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ALAMOSA PCS HOLDINGS, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[_________ __, 2000]
The undersigned stockholder(s) of Alamosa PCS Holdings, Inc., A Delaware
corporation (the "Company"), hereby appoints [ ], and each of them, with full
power to act alone, the true and lawful attorneys-in-fact and proxies of the
undersigned, with full powers of substitution, and hereby authorize(s) them and
each of them, to represent the undersigned and to vote all shares of common
stock of the Company that the undersigned is entitled to vote at the Special
Meeting of Stockholders of the Company to be held at [ ] on [__________],
[_________] [__], 2000, and any and all adjournments and postponements thereof,
with all powers the undersigned would posses if personally present, on the
following proposals and any other matters coming before said meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3
AND 4.
1. Approval and adoption of the reorganization agreement among
the Company, Alamosa Holdings, Inc. ("Superholdings") and
Alamosa Merger Sub I, Inc., as more fully described in the
enclosed proxy statement-prospectus.
FOR AGAINST ABSTAIN
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2. Approval of the issuance of shares of the Superholdings common
stock in connection with the acquisition by Superholdings of
Roberts Wireless Communications, L.L.C. and Washington Oregon
Wireless, LLC, as more fully described in the enclosed proxy
statement-prospectus.
FOR AGAINST ABSTAIN
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3. Approval of the amendment to Alamosa's 1999 long-term
incentive plan to increase the number of shares of Alamosa
common stock reserved for issuance under the long-term
incentive plan and to provide for an automatic annual increase
in shares available under the plan, as more fully described in
the enclosed proxy statement-prospectus.
FOR AGAINST ABSTAIN
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4. Approval of the Alamosa employee stock purchase plan and to
provide for an automatic annual increase in shares available
under the plan, as more fully described in the enclosed proxy
statement-prospectus.
FOR AGAINST ABSTAIN
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5. To transact any other business as may properly be brought
before the Special Meeting.
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This proxy will be voted in the manner directed herein by the undersigned. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1, "FOR" PROPOSAL 2,
"FOR" PROPOSAL 3 AND "FOR" PROPOSAL 4, AND IN THE DISCRETION OF THE PROXIES ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW.
Receipt of the Notice of Special Meeting of Stockholders and accompanying Joint
Proxy Statement-Prospectus is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this proxy. Joint owners
should each sign personally. If signing as attorney, executor, administrator,
trustee or guardian, please include your full title. Corporate proxies should be
signed by an authorized officer.
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Signature(s) Date
4
2
