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EXHIBIT 99
ABLE TELCOM HOLDING CORP.
PROXY AND VOTING INSTRUCTION
2000 ANNUAL MEETING OF SHAREHOLDERS -- NOVEMBER 30, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints and , or any of them, as
a Proxy or with full power of substitution, to represent the undersigned at the
2000 Annual Meeting of Shareholders (the "Annual Meeting") of Able Telcom
Holding Corp. (the "Company") to be held at in Atlanta, Georgia on
November 30, 2000 at 10 a.m. Eastern Time, and at all adjournments or
postponements thereof, and to vote all the shares of Common Stock, $.001 par
value per share, held of record by the undersigned at the close of business on
November 13, 2000, with all the power that the undersigned would possess if
personally present, as designated on the reverse side. Your vote is important to
us. Feel free to direct your comments to the Corporate Secretary at (770)
993-1570. Shares will be voted as specified. The undersigned also hereby revokes
previous Proxies and acknowledges receipt of the Company's Notice of Annual
Meeting and Proxy Statement.
The Board recommends a vote FOR Items 1-10. IF YOU DO NOT SPECIFY HOW YOU
INTEND TO VOTE, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSAL. The proxies or
substitutes may vote accordingly in their discretion upon any other business
that may properly come before the Annual Meeting or any adjournments or
postponements of the Annual Meeting.
1. Approval of the Merger Agreement
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Election of the Directors
Nominees for Directors
<TABLE>
<S> <C>
Billy V. Ray, Jr. Edwin D. Johnson
Alec McLarty C. Frank Swartz
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
[ ] FOR all the nominees listed above [ ] WITHHOLD AUTHORITY to vote for the [ ]
nominees listed above
<S> <C>
[ ] FOR all the nominees listed above,
except as follows
</TABLE>
List Exceptions:
3. Amending the Articles of Incorporation
A. to increase the number of authorized shares of Common Stock from 25 million
to 100 million.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
B. to increase the number of authorized shares of Preferred Stock from one
million to five million.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Amending the Articles of Incorporation to change its corporate name for
"ABLE TELCOM HOLDING CORP." to "THE ADESTA GROUP, INC."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Ratifying and approving the issuance of stock options granted to certain of
our officers and directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. Approving issuing 2,600,000 shares of Common Stock upon the exercise of
certain options and stock appreciation rights granted to WorldCom, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7. Approving issuing shares of Common Stock upon exercising certain Series B
warrants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
8. Approving issuing shares of Common Stock upon converting shares of our
Series C Convertible Preferred Stock and exercising certain warrants issued
in our Series C offering.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
9. Approving issuing shares to Sirit Technologies, Inc. under our settlement
agreement with them.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
10. Ratifying the appointment of Arthur Andersen LLP as the Company's
independent accountants for the fiscal years ended October 31, 1999 and
October 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
NOTE: Please sign this Proxy Card as your name appears hereon, including the
title "Executor," "Trustee," etc., if it is appropriate. If a joint account,
each joint owner should each sign. If stock is held by a corporation, this Proxy
Card should be executed by a proper officer thereof.
PLEASE DATE AND SIGN THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
Dated: -----------------
, 2000
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Shareholder
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Co-owner, if applicable
[ ] I intend to attend the
Annual Meeting.
