TECK COMINCO LIMITED
OFFER TO PURCHASE
all of the outstanding common shares of
INCO LIMITED
on the basis of, at the election of each holder,
(a) Cdn.$78.50 in cash (the "Cash Alternative"),
or
(b) 0.9776 of a Class B subordinate voting share of Teck Cominco Limited
and Cdn.$0.05 in cash (the "Share Alternative"),
for each common share of Inco Limited
subject, in each case, to pro ration as set out in the Offer and Circular.
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 8:00 P.M. (TORONTO TIME) ON JULY 24, 2006 (THE "EXPIRY TIME"), UNLESS ACCELERATED, EXTENDED OR WITHDRAWN. SEE SECTION 4 OF THE OFFER, "TIME FOR ACCEPTANCE".
May 23, 2006
To our Clients:
Enclosed for your consideration is an Offer and Circular dated May 23, 2006 (the "Offer and Circular") and the related Letter of Transmittal (which, together with the Offer and Circular, each as may be amended or supplemented from time to time, collectively constitute the "Offer") relating to the Offer by Teck Cominco Limited, a corporation existing under the laws of Canada (the "Offeror"), to purchase all of the outstanding common shares of Inco Limited, a corporation existing under the laws of Canada ("Inco"), together with associated rights issued and outstanding under the shareholder rights plan of Inco (together, the "Inco Shares"), other than any Inco Shares owned, directly or indirectly, by the Offeror and its affiliates on any Take-Up Date, and including any Inco Shares that may become issued and outstanding after the date of this Offer but prior to the Expiry Time upon the conversion, exchange or exercise of any securities of Inco (other than Rights as defined in the Offer) that are convertible into or exchangeable or exercisable for Inco Shares, at a price of, on the basis of, at the election of the shareholder:
in each case, as elected by the shareholder of Inco (the "Shareholder") and subject to pro ration as set forth in the Offer and Circular.
The Offer is subject to the terms and conditions set forth in the Offer and Circular and the Letter of Transmittal. Capitalized terms used but not defined in this letter which are defined in the Offer and Circular dated May 23, 2006 relating to the Offer have the meanings given to them in the Offer and Circular.
Unless waived by the Offeror, holders of Inco Shares are required to deposit one Right for each Inco Share in order to effect a valid deposit of such Inco Share or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto. If the Separation Time does not occur before the Expiry Time, a deposit of Inco Shares will also constitute a deposit of the Rights associated with such Inco Shares. If the Separation Time occurs before the Expiry Time and Rights are distributed by Inco to Shareholders prior to the time that the Shareholder's Inco Shares are deposited pursuant to the Offer, in order for the Inco Shares to be validly
deposited, Rights equal in number to the number of Inco Shares deposited must be delivered to the Depositary or the U.S. Forwarding Agent, as applicable. If the Separation Time occurs before the Expiry Time and Rights are not distributed by the time that a Shareholder deposits its Inco Shares pursuant to the Offer, the Shareholder may deposit its Rights before receiving them by using the guaranteed delivery procedure discussed in Section 5 of the Offer, "Manner of Acceptance". In any case, a deposit of Inco Shares constitutes an agreement by the signatory to deliver Rights equal in number to the number of Inco Shares deposited pursuant to the Offer to the Depositary or the U.S. Forwarding Agent, as applicable, on or before the third trading day on the TSX after the date, if any, that Rights are distributed. The Offeror reserves the right to require, if the Separation Time occurs before the Expiry Time, that the Depositary or the U.S. Forwarding Agent receive, prior to taking up the Inco Shares for payment pursuant to the Offer, Rights from a Shareholder equal in number to the Inco Shares deposited by such Shareholder.
If a Shareholder wishes to accept the Offer and either the certificate(s) representing the Shareholder's Inco Shares are not immediately available or such Shareholder cannot deliver the certificate(s) and all other required documents to the Depositary before the Expiry Time, those Inco Shares may nevertheless be deposited pursuant to the Offer in accordance with the guaranteed delivery procedures set forth in Section 5 of the Offer, "Manner of Acceptance — Procedure for Guaranteed Delivery".
We (or our nominees) are the holder of record of Inco Shares held by us for your account. A tender of such Inco Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used to tender Inco Shares held by us for your account.
We request instructions as to whether you wish to tender any of or all the Inco Shares held by us for your account pursuant to the terms and conditions set forth in the Offer.
Your attention is directed to the following:
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on each Take-Up Date as necessary to ensure that the total aggregate consideration payable under the Offer and in any Compulsory Acquisition or Subsequent Acquisition Transaction does not exceed these maximum aggregate amounts and will be based on the number of Inco Shares acquired on a Take-Up Date in proportion to the number of Inco Shares To Which The Bid Relates.
If you wish to have us tender any of or all the Inco Shares held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Inco Shares, all such Inco Shares will be tendered unless otherwise specified on the final page hereof.
Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the expiration date.
In all cases, payment for Inco Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (1) the certificates representing the Inco Shares, if applicable, or a timely Book-Entry Confirmation of the book-entry transfer of such Inco Shares into the Depositary's account at The Depositary Trust Company, pursuant to the procedures set forth in Section 5 of the Offer, "Manner of Acceptance — Acceptance by Book-Entry Transfer", (2) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in Section 5 of the Offer, "Manner of Acceptance — Acceptance by Book Entry Transfer") in connection with a book-entry transfer effected pursuant to the procedure set forth in Section 5 of the Offer, and (3) any other documents required by the Letter of Transmittal.
The Offeror is not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Offeror becomes aware of any valid state
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statute prohibiting the making of the Offer or the acceptance of the Inco Shares pursuant thereto, Offeror will make a good faith effort to comply with such state statute. If, after such good faith effort Offeror cannot comply with any such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Inco Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of the Offeror by Harris Nesbitt Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Dealer Managers for the Offer, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
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