Common use of Shareholders of Record Clause in Contracts

Shareholders of Record. If your ACE common shares are registered directly in your name, as registered shares entitled to voting rights, in ACE’s share register operated by ACE’s transfer agent, Computershare Shareowner Services LLC, then you are considered, with respect to those shares, the shareholder of record. These proxy materials are sent to you directly by ACE. As the shareholder of record, you have the right to grant your voting proxy directly to the independent proxy (see “—How to Vote by Proxy Given to the Independent Proxy if You Are a Record Holder” below) or to grant a written, signed proxy to any person, who does not need to be a shareholder or to vote in person at the ACE extraordinary general meeting. If you are a shareholder of record, you may vote electronically through the Internet by following the instructions provided in the ACE proxy materials. If your ACE common shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of ACE common shares held in “street name.” Your broker, bank or other nominee forwards the proxy materials to you, since they are considered, with respect to those ACE common shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your ACE common shares and are also invited to attend the ACE extraordinary general meeting. However, since you are not the shareholder of record, you may only vote these ACE common shares in person at the ACE extraordinary general meeting if you follow the instructions described below under the heading “—How to Vote in Person at the ACE Extraordinary General Meeting.” Your broker, bank or other nominee has enclosed directions for you to use in directing your broker, bank or other nominee as to how to vote your shares, which may contain instructions for voting by telephone or electronically through the Internet. For each of the ACE agenda items, your broker may not be permitted to vote your ACE common shares without voting directions from you. You have a choice of voting over the Internet or voting by completing an ACE proxy card and mailing it in the return envelope provided. ▇▇▇ encourages you to vote over the Internet because ACE can tabulate your vote faster than by mail. There are separate Internet arrangements depending on whether you are a shareholder of record or beneficial owner (holding your shares in “street name”). • If you are an ACE shareholder of record, you may vote electronically through the Internet by following the instructions provided on the proxy card included with the proxy materials mailed to you. Telephone voting for record holders is not permitted. • If you are a beneficial owner and hold your ACE common shares in “street name,” you may need to contact your bank or broker to determine whether you will be able to vote by telephone or electronically through the Internet. The Internet voting procedures are designed to authenticate shareholders’ identities, to allow ACE shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. Whether or not you plan to attend the ACE extraordinary general meeting, ACE urges you to vote. Voting over the Internet, by telephone (in the case of beneficial owners) or by returning your ACE proxy card by mail will not affect your right to attend the ACE extraordinary general meeting. If you are a record holder, then you may appoint the independent proxy to vote your ACE common shares by voting over the Internet or by requesting an ACE proxy card, completing it and mailing it in the return envelope provided. At ACE’s last annual general meeting, on May 21, 2015, ▇▇▇▇▇▇▇▇▇ ▇▇ was elected by ACE’s shareholders as ACE’s independent proxy until the conclusion of ACE’s 2016 annual general meeting. ▇▇▇▇▇▇▇▇▇ ▇▇ is a law firm located in Switzerland. If you vote over the Internet or properly fill in your ACE proxy card appointing the independent proxy as your proxy and send it in time to vote, the independent proxy will vote your ACE common shares as you have directed. If you do not make specific choices on the Internet voting website or your signed proxy card, then the independent proxy will vote your ACE common shares as recommended by the ACE board with regard to the items listed in the notice of meeting. If new agenda items (other than those in the notice of meeting) or new proposals or motions with respect to the ACE agenda items set forth in the notice of meeting are put before the ACE extraordinary general meeting, then the independent proxy will, acting as your proxy and in the absence of instructions otherwise, vote in accordance with the recommendation of the ACE board. At the time ▇▇▇ began printing this joint proxy statement/prospectus, ▇▇▇ knew of no matters that needed to be acted on at the ACE extraordinary general meeting other than those discussed in this joint proxy statement/prospectus. The independent proxy will not make statements, submit proposals or ask questions of the ACE board on behalf of ACE shareholders. Whether or not you plan to attend the ACE extraordinary general meeting, ACE urges you to vote. Voting over the Internet or by returning your ACE proxy card will not affect your right to attend the ACE extraordinary general meeting. In order to assure that your votes, as a record holder, are tabulated in time to be voted at the ACE extraordinary general meeting, you must complete your voting over the Internet or submit your ACE proxy card so that it is received by 6:00 p.m. Central European Time (12:00 noon Eastern Daylight Time) on October 21, 2015. If you are a beneficial owner of ACE common shares, the broker will ask you how you want your shares to be voted. If you give the broker instructions, the broker will vote your ACE common shares as you direct. If your broker does not receive instructions from you about how your ACE common shares are to be voted, one of two things can happen, depending on the type of proposal. Pursuant to the rules of the NYSE, brokers have discretionary power to vote your ACE common shares with respect to “routine” matters, but they do not have discretionary power to vote your ACE common shares on “non-routine” matters. For example, brokers holding shares beneficially owned by their clients do not have the ability to cast votes with respect to the election of directors unless they have received instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your broker so that your ACE common shares are voted with respect to the proposals related to the merger, which will be treated as non-routine. In order to assure that your votes, as a beneficial holder, are tabulated in time to be voted at the ACE extraordinary general meeting, you must submit your voting instructions by 11:59 p.m. Eastern Daylight Time on October 20, 2015 to ensure that your broker will be able to vote on time.

Shareholders of Record. If your ACE common shares are registered directly in your name, as registered shares entitled to voting rights, in ACE’s share register operated by ACE’s transfer agent, Computershare Shareowner Services LLC, then you are considered, with respect to those shares, the shareholder of record. These proxy materials are sent to you directly by ACE. As the shareholder of record, you have the right to grant your voting proxy directly to the independent proxy (see “—How to Vote by Proxy Given to the Independent Proxy if You Are a Record Holder” below) or to grant a written, signed proxy to any person, who does not need to be a shareholder or to vote in person at the ACE extraordinary general meeting. If you are a shareholder an Amcor Shareholder of record, you may vote electronically through at the Internet Amcor Extraordinary General Meeting by proxy over the internet or by mail, or by attending the Amcor Extraordinary General Meeting and voting in person during the Amcor Extraordinary General Meeting, as described below. • Vote on the Internet: You may submit your proxy via the internet voting site at www.proxyvote.com or by following the instructions provided in the ACE with your proxy materialsmaterials and on your proxy card or voting instruction form. If your ACE common voting by the internet, votes must be received by no later than 11:59 p.m. ET on February 24, 2025 for shares are traded on the NYSE and no later than 11:59 p.m. ET on February 20, 2025 for shares held in a stock brokerage account share plan. • Vote by Mail: You may choose to vote by mail by marking your proxy card or voting instruction form, dating and signing it, and returning it in the postage-paid envelope provided. Please allow sufficient time for mailing if you decide to vote by mail. If voting by mail, your completed proxy card must be received no later than February 24, 2025. • Vote at the Amcor Extraordinary General Meeting: You may attend and vote at the Amcor Extraordinary General Meeting. Voting via the internet or by a bank or other nominee, you are considered the beneficial owner of ACE common shares held in “street name.” Your broker, bank or other nominee forwards the proxy materials to you, since they are considered, with respect to those ACE common shares, the shareholder of record. As the beneficial owner, you have the mail will not limit your right to direct your brokervote at the Amcor Extraordinary General Meeting if you decide to attend and vote in person. All Amcor Shareholders of record on January 17, bank or other nominee on how to vote your ACE common shares and 2025 are also invited to attend the ACE extraordinary general meeting. However, since you are not the shareholder of record, you may only vote these ACE common shares in person and participate at the ACE extraordinary general meeting if you follow the instructions described below under the heading “—How to Vote in Person at the ACE Amcor Extraordinary General Meeting.” Your broker. Unless revoked, bank or other nominee has enclosed directions for you to use in directing your broker, bank or other nominee as to how all duly executed proxies and all proxies duly granted electronically over the internet representing Amcor Ordinary Shares entitled to vote your sharesat the Amcor Extraordinary General Meeting will be voted at the Amcor Extraordinary General Meeting and, which may contain instructions for voting by telephone or electronically through the Internet. For each of the ACE agenda items, your broker may not be permitted to where a vote your ACE common shares without voting directions from you. You have a choice of voting over the Internet or voting by completing an ACE proxy card and mailing it in the return envelope provided. ▇▇▇ encourages you to vote over the Internet because ACE can tabulate your vote faster than by mail. There are separate Internet arrangements depending on whether you are a shareholder of record or beneficial owner (holding your shares in “street name”). • If you are an ACE shareholder of record, you may vote electronically through the Internet by following the instructions provided has been specified on the proxy card included with the proxy materials mailed to you. Telephone voting for record holders is not permitted. • If you are a beneficial owner and hold your ACE common shares in “street name,” you may need to contact your bank or broker to determine whether you electronically, will be able to vote by telephone or electronically through the Internet. The Internet voting procedures are designed to authenticate shareholders’ identities, to allow ACE shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. Whether or not you plan to attend the ACE extraordinary general meeting, ACE urges you to vote. Voting over the Internet, by telephone (voted in the case of beneficial owners) or by returning your ACE proxy card by mail will not affect your right to attend the ACE extraordinary general meetingaccordance with such specification. If you are a record holdersubmit an executed proxy without providing instructions for any proposal, then you may appoint the independent proxy to vote your ACE common shares by voting over the Internet or by requesting an ACE proxy card, completing it and mailing it in the return envelope provided. At ACE’s last annual general meeting, on May 21, 2015, ▇▇▇▇▇▇▇▇▇ ▇▇ was elected by ACE’s shareholders as ACE’s independent proxy until the conclusion of ACE’s 2016 annual general meeting. ▇▇▇▇▇▇▇▇▇ ▇▇ is a law firm located in Switzerland. If you vote over the Internet or properly fill in your ACE proxy card appointing the independent proxy as your proxy and send it in time to vote, the independent proxy will vote your ACE common shares as you have directed. If you do not make specific choices on the Internet voting website or your signed proxy card, then the independent proxy will vote your ACE common shares as recommended by the ACE board with regard to the items listed in the notice of meeting. If new agenda items (other than those in the notice of meeting) or new proposals or motions with respect to the ACE agenda items set forth in the notice of meeting are put before the ACE extraordinary general meeting, then the independent proxy will, acting as your proxy and in the absence of instructions otherwise, vote in accordance with the recommendation of the ACE board. At the time ▇▇▇ began printing this joint proxy statement/prospectus, ▇▇▇ knew of no matters that needed to be acted on at the ACE extraordinary general meeting other than those discussed in this joint proxy statement/prospectus. The independent proxy will not make statements, submit proposals or ask questions of the ACE board on behalf of ACE shareholders. Whether or not you plan to attend the ACE extraordinary general meeting, ACE urges you to vote. Voting over the Internet or by returning your ACE proxy card will not affect your right to attend the ACE extraordinary general meeting. In order to assure that your votes, as a record holder, are tabulated in time to be voted at “FOR” the ACE extraordinary general meeting, you must complete your voting over Amcor Share Issuance Proposal and “FOR” the Internet or submit your ACE proxy card so that it is received by 6:00 p.m. Central European Time (12:00 noon Eastern Daylight Time) on October 21, 2015. If you are a beneficial owner of ACE common shares, the broker will ask you how you want your shares to be voted. If you give the broker instructions, the broker will vote your ACE common shares as you direct. If your broker does not receive instructions from you about how your ACE common shares are to be voted, one of two things can happen, depending on the type of proposal. Pursuant to the rules of the NYSE, brokers have discretionary power to vote your ACE common shares with respect to “routine” matters, but they do not have discretionary power to vote your ACE common shares on “non-routine” matters. For example, brokers holding shares beneficially owned by their clients do not have the ability to cast votes with respect to the election of directors unless they have received instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your broker so that your ACE common shares are voted with respect to the proposals related to the merger, which will be treated as non-routine. In order to assure that your votes, as a beneficial holder, are tabulated in time to be voted at the ACE extraordinary general meeting, you must submit your voting instructions by 11:59 p.m. Eastern Daylight Time on October 20, 2015 to ensure that your broker will be able to vote on timeAmcor Adjournment Proposal.