Exhibit
99(h)
FORM OF
PROXY CARD FOR SHAREHOLDERS OF CLIFFS NATURAL RESOURCES
INC.
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VOTE BY INTERNET www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. on , 2008. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting
instruction form.
VOTE BY PHONE 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. on , 2008. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Cliffs Natural Resources Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Proxies submitted by the Internet or telephone must be received by 12:00 a.m., on ,
2008.
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TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS
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THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
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The Board of Directors recommends a vote FOR the
approval of proposals 1 and 2:
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1.
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TO ADOPT THE AGREEMENT AND PLAN OF MERGER DATED JULY 15, 2008,
BY AND AMONG CLIFFS NATURAL RESOURCES INC. (FORMERLY KNOWN AS
CLEVELAND-CLIFFS INC), ALPHA MERGER SUB, INC. (FORMERLY KNOWN AS
DAILY DOUBLE ACQUISITION, INC.) (MERGER SUB), AND
ALPHA NATURAL RESOURCES, INC. (PURSUANT TO WHICH, AS DESCRIBED
IN THE JOINT PROXY STATEMENT/PROSPECTUS
DATED ,
2008, MERGER SUB WILL MERGE WITH AND INTO ALPHA NATURAL
RESOURCES, INC. OR, UNDER CERTAIN CIRCUMSTANCES, MERGER SUB WILL
BE CONVERTED INTO A DELAWARE LIMITED LIABILITY COMPANY, AND
ALPHA NATURAL RESOURCES, INC. WILL MERGE WITH AND INTO MERGER
SUB) AND APPROVE THE ISSUANCE OF CLIFFS NATURAL RESOURCES INC.
COMMON SHARES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THE MERGER AGREEMENT.
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o FOR o AGAINST o
ABSTAIN
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2.
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TO APPROVE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING,
IF DEEMED NECESSARY OR APPROPRIATE BY THE PROXY HOLDERS, TO
PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE
THE ABOVE PROPOSAL.
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o FOR o AGAINST o
ABSTAIN
PLEASE INDICATE BY CHECKING THE
APPROPRIATE BOX
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WHETHER
YOU PLAN TO ATTEND THE SPECIAL MEETING
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o YES o NO
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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INSTRUCTIONS: |
Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian please give full title as such.
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IF YOU HAVE NOT VOTED VIA THE
INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,
DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
Dear
Shareholder,
We encourage you to take advantage of convenient ways to vote
your common shares
and/or
preferred stock. You may appoint your proxies to vote these
common shares
and/or
preferred stock electronically through the Internet or via
toll-free telephone, 24 hours a day, 7 days a week.
Please note that all proxy appointments through the Internet or
by telephone must be received by 12:00 a.m.,
on ,
2008.
If your shares are not registered in your own name and you would
like to attend the Special Meeting, please bring evidence of
your share ownership with you. You should be able to obtain
evidence of your share ownership from the bank, broker, trustee
or other nominee that holds the shares on your behalf.
Important Notice Regarding Internet Availability of Proxy
Materials for the Special Meeting: The Notice and
Joint Proxy Statement/Prospectus are available at
www.proxyvote.com.
PROXY CLIFFS NATURAL RESOURCES INC.
COMMON
SHARES AND/OR 3.25% REDEEMABLE CUMULATIVE
CONVERTIBLE PERPETUAL PREFERRED STOCK
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ,
2008 SPECIAL MEETING
The undersigned shareholder of Cliffs Natural Resources Inc.
hereby (i) appoints Joseph A. Carrabba, Laurie Brlas and George
W. Hawk, Jr. as proxies of the undersigned, each with the
power of substitution and resubstitution, and hereby authorizes
each of them to represent and to vote for the undersigned all of
Cliffs Natural Resources Inc. common shares
and/or
shares of the 3.25% Redeemable Cumulative Convertible Perpetual
Preferred Stock, without par value, held of record by the
undersigned on October 6, 2008 (the Record
Date), which the undersigned is entitled to vote at the
special meeting of the shareholders of Cliffs Natural Resources
Inc. to be held
on ,
2008 (the Special Meeting), and any postponement(s)
or adjournment(s) thereof as stated on the reverse side and/or
(ii) directs T. Rowe Price Trust Company, as directed Trustee,
to appoint Joseph A. Carrabba, Laurie Brlas and George W. Hawk,
Jr., as proxies of the undersigned, each with power of
substitution and resubstitution, to vote at the Special Meeting
(and any postponement(s) or adjournment(s) thereof) all Cliffs
Natural Resources Inc. common shares credited to the account of
the undersigned in the Northshore Mining Company and Silver Bay
Power Company Retirement Savings Plan (the Plan) as
of the Record Date as stated on the reverse side.
To the extent the Trustee has not received the directions from
the undersigned by 5:00 p.m. Eastern Time
on ,
2008 with respect to any Plan shares, such Plan shares will not
be voted at the Special Meeting.
You are encouraged to specify your choices by marking the
appropriate boxes, SEE REVERSE SIDE, but you need not mark any
boxes if you wish to vote in accordance with the Board of
Directors recommendations. It is very important that these
shares are represented at this meeting, whether or not you
attend the meeting in person. To make sure these shares are
represented, we urge you to complete and mail the proxy card on
the reverse side or to use the Internet or toll-free telephone
voting system.
This proxy when properly signed will be voted in the manner
directed herein. If no direction is made, this proxy will be
voted FOR the proposal to adopt the Agreement and
Plan of Merger dated July 15, 2008, by and among Cliffs
Natural Resources Inc. (formerly known as Cleveland-Cliffs Inc),
Alpha Merger Sub, Inc. (formerly known as Daily Double
Acquisition, Inc.) and Alpha Natural Resources, Inc. and approve
the issuance of Cliffs Natural Resources Inc. common shares in
connection with the merger and FOR the proposal to
approve adjournment or postponement of the Special meeting, if
necessary, to permit further solicitation of proxies if there
are not sufficient votes at the time of the Special Meeting to
adopt the merger agreement and approve the issuance of Cliffs
Natural Resources Inc. common shares in connection with the
merger.
PLEASE
VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.