[AMERICA ONLINE LOGO]
AMERICA ONLINE, INC.
22000 AOL Way
Dulles, Virginia 20166
Notice of Special Meeting of America Online Stockholders
[ ], 2000
[ ] at [ ]:00 A.M.
To the stockholders of America Online, Inc.:
Notice is hereby given that a special meeting of stockholders of America
Online, Inc. will be held on [ ], 2000 at [ ]:00 a.m., local time, at
[ ] for the following purposes:
1. To consider and vote upon a proposal to adopt a merger agreement
between America Online and Time Warner pursuant to which America Online
and Time Warner will each become a wholly owned subsidiary of a new
holding company that will be named AOL Time Warner Inc. and each share
of America Online common stock will be automatically converted into one
share of AOL Time Warner common stock.
2. To transact any other business as may properly come before the special
meeting or any adjournment or postponement of the special meeting.
These items of business are described in the attached joint proxy statement-
prospectus. Holders of record of America Online common stock at the close of
business on [ ], 2000, the record date, are entitled to notice of, and to vote
at, the special meeting and any adjournments or postponements of the special
Your vote is very important, regardless of the number of shares you own.
Please vote as soon as possible to make sure that your shares are represented
at the meeting. To vote your shares, you may complete and return the enclosed
proxy card or you may be able to submit your proxy or voting instructions by
telephone or the Internet. If you are a holder of record, you may also cast
your vote in person at the special meeting. If your shares are held in an
account at a brokerage firm or bank, you must instruct them on how to vote your
shares. If you do not vote or do not instruct your broker or bank how to vote,
it will have the same effect as voting against the merger.
By order of the board of directors of
America Online, Inc.
Sheila A. Clark
[ ], 2000