If any of the shares tendered hereby are held of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.
If this Letter of Transmittal or any certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to 3M of the authority of such person so to act must be submitted, in addition to obtaining a medallion guarantee stamp. If this Letter of Transmittal is signed by the registered holder(s) of the shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made or certificates for shares not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such stock certificates or stock powers must be guaranteed by an eligible institution.
If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed and transmitted hereby, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s). Signature(s) on any such stock certificates or stock powers must be guaranteed by an eligible institution.
7. Special Payment. If a check is to be issued in the name of a person other than the signer of this Letter of Transmittal the appropriate boxes on this Letter of Transmittal must be completed.
8. IRS Form W-9 or IRS Form W-8. A tendering U.S. Stockholder (as defined in “Important Tax Information”) is required to provide the Merger Exchange Agent with a correct Taxpayer Identification Number (“TIN”) on IRS Form W-9 or otherwise establish an exemption from backup withholding. The purpose for this form is explained under “Important Tax Information.”
Certain stockholders (including, generally, non-U.S. Stockholders (as defined in “Important Tax Information”) and C corporations) are not subject to backup withholding. A non-U.S. Stockholder should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Distribution Exchange Agent or at the IRS website at www.irs.gov, or otherwise establish an exemption from backup withholding in order to avoid backup withholding. See “Important Tax Information” for more information.
9. Requests for Assistance or Additional Copies. In addition to the copy of the Prospectus that is being mailed to 3M stockholders, you can obtain copies of, or view, the Prospectus through www.3mneogenexchange.com, the website for the Exchange Offer, or by contacting 3M’s information agent, Georgeson LLC, at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104 or at the telephone number 888-607-6511. Questions and requests for assistance or additional copies of the Prospectus, this Letter of Transmittal, the notice of guaranteed delivery, the notice of withdrawal, and the IRS Form W-8 and Form W-9 may be directed to the information agent at the addresses and phone numbers set forth below, or from brokers, dealers, commercial banks or trust companies.
10. Waiver of Conditions. The Exchange Offer is subject to various conditions described in the Prospectus under “Exchange Offer—Conditions to Consummation of This Exchange Offer” that must be satisfied or waived. 3M reserves the right, in its sole discretion, to waive, at any time or from time to time, any of the conditions of the Exchange Offer specified in the Prospectus, in whole or in part, in the case of any shares tendered.
11. Lost, Destroyed or Stolen Certificates. If any certificate representing shares has been lost, destroyed or stolen, the stockholder should promptly notify Equiniti Trust Company in its capacity as transfer agent for the shares (toll-free telephone number: 1-800-401-1952). The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.
12. Procedures. To properly complete the “Description of Shares Tendered” box your name and address must be set forth in the column under the heading “Account Registration” and either (i) the number of each stock certificate that you are surrendering with this document must be written in the column under the heading “Certificate Number(s)” or (ii) if you are using the guaranteed delivery procedures set forth in “Exchange Offer—Terms of This Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures” of the