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Exhibit 99.02
RMI.NET, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
November 28, 2000
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of RMI.NET, Inc. ("RMI") hereby appoints
Douglas H. Hanson and Christopher J. Melcher, or any of them, with full power of
substitution, as proxy holders to cast all votes, as designated below, which the
undersigned stockholder is entitled to cast at the Special Meeting of
Stockholders (the "Special Meeting") to be held on November 28, 2000 at 11:00
a.m. (local time) at the Hotel Monaco, 1717 Champa Street, Denver, Colorado
80202, upon the following matters and any other matters as may properly come
before the Special Meeting or any adjournments thereof.
1. Proposal to approve the Amended and Restated Agreement and Plan of Merger
dated as of October 18, 2000, by and among the RMI.NET, Inc., Internet
Acquisition Corporation, a wholly owned subsidiary of RMI, and Internet
Communications Corporation. As a result of the merger, Internet
Communications Corporation will become a wholly owned subsidiary of RMI.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Proposal to approve the amendment to Article 1 of RMI's Amended and
Restated Certificate of Incorporation, as amended, to change the name of
RMI from RMI.NET, Inc. to Internet Commerce & Communications, Inc., subject
to completion of the proposed merger between RMI and Internet
Communications Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted as directed by the
undersigned stockholder and in accordance with the best judgment of the proxies
as to other matters. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR"
PROPOSALS 1 and 2, AND IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXY HOLDERS
AS TO OTHER MATTERS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
The undersigned hereby acknowledges prior receipt of the Notice of
Special Meeting of Stockholders and Joint Proxy Statement / Prospectus dated
October __, 2000, and hereby revokes any proxy or proxies heretofore given. This
Proxy may be revoked at any time before it is voted by delivering to the
Secretary of RMI either a written revocation of proxy or a duly executed proxy
bearing a later date, or by appearing at the Special Meeting and voting in
person.
If you receive more than one proxy card, please sign and return all
cards in the accompanying envelope.
Date: , 2000
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Signature of Stockholder or Authorized Representative
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Signature of Stockholder or Authorized Representative
(if held jointly)
Please date and sign exactly as name appears hereon.
Each executor, administrator, trustee, guardian,
attorney-in-fact, and other fiduciary should sign and
indicate his or her full title. In the case of stock
ownership in the name of two or more persons, all
persons should sign.
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[ ] I PLAN TO ATTEND THE NOVEMBER 28, 2000 SPECIAL MEETING OF STOCKHOLDERS
PLEASE COMPLETE, DATE AND SIGN THIS PROXY, AND RETURN IT PROMPTLY TO ENSURE A
QUORUM AT THE MEETING. IT IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES. DELAY
IN RETURNING YOUR PROXY MAY SUBJECT RMI TO ADDITIONAL EXPENSE.
