All shares of America Online common stock represented by properly executed
proxies or voting instructions received before or at the America Online special
meeting and all shares of Time Warner common stock and preferred stock
represented by properly executed proxies or voting instructions received before
or at the Time Warner special meeting will, unless the proxies or voting
instructions are revoked, be voted in accordance with the instructions
indicated on those proxies or voting instructions. If no instructions are
indicated on a properly executed proxy card or voting instructions, the shares
will be voted FOR adoption of the merger agreement. You are urged to mark the
box on the proxy card to indicate how to vote your shares. A Time Warner
stockholder of record may not appoint more than three persons to act as his or
her proxy at the Time Warner special meeting.
If a properly executed proxy card or voting instruction is returned and the
stockholder has abstained from voting on adoption of the merger agreement, the
America Online common stock or Time Warner common stock or preferred stock
represented by the proxy or voting instructions will be considered present at
the special meeting for purposes of determining a quorum, but will not be
considered to have been voted in favor of adoption of the merger agreement. 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 an executed proxy card is returned
by a broker or bank holding shares which indicates that the broker or bank does
not have discretionary authority to vote on adoption of the merger agreement,
the shares will be considered present at the meeting for purposes of
determining the presence of a quorum, but will not be considered to have been
voted in favor of adoption of the merger agreement. Your broker or bank will
vote your shares only if you provide instructions on how to vote by following
the information provided to you by your broker.
Because adoption of the merger agreement requires, in the case of America
Online, the affirmative vote of at least a majority of the shares of America
Online's common stock outstanding on the record date and, in the case of Time
Warner, the affirmative vote of the holders of a majority of the voting power
of the shares of Time Warner common stock and Time Warner preferred stock
outstanding on the record date, voting together as one group, abstentions,
failures to vote and broker non-votes will have the same effect as a vote
against adoption of the merger agreement.
Neither America Online nor Time Warner expects that any matter other than
adoption of the merger agreement will be brought before its special meeting.
If, however, other matters are properly presented, the persons named as proxies
will vote in accordance with their judgment with respect to those matters,
unless authority to do so is withheld on the proxy card.
A stockholder may revoke his or her proxy at any time before it is voted by:
. notifying in writing the Corporate Secretary of America Online, Inc. at
22000 AOL Way, Dulles, Virginia 20166, if you are an America Online
stockholder, or the Secretary of Time Warner Inc. at 75 Rockefeller
Plaza, New York, New York 10019, if you are a Time Warner stockholder;
. granting a subsequently dated proxy; or
. appearing in person and voting at the special meeting if you are a
holder of record.
Attendance at the special meeting will not in and of itself constitute
revocation of a proxy.
Voting Electronically or by Telephone
Instead of submitting your vote by mail on the enclosed proxy card or voting
instructions, many stockholders will have the option to submit their proxies or
voting instructions electronically through the Internet or by telephone. Please
note that there are separate arrangements for using the Internet and telephone
depending on whether your shares are registered in your company's stock records
in your name or in the name of a brokerage firm or bank. Stockholders should
check their proxy card or voting instructions forwarded by their broker, bank
or other holder of record to see which options are available.