Exhibit 99.5
[PRELIMINARY COPY]
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| [M41721-P20783] | KEEP THIS PORTION FOR YOUR RECORDS | |
| THIS SPECIAL MEETING PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
EATON CORPORATION
The Board of Directors recommends you vote FOR Proposals 1, 2, 3 and 4.
| For | Against | Abstain | ||||||
| 1. | Adopting the transaction agreement, dated May 21, 2012, among Eaton Corporation, Cooper Industries plc, New Eaton Corporation (f/k/a Aberion Limited), Aberion II Limited (f/k/a Comdell Limited), Turlock B.V. and Turlock Corporation, as amended by amendment no. 1 to the transaction agreement, dated June 22, 2012, and approving the merger. | ¨ | ¨ | ¨ | ||||
| 2. | Approving the reduction of capital of New Eaton to allow the creation of distributable reserves of New Eaton which are required under Irish law in order to allow New Eaton to make distributions and to pay dividends and repurchase or redeem shares following completion of the transaction. | ¨ | ¨ | ¨ | ||||
| 3. | Approving, on an advisory basis, specified compensatory arrangements between Eaton and its named executive officers relating to the transaction agreement. | ¨ | ¨ | ¨ | ||||
| 4. | Approving any motion to adjourn the special meeting, or any adjournments thereof, to another time or place if necessary or appropriate (i) to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the transaction agreement, (ii) to provide to our shareholders in advance of the special meeting any supplement or amendment to the joint proxy statement/prospectus or (iii) to disseminate any other information which is material to our shareholders voting at the special meeting. | ¨ | ¨ | ¨ | ||||
NOTE: IN THEIR DISCRETION, THE PROXIES NAMED ON THE REVERSE SIDE OF THIS CARD
ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
For address changes/comments, mark here. ¨
(see reverse for instructions)
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate or
partnership name, by authorized officer.
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
Are available at [www.proxyvote.com]
[M41721-P20783]
SPECIAL MEETING PROXY CARDEATON CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [Month Day, Year]
The undersigned acknowledges receipt of the Notice of Special Meeting of Shareholders and the accompanying joint proxy statement/prospectus and, revoking any proxy or voting instructions previously given, hereby appoints A. M. Cutler M. M. McGuire and T. E. Moran as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as indicated on the reverse side of this card, all of the Eaton common shares held by the undersigned at the close of business on [record date], at a Special Meeting of Shareholders to be held at Eaton Center, 1111 Superior Ave., Cleveland, Ohio 44114 on [meeting date], at [meeting time] [local time] and at any adjournments thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors recommendations.
| Address Changes/Comments: | ||||||
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
This form must be completed, signed and dated on reverse side.