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TO VOTE BY INTERNET:
1. Log onto the Internet
and type:
HTTP://WWW.DIRECTVOTE.COM/ARV
2. Enter the information
requested on your
computer screen,
including your Control
Number located below.
3. Follow the voting
instructions on the
screen.
Note: If you vote over the
Internet, you may incur
costs such as
telecommunication and
Internet access charges for
which you will be
responsible.
TO VOTE BY TELEPHONE:
1. Using a touch-tone phone
call TOLL-FREE:
1-888-216-1320. From
outside the United
States, call direct:
212-681-0956
2. Enter the Control Number
located below.
3. Follow the recorded
instructions.
TO VOTE BY MAIL:
Please complete your proxy
card, and sign, date and
return it in the enclosed
postage-paid envelope to:
Stock Transfer Dept. (NC),
National City Bank, P.O.
Box 92301, Cleveland, Ohio
44133-0900.
VOTE BY TELEPHONE
Call TOLL-FREE using a
Touch-Tone phone:
1-888-216-1320
From outside the
United States, call
direct:
212-681-0956
Arvin Industries, Inc. encourages you to vote your shares
electronically either by telephone or via the Internet. This will
eliminate the need to return your proxy card. You will need your
proxy card when voting your shares electronically. The Control
Number that appears in the box below must be used in order to
vote by telephone or via the Internet.
THANK YOU FOR VOTING YOUR SHARES
YOUR VOTE IS IMPORTANT!
DO NOT RETURN THIS PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR
THE INTERNET.
YOUR CONTROL NUMBER IS:
FOLD AND DETACH HERE
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ARVIN INDUSTRIES, INC.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
This proxy, as properly executed, will be voted in the manner
directed herein by the shareholder(s). If no direction is given,
this proxy will be voted "FOR" Items 1 and 2. Please mark vote
using dark ink only.
1. Approve and adopt the Agreement and Plan of Reorganization,
dated as of April 6, 2000, by and among Meritor Automotive,
Inc., a Delaware corporation, ArvinMeritor, Inc. (formerly
named Mu Sub, Inc.), an Indiana corporation and a wholly-owned
subsidiary of Meritor, and Arvin Industries, Inc., and the
mergers contemplated thereby.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact any other business as may properly come before the
Arvin special meeting or any adjournments or postponements
thereof.
Dated:................., 2000
.............................
Signature(s)
.............................
Signature(s)
.............................
The shareholder's signature
above should correspond with
the name of the shareholder
AS IT APPEARS HERE. A proxy
executed by a corporation
should be signed in its name
by a duly authorized officer.
If the proxy is to be signed
by an attorney, executor,
administrator, trustee,
guardian or in any other
representative capacity, the
title of the person signing
should be given in full. When
shares are held by joint
tenants, both should sign.
:
VOTE BY MAIL
Return your proxy
in the postage-paid
envelope provided
PLEASE VOTE, SIGN, DATE AND
RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE UNLESS YOU VOTE BY
TELEPHONE OR INTERNET.
VOTE BY INTERNET
Access the WEBSITE and
cast your vote
HTTP://WWW.DIRECTVOTE.COM/ARV
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DETACH CARD HERE
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ARVIN INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING TO BE HELD ON JULY 6, 2000
The undersigned hereby appoints V. William Hunt and Ronald R. Snyder, or either
of them, the true and lawful proxies of the undersigned, with full power of
substitution, for and on behalf of the undersigned to vote all of the shares of
ARVIN INDUSTRIES, INC. registered in the name of the undersigned, or with
respect to which the undersigned may be entitled to vote, at the Special Meeting
of Shareholders to be held at One Noblitt Plaza, Columbus, Indiana 47202-3000,
on July 6, 2000 at 9:00 a.m., local time, and at any adjournment or
postponements thereof, upon the matters set forth on the front side hereof.
If the undersigned is a participant in an Arvin Savings Plan, then this card
also provides voting instructions to the trustee of that plan to vote at the
Special Meeting, and any adjournments or postponements thereof, all of the
shares of ARVIN INDUSTRIES, INC. held in the undersigned's plan account as
specified upon the matters indicated on the front side of this proxy card and in
its discretion upon such other matters as may properly come before the meeting.
If the undersigned is a participant in a Savings Plan and does not instruct the
trustee, then the trustee will vote the undersigned's plan account shares in
proportion to the votes of the other participants in that plan. In addition, the
trustee will vote unallocated shares in the plan in direct proportion to voting
by allocated shares for which instructions have been received. The trustee will
act as provided above as long as it is consistent with applicable law.
If the undersigned is a participant in the Arvin Dividend Reinvestment Plan,
then this card also serves as an instruction to vote the shares held for the
undersigned's account under the plan in the manner indicated on the front side
of this proxy. If the undersigned is a participant in the Arvin Dividend
Reinvestment Plan and does not provide instructions, the shares held in the
undersigned's account in the Dividend Reinvestment Plan will not be voted.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.
