Exhibit 99.5
THE TERMS AND CONDITIONS OF THE RIGHTS OPPERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED AUGUST 13, 2020 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT AP@DFKING.COM.
AMPCO-PITTSBURGH CORPORATION
BENEFICIAL OWNER ELECTION FORM
I (We), the beneficial owner(s) of shares of common stock, par value $1.00 per share (the “Common Stock”), of Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”), acknowledge receipt of your letter, the prospectus dated August 13, 2020 (the “Prospectus”), and the other enclosed materials relating to the offering of (i) Common Stock and (ii) Series A warrants to purchase Common Stock (“Warrants”), issuable upon the exercise of subscription rights to purchase units (“Units,” and such rights, the “Subscription Rights”) as described in the Prospectus.
In this form, I (we) instruct you whether to exercise Subscription Rights to purchase Units distributed with respect to the Common Stock held by you for my (our) account, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related “Form of Instructions as to use of Ampco-Pittsburgh Corporation Non-Transferable Subscription Rights Certificates.” Each Unit will consist of 0.4464 share(s) of Common Stock and a Warrant exercisable for 0.4464 shares of Common Stock at a subscription price per Unit of $1.5624 (or $3.50 per whole share of Common Stock and Warrants to purchase a whole share of Common Stock). The Common Stock and Warrants comprising the Units will separate upon the closing of the rights offering and will be issued separately, however, they may only be purchased as a Unit and the Unit will not trade as a separate security. Each Warrant will be exercisable for 0.4464 share(s) of Common Stock at an exercise price equivalent to $2.5668 (or $5.75 per whole share of Common Stock under the Warrants) through its expiration August 1, 2025.
I (We) hereby instruct you as follow:
(CHECK THE APPLICABLE BOXES AND PROVIDE ALL REQUIRED INFORMATION)
Box 1. | | | ☐ | | | Please DO NOT EXERCISE SUBSCRIPTION RIGHTS for Units. If you checked Box 1, please sign and date this form and mail it to your broker, custodian bank or your other nominee that holds your shares. |
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Box 2. | | | ☐ | | | Please EXERCISE SUBSCRIPTION RIGHTS for Units as set forth below. If you checked Box 2, please fill out the table shown below. Next, please check Box 3 and/or Box 4, as applicable, and fill out the information indicated under Box 3 and/or Box 4, as applicable. Please then sign and date this form and mail it to your broker, custodian bank or other nominee that holds your shares. |
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| | | | The number of Subscription Rights for which the undersigned gives instructions for exercise under the subscription privilege should not exceed the number of Subscription Rights that the undersigned is entitled to exercise. |