<PAGE> 1
THE J. M. SMUCKER COMPANY
THIS PROXY FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY -- CLASS A
COMMON SHARES
(RECORD HOLDERS)
P At the Annual Meeting of Shareholders of THE J. M. SMUCKER COMPANY
R to be held on August 15, 2000, and at any adjournment, TIM SMUCKER,
O RICHARD SMUCKER, and STEVEN J. ELLCESSOR, and each of them, are
X hereby authorized to represent me and vote my shares on the
Y following:
<TABLE>
<S> <C>
1. Approval of the combination of Smucker's Class A common (change of address and comments)
shares and Class B common shares into a single class of ------------------------------------
voting common shares through the merger of JMS-Ohio, ------------------------------------
Inc., a newly formed, wholly owned subsidiary of The ------------------------------------
J. M. Smucker Company, into The J. M. Smucker Company. ------------------------------------
(If you have written in the above
2. Election of Directors to the class whose term of office space, please mark the corresponding
will expire in 2003. The nominees of the Board of box on the reverse side of this
Directors are: card.)
Fred A. Duncan, Charles S. Mechem, Jr., and Tim Smucker.
3. Ratification of appointment of auditors.
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE-- SEE REVERSE
NO POSTAGE NECESSARY SIDE
...................................................................................................................................
</TABLE>
DETACH CARD
<PAGE> 2
THE J. M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
CLASS A COMMON
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] [ ] [ ] [ ] [ ] [ ]
1. Proposal to approve the 3. Proposal to ratify appointment
combination of Smucker's Class A of auditors.
common shares and Class B common
shares into a single class of The Board of Directors recommends a
voting common shares through the vote for the proposals described in
merger of JMS-Ohio, Inc., a newly Items 1 and 3.
formed, wholly owned subsidiary of
The J. M. Smucker Company, into The
J. M. Smucker Company.
FOR WITHHELD FOR ALL
ALL ALL EXCEPT:
[ ] [ ] [ ]
2. Election of Directors --
(see reverse)
For, except vote withheld from the
following nominee(s):
----------------------------------
</TABLE>
UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED:
- FOR THE PROPOSAL DESCRIBED IN ITEM 1,
- FOR ELECTION AS DIRECTORS OF THE NOMINEES LISTED ON THE REVERSE,
AND
- FOR THE PROPOSAL DESCRIBED IN ITEM 3.
Will attend meeting/Number attending ---
Change of
Address/Comments
Dated: -------------- , 2000
----------------------------
Signature(s)
----------------------------
NOTE: Please sign your name as
it appears in print and
in case of multiple or
joint ownership, all
should sign.
................................................................................
* FOLD AND DETACH HERE *
PLEASE NOTE THAT ADMISSION TO THE ANNUAL MEETING WILL BE BY ADMISSION CARD ONLY.
IF YOU PLAN TO ATTEND THE MEETING, PLEASE MARK THE INDICATED BOX ON YOUR PROXY.
ALSO, IF YOU PLAN TO BRING A GUEST, PLEASE SO STATE ON YOUR CARD.
DUE TO SPACE LIMITATIONS, NO MORE THAN TWO ADMISSION CARDS
PER SHAREHOLDER ACCOUNT WILL BE PROVIDED.
<PAGE> 3
THE J. M. SMUCKER COMPANY
THIS PROXY FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY -- CLASS B
COMMON SHARES
(RECORD HOLDERS)
P At the Annual Meeting of Shareholders of THE J. M. SMUCKER COMPANY
R to be held on August 15, 2000, and at any adjournment, TIM SMUCKER,
O RICHARD SMUCKER, and STEVEN J. ELLCESSOR, and each of them, are
X hereby authorized to represent me and vote my shares on the
Y following:
<TABLE>
<S> <C>
1. Approval of the combination of Smucker's Class A common (change of address and comments)
shares and Class B common shares into a single class of ------------------------------------
voting common shares through the merger of JMS-Ohio, ------------------------------------
Inc., a newly formed, wholly owned subsidiary of The ------------------------------------
J. M. Smucker Company, into The J. M. Smucker Company. ------------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this
card.)
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE-- SEE REVERSE
NO POSTAGE NECESSARY SIDE
....................................................................................................................................
</TABLE>
DETACH CARD
<PAGE> 4
THE J. M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
CLASS B COMMON
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
[ ] [ ] [ ]
1. Proposal to approve the The Board of Directors recommends a
combination of Smucker's Class A vote for the proposal described in
common shares and Class B common Item 1.
shares into a single class of
voting common shares through the UNLESS OTHERWISE SPECIFIED BELOW,
merger of JMS-Ohio, Inc., a THIS PROXY WILL BE VOTED FOR THE
newly formed, wholly owned PROPOSAL DESCRIBED IN ITEM 1.
subsidiary of The J. M. Smucker
Company, into The J. M. Smucker
Company.
</TABLE>
Will attend meeting*
Number attending
---
Change of
Address/Comments
Dated: , 2000
--------------
----------------------------
Signature(s)
----------------------------
NOTE: Please sign your name
as it appears in print
and in case of
multiple or joint
ownership, all should
sign.
................................................................................
* FOLD AND DETACH HERE *
PLEASE NOTE THAT ADMISSION TO THE ANNUAL MEETING WILL BE BY ADMISSION CARD ONLY.
IF YOU PLAN TO ATTEND THE MEETING, PLEASE MARK THE INDICATED BOX ON YOUR PROXY.
ALSO, IF YOU PLAN TO BRING A GUEST, PLEASE SO STATE ON YOUR CARD.
DUE TO SPACE LIMITATIONS, NO MORE THAN TWO ADMISSION CARDS
PER SHAREHOLDER ACCOUNT WILL BE PROVIDED.
* IF YOU HOLD CLASS A COMMON SHARES AND INDICATED ON YOUR CLASS A PROXY THAT YOU
WILL ATTEND THE ANNUAL MEETING, PLEASE DO NOT REQUEST ADDITIONAL
ADMISSION CARDS ON THIS PROXY.
<PAGE> 5
--------------------------------------------------------------------------------
CLASS A COMMON
(SAVINGS PLAN)
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE (THE "TRUSTEE") UNDER
THE J. M. SMUCKER EMPLOYEE SAVINGS PLAN (THE "PLAN").
V I I, the undersigned, as a Participant in or a Beneficiary of the Plan,
O N hereby instruct the Trustee to vote (in person or by proxy), in
T S accordance with my confidential instructions on the reverse and the
I T provisions of the Plan, all Class A Common Shares of The J. M. Smucker
N R Company (the "Company") allocated to my account under the Plan
G U ("Allocated Shares") as of the record date for the Annual Meeting of
C Shareholders of the Company to be held on August 15, 2000. In addition
T to voting your Allocated Shares you may also use this card to vote
I non-directed Shares as determined in accordance with the terms of the
O Plan ("Non-directed Shares"). For more information concerning voting
N Non-directed Shares please refer to the reverse side of this card and
S the enclosed instructions. The Trustee will vote any shares allocated
to your account for which timely instructions are not received from you
by 12:00 noon August 11, 2000, in accordance with the Plan.
<TABLE>
<S> <C>
1. Approval of the combination of Smucker's Class A common (change of address and comments)
shares and Class B common shares into a single class of ------------------------------------
voting common shares through the merger of JMS-Ohio, ------------------------------------
Inc., a newly formed, wholly owned subsidiary of The ------------------------------------
J. M. Smucker Company, into The J. M. Smucker Company. ------------------------------------
2. Election of Directors to the class whose term of office (If you have written in the above
will expire in 2003. The nominees of the Board of space, please mark the corresponding
Directors are: box on the reverse side of this
card.)
Fred A. Duncan, Charles S. Mechem, Jr., and Tim Smucker.
3. Ratification of appointment of auditors.
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE-- SEE REVERSE
NO POSTAGE NECESSARY SIDE
</TABLE>
<PAGE> 6
THE J. M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
CLASS A COMMON
[ ]
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] [ ] [ ] [ ] [ ] [ ]
1. Proposal to approve the 3. Proposal to ratify appointment
combination of Smucker's Class A of auditors.
common shares and Class B common
shares into a single class of
voting common shares through the
merger of JMS-Ohio, Inc., a newly
formed, wholly owned subsidiary of
The J. M. Smucker Company, into The
J. M. Smucker Company.
FOR WITHHELD FOR ALL
ALL ALL EXCEPT:
[ ] [ ] [ ]
2. Election of Directors --
(see reverse)
For, except vote withheld from the
following nominee(s):
----------------------------------
</TABLE>
INSTRUCTION REGARDING NON-DIRECTED SHARES
I wish to vote Non-directed Shares under the Plan in the [ ]
same way as my Allocated Shares.
I do not wish to vote Non-directed Shares. [ ]
I wish to vote Non-directed Shares differently from my [ ]
Allocated Shares and will call the Trustee at (216) 689-3565
to request a separate card for that purpose.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS
DESCRIBED IN ITEMS 1 AND 3.
Unless otherwise specified, this proxy will be voted:
- for the proposal described in item 1,
- for election as directors of the nominees listed on the reverse,
- for the proposal described in item 3, and
- for Allocated Shares only.
Change of [ ]
Address/Comments
Dated: -------------- , 2000
------------------------------
Signature(s)
------------------------------
NOTE: Please sign your name
as it appears in print.
................................................................................
* FOLD AND DETACH HERE *
<PAGE> 7
--------------------------------------------------------------------------------
CLASS B COMMON
(SAVINGS PLAN)
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE (THE "TRUSTEE") UNDER
THE J. M. SMUCKER EMPLOYEE SAVINGS PLAN (THE "PLAN").
V I I, the undersigned, as a Participant in or a Beneficiary of the Plan,
O N hereby instruct the Trustee to vote (in person or by proxy), in
T S accordance with my confidential instructions on the reverse and the
I T provisions of the Plan, all Class B Common Shares of The J. M. Smucker
N R Company (the "Company") allocated to my account under the Plan
G U ("Allocated Shares") as of the record date for the Annual Meeting of
C Shareholders of the Company to be held on August 15, 2000. In addition
T to voting your Allocated Shares you may also use this card to vote
I non-directed shares as determined in accordance with the terms of the
O Plan ("Non-directed Shares"). For more information concerning voting
N Non-directed Shares please refer to the reverse side of this card and
S the enclosed instructions. The Trustee will vote any shares allocated
to your account for which timely instructions are not received from you
by 12:00 noon August 11, 2000, in accordance with the Plan.
<TABLE>
<S> <C>
1. Approval of the combination of Smucker's Class A common (change of address and comments)
shares and Class B common shares into a single class of ------------------------------------
voting common shares through the merger of JMS-Ohio, ------------------------------------
Inc., a newly formed, wholly owned subsidiary of The ------------------------------------
J. M. Smucker Company, into The J. M. Smucker Company. ------------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this
card.)
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE-- SEE REVERSE
NO POSTAGE NECESSARY SIDE
</TABLE>
<PAGE> 8
THE J. M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. LOGO
CLASS B COMMON
[ ]
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
[ ] [ ] [ ]
1. Proposal to approve the INSTRUCTION REGARDING NON-DIRECTED
combination of Smucker's Class A SHARES
common shares and Class B common I wish to vote Non-directed Shares under [ ]
shares into a single class of the Plan in the same way as my
voting common shares through the Allocated Shares.
merger of JMS-Ohio, Inc., a I do not wish to vote Non-directed [ ]
newly formed, wholly owned Shares.
subsidiary of The J. M. Smucker I wish to vote Non-directed Shares [ ]
Company, into The J. M. Smucker differently from my Allocated Shares
Company. and will call the Trustee at
(216) 689-3565 to request a separate
card for that purpose.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE PROPOSAL DESCRIBED IN ITEM 1.
Unless otherwise specified, this proxy
will be voted for the proposal described
in item 1 and for Allocated Shares only.
Change of [ ]
Address/Comments
Dated: , 2000
--------------
----------------------------
Signature(s)
----------------------------
NOTE: Please sign your name
as it appears in print.
....................................................................................................................................
</TABLE>
* FOLD AND DETACH HERE *
<PAGE> 9
--------------------------------------------------------------------------------
CLASS A COMMON
(ESOP)
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE (THE "TRUSTEE") UNDER
THE J. M. SMUCKER EMPLOYEE STOCK OWNERSHIP PLAN (THE "PLAN").
V I I, the undersigned, as a Participant in or a Beneficiary of the Plan,
O N hereby instruct the Trustee to vote (in person or by proxy), in
T S accordance with my confidential instructions on the reverse and the
I T provisions of the Plan, all Class A Common Shares of The J. M. Smucker
N R Company (the "Company") allocated to my account under the Plan
G U ("Allocated Shares") as of the record date of the Annual Meeting of
C Shareholders of the Company to be held on August 15, 2000. In addition
T to voting your Allocated Shares you may also use this card to vote
I unallocated shares held in the ESOP Suspense Account ("Unallocated
O Shares") and non-directed shares as determined in accordance with the
N terms of the Plan ("Non-directed Shares"). For more information
S concerning voting Unallocated Shares and Non-directed Shares please
refer to the reverse side of this card and the enclosed instructions.
The Trustee will vote any shares allocated to your account for which
timely instructions are not received for you by 12:00 noon August 11,
2000, in accordance with the Plan.
<TABLE>
<S> <C>
1. Approval of the combination of Smucker's Class A common (change of address and comments)
shares and Class B common shares into a single class of ------------------------------------
voting common shares through the merger of JMS-Ohio, ------------------------------------
Inc., a newly formed, wholly owned subsidiary of The ------------------------------------
J. M. Smucker Company, into The J. M. Smucker Company. ------------------------------------
2. Election of Directors to the class whose term of office (If you have written in the above
will expire in 2003. The nominees of the Board of space, please mark the corresponding
Directors are: box on the reverse side of this
card.)
Fred A. Duncan, Charles S. Mechem, Jr., and Tim Smucker.
3. Ratification of appointment of auditors.
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE-- SEE REVERSE
NO POSTAGE NECESSARY SIDE
....................................................................................................................................
</TABLE>
DETACH CARD
<PAGE> 10
THE J. M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
CLASS A COMMON
[ ]
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] [ ] [ ] [ ] [ ] [ ]
1. Proposal to approve the 3. Proposal to ratify appointment
combination of Smucker's Class A of auditors.
common shares and Class B common
shares into a single class of
voting common shares through the
merger of JMS-Ohio, Inc., a newly
formed, wholly owned subsidiary of
The J. M. Smucker Company, into The
J. M. Smucker Company.
FOR WITHHELD FOR ALL
ALL ALL EXCEPT:
[ ] [ ] [ ]
2. Election of Directors --
(see reverse)
For, except vote withheld from the
following nominee(s):
----------------------------------
</TABLE>
INSTRUCTION REGARDING NON-DIRECTED AND UNALLOCATED SHARES
I wish to vote Non-directed Shares and Unallocated Shares under [ ]
the Plan in the same way as my Allocated Shares.
I do not wish to vote Non-directed Shares or Unallocated Shares. [ ]
I wish to vote Non-directed Shares or Unallocated Shares [ ]
differently from my Allocated Shares and will call the
Trustee at (216) 689-3565 to request a separate card
for that purpose.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS DESCRIBED IN ITEMS 1
AND 3.
Unless otherwise specified, this proxy will be voted:
- for the proposal described in Item 1,
- for election as directors of the nominees listed on the reverse,
- for the proposal described in Item 3, and
- for Allocated Shares only.
Change of [ ]
Address/Comments
Dated: -------------- , 2000
------------------------------
Signature(s)
------------------------------
NOTE: Please sign your name
as it appears in print.
................................................................................
* FOLD AND DETACH HERE *
<PAGE> 11
--------------------------------------------------------------------------------
CLASS B COMMON
(ESOP)
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE (THE "TRUSTEE") UNDER
THE J. M. SMUCKER EMPLOYEE STOCK OWNERSHIP PLAN (THE "PLAN").
V I I, the undersigned, as a Participant in or a Beneficiary of the Plan,
O N hereby instruct the Trustee to vote (in person or by proxy), in
T S accordance with my confidential instructions on the reverse and the
I T provisions of the Plan, all Class B Common Shares of The J. M. Smucker
N R Company (the "Company") allocated to my account under the Plan
G U ("Allocated Shares") as of the record date for the Annual Meeting of
C Shareholders of the Company to be held on August 15, 2000. In addition
T to voting your Allocated Shares you may also use this card to vote
I unallocated shares held in the ESOP Suspense Account ("Unallocated
O Shares") and non-directed shares as determined in accordance with the
N terms of the Plan ("Non-directed Shares"). For more information
S concerning voting Unallocated Shares and Non-directed Shares please
refer to the reverse side of this card and the enclosed instructions.
The Trustee will vote any shares allocated to your account for which
timely instructions are not received for you by 12:00 noon August 11,
2000, in accordance with the Plan.
<TABLE>
<S> <C>
1. Approval of the combination of Smucker's Class A common (change of address and comments)
shares and Class B common shares into a single class of ------------------------------------
voting common shares through the merger of JMS-Ohio, ------------------------------------
Inc., a newly formed, wholly owned subsidiary of The ------------------------------------
J. M. Smucker Company, into The J. M. Smucker Company. ------------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this
card.)
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE-- SEE REVERSE
NO POSTAGE NECESSARY SIDE
</TABLE>
<PAGE> 12
THE J. M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
CLASS B COMMON
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C>
[ ] [ ] [ ]
1. Proposal to approve the INSTRUCTION REGARDING NON-DIRECTED AND
combination of Smucker's Class A UNALLOCATED SHARES
common shares and Class B common I wish to vote Non-directed Shares and [ ]
shares into a single class of Unallocated Shares under the Plan in the
voting common shares through the same way as my Allocated Shares.
merger of JMS-Ohio, Inc., a I do not wish to vote Non-directed Shares [ ]
newly formed, wholly owned or Unallocated Shares.
subsidiary of The J. M. Smucker I wish to vote Non-directed Shares or [ ]
Company, into The J. M. Smucker Unallocated Shares differently from my
Company. Allocated Shares and will call the Trustee
at (216) 689-3565 to request a separate
card for that purpose.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE PROPOSAL DESCRIBED IN ITEM 1.
Unless otherwise specified, this proxy
will be voted for the proposal described
in item 1 and for Allocated Shares only.
Change of [ ]
Address/Comments
Dated: -------------- , 2000
----------------------------
Signature(s)
----------------------------
NOTE: Please sign your name
as it appears in print.
...................................................................................................................................
</TABLE>
* FOLD AND DETACH HERE *
<PAGE> 13
--------------------------------------------------------------------------------
THE J. M. SMUCKER COMPANY
THIS PROXY FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY -- CLASS A
COMMON SHARES
(STREET NAME)
P At the Annual Meeting of Shareholders of THE J. M. SMUCKER COMPANY
R to be held on August 15, 2000, and at any adjournment, TIM SMUCKER,
O RICHARD SMUCKER, and STEVEN J. ELLCESSOR, and each of them, are
X hereby authorized to represent me and vote my shares on the
Y following:
<TABLE>
<S> <C>
1. Approval of the combination of Smucker's Class A common (change of address and comments)
shares and Class B common shares into a single class of ------------------------------------
voting common shares through the merger of JMS-Ohio, ------------------------------------
Inc., a newly formed, wholly owned subsidiary of The ------------------------------------
J. M. Smucker Company, into The J. M. Smucker Company. ------------------------------------
2. Election of Directors to the class whose term of office (If you have written in the above
will expire in 2003. The nominees of the Board of space, please mark the corresponding
Directors are: box on the reverse side of this
Fred A. Duncan, Charles S. Mechem, Jr., and card.)
Tim Smucker.
3. Ratification of appointment of auditors.
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE-- SEE REVERSE
NO POSTAGE NECESSARY SIDE
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
DETACH CARD
<PAGE> 14
THE J. M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
CLASS A COMMON
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] [ ] [ ] [ ] [ ] [ ]
1. Proposal to approve the 3. Proposal to ratify appointment
combination of Smucker's Class A of auditors.
common shares and Class B common
shares into a single class of
voting common shares through the
merger of JMS-Ohio, Inc., a newly
formed, wholly owned subsidiary of
The J. M. Smucker Company, into The
J. M. Smucker Company.
FOR WITHHELD FOR ALL
ALL ALL EXCEPT:
[ ] [ ] [ ]
2. Election of Directors --
(see reverse)
For, except vote withheld from the
following nominee(s):
----------------------------------
</TABLE>
The Board of Directors recommends a vote for the proposals
described in Items 1 and 3.
UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED:
- FOR ELECTION AS DIRECTORS OF THE NOMINEES LISTED ON THE REVERSE, AND
- FOR THE PROPOSAL DESCRIBED IN ITEM 3.
BY SIGNING BELOW, THE UNDERSIGNED:
- INSTRUCTS THAT THIS PROXY BE VOTED AS MARKED; AND
- CERTIFIED THAT OF THE TOTAL NUMBER OF CLASS A COMMON SHARES REPRESENTED BY
THIS PROXY, _______ HAVE BEEN OWNED SINCE BEFORE JULY 3, 1996, AND _______
WERE ACQUIRED ON OR AFTER JULY 3, 1996.
IF NO CERTIFICATION IS MADE, IT WILL BE DEEMED THAT ALL CLASS A COMMON SHARES
COVERED BY THIS PROXY WERE ACQUIRED ON OR AFTER JULY 3, 1996.
CHANGE OF
ADDRESS/COMMENTS [ ]
Dated: ------------------ , 2000
----------------------------
Signature(s)
----------------------------
NOTE: Please sign your name
as it appears in print
and in case of
multiple or joint
ownership, all should
sign.
................................................................................
* FOLD AND DETACH HERE *
PLEASE NOTE THAT ADMISSION TO THE ANNUAL MEETING WILL BE BY ADMISSION CARD ONLY.
IF YOU PLAN TO ATTEND THE MEETING, PLEASE WRITE TO THE CORPORATE SECRETARY AT
STRAWBERRY LANE,
ORRVILLE, OHIO 44667-0280 TO REQUEST AN ADMISSION CARD. IF YOUR SHARES ARE NOT
HELD IN YOUR
NAME, PLEASE FURNISH PROOF OF SHAREHOLDER STATUS, SUCH AS A BANK OR BROKERAGE
FIRM
ACCOUNT STATEMENT. ALSO, IF YOU PLAN TO BRING A GUEST, PLEASE SO STATE IN YOUR
REQUEST FOR
AN ADMISSION CARD. DUE TO SPACE LIMITATIONS, NO MORE THAN TWO ADMISSION CARDS
PER
SHAREHOLDER ACCOUNT WILL BE PROVIDED.
<PAGE> 15
--------------------------------------------------------------------------------
THE J. M. SMUCKER COMPANY
THIS PROXY FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY -- CLASS B
COMMON SHARES
(STREET NAME)
P At the Annual Meeting of Shareholders of THE J. M. SMUCKER COMPANY
R to be held on August 15, 2000, and at any adjournment, TIM SMUCKER,
O RICHARD SMUCKER, and STEVEN J. ELLCESSOR, and each of them, are
X hereby authorized to represent me and vote my shares on the
Y following:
<TABLE>
<S> <C>
1. Approval of the combination of Smucker's Class A common (change of address and comments)
shares and Class B common shares into a single class of ------------------------------------
voting common shares through the merger of JMS-Ohio, ------------------------------------
Inc., a newly formed, wholly owned subsidiary of The ------------------------------------
J. M. Smucker Company, into The J. M. Smucker Company. ------------------------------------
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED SEE REVERSE
ENVELOPE-- SIDE
NO POSTAGE NECESSARY
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
DETACH CARD
<PAGE> 16
THE J. M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
CLASS B COMMON
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
[ ] [ ] [ ]
1. Proposal to approve the The Board of Directors recommends a
combination of Smucker's Class A vote for the proposal described in
common shares and Class B common Item 1.
shares into a single class of BY SIGNING BELOW, THE UNDERSIGNED
voting common shares through the INSTRUCTS THAT THIS PROXY BE VOTED
merger of JMS-Ohio, Inc., a AS MARKED.
newly formed, wholly owned
subsidiary of The J. M. Smucker
Company, into The J. M. Smucker
Company.
</TABLE>
Change of
Address/Comments [ ]
Dated: -------------- , 2000
----------------------------
Signature(s)
----------------------------
NOTE: Please sign your name
as it appears in print
and in case of
multiple or joint
ownership, all should
sign.
................................................................................
* FOLD AND DETACH HERE *
PLEASE NOTE THAT ADMISSION TO THE ANNUAL MEETING WILL BE BY ADMISSION CARD ONLY.
IF YOU PLAN TO ATTEND THE MEETING, PLEASE WRITE TO THE CORPORATE SECRETARY AT
STRAWBERRY LANE,
ORRVILLE, OHIO 44667-0280 TO REQUEST AN ADMISSION CARD. IF YOUR SHARES ARE NOT
HELD IN YOUR
NAME, PLEASE FURNISH PROOF OF SHAREHOLDER STATUS, SUCH AS A BANK OR BROKERAGE
FIRM
ACCOUNT STATEMENT. ALSO, IF YOU PLAN TO BRING A GUEST, PLEASE SO STATE ON YOUR
CARD.
DUE TO SPACE LIMITATIONS, NO MORE THAN TWO ADMISSION CARDS PER SHAREHOLDER
ACCOUNT WILL BE PROVIDED.
<PAGE> 17
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF THE NOMINEES LISTED BELOW
AND FOR THE PROPOSALS DESCRIBED IN ITEMS 3 AND 4.
THE J. M. SMUCKER COMPANY
CLASS A COMMON SHARES
THIS PROXY FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY -- CLASS A
COMMON SHARES
(BANKS, BROKERS,
AND NOMINEES)
P At the Annual Meeting of Shareholders of The J. M. SMUCKER
R COMPANY to be held on August 15, 2000, and at any adjournment, TIM
O SMUCKER, RICHARD SMUCKER, and STEVEN J. ELLCESSOR, and each of them,
X are hereby authorized to represent me and vote my shares on the
Y following:
1. Proposal to approve the combination of Smucker's Class A common
shares and Class B common shares into a single class of voting
common shares through the merger of JMS-Ohio, Inc., a newly
formed, wholly owned subsidiary of The J. M. Smucker Company,
into The J. M. Smucker Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Election of Directors to the class whose term of office will
expire in 2003. The nominees of the Board of Directors are:
Fred A. Duncan, Charles S. Mechem, Jr., and Tim Smucker.
(INSTRUCTION: In the table on the reverse side indicate the number
of shares withheld as to each nominee in the column
marked "Against")
3. Proposal to ratify appointment of auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Any other matter that may properly come before this meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS DESCRIBED
IN ITEMS 1 AND 3.
<PAGE> 18
(Continued from the reverse side)
<TABLE>
CLASS A SHARES OWNED BY THE BENEFICIAL
OWNERS SINCE BEFORE JULY 3, 1996
-------------------------------------------------------
FOR AGAINST ABSTAIN
----------------- ----------------- -----------------
Post number of shares NOT number of votes
<S> <C> <C> <C>
1. Proposal to approve the
merger of JMS-Ohio, Inc.
into The J. M. Smucker
Company shs. shs. shs.
2. Directors:
Fred A. Duncan shs. shs. shs.
Charles S. Mechem, Jr. shs. shs. shs.
Tim Smucker shs. shs. shs.
3. Proposal to ratify
appointment of auditors shs. shs. shs.
CLASS A SHARES ACQUIRED BY THE BENEFICIAL
OWNERS ON OR AFTER JULY 3, 1996
-------------------------------------------------------
FOR AGAINST ABSTAIN
----------------- ----------------- -----------------
Post number of shares NOT number of votes
<S> <C> <C> <C>
1. Proposal to approve the
merger of JMS-Ohio, Inc.
into The J. M. Smucker
Company shs. shs. shs.
2. Directors:
Fred A. Duncan shs. shs. shs.
Charles S. Mechem, Jr. shs. shs. shs.
Tim Smucker shs. shs. shs.
3. Proposal to ratify
appointment of auditors shs. shs. shs.
</TABLE>
POST ONLY RECORD POSITION; DO NOT TABULATE VOTES
Signed this _____ day of 2000.
--------------------------------
--------------------------------
Signature(s)
NOTE: Please sign your name as it appears in print and in case of multiple or
joint ownership, all should sign.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE --
NO POSTAGE NECESSARY
<PAGE> 19
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL DESCRIBED
IN ITEM 1.
THE J. M. SMUCKER COMPANY
CLASS B COMMON SHARES
THIS PROXY FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY -- CLASS B
COMMON SHARES
(BANKS, BROKERS,
AND NOMINEES)
P At the Annual Meeting of Shareholders of THE J. M. SMUCKER COMPANY
R to be held on August 15, 2000, and at any adjournment, TIM SMUCKER,
O RICHARD SMUCKER, and STEVEN J. ELLCESSOR, and each of them, are
X hereby authorized to represent me and vote my shares on the
Y following:
1. Proposal to approve the combination of Smucker's Class A common
shares and Class B common shares into a single class of voting
common shares through the merger of JMS-Ohio, Inc., a newly
formed, wholly owned subsidiary of The J. M. Smucker Company,
into The J. M. Smucker Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL
DESCRIBED IN ITEM 1.
<PAGE> 20
(Continued from the reverse side)
<TABLE>
<CAPTION>
CLASS B SHARES OWNED BY THE BENEFICIAL OWNERS
-------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
Post number of shares
<S> <C> <C> <C>
1. Proposal to approve the merger
of JMS-Ohio, Inc. into The J. M.
Smucker Company shs. shs. shs.
------------ ----------- -----------
</TABLE>
Signed this _____ day of 2000.
---------------------------------
---------------------------------
Signature(s)
NOTE: Please sign your name as it
appears in print and in case of
multiple or joint ownership, all
should sign.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE -- NO POSTAGE
NECESSARY
<PAGE> 21
--------------------------------------------------------------------------------
CLASS A COMMON
(SAVINGS PLAN)
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE (THE "TRUSTEE") UNDER
THE J. M. SMUCKER COMPANY ORRVILLE REPRESENTED EMPLOYEE SAVINGS PLAN
(THE "PLAN").
V I I, the undersigned, as a Participant in or a Beneficiary of the Plan,
O N hereby instruct the Trustee to vote (in person or by proxy), in
T S accordance with my confidential instructions on the reverse and the
I T provisions of the Plan, all Class A Common Shares of The J. M. Smucker
N R Company (the "Company") allocated to my account under the Plan
G U ("Allocated Shares") as of the record date for the Annual Meeting of
C Shareholders of the Company to be held on August 15, 2000. In addition
T to voting your Allocated Shares you may also use this card to vote
I Non-directed Shares as determined in accordance with the terms of the
O Plan ("Non-directed Shares"). For more information concerning voting
N Non-directed Shares please refer to the reverse side of this card and
S the enclosed instructions. The Trustee will vote any shares allocated
to your account for which timely instructions are not received from you
by 12:00 noon August 11, 2000, in accordance with the Plan.
<TABLE>
<S> <C>
1. Approval of the combination of Smucker's Class A common (change of address and comments)
shares and Class B common shares into a single class of ------------------------------------
voting common shares through the merger of JMS-Ohio, ------------------------------------
Inc., a newly formed, wholly owned subsidiary of The ------------------------------------
J. M. Smucker Company, into The J. M. Smucker Company. ------------------------------------
2. Election of Directors to the class whose term of office (If you have written in the above
will expire in 2003. The nominees of the Board of space, please mark the corresponding
Directors are: box on the reverse side of this
card.)
Fred A. Duncan, Charles S. Mechem, Jr., and Tim Smucker.
3. Ratification of appointment of auditors.
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE-- SEE REVERSE
NO POSTAGE NECESSARY SIDE
</TABLE>
<PAGE> 22
THE J. M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
CLASS A COMMON
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] [ ] [ ] [ ] [ ] [ ]
1. Proposal to approve the 3. Proposal to ratify appointment
combination of Smucker's Class A of auditors.
common shares and Class B common
shares into a single class of
voting common shares through the
merger of JMS-Ohio, Inc., a newly
formed, wholly owned subsidiary of
The J. M. Smucker Company, into The
J. M. Smucker Company.
FOR WITHHELD FOR ALL
ALL ALL EXCEPT:
[ ] [ ] [ ]
2. Election of Directors --
(see reverse)
For, except vote withheld from the
following nominee(s):
----------------------------------
</TABLE>
INSTRUCTION REGARDING NON-DIRECTED SHARES
I wish to vote Non-directed Shares under the Plan in the [ ]
same way as my Allocated Shares.
I do not wish to vote Non-directed Shares. [ ]
I wish to vote Non-directed Shares differently from my [ ]
Allocated Shares and will call the Trustee at (216) 689-3565
to request a separate card for that purpose.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS
DESCRIBED IN ITEMS 1 AND 3.
Unless otherwise specified, this proxy will be voted:
- for the proposal described in item 1,
- for election as directors of the nominees listed on the reverse,
- for the proposal described in item 3, and
- for Allocated Shares only.
Change of
Address/Comments
Dated: -------------- , 2000
------------------------------
Signature(s)
------------------------------
NOTE: Please sign your name
as it appears in print.
................................................................................
* FOLD AND DETACH HERE *
<PAGE> 23
--------------------------------------------------------------------------------
CLASS B COMMON
(SAVINGS PLAN)
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE (THE "TRUSTEE") UNDER
THE J. M. SMUCKER COMPANY ORRVILLE REPRESENTED EMPLOYEE SAVINGS PLAN
(THE "PLAN").
V I I, the undersigned, as a Participant in or a Beneficiary of the Plan,
O N hereby instruct the Trustee to vote (in person or by proxy), in
T S accordance with my confidential instructions on the reverse and the
I T provisions of the Plan, all Class B Common Shares of The J. M. Smucker
N R Company (the "Company") allocated to my account under the Plan
G U ("Allocated Shares") as of the record date for the Annual Meeting of
C Shareholders of the Company to be held on August 15, 2000. In addition
T to voting your Allocated Shares you may also use this card to vote
I Non-directed Shares as determined in accordance with the terms of the
O Plan ("Non-directed Shares"). For more information concerning voting
N Non-directed Shares please refer to the reverse side of this card and
S the enclosed instructions. The Trustee will vote any shares allocated
to your account for which timely instructions are not received from you
by 12:00 noon August 11, 2000, in accordance with the Plan.
<TABLE>
<S> <C>
1. Approval of the combination of Smucker's Class A common (change of address and comments)
shares and Class B common shares into a single class of ------------------------------------
voting common shares through the merger of JMS-Ohio, ------------------------------------
Inc., a newly formed, wholly owned subsidiary of The ------------------------------------
J. M. Smucker Company, into The J. M. Smucker Company. ------------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this
card.)
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE-- SEE REVERSE
NO POSTAGE NECESSARY SIDE
</TABLE>
<PAGE> 24
THE J. M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
CLASS B COMMON
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve the [ ] [ ] [ ]
combination of Smucker's Class A
common shares and Class B common
shares into a single class of
voting common shares through the
merger of JMS-Ohio, Inc., a
newly formed, wholly owned
subsidiary of The J. M. Smucker
Company, into The J. M. Smucker
Company.
</TABLE>
INSTRUCTION REGARDING NON-DIRECTED SHARES
I wish to vote Non-directed Shares under the Plan in the [ ]
same way as my Allocated Shares.
I do not wish to vote Non-directed Shares. [ ]
I wish to vote Non-directed Shares differently from my [ ]
Allocated Shares and will call the Trustee at (216) 689-3565
to request a separate card for that purpose.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS DESCRIBED IN ITEMS 1
AND 3.
Unless otherwise specified, this proxy will be voted:
- for the proposal described in item 1 and for Allocated Shares only
Change of
Address/Comments
Dated: -------------- , 2000
------------------------------
Signature(s)
------------------------------
NOTE: Please sign your name
as it appears in print.
...............................................................................
* FOLD AND DETACH HERE *
<PAGE> 25
[SMUCKER'S LOGO]
Dear Shareholder:
The enclosed proxy card for Class A Common Shares of The J. M. Smucker
Company ("Smucker") is a little different from most proxy cards. It not only
permits you to give instructions as to how to vote your Class A Common Shares,
but also provides for certification as to how long you have been the beneficial
owner of your shares. That certification will determine how many votes you will
be entitled to cast with respect to your Class A Common Shares at the Annual
Meeting to be held on August 15, 2000.
The number of votes to which you will be entitled with respect to your
Class A Common Shares depends on whether or not there has been any change since
July 3, 1996 (the date which is four years prior to the record date for the
Annual Meeting) in the "beneficial ownership" of your Class A Common Shares, as
that phrase is defined in Smucker's Amended Articles of Incorporation. Generally
speaking, this means that if you own Class A Common Shares that were purchased
prior to July 3, 1996, you will be entitled to ten votes for each of those
shares. You will have only one vote per share, though, for Class A Common Shares
purchased on or after July 3, 1996.
Even though you have Class A Common Shares acquired on or after July 3,
1996, you may be entitled to ten votes per share under certain circumstances.
Those circumstances and other aspects of the voting rights of the holders of
Class A Common Shares are governed by the Amended Articles of Incorporation,
pertinent portions of which are set forth on the reverse side of this letter. IT
IS IMPORTANT THAT YOU COMPLETE THE CERTIFICATION AND INSTRUCTION ON THE
ACCOMPANYING CLASS A PROXY CARD. IF YOU DO NOT FILL IN THE BLANKS, IT WILL BE
ASSUMED THAT ALL THE CLASS A COMMON SHARES REPRESENTED BY YOUR PROXY WERE
ACQUIRED ON OR AFTER JULY 3, 1996, AND YOU WILL BE ENTITLED TO ONLY ONE VOTE PER
SHARE FOR ALL THOSE SHARES.
If you also hold Class B Common Shares, you will also find enclosed a proxy
card for Class B Common Shares of Smucker. Typically, your Class B Common Shares
are non-voting and you do not receive a proxy card with respect to your Class B
Common Shares. At this year's Annual Meeting, however, your Class B Common
Shares are entitled to vote on one matter. Regardless of when you acquired your
Class B Common Shares, you will be entitled to one vote per share with respect
to each of your Class B Common Shares.
If you have questions, please contact either our Corporate Secretary's
office or our Transfer Agent, Computershare Investor Services, LLC. Their
addresses and telephone numbers are listed in our Annual Report.
/s/ Tim Smucker
TIM SMUCKER
Chairman
/s/ Richard K. Smucker
RICHARD SMUCKER
President
<PAGE> 26
EXPRESS TERMS OF CLASS A SHARES
(a) Each outstanding Class A Share shall entitle the holder thereof to ten
votes on each matter properly submitted to the shareholders for their vote,
consent, waiver, release or other action, other than any matter submitted to the
shareholders for purposes solely of Article Fifth hereof; except that no holder
shall be entitled to exercise more than one vote on any such matter in respect
of any Class A Share with respect to which there has been a change in beneficial
ownership during the four years immediately preceding the date on which a
determination is made of the shareholders who are entitled to take any such
action; and except that no holder shall be entitled to exercise more than one
vote on any such matter in respect of any Class A Share if the aggregate voting
power such holder otherwise would be entitled to exercise as of the date of such
a determination (disregarding the voting power of any Class A Shares held by
such holder on August 20, 1985 or acquired by such holder in a transaction not
involving any change in beneficial ownership by reason of paragraph (c) of this
Division II) would constitute one-fifth or more of the voting power of the
Company and the holders of the Class A Shares have not authorized the ownership
of Class A Shares by such person as and to the extent contemplated by Article
Seventh hereof.
(b) A change in beneficial ownership of an outstanding Class A Share shall
be deemed to have occurred whenever a change occurs in any person or group of
persons who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares (1) voting power, which
includes the power to vote, or to direct the voting of such Class A Share, (2)
investment power, which includes the power to direct the sale or other
disposition of such Class A Share, (3) the right to receive or retain the
proceeds of any sale or other disposition of such Class A Share or (4) the right
to receive any distributions, including cash dividends, in respect of such Class
A Share.
(A) In the absence of proof to the contrary provided in accordance with
the procedures referred to in paragraph (d) of this Division II, a change in
beneficial ownership shall be deemed to have occurred whenever a Class A
Share is transferred of record into the name of any other person.
(B) In the case of a Class A Share held of record in the name of a trust
company, broker, nominee or clearing agency, if it has not been established
pursuant to such procedures that there has been no change in the person or
persons who direct the exercise of the rights referred to in clauses (b)(l)
through (b)(4) of this Division II with respect to such Class A Share during
the period of four years immediately preceding the date on which a
determination is made of the shareholders who are entitled to take any
action (or since August 20, 1985 for any period ending on or before August
19, 1989), then a change in beneficial ownership shall be deemed to have
occurred during such period.
(C) In the case of a Class A Share held of record in the name of any
person as a trustee, agent, guardian or custodian under the Uniform Gifts to
Minors Act as in effect in any state, a change in beneficial ownership shall
be deemed to have occurred whenever there is a change in the beneficiary of
such trust, the principal of such agent, the ward of such guardian or the
minor for whom such custodian is acting or in such trustee, agent, guardian
or custodian.
(D) In the case of Class A Shares beneficially owned by a person or
group of persons who, after acquiring directly or indirectly the beneficial
ownership of five percent of the outstanding Class A Shares, failed to
notify the Company of such ownership, a change in beneficial ownership of
such Class A Shares shall be deemed to occur on each day while such failure
continues.
(c) Notwithstanding anything in this Division II to the contrary, no change
in beneficial ownership shall be deemed to have occurred solely as a result of:
(1) any event that occurred prior to August 20, 1985 or pursuant to the
terms of any contract (other than a contract for the purchase and sale of
Class A Shares contemplating prompt settlement), including contracts
providing for options, rights of first refusal and similar arrangements in
existence on such date to which any holder of Class A Shares is a party;
(2) any transfer of any interest in a Class A Share pursuant to a
bequest or inheritance, by operation of law upon the death of any
individual, or by any other transfer without valuable consideration,
including a gift that is made in good faith and not for the purpose of
circumventing this Article Fourth;
(3) any change in the beneficiary of any trust, or any distribution of a
Class A Share from trust, by reason of the birth, death, marriage or divorce
of any natural person, the adoption of any natural person prior to age 18 or
the passage of a given period of time or the attainment by any natural
person of a specific age, or the creation or termination of any guardianship
or custodial arrangement;
(4) any appointment of a successor trustee, agent, guardian or custodian
with respect to a Class A Share if neither such successor has nor its
predecessor had the power to vote or to dispose of such Class A Share
without further instructions from others;
(5) any change in the person to whom dividends or other distributions in
respect of a Class A Share are to be paid pursuant to the issuance or
modification of a revocable dividend payment order; or
(6) any issuance of a Class A Share by the Company or any transfer by
the Company of a Class A Share held in treasury unless otherwise determined
by the Board of Directors at the time of authorizing such issuance or
transfer.
(d) For purposes of this Division II, all determinations concerning changes
in beneficial ownership, or the absence of any such change, shall be made by the
Company or, at any time when a transfer agent is acting with respect to the
Class A Shares, by such transfer agent on the Company's behalf. Written
procedures designed to facilitate such determinations shall be established by
the Company and refined from time to time. Such procedures shall provide, among
other things, the manner of proof of facts that will be accepted and the
frequency with which such proof may be required to be renewed. The Company and
any transfer agent shall be entitled to rely on all information concerning
beneficial ownership of the Class A Shares coming to their attention from any
source and in any manner reasonably deemed by them to be reliable, but neither
the Company nor any transfer agent shall be charged with any other knowledge
concerning the beneficial ownership of the Class A Shares.
(e) In the event of any stock split or stock dividend with respect to the
Class A Shares, each Class A Share acquired by reason of such split or dividend
shall be deemed to have been beneficially owned by the same person continuously
from the same date as that on which beneficial ownership of the Class A Share,
with respect to which such Class A Share was distributed, was acquired.
(f) Each Class A Share, whether at any particular time the holder thereof is
entitled to exercise ten votes or one, shall be identical to all other Class A
Shares in all respects, and together the Class A Shares shall constitute a
single class of shares of the Company.
<PAGE> 27
[SMUCKER'S LOGO]
VOTING PROCEDURES -- BENEFICIAL OWNERS
CLASS A AND CLASS B COMMON SHARES OF THE J. M. SMUCKER COMPANY
To All Banks, Brokers, and Nominees:
In accordance with the Amended Articles of Incorporation of The J. M.
Smucker Company ("Smucker"), shareholders who were holders of Class A Common
Shares of record on July 3, 2000, and who acquired Smucker Class A Common Shares
prior to July 3, 1996, will be able to cast ten votes per share on those shares
at the Annual Meeting to be held on August 15, 2000. Those holders of record who
acquired their Class A Common Shares on or after July 3, 1996, are, with certain
exceptions, entitled to cast one vote per share on the Class A Common Shares so
acquired.
To enable Smucker to tabulate the voting by beneficial owners of Class A
Common Shares held in your name, a special proxy card has been devised in
accordance with suggestions made by representatives of brokerage houses and
banks. On this card, the beneficial owner will certify the numbers of ten-vote
shares and one-vote shares, respectively, he or she is entitled to vote, and
will by the same signature give instructions as to the voting of those shares.
ALL UNCERTIFIED SHARES, WHETHER INSTRUCTED OR NOT, ARE TO BE LISTED AS ONE-VOTE
SHARES. THIS IS NOT TO BE REGARDED AS A NON-ROUTINE VOTE MERELY BECAUSE OF THE
NATURE OF THE VOTING RIGHTS OF THE COMMON SHARES. The beneficial owner proxy
card certification is as follows:
By signing below, the undersigned:
- instructs that this proxy be voted as marked; and
- certifies that of the total number of Class A Shares represented by
this proxy, ___________ have been owned since BEFORE July 3, 1996,
and ___________ were acquired ON OR AFTER July 3, 1996.
If no certification is made, it will be deemed that ALL Class
A Common Shares represented by this proxy were acquired on or
after July 3, 1996.
Please note, you do NOT have to TABULATE, only RECORD the numbers shown on
the certification. Please note also that you do NOT certify if you are a broker;
the beneficial owner certifies.
If you are a bank, you may wish to follow your usual procedures and furnish
the beneficial owner's proxy card to the beneficial owner for return directly to
Smucker's transfer agent. The beneficial owner will then complete the
certification before returning the card.
TYPICALLY, OUR CLASS B COMMON SHARES ARE NON-VOTING AND WE INSTRUCT YOU NOT
TO DELIVER PROXY CARDS TO HOLDERS OF CLASS B COMMON SHARES. AT THIS YEAR'S
ANNUAL MEETING, HOWEVER, THE CLASS B COMMON SHARES WILL BE ENTITLED TO VOTE ON
ONE MATTER. THEREFORE, WE HAVE DEVISED SEPARATE VOTING CARDS FOR THE CLASS A AND
CLASS B COMMON SHARES AND LABELED THE CARDS ACCORDINGLY. PLEASE DISTRIBUTE THE
APPROPRIATE CARDS TO THE HOLDERS OF CLASS A AND CLASS B COMMON SHARES. HOLDERS
OF BOTH CLASS A AND CLASS B COMMON SHARES SHOULD RECEIVE BOTH CARDS. PLEASE NOTE
THAT NONE OF THE CLASS B COMMON SHARES ARE ENTITLED TO TEN VOTES, AND THEREFORE
NO CERTIFICATION IS INCLUDED ON THE CLASS B PROXY CARD.
