Exhibit 99.2
The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. The Depositary can assist you in completing this Letter of Transmittal (see the back page of this Letter of Transmittal for addresses and telephone numbers). Non-registered Shareholders (that is, Shareholders whose Shares are registered in the name of an Intermediary, such as a securities broker, financial institution, trustee or custodian, or in the name of a clearing agency (such as CDS) of which the Intermediary is a participant) should carefully follow the instructions that they receive from their Intermediary or contact such Intermediary for assistance in depositing their Shares.
LETTER OF TRANSMITTAL
FOR SURRENDER OF SHARES OF
INCO LIMITED
This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany share certificates of Inco Limited (“Inco” or the “Company”) that are surrendered pursuant to the amalgamation (the “Amalgamation”) of Inco and Itabira Canada Inc. (“Itabira Canada”). The form of amalgamation agreement (the “Amalgamation Agreement”) is attached as Exhibit “C” to the Management Information Circular of the Company dated November 30, 2006 (the “Circular”) which accompanies this Letter of Transmittal. Prior to the Amalgamation, such share certificates represent common shares of Inco. Following the Amalgamation, except as set forth in the Circular, such certificates will represent the same number of Amalco Class A Redeemable Preferred Shares, which shares will be redeemed immediately by the Company for Cdn.$86.00 in cash. In either case, such shares are referred to in this Letter of Transmittal as the “Shares”.
Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular.
TO: COMPUTERSHARE INVESTOR SERVICES INC., at its offices set out herein
AND TO: INCO LIMITED
The undersigned represents and warrants that the undersigned owns the number of Shares represented by the Share certificate(s) described below and delivered herewith and that the undersigned has good title to the Shares represented by the Share certificate(s), free and clear of all liens, charges and encumbrances, and has full power and authority herewith to surrender the Shares. The following are the details of the enclosed certificate(s):
DESCRIPTION OF SHARES DEPOSITED
(If space is insufficient, please attach a list to this Letter of Transmittal in the form below.)
| Name(s) in which Registered | ||||
| (Please fill in exactly as name(s) | Number of Share(s) Represented by | |||
| Certificate Number(s) | appear(s) on certificate(s)) | Certificate | ||
| TOTAL | ||||
The above-listed Share certificate(s) are hereby delivered to you in connection with the redemption of Amalco Class A Redeemable Preferred Shares following the Amalgamation of Inco and Itabira Canada. The undersigned authorizes and directs Computershare Investor Services Inc. (“Computershare”) to issue the
cheque(s) for the Consideration to which the undersigned is entitled in respect of the Shares represented by the above-listed Share certificate(s) pursuant to the Amalgamation Agreement and to mail the cheque(s) to the address indicated below or, if no instructions are given, in the name and to the address, if any, of the undersigned as the same appears on the share register maintained by Inco.
In order to receive the Consideration, Shareholders (other than Dissenting Shareholders and Itabira Canada) must duly complete, execute and deliver to Computershare this Letter of Transmittal together with the certificate(s) representing Shares and such other additional documents as are set out in the Instructions below. If the Amalgamation is not completed, certificates delivered hereunder and all other ancillary documents will be returned to the undersigned in accordance with the Instructions given below.
By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned and both of you shall be deemed to have required that any contract in connection with the delivery of the Shares pursuant to the Amalgamation through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language.En raison de l’utilisation d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par ceci et son acceptation au moyen de la présente lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.
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SHAREHOLDER INFORMATION AND INSTRUCTIONS
Before signing this Letter of Transmittal, please review carefully
and complete the following boxes, as appropriate.
BLOCK A
PAYMENT INSTRUCTIONS
ISSUE CHEQUE IN THE NAME OF:
(Please print or type)
(Name)
(Street Address and Number)
(City and Province or State)
(Country and Postal (or Zip) Code)
(Telephone — Business Hours)
(Social Insurance, Social Security Number or
Tax Identification Number)
BLOCK B
DELIVERY INSTRUCTIONS
SEND CHEQUE (UNLESS BLOCK C BELOW IS CHECKED), TO:
(Please print or type)
o Same as address in Block A or to:
(Name)
(Street Address and Number)
(City and Province or State)
(Country and Postal (or Zip) Code)
(Telephone — Business Hours)
(Social Insurance, Social Security Number or
Tax Identification Number)
BLOCK C
SPECIAL PICK-UP INSTRUCTIONS
| o | Hold cheque for pick-up. |
(Please check here if applicable)
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BLOCK D
U.S. SHAREHOLDERS
(See Instruction 6)
A “U.S. Shareholder” is any Shareholder that is either (A) providing an address in Block B which is located within the United States or any territory or possession thereof or (B) a United States person for United States federal income tax purposes.
INDICATE WHETHER OR NOT YOU ARE A U.S. SHAREHOLDER OR ARE ACTING ON BEHALF OF A U.S. SHAREHOLDER:
| o | The owner signing this Letter of Transmittal represents that it is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder. |
| o | The owner signing this Letter of Transmittal is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder. |
IF YOU ARE A U.S. SHAREHOLDER OR ARE ACTING ON BEHALF OF A U.S. SHAREHOLDER, THEN IN ORDER TO AVOID BACKUP WITHHOLDING YOU MUST COMPLETE THE FORM W-9 ATTACHED HERETO, OR OTHERWISE PROVIDE CERTIFICATION THAT YOU ARE EXEMPT FROM BACKUP WITHHOLDING, AS PROVIDED IN THE INSTRUCTIONS.
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SHAREHOLDER SIGNATURE
By signing below, the undersigned expressly agrees to the terms and conditions set forth above.
| Signature guaranteed by (if required under Instruction 3 to this Letter of Transmittal): | Signature of Shareholder or Authorized Representative: | |
| Dated: | ||
Representative (see Instructions 2, 3 and 4 to this Letter of Transmittal) | ||
(Please print or type) | ||
Authorized Representative | ||
Identification Number of Shareholder | ||
| Additional Signatures for Joint Shareholders (if required): | ||
| Dated: | ||
Representative (see Instructions 2, 3 and 4 to this Letter of Transmittal) | ||
(Please print or type) | ||
Authorized Representative | ||
Identification Number of Shareholder | ||
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INSTRUCTIONS
1. Use of Letter of Transmittal
| (a) | Shareholders should read the accompanying Circular prior to completing this Letter of Transmittal. | |
| (b) | This Letter of Transmittal duly completed and signed, together with accompanying certificates representing the Shares, must be sent or delivered to Computershare at one of the addresses indicated on the back page of this Letter of Transmittal. | |
| (c) | The method used to deliver this Letter of Transmittal and any accompanying certificates representing Shares is at the option and risk of the Shareholder, and delivery will be deemed effective only when such documents are actually received. Inco recommends that the necessary documentation be hand delivered to Computershare at its office specified below, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Delivery to an office other than to the specified office does not constitute delivery for this purpose. | |
| (d) | Inco reserves the right if it so elects in its absolute discretion to instruct Computershare to waive any defect or irregularity contained in any Letter of Transmittal received by it. | |
| (e) | Shareholders whose Shares are registered in the name of a securities broker, financial institution, trustee, custodian or other nominee should contact that nominee for assistance in surrendering those Shares. |
2. Signatures
This Letter of Transmittal must be completed and signed by the holder of Shares or by such holder’s duly authorized representative (in accordance with paragraph 4 below of these Instructions).
| (a) | If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such surrendered certificate(s) are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. | |
| (b) | If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s), or if a cheque is to be issued to a person other than the registered owner(s): |
| (i) | such surrendered certificate(s) must be endorsed or be accompanied by appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and | |
| (ii) | the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in paragraph 3 below of these Instructions. |
3. Guarantee of Signatures
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Shares or if the payment is to be made in a name other than the registered owner(s), such signature must be guaranteed by an Eligible Institution (see below), or in some other manner satisfactory to Computershare (except that no guarantee is required if the signature is that of an Eligible Institution).
An “Eligible Institution” means a Canadian Schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.
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4. Fiduciaries, Representatives and Authorizations
Where this Letter of Transmittal is executed by a person on behalf of an executor, administrator, trustee, guardian, corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Inco, Itabira Canada or Computershare, at their discretion, may require additional evidence of authority or additional documentation.
5. Delivery Instructions
If any cheque(s) are to be sent to someone at an address other than the address of the Shareholder as it appears in Block A on this Letter of Transmittal, entitled “Payment Instructions”, then Block B on this Letter of Transmittal, entitled “Delivery Instructions”, should be completed. If Block B is not completed, any cheque(s) will be mailed to the depositing Shareholder at the address of such holder as it appears in Block A or, if no address is provided in Block A, then it will be mailed to the address of such holder as it appears on the securities register of Inco. Any cheque(s) mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.
6. U.S. Shareholders and Form W-9
United States federal income tax law generally requires that a U.S. Shareholder who receives cash in exchange for shares must provide the Depositary with his correct Taxpayer Identification Number (“TIN”), which, in the case of a Shareholder who is an individual, is generally the individual’s social security number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, such holder may be subject to penalties imposed by the Internal Revenue Service and backup withholding in an amount equal to 28% of the gross proceeds of any payment received hereunder. If withholding results in an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each U.S. Shareholder must provide his correct TIN by completing the “Form W-9” set forth in this document, which requires such holder to certify under penalties of perjury: (i) that the TIN provided is correct (or that such holder is awaiting a TIN); (ii) that the holder is not subject to backup withholding because: (a) the holder is exempt from backup withholding; (b) the holder has not been notified by the Internal Revenue Service that he is subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the Internal Revenue Service has notified the holder that he is no longer subject to backup withholding; and (iii) that the holder is a U.S. person (including a U.S. resident alien).
Exempt holders (including, among others, all corporations) are not subject to backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder must complete Form W-9, check the “Exempt from backup withholding” box on such form, and sign and date the form. See the instructions in the attached Form W-9 for additional instructions.
If Shares are held in more than one name or are not in the name of the actual owner, consult the instructions in the attached Form W-9 for information on which TIN to report.
If a U.S. Shareholder does not have a TIN, such holder should: (i) consult the instructions in the attached Form W-9 for instructions on applying for a TIN; (ii) write “Applied For” in the space for the TIN in Part 1 of the Form W-9; and (iii) sign and date the Form W-9 attached to this document. In such case, the Depositary may withhold 28% of the gross proceeds of any payment made to such holder prior to the time a properly certified TIN is provided to the Depositary, and if the Depositary is not provided with a TIN within sixty (60) days, such amounts will be paid over to the Internal Revenue Service.
If the Form W-9 is not applicable to a U.S. Shareholder because such holder is not a U.S. person for U.S. federal income tax purposes, such holder will instead need to submit a properly completed IRS Form W-8 BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, signed under penalty of perjury. A copy of IRS Form W-8 BEN is set forth in this document.
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A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE FORM W-9 ATTACHED TO THIS LETTER OF TRANSMITTAL OR, IF APPLICABLE, AN IRS FORM W-8 BEN, MAY BE SUBJECT TO BACKUP WITHHOLDING OF 28% OF THE GROSS PROCEEDS OF ANY PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE REDEMPTION OF THE AMALCO CLASS A REDEEMABLE PREFERRED SHARES.
7. Miscellaneous
| (a) | If the space on this Letter of Transmittal is insufficient to list all certificates for Shares, additional certificate numbers and number of Shares may be included on a separate signed list affixed to this Letter of Transmittal. | |
| (b) | If Shares are registered in different forms (e.g., “John Doe” and “J. Doe”), a separate Letter of Transmittal should be signed for each different registration. | |
| (c) | No alternative, conditional or contingent deposits will be accepted. | |
| (d) | Additional copies of the Letter of Transmittal may be obtained from Computershare at its respective addresses set out below. | |
| (e) | Any questions should be directed to Computershare at 1-866-612-8058 or by e-mail to corporateactions@computershare.com. |
8. Lost Certificates
If a certificate representing Shares has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to Computershare. Computershare (Depositary) and/or CIBC Mellon Trust (Transfer Agent) will assist in making the necessary arrangements (which may include delivery of an affidavit of loss and a surety bond) for payment of the Consideration in accordance with the Amalgamation. The Shareholder should ensure that suitable contact information is provided herein so that the Depositary and/or the Transfer Agent may contact the Shareholder.
9. Privacy Notice
The Depositary is committed to protecting personal information received from its clients. In the course of providing services to its clients, the Depositary receives certain non-public personal information. This information could include an individual’s name, address, social insurance number, securities holdings and other financial information. The Depositary uses this information for lawful purposes relating to its services. The Depositary has prepared a Privacy Code relating to information practices and privacy protection. It is available at www.computershare.com, or by writing the Depositary at the addresses indicated on the back page of this Letter of Transmittal. The Depositary will use the information provided on this form in order to process the undersigned Shareholder’s request and will treat the Shareholder’s signature(s) on this form as such Shareholder’s consent to the above.
10. Assistance
The Depositary or your securities broker, financial institution, trustee, custodian or other nominee can assist you in completing this Letter of Transmittal (see back page of this Letter of Transmittal for addresses and telephone numbers of the Depositary).
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The Depositary is:
COMPUTERSHARE INVESTOR SERVICES INC.
| By Mail | By Registered Mail, Hand or by Courier | |
| P.O. Box 7025 | 100 University Avenue | |
| 31 Adelaide Street East | 9th Floor | |
| Toronto, ON M5C 2T1 | Toronto, ON M5J 2Y1 | |
| Attention: Corporate Actions | Attention: Corporate Actions | |
Toll Free (North America): 1-866-612-8058
Overseas: 1-514-982-7555
E-Mail: corporateactions@computershare.com
Any questions and requests for assistance may be directed by holders of Shares to the Depositary at the telephone numbers and addresses set out above. Shareholders may also contact their securities broker, financial institution, trustee, custodian or other nominee for assistance.