-0000

Attention: Registration Department

X.X. Xxxxxx Securities plc

00 Xxxx Xxxxxx

Xxxxxx Xxxxx

Xxxxxx X00 0XX

Xxxxxx Xxxxxxx

Attention: Head of Debt Syndicate and Head of EMEA Debt Capital Markets Group

Email: Xxxx_xx_XXXX_XXXX@xxxxxxxx.xxx

Applicable Time:

5:15 p.m. (London time), on October 28, 2019.

List of Free Writing Prospectuses:

Final Term Sheet, dated October 28, 2019, in the form agreed between the Company and the Representatives on the date hereof.

I-I-5