AMERICA ONLINE, INC.
THIS PROXY IS BEING SOLICITED ON BEHALF OF
AMERICA ONLINE, INC.'S BOARD OF DIRECTORS
The undersigned, revoking previous proxies relating to these shares, hereby
acknowledges receipt of the Notice and the joint proxy statement-prospectus
dated _________, 2000 in connection with the special meeting to be held at
___:00 a.m. local time on ________, 2000 at ______________________, and hereby
appoints Stephen M. Case, J. Michael Kelly and Paul T. Cappuccio and each of
them (with full power to act alone), the attorneys and proxies of the
undersigned, with power of substitution to each, to vote all the shares of
common stock of America Online, Inc. registered in the name provided on this
proxy card, which the undersigned is entitled to vote at the special meeting of
stockholders, and at any adjournment or adjournments of the special meeting,
with all the powers the undersigned would have if personally present. Without
limiting the general authorization given, the proxies are, and each of them is,
instructed to vote or act as follows on the proposal described in this proxy.
When properly executed, this proxy will be voted in the manner directed on the
reverse side by the undersigned stockholder. If no direction is made
will be voted FOR proposal 1 on the reverse side, and in the discretion of the
proxies on any other business matters or proposals as may properly come before
the special meeting or any adjournment of the special meeting. Abstaining or
failing to vote at all will have the same effect as voting against proposal 1.
SEE REVERSE SIDE FOR PROPOSAL 1. If you do not sign and return this proxy card,
vote by telephone or through the Internet, or attend the meeting and vote by
ballot, your shares cannot be voted. If you wish to vote in accordance with the
Board of Directors' recommendations, just sign on the reverse side. You need
not mark any boxes.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE