<PAGE>
Exhibit 99.4
PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
PHONE.COM, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON NOVEMBER 17, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Phone.com, Inc., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Joint Proxy Statement/Prospectus each dated October 10, 2000, and hereby
appoints Donald Listwin and Alan Black, and each of them, proxies, with full
power of substitution, to represent the undersigned and to vote as designated on
the reverse side, all shares of common stock of Phone.com, Inc. that the
undersigned is entitled to vote at the Annual Meeting of Stockholders of
Phone.com, Inc. to be held November 17, 2000 at 8:30 a.m. Pacific time at the
Westin Hotel, 1 Old Bayshore Highway, Millbrae, CA 94030 and at any adjournment
or postponement thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS INDICATED THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
"FOR" THE PROPOSALS AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING AS THE PROXIES DEEM ADVISABLE.
A vote FOR each of the following proposals is recommended by the Board of
Directors
<PAGE>
PHONE.COM, INC.
Annual Meeting of Stockholders
Friday, November 17, 2000
8:30 a.m. Pacific time
The Westin Hotel
1 Old Bayshore Highway
Millbrae, CA 94030
________________________________________________________________________________
Instructions for Voting Your Proxy
We are now offering stockholders three alternative ways of voting this proxy:
<TABLE>
<CAPTION>
<S> <C> <C>
. By Telephone (using a touch tone telephone) . Through the Internet (using a browser) . By Mail (traditional method)
</TABLE>
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had returned your proxy card. We encourage you to
use these cost effective and convenient ways of voting, 24 hours a day, 7days a
week.
__________________
| TELEPHONE VOTING | Available only until 5:00 p.m. Eastern time on November
------------------ 16, 2000
. This method of voting is available for residents of the U.S. and Canada
. On a touch tone telephone, call TOLL FREE 1-877-816-0836, 24 hours a day,
7days a week
. You will be asked to enter ONLY the CONTROL NUMBER shown below
. Have your proxy card ready, then follow the prerecorded instructions
. Your vote will be confirmed and cast as you directed
_________________
| INTERNET VOTING | Available only until 5:00 p.m. Eastern time on November
----------------- 16, 2000
. Visit the Internet voting website at http://proxy.georgeson.com
. Enter the COMPANY NUMBER and CONTROL NUMBER shown below and follow the
instructions on your screen
. You will incur only your usual Internet charges
________________
| VOTING BY MAIL |
----------------
. Simply mark, sign and date your proxy card and return it in the postage-paid
envelope
. If you are voting by telephone or the Internet, please do not mail your proxy
card
________________ ________________
| COMPANY NUMBER | | CONTROL NUMBER |
---------------- ----------------
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
________________________________________________________________________________
[X] Please mark votes as in this example
FOR WITHHOLD
all nominees AUTHORITY
1. Election of Directors: listed (except to vote all
as indicated) nominees listed
Donald Listwin Alain Rossmann
[ ] [ ]
Instruction: to withhold authority to
--------
vote for any individual nominee write
that nominee's name in the space provided
below:
---------------------------------------
2. To approve the Agreement and Plan of FOR AGAINST ABSTAIN
Merger and the issuance of shares of
Phone.com common stock, par value
$0.001 per share, pursuant to such [ ] [ ] [ ]
Agreement.
3. To approve the amendment to the FOR AGAINST ABSTAIN
1996 Stock Plan that would increase
the number of shares of Phone.com [ ] [ ] [ ]
common stock reserved for issuance
under the plan by 4,125,000 shares.
4. To ratify the appointment of KPMG LLP FOR AGAINST ABSTAIN
as independent accountants for the
fiscal year ending June 30, 2001. [ ] [ ] [ ]
5. To amend Phone.com's certificate of FOR AGAINST ABSTAIN
incorporation to increase the number
of authorized shares of Phone.com common [ ] [ ] [ ]
stock from 250,000,000 to 1,000,000,000.
6. In their discretion, upon any and all such other matters as may properly
come before the meeting or any adjournment or postponement thereof.
MARK HERE FOR ADDRESS
CHANGE AND NOTE BELOW [ ]
DATE:__________________________
______________________________
| |
------------------------------
Signature(s) in Box
Please sign exactly as your name
appears on your stock certificate.
If the stock is held by joint
tenants or as community property,
both should sign. Executors,
administrators, trustees, guardians,
attorneys and corporate officers
should insert their titles.
