Notice of Plan Administrator Change

Transcription

1 . Notice of Plan Administrator Change Please note that the administrator for this plan is now Computershare Trust Company, N.A. Computershare Inc. acts as service agent to Computershare Trust Company, N.A. under the plan. The terms and conditions of this plan remain in force. To contact the plan administrator or view online information about this plan, please visit Check this website often for exciting new features and services. To call the plan administrator, you may continue to use the telephone number listed in the accompanying documentation. All written correspondence should be mailed to the plan administrator at: Computershare P.O. Box Providence, RI All correspondence should contain your account number and the name of the corporation that appears on your stock certificate or account statement. Please retain this notice for future reference 00SXNA 002CS15518 Admin/Add 11-07

2 Dividend Reinvestment Plan and Cash Contribution Feature A Service For Shareholders Of Pall Corporation Administered By EquiServe Trust Company, N.A. Shareholder Services P.O. Box Providence, RI

3 Dear Shareholder: This Dividend Reinvestment Plan provides shareholders interested in purchasing additional shares of Pall Corporation Common Stock an opportunity to do so automatically, on a regular basis, and without paying fees and commissions. Participation is entirely voluntary and may be terminated at any time upon your request. If you decide to participate, you may also make voluntary cash payments to be used toward the purchase of more shares in the Corporation. To be eligible to enter the Plan, you must own at least 50 shares of Pall Common Stock. If you terminate your participation in the Plan, you will need to own at least 50 shares to re-enter the Plan. This Plan is being administered by EquiServe Trust Company, N.A. which will act as agent for all who choose to participate.we believe you will find the Plan a convenient and inexpensive way to increase your holdings in Pall Corporation. The details of this Plan and its benefits to you as a Pall shareholder are described in this brochure. Sincerely, Eric Krasnoff Chairman and Chief Executive Officer

4 Dividend Reinvestment Plan This Plan is only available to shareholders of record who own at least 50 shares. The Dividend Reinvestment Plan is sponsored and administered by EquiServe Trust Company, N.A. ("EquiServe"), a federally chartered trust institution, not by Pall. EquiServe, Inc., an affiliate of EquiServe and a transfer agent registered with the Securities and Exchange Commission, acts as service agent for EquiServe. The Plan provides two convenient methods for increasing your investment in Pall Corporation Common Stock: Dividend Reinvestment - for all or part of your dividends on a minimum of 50 shares of Pall Common Stock and voluntary cash payments you choose to make. Voluntary Cash Only - of any amount from $100 on up - to a maximum of $5,000 per month. You may elect either of these options. If you elect the Voluntary Cash Only Option, you will continue to receive cash dividends, as declared, on those shares registered in your name. Key Features: You pay no brokerage commissions or service charges on stock purchases. The Plan is entirely voluntary.you may terminate your participation at any time by giving written notice to EquiServe.To be effective on any given dividend payment date, the notice to terminate must be received by EquiServe five business days before the record date for that payment. Upon termination, you will receive a stock certificate for the number of full shares of Pall Common Stock credited to your Plan account and a check for any fraction of a share, valued at the then current market price of the stock less any brokerage commission. If you prefer, EquiServe will sell all the shares that have been purchased for you under the Plan and send you a check for the proceeds, less any brokerage commission and any other costs of sale.

5 The Plan provides a systematic way for you to use your dividends and/or cash to purchase additional shares of Pall Common Stock. Under Dividend Reinvestment, even small dividend amounts are utilized. You can reinvest dividends on less than all of the shares registered in your name and continue to receive dividends on the remaining shares, provided that dividends on at least 50 shares are reinvested. Voluntary cash payments of any amount from $100 to a maximum of $5,000 per month can be invested. You may also send EquiServe your other Pall Common Stock certificates for safekeeping, free of charge. Because you bear the risk of loss in sending stock certificates to EquiServe, it is recommended that your certificates be sent by registered or certified mail with return receipt requested, or some other form of traceable mail and properly insured. Certificates must not be endorsed. Whenever certificates are issued to you either upon your request or upon termination of your participation, new, differently numbered certificates will be issued. Dividends will be reinvested on shares represented by the certificates deposited with EquiServe. You are sent an easy-to-understand statement from EquiServe each time your dividends and/or cash payments are invested. All shares purchased through the Plan are held for you by EquiServe, unless you request a stock certificate.this convenience provides protection against certificates being lost, misplaced or stolen. How The Plan Works: Dividend Reinvestment (with voluntary cash option) If you choose either the full or partial reinvestment options, you authorize Pall to pay all or part of your dividends to EquiServe for purchase of Pall Common Stock. A minimum of 50 shares is required for participation.when the shares for Plan participants are purchased, your account is

6 credited with full shares and any fraction of a share. Participants can also invest cash as often as once a month in varying amounts from $100 up - to a maximum of $5,000 - to purchase Pall Common Stock. If you choose either option you need not make any cash investments. Voluntary Cash Only If you elect this Option, you can invest cash in the same way as is described above under Dividend Reinvestment, but there will not be any automatic reinvestment of your dividends except on shares held by EquiServe in your Plan account.you will continue to receive cash dividends on your certificate shares provided the certificates have not been deposited with EquiServe for safekeeping. Features Common To Both Options All cash can be sent to EquiServe by check (make payable to EquiServe -Pall, DRP). EquiServe will not accept cash, traveler's checks, money orders, or third party checks. All shares held by EquiServe in your Plan account will earn future dividends which will be reinvested for you in more shares of Pall Common Stock. For your convenience, EquiServe will retain shares in your Plan account unless you request stock certificates. If you do request stock certificates, they will be sent to you promptly. Upon termination of your participation in the Plan, unless you instruct otherwise, stock certificates of Pall Common Stock will be issued in your name and sent to you.you will receive all future dividends on such stock. You may, however,request that shares in your Plan account be sold, in which case you must bear the cost of any brokerage commissions and any other costs of sale. Purchases Voluntary cash payments will be invested beginning on the 10th calendar day of each month in which no dividend is payable unless that is not a business day, in which case the investment will be made on the next business

7 day. In the months in which dividends are ordinarily paid, voluntary cash payments and dividends will be invested concurrently on the dividend payment date. Dividends are customarily paid early in the months of February, May, August and November. No interest will be paid on funds held by EquiServe pending investment. You may obtain a refund of any voluntary cash payment if a written request for such refund is received by EquiServe more than 48 hours before each investment. Stock Splits And Dividends All stock splits and stock dividends (including fractional shares) on Pall Common Stock held in your Plan account will be credited by EquiServe to your Plan account as issued by Pall. Cost To You For Plan participants, there are no brokers commissions and no fees or service charges connected with stock purchases. These costs are paid by Pall. Income Tax Information Even though your dividends will be reinvested, they are subject to income taxes as if they were paid to you in cash. In addition, the Internal Revenue Service has ruled that the amount of brokerage commissions paid by Pall Corporation on your behalf is to be treated as a distribution to you which is subject to income tax in the same manner as your dividends. The IRS has further ruled that the amount paid for brokerage commissions is includable in your cost basis of shares purchased.the information return sent to you and the Internal Revenue Service at year-end will show the amount paid on your behalf. Enrollment As a Pall shareholder owning 50 shares or more, you can enroll in the Plan by signing the enclosed ENROLLMENT AUTHORIZATION FORM - check the box for the option you prefer and return it to EquiServe. Do not check both options.

8 If you elect the Voluntary Cash Only feature, be sure to include your check in any amount from $100 to $5,000. Participants can sign up at any time. If your completed card is received by EquiServe five days before the record date for a dividend payment, the Plan will go into effect for you with that payment. Record dates are ordinarily late in the months of January,April, July and October. Voting You can vote full shares acquired under the Plan whether the shares are held by EquiServe or by you. Fractional shares will not be voted. Correspondence All communications regarding the Dividend Reinvestment Plan should be addressed to EquiServe Trust Company, N.A. at the following address: EquiServe Trust Company, N.A. Shareholder Services P.O. Box Providence, RI Tel: Messages forwarded on the Internet will be responded to promptly. Be sure to include a reference to Pall Corporation. Terms and Conditions 1. As agent for the shareholder, EquiServe Trust Company, N.A. ("EquiServe") will in accordance with each shareholder's authorization: (a) apply all or part of the cash dividends on a minimum of 50 shares of Pall Corporation Common Stock held by the participant and on any full shares or fractional interest in one share (to four decimal places) acquired by the participant through the Plan, to the purchase of full and fractional shares of Pall Common Stock for such participant,

9 and/or (b) apply all cash payments of $100 to $5,000 (not to exceed $5,000 per month) received from the participant for such purpose, as the participant may elect, together with cash dividends on shares acquired for such participant under the Plan, to the purchase of full and fractional shares of Pall Common Stock for the participant's account. The purchases, as described in (a) and (b) above, may be made on any securities exchange where such shares are traded, in the over-the-counter market, or by negotiated transactions and may be subject to such terms with respect to price, delivery, etc.,as EquiServe may agree to.neither Pall nor any shareholder shall have any authority or power to direct the time or price at which shares may be purchased, or the selection of the broker or dealer through or from whom purchases are to be made. Any voluntary cash payment will be refunded if the participant s written request for a refund is received by EquiServe more than 48 hours before the next succeeding investment. 2. Voluntary cash payments received prior to the 5th day of any month (or the next following business day if the 5th day is not a business day) will be invested on the investment date. In the months in which dividends are paid, voluntary cash payments and dividends will be invested concurrently beginning on the dividend payment date. For the purpose of making purchases, EquiServe will commingle each participant's funds with those of all other holders of Pall Common Stock who are participants in the Plan. EquiServe will make every effort to invest voluntary cash payments and any dividends it receives promptly on each investment date and in no event later than 30 days from such date except where delay is necessary under any applicable federal securities laws. 3. The price per share of shares of Pall

10 Common Stock purchased for each participant's account shall be the average price of all such shares purchased for that month. EquiServe will hold the total shares of Pall Common Stock purchased for all participants in the name of its nominee and will have no responsibility for the value of such shares after their purchase. 4. A statement describing any voluntary cash payments and any dividends invested, the number of shares of Pall Common Stock purchased, the price per share, and the total shares of Pall Common Stock accumulated under the Plan will be mailed to each participant by EquiServe as soon as practicable after completion of each investment for a participant's account. Dividends paid on the accumulated shares, and brokerage commissions paid on each participant's behalf by Pall, will be included in the Form 1099 DIV information return to the Internal Revenue Service and only one Form 1099 DIV will be sent to each participant. 5. Participants may obtain, without charge, a certificate or certificates for all or part of the full shares of Pall Common Stock credited to their accounts at any time by making a request in writing to EquiServe. Participants who wish to do so may deposit Pall Common Stock certificates registered in their names for credit as accrued shares held under the Plan.There is no charge for such deposits. Dividends will be reinvested on shares represented by the certificates deposited with EquiServe. 6. Participation in the Plan may be terminated by a participant at any time by written instructions to that effect to EquiServe. To be effective on any given dividend payment date, the notice to discontinue must be received by EquiServe five days before the record date for that payment. If a notice to discontinue is received by EquiServe on or after the 5th business day prior to a record date for a dividend payment, such notice to discontinue may not become effective until

11 such dividend has been reinvested and the shares purchased are credited to the participant s account under the Plan. EquiServe, in its sole discretion, may either pay such dividend in cash or reinvest it in shares on behalf of the terminating participant. EquiServe may terminate, for whatever reason at any time as it may determine in its sole discretion, a participant s participation in the Plan upon mailing a notice to terminate to the participant at the participant s address as it appears on EquiServe s records. Upon termination, a participant will receive certificates for the full shares of Pall Common Stock credited to the participant s account unless the sale of all or part of such shares is requested by the participant. Such sale may, but need not, be made by purchase of the shares for the account of other participants, and any such transaction shall be deemed to have been made at the then current market price less any brokerage commissions and any other costs of sale. Fractional shares credited to a terminating account will be paid for in cash at the then current market price less any brokerage commissions. 7. A participant will have the sole right to vote full shares held by EquiServe in that participant's account under the Plan on the record date for a vote. Proxies with respect to Pall Common Stock sent to a participant by EquiServe, as Transfer Agent, will include the number of full shares held for the participant under the Plan. 8. Any stock dividends or split shares of Pall Common Stock distributed on shares held by EquiServe for a participant will be credited to the participant s account. In the event that Pall makes available to its shareholders rights to subscribe to additional shares, debentures, or other securities, the full shares held for a participant under the Plan will be added to other shares held by the participant in calculating the number of rights to be issued to such participant. 9. EquiServe shall not be liable under the Plan

12 for any act done in good faith or for any good faith omission to act including, without limitation, any claims for liability (1) arising out of failure to terminate a participant s participation in the Plan upon the participant's death prior to receipt of notice in writing of such death, and (2) with respect to the prices at which shares are purchased or sold for participants accounts and the time such purchases or sales are made. 10.The Tax Equity and Fiscal Responsibility Act of 1982 ( TEFRA ) imposes certain reporting obligations upon brokers and other middlemen. As a result, EquiServe Trust Company, N.A. will be required to report to the Internal Revenue Service and the participant any sales of stock by it on behalf of a participant. 11.The terms and conditions of the Plan and its operation shall be governed by the laws of the Commonwealth of Massachusetts.

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