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EXHIBIT 99.1
ACTION TAKEN BY WRITTEN
CONSENT OF THE STOCKHOLDERS
OF
TANTAU SOFTWARE, INC.
In accordance with Section 228 of the Delaware General Corporation Law, the
undersigned, being a holder of shares of Tantau Software, Inc., a Delaware
corporation (the "COMPANY"), does hereby consent to the adoption and approval of
the resolutions set forth below to the same extent and to have the same force
and effect as if such resolutions were adopted and approved by the vote of the
undersigned at a special meeting of the stockholders of the Company duly called
and held for the purposes of acting upon proposals to adopt and approve such
resolutions.
WHEREAS, the undersigned has received from the Company a copy of the
Information Statement/ Prospectus dated describing the proposed
merger between the Company and a subsidiary of 724 Solutions Inc.; and
WHEREAS, the undersigned has thoroughly read and reviewed the Information
Statement/ Prospectus, including all exhibits thereto.
RESOLVED, that the undersigned hereby consents to, approves and adopts
together as one matter:
- the Agreement and Plan of Merger, dated as of November 29, 2000, by and
among 724 Solutions Inc., Saturn Merger Sub, Inc., a wholly owned
subsidiary of 724 Solutions, and Tantau Software, Inc.;
- the merger, under the terms of the merger agreement, of Saturn Merger
Sub with and into Tantau, by which Tantau will become a wholly owned
subsidiary of 724 Solutions; and
- the appointment of Joseph Aragona as representative of the Tantau
stockholders, including the undersigned, under the indemnification and
escrow agreement.
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of
the date written below and the Written Consent is given in respect of the number
and class of shares of the Company specified below.
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<S> <C>
By:Name:
Title:
Dated:
Number of shares of
Common Stock:
Series A Preferred Stock:
Series B Preferred Stock:
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