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The Transaction—Interests of Certain Persons in the ...

To Our Shareholders: You are cordially invited to attend a special meeting of the shareholders of Eaton Corporation to be held on October 26, 2012 at 3 local time, at Eaton Center, located at 1111 Superior Avenue, Cleveland, Ohio 44114. As previously announced, on May 21, 2012, Eaton entered into a transaction agreement with Cooper Industries plc to acquire Cooper through the formation of a new holding company incorporated in Ireland that will be renamed Eaton Corporation plc, which is referred to as New Eaton. The acquisition of Cooper will be effected by means of a scheme of arrangement under Irish law, subject to the approval of the Irish High Court.

table of contents page questions and answers about the transaction and the special meetings . . 1 summary ..... 11

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