<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A (RULE 14A-101) INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the registrant /x/
Filed by a Party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RSL COMMUNICATIONS, LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box): /x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
- ------------------
(1) set forth the amount on which the filing fee is calculated and state how it
was determined.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
[LOGO OF RSLCOM]
RSL COMMUNICATIONS, LTD.
NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS
A Special General Meeting of shareholders of RSL COMMUNICATIONS, LTD., a
Bermuda company, will be held at the offices of Conyers, Dill & Pearman,
Clarendon House, Church Street, Hamilton HM CX, Bermuda, on February 4, 2000 at
10:00 a.m. (local time), for the following purpose:
1. To approve a proposal to amend our bye-laws to authorize the issuance of
preferred shares by our board of directors, without any further action
by our shareholders, from time to time in one or more series with the
designations, preferences, rights, qualifications, limitations and
restrictions relating to such series, including voting rights, dividend
rights, dividend rates, conversion rights, terms of redemption,
redemption prices, liquidation preferences and the number of shares
constituting any series, as our board of directors sees fit.
Only shareholders of record at the close of business on January 19, 2000
are entitled to notice of and to vote at the meeting and any adjournments
thereof.
IT IS IMPORTANT THAT ALL SHAREHOLDERS BE REPRESENTED AT THE MEETING. IF YOU
HELD OUR SHARES ON JANUARY 19, 2000, YOU MAY VOTE BY EITHER: (1) SIGNING AND
RETURNING PROMPTLY THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE; (2)
ATTENDING THE MEETING AND VOTING IN PERSON; OR (3) VOTING BY TELEPHONE AS
DIRECTED ON THE ENCLOSED PROXY CARD. VOTING BY WRITTEN PROXY OR BY TELEPHONE
WILL NOT LIMIT YOUR RIGHT TO VOTE AT THE MEETING IF YOU ATTEND IN PERSON.
By Order of the Board of Directors,
Michael Ashford
Secretary
Hamilton, Bermuda
January 28, 2000
<PAGE>
[LOGO OF RSLCOM]
RSL COMMUNICATIONS, LTD.
-------------------------------------------------------------------------
PROXY STATEMENT FOR
SPECIAL GENERAL MEETING OF SHAREHOLDERS
FEBRUARY 4, 2000
-------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation of
proxies by the board of directors of RSL COMMUNICATIONS, LTD., a Bermuda
company, for use at a special general meeting of our shareholders to be held at
the offices of Conyers, Dill & Pearman, Clarendon House, Church Street, Hamilton
HM CX, Bermuda, on February 4, 2000 at 10:00 a.m. (local time), and at any
adjournments thereof.
Our headquarters and registered office is located at Clarendon House,
Church Street, Hamilton HM CX, Bermuda. We also maintain offices at 767 Fifth
Avenue, Suite 4300, New York, New York 10153. This proxy statement and the
enclosed form of proxy was first sent to shareholders on approximately January
28, 2000.
We will bear the cost of preparing, assembling and mailing the enclosed
form of proxy, this proxy statement and other materials that may be sent to
shareholders in connection with this solicitation. It is important that all
shareholders be represented at the special general meeting. If you held our
shares on January 19, 2000, you may vote by either: (1) signing and returning
promptly the enclosed proxy card in the accompanying envelope; (2) attending the
meeting and voting in person; or (3) voting by telephone as directed on the
enclosed proxy card.
Your method of voting prior to the meeting will not limit your right to
vote at the meeting if you attend in person. Our officers and other employees
may solicit proxies by mail, telephone, telefax and personal interview, for no
additional compensation. We may reimburse persons holding shares in their names
or in the names of nominees for their reasonable expenses in sending proxies and
proxy material to their principals.
If you vote, whether by telephone or mail, you will retain the right to
revoke your instructions at any time (1) by subsequently voting by the same or a
different method, (2) by notice in writing to our Secretary or (3) by voting in
person at the meeting. All shares represented by properly submitted
proxies--whether by telephone or mail--and not revoked will be voted at the
meeting in accordance with the instructions given in the proxies. If we receive
more than one set of instructions from you before the meeting, we will vote your
shares once, in accordance with you last instructions. If your shares are
registered in the name of a brokerage firm or bank and you sign a proxy card,
but you do not give voting instructions, your shares will be voted as
recommended by our board of directors.
Shareholders of record holding our Class A common shares, par value
$0.00457 per share at the close of business on January 19, 2000 are entitled to
one vote for each share then held. Shareholders of record of our Class B common
shares, par value $0.00457 per share at the close of business on January 19,
2000 are entitled to 10 votes for each share then held. Holders of our Class A
common shares and holders of our Class B common shares vote together as a single
class. On January 19, 2000, we had 31,026,791 Class A common shares and
24,267,283 Class B common shares issued and outstanding.
<PAGE>
Shareholders vote at the meeting by casting ballots (in person or by
proxy), which are tabulated by a person who is appointed by our board of
directors before the meeting to serve as inspector of election and who has
executed and verified an oath of office. The presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the total number of votes
entitled to be cast on each matter to be voted upon at the meeting constitutes a
quorum as to each such matter. Abstentions and broker "non-votes" are included
in the determination of the number of shares present at the meeting for quorum
purposes, but abstentions and broker "non-votes" are not counted in the
tabulations of the votes cast on proposals presented to shareholders. Broker
"non-votes" are not counted in the tabulations of the votes cast on proposals
presented to the shareholders because shares held by a broker are not considered
to be entitled to vote on matters as to which brokers lack (or elect not to
exercise) discretionary power. A broker "non-vote" occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner or has discretionary
power but elects not to exercise it.
The board of directors does not intend to present and knows of no other
person who intends to present at the meeting any matter or business other than
those set forth in the accompanying Notice of Special General Meeting of
Shareholders.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information as of December 31, 1999 with
respect to the beneficial ownership of our common shares and with respect to
voting power by each director, by the named executive officers, and by all
directors and executive officers as a group and by each shareholder we know
beneficially owns more than 5% of any class of our outstanding voting
securities. Each of the shareholders identified in the table has sole voting and
investment power over the shares they beneficially own, except as otherwise
noted in the footnotes to this table.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
------------------------------------------------
OVERALL VOTING POWER AND
CLASS A COMMON OWNERSHIP OF COMMON SHARES
SHARES(1) CLASS B COMMON SHARES ----------------------------
--------------------- ----------------------- % OF VOTING
NUMBER PERCENT NUMBER PERCENT POWER(2) % OWNERSHIP(2)
--------- ------- ---------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Ronald S. Lauder (3)............... 6,209(4) * 15,941,427(5)(6) 64.5% 57.3 28.7
Itzhak Fisher (3).................. 177,839 * 3,132,642(7) 12.9 11.5 6.0
Leonard A. Lauder (3).............. 3,626(8) * 5,733,176(6)(9) 23.6 21.0 10.4
RSL Investments Corporation (3).... -- -- 9,496,295 39.1 34.7 17.2
EL/RSLG Media, Inc. (3)............ -- -- 1,814,579(6) 7.5 6.6 3.3
Jacob Z. Schuster (3).............. 42,845(10) * 1,646,559(10) 6.8 6.0 3.1
Gustavo A. Cisneros (11)........... 2,444,740(12) 7.9 -- -- * 4.4
Coral Gate Investments Ltd. (11)... 2,441,114(13) 7.9 -- -- * 4.4
Nir Tarlovsky (3).................. 863,199(14) 2.8 -- -- * 1.6
Nesim N. Bildirici (3)............. 510,283(15) 1.7 87,958 * * 1.1
Eugene A. Sekulow.................. 48,426(16) * -- -- * *
Fred H. Langhammer (3)............. 30,852(17) * -- -- * *
Richard E. Williams................ 266,828(18) * -- -- * *
Nicolas G. Trollope................ 1,000(19) * -- -- * *
All directors and executive
officers as a group (19
persons)......................... 4,026,828(20) 12.9 24,727,183(21) 100.0 88.6 50.6
Metro Holding AG (22).............. 3,214,284 10.4 -- -- 1.2 5.8
Essex Investment Management Company
(23)............................. 1,792,045 5.8 -- -- * 3.3
Putnam Investments (24)............ 2,768,550 9.0 -- -- 1.0 5.0
Janus Capital Corporation (25)..... 1,589,215 5.2 -- -- * 2.9
</TABLE>
- ------------------
* Less than 1%.
(1) Except as otherwise noted in a footnote to this table, the foregoing does
not include (a) 24,267,283 Class A common shares issuable upon the
conversion of outstanding Class B common shares, (b) 459,900 Class A common
shares issuable upon the conversion of 459,900 Class B common shares
issuable pursuant to a warrant issued to Ronald S. Lauder, which warrant
became exercisable on October 3, 1997 at an exercise price of $0.00457 per
share and expires on October 3, 2007, (c) grants of equity interests in
subsidiaries, which upon exercise generally gives the recipient the right
to receive cash or to acquire Class A common shares, at our discretion and
(d) rights granted to minority interest holders in our subsidiaries to
exchange their minority interests for Class A common shares. Class B common
shares are convertible at any time into Class A common shares for no
additional consideration on a share-for-share basis.
(2) Represents the percentage of total voting power and the total percentage
ownership of Class A common shares and Class B common shares combined
beneficially owned as of December 31, 1999 by each identified shareholder
and all directors and executive officers as a group. The Class A common
shares and the Class B common shares are the only authorized classes of our
capital stock with shares outstanding.
(3) The business address is 767 Fifth Avenue, New York, New York 10153.
(4) Includes 3,873 Class A common shares issuable to Ronald S. Lauder upon the
exercise of an equal number of currently exercisable options, granted to
Mr. Lauder under our 1997 Directors' Compensation Plan.
(5) Consists of (a) 9,496,295 Class B common shares owned by RSL Investments
Corporation, a corporation wholly owned by Ronald S. Lauder, (b) 1,814,579
Class B common shares owned by EL/RSLG Media (see note 6), (c) 907,290
Class B common shares owned by RAJ Family Partners, of which Mr. Lauder is
a limited partner and a shareholder of the general partner, (d) 3,263,363
Class B common shares owned directly by Mr. Lauder, and (e) 459,900
Class B common shares issuable upon the exercise of a warrant issued to
Mr. Lauder.
(6) The 1995 Estee Lauder RSL Trust, of which Ronald S. Lauder is a trustee and
the beneficiary, and the 1995 Estee Lauder LAL Trust, of which Leonard A.
Lauder is a trustee and the beneficiary, each own 50% of EL/RSLG Media's
outstanding common stock. Therefore, Ronald S. Lauder and Leonard A. Lauder
may each be deemed to beneficially own all of the Class B common shares
owned by EL/RSLG Media. Ronald S. Lauder and Leonard A. Lauder each
disclaim beneficial ownership of some of these shares. However, these
shares are only included once in the computation of shares beneficially
owned by directors and executive officers as a group.
(Footnotes continued on next page)
3
<PAGE>
(Footnotes continued from previous page)
(7) Represents shares owned by Fisher Investment Partners, of which Itzhak
Fisher is the sole general partner and the Fisher 1997 Family Trust is the
sole limited partner. Mr. Fisher disclaims beneficial ownership of these
shares.
(8) Includes 1,290 Class A common shares issuable upon the exercise of an equal
number of currently exercisable options, granted to Leonard A. Lauder under
our 1997 Directors' Compensation Plan.
(9) Consists of (a) 2,658,056 Class B common shares owned directly by
Leonard A. Lauder, (b) 4,866 Class B common shares owned by Mr. Lauder's
wife, (c) 348,385 Class B common shares owned by LAL Family Partners, of
which Mr. Lauder is a general partner, (d) 1,814,579 Class B common shares
owned by EL/RSLG Media (see note 6), and (e) 907,290 Class B common shares
owned by LWG Family Partners, a partnership whose managing partner is a
corporation which is one-third owned by Mr. Lauder. Mr. Lauder disclaims
beneficial ownership of all of the Class B common shares owned by his wife
and some of the shares owned by LWG Family Partners.
(10) Represents shares owned by Schuster Family Partners, of which Jacob Z.
Schuster is the sole general partner and the limited partners are some of
his children. Mr. Schuster disclaims beneficial ownership of these shares.
(11) The business address of each of Gustavo A. Cisneros and Coral Gate
Investments is c/o Highgate Properties, 36 East 61st Street, New York, New
York 10021.
(12) Consists of (a) 1,290 Class A common shares issuable upon the exercise of
an equal number of currently exercisable options, granted to Gustavo A.
Cisneros under our 1997 Directors' Compensation Plan, (b) 2,336 Class A
common shares issued to Mr. Cisneros under our 1997 Directors' Compensation
Plan and (c) 2,441,114 Class A common shares owned by Coral Gate
Investments, an international business company organized under the laws of
the British Virgin Islands, which is indirectly beneficially owned by
Mr. Cisneros and his brother, Ricardo Cisneros.
(13) Represents shares indirectly beneficially owned by Gustavo A. Cisneros and
his brother, Ricardo Cisneros. Mr. G. Cisneros disclaims beneficial
ownership of some of these shares.
(14) Consists of (a) 718,915 Class A common shares owned by Tarlovsky Investment
Partners, of which Nir Tarlovsky is the sole general partner and the
Tarlovsky 1997 Family Trust is the sole limited partner and (b) 144,284
Class A common shares issuable upon the exercise of an equal number of
currently exercisable options granted to Mr. Tarlovsky under our 1997 Stock
Incentive Plan.
(15) Consists of (a) 365,999 Class A common shares and (b) 144,284 Class A
common shares issuable upon the exercise of an equal number of currently
exercisable options granted to Mr. Bildirici under our 1997 Stock Incentive
Plan.
(16) Consists of (a) 1,290 Class A common shares issuable upon the exercise of
an equal number of currently exercisable options, granted to Eugene Sekulow
under our 1997 Directors' Compensation Plan, (b) 2,336 Class A common
shares issued to Mr. Sekulow under our 1997 Directors' Compensation Plan,
(c) 43,800 Class A common shares issuable upon the exercise of an equal
number of currently exercisable options granted to Mr. Sekulow under our
1995 Stock Option Plan and (d) 1,000 Class A common shares held directly by
Mr. Sekulow.
(17) Consists of (a) 1,290 Class A common shares issuable upon the exercise of
an equal number of currently exercisable options, granted to Fred
Langhammer under our 1997 Directors' Compensation Plan, (b) 2,336 Class A
common shares issued to Mr. Langhammer under our 1997 Directors'
Compensation Plan and (c) 27,226 Class A common shares owned directly by
Mr. Langhammer.
(18) Includes 216,428 Class A common shares issuable upon the exercise of an
equal number of currently exercisable options.
(19) Represents shares owned by The Proverbs Trust, a Bermuda trust, of which
Mr. Trollope and his wife are the trustees and beneficiaries.
(20) Includes 472,914 Class A common shares issuable upon the exercise of an
equal number of currently exercisable options granted to directors and
executive officers as a group.
(21) Includes Class B common shares issuable upon the exercise of a warrant
issued to Ronald S. Lauder.
(22) Information as to the shares owned by Ligapart AG, a wholly owned
subsidiary of Metro Holding AG, is as of July 22, 1998, and is taken from a
Schedule 13G filed with the SEC on July 28, 1998. The address of Metro
Holding AG is Neuhofstrasse 4, CH-6340 Baar, Switzerland.
(23) Information as to the shares owned by Essex Investment Management Company,
an investment adviser registered under the Investment Advisers Act, is as
of December 31, 1998, and is taken from a Schedule 13G/A filed with the SEC
on January 8, 1999. The address of Essex Investment Management Company is
125 High Street, Boston, Massachusetts 02110.
(24) Putnam Investments, which is a wholly owned subsidiary of Marsh & McLennan
Companies, wholly owns two registered investment advisers: Putnam
Investment Management, which is the investment adviser to the Putnam family
of mutual funds and The Putnam Advisory Company, which is the investment
adviser to Putnam's institutional clients. Both subsidiaries have
dispository power over the Class A common shares as investment managers,
but each of the mutual fund's trustees have voting power over the shares
held by each fund, and The Putnam Advisory Company has shared voting power
over the shares held by the institutional clients. Pursuant to Rule 13d-4
of the Securities Exchange Act, Marsh & McLennan Companies and Putnam
Investments have disclaimed beneficial ownership of these shares.
Information as to the shares owned by Putnam Investments and its
affiliates, is as of July 31, 1999, and is taken from a Schedule 13G/A
filed with the SEC on November 12, 1999. The address of Putnam Investments
is One Post Office Square, Boston, Massachusetts 02109.
(25) Information as to the shares owned by Janus Capital Corporation, an
investment adviser registered under the Investment Advisers Act, is as of
December 31, 1998, and is taken from a Schedule 13G jointly filed by Janus
Capital Corporation and Thomas Bailey with the SEC on February 12, 1999.
Mr. Bailey owns approximately 12.2% of Janus Capital Corporation and serves
as its president and chairman of the board of directors, and, accordingly,
as a result of this ownership and these positions may be deemed a
beneficial owner of these shares. The address of both Janus Capital
Corporation and Mr. Bailey is 100 Fillmore Street, Denver, Colorado 80206.
4
<PAGE>
PROPOSAL 1
AMENDMENT TO OUR BYE-LAWS
On January 18, 2000, our board of directors unanimously approved an
amendment to our bye-laws to give our board of directors the authority to issue
preferred shares without shareholder approval. Under the amendment, our board of
directors could issue preferred shares in one or more series with the
designations, preferences, rights, qualifications, limitations and restrictions
relating to such series, including voting rights, dividend rights, dividend
rates, conversion rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting the series, as it sees fit.
Currently under our bye-laws, any such issuance and the rights of such shares
would be subject to separate shareholder approval.
Bermuda law requires that our shareholders approve all amendments to our
bye-laws. We encourage you to read the full text of the proposed amendment,
which is set forth in Exhibit A to this proxy statement, before voting on this
matter.
If the amendment to our bye-laws is adopted, no shareholder approval will
be required or solicited for any issuance of our preferred shares. We currently
have 65,700,000 authorized preferred shares available for issuance.
The issuance of preferred shares with voting rights could have an adverse
effect on the voting power of holders of our common shares by increasing the
number of outstanding shares having voting rights. In addition, if our board of
directors authorizes preferred shares with conversion rights, the number of
common shares outstanding could potentially be increased up to the authorized
amount. The issuance of preferred shares could decrease the amount of earnings
and assets available for distribution to holders of common shares. Any issuance
could also have the effect of delaying, deterring or preventing a change in
control of our ownership that you might consider in your best interest,
including a change in control that could result in a premium over the market
price for your common shares.
We intend to offer $100 million aggregate liquidation preference of
cumulative convertible preferred shares. The preferred shares will be
convertible into our Class A common shares. Payments of dividends and redemption
payments with respect to the preferred shares will be payable, at our option, in
cash, Class A common shares or a combination. The preferred shares will not be
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. In addition, our board of directors regularly
considers financing alternatives, which may include one or more additional
offerings of preferred shares.
VOTE REQUIRED; RECOMMENDATION
Approval of this proposal requires the affirmative vote of a majority of
the votes cast, in person or by proxy, at the meeting, provided that a quorum is
present in person or by proxy. If you hold shares registered in the name of a
brokerage firm or bank and you sign a proxy card but you do not give voting
instructions, your shares will be voted FOR Proposal 1.
The board of directors unanimously recommends a vote IN FAVOR of the
amendment to our bye-laws.
SHAREHOLDER PROPOSALS
Any of our eligible shareholders who wish to submit a proposal for action
at our next annual general meeting of shareholders and desire that such proposal
be considered for inclusion in our proxy statement and form of proxy relating to
such meeting must have provided a written copy of the proposal to us at our
principal executive offices prior to December 31, 1999 and must otherwise comply
with the rules of the Commission, Bermuda law and our governing documents
relating to shareholder proposals. Proposals for the annual general
shareholders' meeting to be held in 2001 must be submitted to us at our
principal executive offices prior to December 31, 2000.
5
<PAGE>
MISCELLANEOUS
Under Bermuda law, no matter or business other than those set forth in the
accompanying Notice of Special General Meeting of Shareholders is permitted to
be presented at the meeting.
By Order of the Board of Directors,
Michael Ashford
Secretary
Hamilton, Bermuda
January 28, 2000
6
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT TO OUR BYE-LAWS
If Proposal 1 is approved and adopted by our shareholders, Bye-law 50(a) of
the current Bye-laws will be deleted and replaced by a new Bye-law 50(a), which
would provide as follows:
(a) Preferred Shares
The Board shall have the power, without any action by the Members, to
provide for the issue of the Preferred Shares in one or more series, and to
establish from time to time the number of shares to be included in such series,
and to fix the designations, the currency denomination, powers, preferences and
rights of the shares of each such series and the qualifications, limitations or
restrictions thereof. The authority of the Board with respect to each series
shall include, but not limited to, determination of the following:
(i) the number of shares constituting that series and the distinctive
designation of that series;
(ii) the dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that
series;
(iii) whether that series shall have voting rights, and if so, the
terms of such voting rights;
(iv) whether that series shall have conversion or exchange privileges
(including, without limitation, conversion into Class A Common Shares),
and, if so, the terms and conditions of such conversion or exchange,
including provision for adjustment of the conversion or exchange rate in
such events as the Board shall determine;
(v) whether or not the shares of that series shall be redeemable and,
if so, the terms and conditions of such redemption;
(vi) the rights of the shares of that series in the event of a
winding-up or dissolution of the Company, whether voluntary or involuntary
or for the purpose of a reorganisation or otherwise or upon any
distribution of capital, and the relative rights of priority, if any, of
payment of shares of that series; and
(vii) any other relative participating, optional or other special
rights, qualifications, limitations or restrictions of that series.
<PAGE>
February 4, 2000
RSL COMMUNICATIONS, LTD.
PROXY FOR SPECIAL GENERAL MEETING OF SHAREHOLDERS
FEBRUARY 4, 2000
This Proxy Is Solicited On Behalf Of The Board Of Directors
The undersigned hereby constitutes and appoints Nicolas Trollope and
Michael Ashford, or any one of them, with the power of substitution, the proxies
of the undersigned to vote with the same force and effect as the undersigned all
Class A common shares of RSL Communications, Ltd. (the "Company") held of record
by the undersigned on January 19, 2000 at the Special General Meeting of
Shareholders to be held at the offices of Conyers, Dill & Pearman, Clarendon
House, Church Street, Hamilton HM CX, Bermuda, on February 4, 2000 at 10:00
a.m. (local time) and at any adjournment or adjournments thereof, hereby
revoking any proxy or proxies heretofore given and ratifying and confirming all
that said proxies may do or cause to be done by virtue thereof with respect to
the following matters:
The Board recommends a vote FOR Proposal 1 below.
Please mark boxes /x/ / / in blue or black ink only.
1. To approve a proposal to amend the Company's Bye-laws to authorize the
issuance of the Company's preferred shares by the Board of Directors of
the Company, without any further action by the Company's shareholders,
from time to time in one or more series with the designations,
preferences, rights, qualifications, limitations and restrictions relating
to such series, including voting rights, dividend rights, dividend rates,
conversion rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series as the Board
of Directors sees fit.
FOR / / AGAINST / / ABSTAIN / /
This proxy, when properly executed, will be voted as directed. If no
direction is indicated, the proxy will be voted as recommended by the Company's
Board of Directors.
TO VOTE BY MAIL
Please date, sign and mail your proxy card in the envelope provided
as soon as possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
Please call toll-free 1-800-937-5449 and follow the instructions.
Have your control number and the proxy card available when you call.
<PAGE>
YOUR CONTROL NUMBER IS:
The undersigned hereby acknowledges receipt of the Notice of Special
General Meeting of Shareholders to be held on February 4, 2000 and the Proxy
Statement, dated January 28, 2000, prior to the signing of this proxy.
Dated ____________________, 2000
--------------------------------
Signature
--------------------------------
Signature, if held jointly
Please sign your name exactly as it appears
on your stock certificate.
When signing as attorney, executor,
administrator, trustee or guardian, please
give your full title as it appears hereon.
When signing as joint tenants, all parties
in the joint tenancy must sign. When a proxy
is given by a corporation, it should be
signed by an authorized officer and the
corporate seal affixed. When a proxy is
given by a partnership, it should be signed
in partnership name by an authorized person.
Will Attend Special General Meeting / /
Will Not Attend Special General Meeting / /
