Exhibit 99.2
FORM OF ELECTION AND LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES FOR SHARES OF
COMMON STOCK OF
EXTENSITY, INC.
This Form of Election and Letter of Transmittal is being delivered to holders of
common stock of Extensity, Inc. in connection with the proposed merger of
Extensity and Cage Acquisition Inc., a subsidiary of Geac Computer Corporation
Limited, pursuant to the Agreement and Plan of Merger, dated as of August 26,
2002, as amended and restated on December 20, 2002, and February 4, 2003, among
Extensity, Cage Acquisition Inc., Geac Computers, Inc. and Geac, as described in
the accompanying proxy statement/prospectus. The accompanying proxy
statement/prospectus provides detailed information about Geac, Extensity and the
merger. Please give this information your careful attention. For a more complete
description of the merger and the risk factors you should consider in making
your election, you should carefully consider the discussions in the sections
entitled "Risk Factors" and "The Merger." In the merger, each holder of shares
of Extensity common stock ("Extensity Shares") may elect to receive either 0.627
of a Geac common share or $1.75 in cash in exchange for each Extensity Share
held (each such amount to be subject to adjustment as described in the
accompanying proxy statement/prospectus), provided that such election is timely
and properly made. The deadline for making a timely election has been set as
5:00 p.m., Eastern Standard Time on the last business day before the closing of
the merger (the "Election Deadline"). The merger is expected to close as soon as
practicable after the special meeting of Extensity stockholders on March 3,
2003. Unless the special meeting is adjourned to enable Extensity management to
solicit additional proxies in favor of the merger (as described in the
accompanying proxy statement/prospectus), Geac and Extensity anticipate the
closing of the merger will take place on March 3, 2003, in which case the
Election Deadline will be 5:00 p.m., Eastern Standard Time on February 28, 2003.
If the special meeting is adjourned, Geac and Extensity will promptly make a
public announcement of the time, date, and place at which the adjourned special
meeting will be held, and of the new anticipated closing date and Election
Deadline. If you surrender your shares of Extensity common stock ("Extensity
Shares") in connection with making an election, you will not be able to sell
those Extensity Shares unless you revoke your election in the manner described
below prior to the Election Deadline.
- --------------------------------------------------------------------------------
To be effective, this Form of Election and Letter of Transmittal, properly
completed and signed in accordance with the accompanying instructions, together
with certificates representing Extensity Shares ("Extensity Stock Certificates")
covered hereby (unless you complete Block H in accordance with the enclosed
instructions), must be received by Computershare Trust Company of Canada, as
Exchange Agent, at the appropriate address set forth below, no later than the
Election Deadline, i.e., 5:00 p.m. Eastern Standard Time on the business day
prior to the closing of the merger. Please use the enclosed brown envelope,
addressed to the Exchange Agent, to return this
Form of Election and Letter of Transmittal.
- --------------------------------------------------------------------------------
PLEASE READ AND FOLLOW CAREFULLY THE INSTRUCTIONS ACCOMPANYING THIS FORM OF
ELECTION AND LETTER OF TRANSMITTAL, WHICH SET FORTH THE REQUIREMENTS THAT NEED
TO BE COMPLIED WITH IN ORDER TO MAKE AN EFFECTIVE ELECTION.
ALL EXTENSITY STOCKHOLDERS SHOULD COMPLETE BLOCK A (SEE INSTRUCTIONS 1 AND 2)
BLOCK A
ACCOUNT INFORMATION AND DESCRIPTION OF EXTENSITY STOCK CERTIFICATES SURRENDERED
Please fill in. (Attach schedule if necessary)
NAME(S) AND ADDRESS OF REGISTERED HOLDER(S)
If there is any error in the name or address shown below, please make the Total Number of Shares
necessary corrections Certificate No (s) represented by Certificate
- ------------------------------------------------------------------------- ------------------ --------------------------
------------------ --------------------------
------------------ --------------------------
------------------ --------------------------
------------------ --------------------------
------------------ --------------------------
Total:
------------------ --------------------------
ALL EXTENSITY STOCKHOLDERS SHOULD COMPLETE BLOCK B (SEE INSTRUCTION 3)
- --------------------------------------------------------------------------------
BLOCK B
CASH AND/OR SHARE ELECTION
You must mark one of the following boxes to make an election. Please mark only
one of these boxes. If you fail to make any election, you will receive cash for
all of your Extensity Shares.
[ ] Mark this box to [ ] Mark this [ ] Mark this box to receive a combination of Geac common shares and
receive Geac common box to receive cash. Insert the number of Extensity Shares for which you are
shares for all of cash for all of electing to receive Geac common shares, and insert the number of
your Extensity your Extensity Extensity Shares remaining for which you are electing to receive
Shares. Shares cash.
___________ Extensity Shares to be exchanged for Geac common shares
___________ Extensity Shares to be exchanged for cash
IF YOU WOULD LIKE YOUR STOCK OR CASH CONSIDERATION TO BE ISSUED IN ANOTHER NAME,
YOU SHOULD COMPLETE BLOCK C (SEE INSTRUCTION 4)
BLOCK C
SPECIAL TRANSFER OR PAYMENT INSTRUCTIONS
The check and/or Geac common share certificates will be issued in the name(s)
printed in Block A unless you indicate a different name and complete the
required information below. In this case, a Signature Guarantee must be provided
in Block F (See Instruction 7).
IMPORTANT: The Substitute Form W-9 in Block I must be completed by the new
account holder.
New Account Information:
- --------------------------------------------------------------------------------
(First, Middle and Last Name)
- --------------------------------------------------------------------------------
(Street Address and Number)
- --------------------------------------------------------------------------------
(City, State/Province, Postal (Zip) Code and Country)
- --------------------------------------------------------------------------------
(Area Code and Daytime Phone)
- --------------------------------------------------------------------------------
(Social Security / Taxpayer ID Number)
IF YOU WOULD LIKE YOUR STOCK OR CASH CONSIDERATION TO BE DELIVERED TO ANOTHER
ADDRESS, YOU SHOULD COMPLETE BLOCK D. (SEE INSTRUCTION 5)
BLOCK D
SPECIAL DELIVERY INSTRUCTIONS
The check and/or Geac common share certificates will be mailed to the address
shown in Block A unless you check the box and complete the required information
below. In this case, a Signature Guarantee must be provided in Block F (See
Instruction 7).
[ ] Deliver Check and/or Shares to following address:
- --------------------------------------------------------------------------------
(Name)
- --------------------------------------------------------------------------------
(Street Address and Number)
- --------------------------------------------------------------------------------
(City, State/Province, Postal (Zip) Code and Country)
IF YOU WOULD LIKE YOUR STOCK OR CASH CONSIDERATION TO BE HELD FOR PICK-UP, YOU
SHOULD COMPLETE BLOCK E
BLOCK E
[ ] Hold Check and/or Shares for Pick-Up
ALL EXTENSITY STOCKHOLDERS SHOULD COMPLETE BLOCK F (SEE INSTRUCTIONS 6-8)
BLOCK F
REQUIRED SIGNATURES AND INFORMATION
- ----------------------------------------------------- ---------- -----------------------------------------------------
Signature of Stockholder or Authorized Representative Date (Street Address and Number)
- ----------------------------------------------------- ---------- -----------------------------------------------------
Signature of Stockholder (if Joint Account) Date (City, State/Province, Postal (Zip) Code and Country)
( ) ( )
- ----------------------------------------------------- ---- ----------------- --- -------------------------
Name of Stockholder (please print or type) (Daytime Phone) (Evening Phone)
- -----------------------------------------------------
Name of Representative (if applicable)
Signature guaranteed by: (if required under Instruction 7)
- ----------------------------------------------------- -----------
Authorized Signature Representative Date
- -----------------------------------------------------
Name of Guarantor (please print or type)
- -----------------------------------------------------
Address of Guarantor (please print or type)
IF YOUR STOCK CERTIFICATES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY, YOU SHOULD COMPLETE BLOCK G (SEE INSTRUCTION 9)
BLOCK G
NOTICE OF GUARANTEED DELIVERY
[ ] Mark this box if Extensity Shares are being
delivered pursuant to a Notice of Guaranteed Date of Execution of Notice of
Delivery and complete the following: Guaranteed Delivery:
----------------------------------
Name of Registered Name of Institution that
Holder: Guaranteed Delivery:
------------------------------------- ----------------------------------
IF YOU HAVE LOST OR DESTROYED YOUR EXTENSITY STOCK CERTIFICATE(S), YOU SHOULD
COMPLETE BLOCK H (SEE INSTRUCTION 10)
BLOCK H
LOST EXTENSITY STOCK CERTIFICATES
[ ] Mark this box if your Extensity Stock Certificates are lost or
destroyed. By signing Block F of this Form of Election and Letter of
Transmittal, you certify that:
(i) you are the lawful owner of the Extensity Shares described in the
accompanying Affidavit of Lost or Destroyed Certificates,
(ii) you have made a diligent search for the Extensity Stock
Certificate(s), and have been unable to find it (them), and
(iii) you have completed the accompanying Affidavit of Lost or Destroyed
Certificates and have included it in the enclosed brown envelope
with this Form of Election and Letter of Transmittal.
UNLESS YOU HAVE COMPLETED BLOCK H, YOU SHOULD ACCOMPANY YOUR EXTENSITY STOCK
CERTIFICATES WHEN RETURNING THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL. DO
NOT SIGN EXTENSITY STOCK CERTIFICATES. (SEE INSTRUCTIONS 1-2)
ALL EXTENSITY STOCKHOLDERS SHOULD COMPLETE BLOCK I (SEE INSTRUCTIONS 11)
- -------------------------------------------------------------------------------------------------------------------------------
BLOCK I PART 1- Taxpayer Identification Number - Social Security Number(s) (if awaiting
SUBSTITUTE W-9 For All Accounts, enter your "TIN" in the TIN, write "Applied For")
space provided to the right. (For most
individuals, this is your social security
Department of the Treasury number. If you do not have a TIN, see Or
Internal Revenue Service "Obtaining a Number" in the enclosed ------------------------------------------
Request for Taxpayer Guidelines). Employer Identification Number(s) (If
Identification Number (TIN) and awaiting TIN, write "Applied For")
Certification CERTIFY BY SIGNING AND DATING BELOW
- --------------------------------------------------------------------------------
PART 2- For Payees Exempt from Backup Withholding, see the enclosed Guidelines
and complete as instructed therein.
- --------------------------------------------------------------------------------
PART 3-- Certification-- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct TIN (or I am waiting for a TIN
to be issued to me); and
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding,
(b) I have not been notified by the Internal Revenue Service ("IRS")
that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or
(c) the IRS has notified me that I am no longer subject to backup
withholding; and
(3) I am a U.S. person (including U.S. resident alien).
CERTIFICATION INSTRUCTIONS. You must cross out Item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.
Signature of U.S. Person Date
-------------------------------- ----------------
NOTE: Failure to furnish your correct TIN may result in a $50 penalty imposed by
the Internal Revenue Service and in backup withholding of certain payments made
to you pursuant to the merger. Please review the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional details.
You must complete the following certification if you wrote "Applied For" in Part
1 of Substitute Form W-9
- --------------------------------------------------------------------------------
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate IRS
Center or Social Security Administration office or (b) I intend to mail or
deliver an application in the near future. I understand that if I do not provide
a TIN by the time of payment, reportable payments made thereafter to me may be
subject to backup withholding until I provide a number.
Signature Date
----------------------------------------- --------------------
INSTRUCTIONS FOR COMPLETING
THE FORM OF ELECTION AND LETTER OF TRANSMITTAL
These instructions are for the accompanying Form of Election and Letter
of Transmittal being delivered to holders of shares of common stock of
Extensity, Inc. ("Extensity Shares"). All elections are subject to the terms of
the merger agreement, a copy of which has been furnished to stockholders as part
of the accompanying proxy statement/prospectus.
It is very important that you complete, sign and return the Form of
Election and Letter of Transmittal to Computershare Trust Company of Canada, the
Exchange Agent, so that the Exchange Agent receives the documents before 5:00
P.M., Eastern Standard Time, on the business day prior to the closing of the
merger (the "Election Deadline"). The merger is expected to close as soon as
practicable after the special meeting of Extensity stockholders on March 3,
2003. Unless the special meeting is adjourned to enable Extensity management to
solicit additional proxies in favor of the merger (as described in the
accompanying proxy statement/prospectus), Geac and Extensity anticipate the
closing of the merger will take place on March 3, 2003, in which case the
Election Deadline will be 5:00 p.m., Eastern Standard Time on February 28, 2003.
If the special meeting is adjourned, Geac and Extensity will promptly make a
public announcement of the time, date, and place at which the adjourned special
meeting will be held, and of the new anticipated closing date and Election
Deadline.
Please use the enclosed brown envelope, addressed to the Exchange
Agent, to return the Form of Election and Letter of Transmittal. Unless you have
lost your Extensity Stock Certificates (see Instruction 10), or submit your
Extensity Shares by book-entry transfer (see Instruction 2) or by Guaranteed
Delivery (see Instruction 9), be sure to enclose all your Extensity Stock
Certificates with your completed Form of Election and Letter of Transmittal in
the brown envelope. All Extensity Stock Certificates must be submitted with the
Form of Election and Letter of Transmittal no matter what election you make,
unless an exception applies as discussed below. After you surrender your
Extensity Shares as required in order to make an election, you will not be able
to sell those Extensity Shares, unless you revoke your election in the manner
described below prior to the Election Deadline.
The accompanying proxy statement/prospectus provides detailed
information about Geac, Extensity and the merger. Please give this information
your careful attention. For a more complete description of the merger and the
risk factors you should consider in making your election, you should carefully
consider the discussions in the sections entitled "Risk Factors" and "The
Merger."
The Exchange Agent and Geac are authorized in their sole discretion to
determine whether an election has been validly and timely made and to disregard
what they consider to be immaterial defects. Elections will not be effective
until all defects or irregularities that have not been waived by Geac or the
Exchange Agent have been corrected.
THE METHOD USED TO DELIVER THE FORM OF ELECTION AND LETTER OF
TRANSMITTAL AND ANY ACCOMPANYING EXTENSITY STOCK CERTIFICATES IS AT THE OPTION
AND RISK OF THE HOLDER, AND DELIVERY WILL BE DEEMED EFFECTIVE ONLY WHEN SUCH
DOCUMENTS ARE ACTUALLY RECEIVED BY THE EXCHANGE AGENT. EXTENSITY RECOMMENDS THAT
THE NECESSARY DOCUMENTATION BE HAND DELIVERED TO EITHER THE EXCHANGE AGENT OR
THE U.S. FORWARDING AGENT, AS APPLICABLE, AT ANY OF THEIR OFFICES SPECIFIED
BELOW, AND A RECEIPT OBTAINED, OR DELIVERED BY REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED. SHAREHOLDERS WHOSE EXTENSITY SHARES ARE
REGISTERED IN THE NAME OF A BROKER, INVESTMENT DEALER, BANK, TRUST COMPANY OR
OTHER NOMINEE SHOULD CONTACT THAT NOMINEE FOR ASSISTANCE IN DELIVERING THOSE
EXTENSITY SHARES.
1. ACCOUNT INFORMATION AND DESCRIPTION OF EXTENSITY STOCK CERTIFICATES
SURRENDERED (Block A)
The Form of Election and Letter of Transmittal shows in Block A the
registration of your account as reflected on the records of Extensity at the
time of mailing these instructions. Mark through any incorrect address
information that is printed in Block A on the Form of Election and Letter of
Transmittal. Clearly print or type your correct address in the space beside the
printed information.
2. SHARES HELD BY A BROKER, BANK OR OTHER NOMINEE; BOOK-ENTRY TRANSFER
(Block A)
If some or all of your shares are held in "street name" by a broker,
bank or other nominee, please contact your broker, bank or other nominee for
instructions on what to do with those shares, and follow those instructions.
3. CASH AND/OR SHARE ELECTIONS (Block B)
The merger agreement allows you to choose the form of consideration you
receive in exchange for your Extensity Shares. You may choose to receive all
cash, all Geac common shares or a combination of cash and Geac common shares.
Stockholders receiving any Geac common shares as consideration in the merger
will receive cash in lieu of any fractional Geac common shares they would
otherwise be entitled to receive. For more information, please refer to the
accompanying proxy statement/prospectus.
IF YOU FAIL TO SUBMIT A PROPERLY COMPLETED FORM OF ELECTION AND LETTER OF
TRANSMITTAL PRIOR TO THE ELECTION DEADLINE, YOU WILL BE TREATED AS THOUGH YOU
HAD MADE A CASH ELECTION FOR ALL OF YOUR EXTENSITY SHARES. UNLESS YOU HAVE LOST
YOUR EXTENSITY STOCK CERTIFICATES, OR SUBMIT YOUR SHARES BY BOOK-ENTRY TRANSFER
OR BY GUARANTEED DELIVERY, YOUR FORM OF ELECTION AND LETTER OF TRANSMITTAL MUST
BE ACCOMPANIED BY YOUR EXTENSITY STOCK CERTIFICATES.
4. SPECIAL TRANSFER OR PAYMENT INSTRUCTIONS (Block C)
The Form of Election and Letter of Transmittal shows in Block A the
registration of your account as reflected on the records of Extensity at the
time of mailing these instructions. If you want your Geac common shares
registered in, and/or your check made payable to, a name or names different from
the name(s) printed on Block A, please complete Block C and provide a Signature
Guarantee in Block F (See Instruction 7).
5. SPECIAL DELIVERY INSTRUCTIONS (Block D)
The Form of Election and Letter of Transmittal shows in Block A the
registration of your account as reflected on the records of Extensity at the
time of mailing these instructions. If you want your Geac common shares and/or
check delivered to an address different from the address printed on Block A,
please complete Block D and provide a Signature Guarantee in Block F (See
Instruction 7).
6. REQUIRED SIGNATURES AND INFORMATION (Block F)
All stockholders listed on the account must sign the Form of Election
and Letter of Transmittal. Please be sure to include your address and daytime
and evening telephone numbers in case we need to contact you (though neither
Geac, Extensity nor the Exchange Agent is under any obligation to do so). This
Form of Election and Letter of Transmittal must be filled in and signed by the
holders of the Extensity Shares making the election described above or by such
holders' duly authorized representative(s) (in accordance with Instructions 7
and 8).
(a) If this Form of Election and Letter of Transmittal is signed by the
registered owner(s) of the accompanying certificate(s), such
signature(s) on this Form of Election and 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 deposited certificate(s)
are owned of record by two or more joint owners, all such owners must
sign the Form of Election and Letter of Transmittal.
(b) If this Form of Election and Letter of Transmittal is signed by a
person other than the registered owner(s) of the accompanying
certificate(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 Instruction
7 below. Please refer to Instruction 3, "SPECIAL TRANSFER OR
PAYMENT INSTRUCTIONS" for further details.
7. GUARANTEE OF SIGNATURES (Block F)
If this Form of Election and Letter of Transmittal is signed by a
person other than the registered owner(s) of the Extensity Shares, or if merger
consideration (cash and/or Geac shares) is to be issued to a person other than
the registered owner(s) or sent to an address other than the address of the
registered owner(s) as shown on the records of Extensity, the signature on the
Form of Election and Letter of Transmittal must be guaranteed by an Eligible
Institution, or in some other manner satisfactory to the Exchange Agent (except
that no guarantee is required if the signature in Block B is itself that of an
Eligible Institution).
An "Eligible Institution" means a member of the Securities Transfer
Agent Medallion Program (STAMP), a member of the New York Stock Exchange Inc.
Medallion Signature Program (MSP), a Canadian schedule 1 chartered bank, a major
trust company in Canada, or a member of the Stock Exchanges Medallion Program
(SEMP). Members of these programs are usually members of a recognized stock
exchange in the United States or Canada, members of the National Association of
Securities Dealers in the United States, members of the Investment Dealers
Association of Canada, or banks and trust companies in the United States or
Canada.
8. FIDUCIARIES, REPRESENTATIVES AND AUTHORIZATIONS (Block F)
Where this Form of Election and 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 or fiduciary capacity, this Election Form and Letter of
Transmittal must be accompanied by satisfactory evidence of their proof of
appointment and authority to act. Any of Geac, Extensity or the Exchange Agent,
at its discretion, may require additional evidence of appointment or authority
or additional documentation.
9. NOTICE OF GUARANTEED DELIVERY (Block G)
If an Extensity Shareholder wishes to deposit Extensity Shares in
connection with the merger and (i) the certificates representing such Extensity
Shares are not immediately available or (ii) the Extensity Shareholder cannot
deliver the certificates representing such Extensity Shares and all other
required documents to the Exchange Agent or the U.S. Forwarding Agent on a
timely basis at or prior to the Election Deadline, such Extensity Shares may
nevertheless be deposited by means of a notice of guarantee delivery provided
that all of the following conditions are met.
(a) such a deposit is made by or through an Eligible Institution (as
defined in Instruction 7):
(b) a properly completed and duly executed Notice of Guaranteed
Delivery in the form accompanying this Form of Election and Letter of
Transmittal, or an originally signed facsimile copy thereof, is
received by the Exchange Agent at its office in Toronto specified in
the Notice of Guaranteed Delivery on or before the third trading day on
the Nasdaq exchange following the Election Deadline; and
(c) the certificates representing the deposited Extensity Shares in
proper form for transfer together with a properly completed and duly
executed copy of the Form of Election and Letter of Transmittal, or an
originally signed facsimile copy thereof, must be received at the
Toronto office of the Exchange Agent at or before 5:00 p.m. (Toronto
time) on the third trading day on the Nasdaq exchange following the
Election Deadline.
The Notice of Guaranteed Delivery may be delivered by hand or courier,
transmitted by facsimile transmission or delivered by mail to the Exchange Agent
at its office in Toronto specified in the Notice of Guaranteed Delivery not
later than the Election Deadline and must include a guarantee to deliver by an
Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.
Delivery to any office or transmission other than to the specified office or
facsimile number does not constitute delivery for this purpose.
10. LOST EXTENSITY STOCK CERTIFICATES (Block H)
If an Extensity Stock Certificate has been lost or destroyed, this Form
of Election and Letter of Transmittal, including Block H, should be completed
and forwarded to the Exchange Agent. In addition, an Affidavit of Lost or
Destroyed Certificates, the form of which accompanies this Form of Election and
Letter of Transmittal, should also be forwarded to the Exchange Agent. If an
Extensity Stock Certificate has been lost or destroyed, please ensure that you
provide your telephone number to the Exchange Agent in case they need to contact
you (though neither Geac, Extensity nor the Exchange Agent is under any
obligation to do so).
11. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING (Block I)
United States federal income tax law generally requires that a holder
of Extensity Shares who receives cash in exchange for Extensity Shares,
including cash instead of fractional Geac common shares, must provide the
Exchange Agent with his correct Taxpayer Identification Number ("TIN"), which,
in the case of a holder of Extensity Shares who is an individual, is generally
the individual's social security number. If the Exchange Agent is not provided
with the correct TIN or an adequate basis for an exemption, such holder may be
subject to a $50 penalty imposed by the Internal Revenue Service and backup
withholding at a rate of 30% may be imposed upon the gross proceeds of any
payment received hereunder. If withholding results in an overpayment of taxes, a
refund may be obtained. Please consult your tax advisor regarding obtaining
refunds.
To avoid backup withholding, each holder must provide his correct TIN
by completing the "Substitute Form W-9" set forth on the reverse side of the
Form of Election and Letter of Transmittal, which requires such holder to
certify under penalties of perjury, (1) that the TIN provided is correct (or
that such holder is awaiting a TIN), (2) that (i) the holder is not subject to
or exempt from backup withholding, (ii) 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 (iii) the Internal Revenue
Service has notified the holder that he is no longer subject to backup
withholding, and (3) that the holder is a U.S. person (including a resident
alien). Each holder should complete Substitute Form W-9 regardless of whether
the holder has previously furnished a TIN or the certification on Substitute
Form W-9 with respect to dividend payments.
Exempt holders (including, among others, all corporations) are not
subject to these backup withholding and reporting requirements. To prevent
possible erroneous backup withholding, an exempt holder must enter its correct
TIN in Part 1 of Substitute Form W-9, write "Exempt" in Part 2 of such form, and
sign and date the form. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions. In order for a nonresident alien or foreign entity to
prevent backup withholding, such person must timely submit a completed Form
W-8BEN ("Certificate of Foreign Status") signed under penalties of perjury
attesting to such exempt status. Such form may be obtained from the Exchange
Agent.
If Extensity Shares are held in more than one name or are not in the
name of the actual owner, consult the W-9 Guidelines for information on which
TIN to report. If you do not have a TIN, consult the W-9 Guidelines for
instructions on applying for a TIN, write "Applied For" in the space for the TIN
in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form W-9
and the Certificate of Awaiting Taxpayer Identification Number set forth herein.
If you do not provide your TIN to the Exchange Agent within 60 days, backup
withholding will begin and continue until you furnish your TIN to the Exchange
Agent. Note: Writing "Applied For" on the form means that you have already
applied for a TIN or that you intend to apply for one in the near future.
12. MISCELLANEOUS
(a) If the space on this Form of Election and Letter of
Transmittal is insufficient to list all required information,
you may include such information on one or more separate
signed sheets and attach them to this Form of Election and
Letter of Transmittal.
(b) If deposited Extensity Shares are registered in different
forms (e.g. `John Doe' and `J. Doe'), a separate Form of
Election and Letter of Transmittal should be signed for each
different registration. You may photocopy the enclosed Form of
Election and Letter of Transmittal, or contact the Exchange
Agent at the address below for additional copies.
(c) No alternative, conditional or contingent surrender of
Extensity Shares will be accepted.
(d) Any revocation or change of an election must be made in
writing and received by the Exchange Agent prior to the
Election Deadline. In the event of a change of an election,
this notice must be accompanied by a properly completed and
signed election form indicating the changed election.
(e) This Form of Election and Letter of Transmittal and any
agreement resulting from this Form of Election and Letter of
Transmittal will be construed in accordance with and governed
by the laws of the State of Delaware.
Additional copies of the proxy statement/prospectus, the Form of
Election and Letter of Transmittal and the Notice of Guaranteed Delivery may be
obtained from the Exchange Agent at any of its offices at the addresses listed
below.
DELIVERY ADDRESSES OF EXCHANGE AGENT:
By Mail: By Hand or Courier: To U.S. Forwarding Agent by Hand or
(First Class) (FedEx, Airborne, UPS, DHL, USPS Courier:
Express Mail) (FedEx, Airborne, UPS, DHL, USPS
Express Mail)
Computershare Trust Company of Canada Computershare Trust Company of Canada Computershare Trust Company of New York
P.O. Box 7021 100 University Avenue 9th Floor Wall Street Plaza
31 Adelaide Street East Toronto Ontario Canada 88 Pine Street 19th Floor
Toronto Ontario Canada M5J 2Y1 New York, New York 10005
M5C 3H2 Attention: Corporate Actions
Attention: Corporate Actions
Delivery of the Form of Election and Letter of Transmittal to an address other
than those set forth above will not constitute a valid delivery to the Exchange
Agent. If you send certificate(s) representing Extensity Shares with the Form of
Election and Letter of Transmittal by mail, it is recommended that you use
registered mail insured for 2% of their market value ($20.00 minimum), return
receipt requested.
For more information, please call toll free: 1-800-564-6253 or E-mail:
caregistryinfo@computershare.com
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER OF THE PAYEE
(YOU) TO GIVE THE PAYER. -- Social security numbers have nine digits separated
by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine
digits separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
1. Individual The Individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account(1)
3. Custodian account of a The minor (2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust The actual owner(1)
account that is not a
legal or valid trust under
state law
5. Sole proprietorship The owner (3)
GIVE THE EMPLOYER
IDENTIFICATION NUMBER
FOR THIS TYPE OF ACCOUNT: OF --
6. Sole proprietorship The owner(3)
7. A valid trust, estate, or The legal entity(4)
pension trust
8. Corporate The corporation
9. Associates, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
10. Partnership The partnership
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a state or local
government, school
district, or prison) that
receives agricultural
program payments
- --------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your social security
number of your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
OBTAINING A NUMBER
If you don't have a taxpayer identification number or your don't know your
number, obtain Form SS-5, Application for a Social Security Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from withholding include:
- An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section
403(b)(7), if the account satisfies the requirements of Section
401(f)(2).
- The United States or a state thereof, the District of Columbia, a
possession of the United States, or a political subdivision or
instrumentality of any one or more of the foregoing.
- An international organization or any agency or instrumentality
thereof.
- A foreign government and any political subdivision, agency or
instrumentality thereof.
Payees that may be exempt from backup withholding include:
- A corporation.
- A financial institution.
- A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the
United States.
- A real estate investment trust.
- A common trust fund operated by a bank under Section 584(a).
- An entity registered at all times during the tax year under the
Investment Company Act of 1940.
- A middleman known in the investment community as a nominee or
custodian.
- A futures commission merchant registered with the Commodity Futures
Trading Commission.
- A foreign central bank of issue.
- A trust exempt from tax under Section 664 or described in Section
4947.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
- Payments to nonresident aliens subject to withholding under Section
1441.
- Payments to partnerships not engaged in a trade or business in the
United States and that have at least one nonresident alien partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
- Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest if $600 or
more and you have not provided your correct taxpayer identification
number to the payer.
2
- Payment of tax-exempt interest (including exempt-interest dividends
under Section 852).
- Payments described in Section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under Section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.
Exempt payees described above must file Form W-9 or a substitute Form W-9 to
avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE. -- Section 6109 requires you to provide your correct
taxpayer identification number to payers, who must report the payments to the
IRS. The IRS uses the number for identification purposes and may also provide
this information to various government agencies for tax enforcement or
litigation purposes. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold up to 30.5% of
taxable interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to payer. Certain penalties may also
apply.
PENALTIES
(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you fail to
furnish your taxpayer identification number to a payer, you are subject to
a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
3