EXHIBIT 99.1
[INGERSOLL-RAND COMPANY LOGO]
INGERSOLL-RAND COMPANY
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 14, 2001
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Ingersoll-Rand Company ("IR-New Jersey") hereby
(a) acknowledges receipt of the Notice of Special Meeting of Shareholders of
IR-New Jersey contained on the cover page of the Proxy Statement/Prospectus for
the Special Meeting of Shareholders of IR-New Jersey to be held on December 14,
2001 and the Proxy Statement/Prospectus in connection therewith, each dated
November 2, 2001, (b) appoints Herbert L. Henkel, David W. Devonshire and
Patricia Nachtigal, or any one of them, as proxies, with full power of
substitution, to vote all shares of common stock of IR-New Jersey held of record
in the name of the undersigned at the Special Meeting of Shareholders to be held
at the principal executive offices of IR-New Jersey at 200 Chestnut Ridge Road,
Woodcliff Lake, New Jersey, at 2:00 p.m. on December 14, 2001, and any
adjournment or postponement thereof, with all powers the shareholder would
possess if present and (c) revokes any proxies previously given with respect to
such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO
SPECIFICATION IS MADE, IT WILL BE VOTED TO APPROVE THE PROPOSAL LISTED ON THE
REVERSE SIDE, AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS AS MAY
COME BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
This card also constitutes voting instructions with respect to shares held in
accounts under IR-New Jersey's Savings and Stock Investment Plan and similar
plans of IR-New Jersey and its subsidiaries.
To change your address, please mark this box. [ ]
PLEASE MARK, SIGN AND DATE ON THE REVERSE SIDE AND RETURN IN THE ACCOMPANYING
ENVELOPE.
Ingersoll-Rand Company
P.O. Box 11266
New York, N.Y. 10203-0266
[X] VOTES MUST BE INDICATED (X) IN BLACK
OR BLUE INK.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1
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ITEM 1. To adopt the Agreement and Plan of Merger, substantially in the form
attached as Annex I to the November 2, 2001 Proxy Statement/Prospectus, among
Ingersoll-Rand Company, IR Merger Corporation and Ingersoll-Rand Company
Limited, a Bermuda company, whereby Ingersoll-Rand Company will effectively
change its domicile from New Jersey to Bermuda by merging IR Merger Corporation
into Ingersoll-Rand Company, which will be the surviving company and become a
wholly-owned, indirect subsidiary of Ingersoll-Rand Company Limited, and
pursuant to which each share of Ingersoll-Rand Company common stock will
automatically become a Class A common share of Ingersoll-Rand Company Limited
and all current shareholders of Ingersoll-Rand Company will become Class A
common shareholders of Ingersoll-Rand Company Limited.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please date this proxy and sign exactly as
your name or names appear hereon. Joint
owners should each sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as such.
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Shareholder sign here
Date
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Co-owner sign here
o PLEASE DETACH HERE o
YOU MUST DETACH THIS PORTION
OF THE PROXY CARD BEFORE
RETURNING IT IN THE
ENCLOSED ENVELOPE
[INGERSOLL-RAND COMPANY LOGO]
TWO OTHER WAYS TO VOTE
VOTE BY TELEPHONE OR INTERNET
24 HOURS A DAY - 7 DAYS A WEEK
SAVE YOUR COMPANY MONEY - IT'S FAST AND CONVENIENT
TELEPHONE
1-866-246-8472
- Use any touch-tone telephone.
- Have your proxy card ready.
- Enter the Control Number located in the box below.
- Follow the simple recorded instructions.
OR
INTERNET
http://www.proxyvotenow.com/irc
- Go to the website address listed above.
- Have your proxy card ready.
- Enter the Control Number located in the box below.
- Follow the simple instructions on the website.
OR
MAIL
- Mark, sign and date your proxy card.
- Detach card from proxy card.
- Return the card in the postage-paid envelope provided.
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED THE PROXY CARD. IF YOU
HAVE SUBMITTED YOUR PROXY BY THE INTERNET OR TELEPHONE, THERE IS NO NEED FOR YOU
TO MAIL BACK YOUR PROXY.
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1-866-246-8472 CONTROL NUMBER
CALL TOLL-FREE TO VOTE FOR TELEPHONE OR INTERNET VOTING
o DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET o