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TELTECH RESOURCE NETWORK CORPORATION
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 8, 2000
The undersigned hereby appoints Jack Johnson and Andrew L. Michuda, and each
of them, with full power of substitution, as Proxies to represent and vote, as
designated below, all shares of stock of Teltech Resource Network Corporation
(the "Company") registered in the name of the undersigned at the Special Meeting
of Shareholders of the Company to be held at the offices of the Company, 2850
Metro Drive, Seminar Room 108, Minneapolis, Minnesota 55425, on September 8,
2000, at 8:00 a.m. local time, and at any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL #1 BELOW.
1. Approve and adopt the Agreement and Plan of Merger and Reorganization
("Agreement"), dated as of January 21, 2000 and amended April 28, 2000 and
July 31, 2000, among Sopheon plc, Sopheon Corporation, a wholly owned
subsidiary of Sopheon plc, and the Company, and the Plan of Merger included
therein, providing for the merger of the Company with and into Sopheon
Corporation.
/ / FOR / / AGAINST / / ABSTAIN
(CONTINUED ON REVERSE SIDE)
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2. OTHER MATTERS. In their discretion, the Proxies are, or either of them is:
/ / AUTHORIZED / / NOT AUTHORIZED
to vote upon such other business as may properly come before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSAL 1, AND WILL BE DEEMED TO GRANT
AUTHORITY UNDER PROPOSAL 2.
This proxy is solicited on behalf of the Board of Directors
Dated ____________________________
__________________________________
__________________________________
PLEASE DATE AND SIGN ABOVE exactly
as name(s) are shown on the stock
certificate(s). Indicate, where
appropriate, official position or
representative capacity. For stock
held in joint tenancy, each joint
owner must sign.
