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EXHIBIT 99.1
PROXY MEDICAL ASSURANCE, INC. PROXY
PROXY SOLICITED ON BEHALF OF YOUR BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON ________, JANUARY __, 2001
The Stockholder executing this Proxy appoints Robert D. Francis and
James J. Morello, and each of them, each with full power to appoint his or her
substitute, attorneys and proxies to represent the Stockholder and to vote and
act with respect to all shares of common stock of Medical Assurance, Inc.
("Medical Assurance") that the Stockholder would be entitled to vote on all
matters which come before the Special Meeting of Stockholders of Medical
Assurance referred to above (the "Special Meeting") and at any adjournment(s)
or postponement(s) of the Special Meeting. The affirmative vote of a majority
of the shares represented at the Special Meeting may authorize the adjournment
or postponement of the meeting; provided, however, that no proxy which is voted
against any proposal will be voted in favor of adjournment or postponement to
solicit further proxies for such proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MEDICAL
ASSURANCE, INC. IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES OF MEDICAL
ASSURANCE COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF
NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE APPROVAL AND
ADOPTION OF THE AGREEMENT TO CONSOLIDATE DATED AS OF JUNE 22, 2000 BETWEEN
MEDICAL ASSURANCE AND PROFESSIONALS GROUP, INC. ("PROFESSIONALS GROUP"), AND
ALL OF THE TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT (INCLUDING, WITHOUT
LIMITATION, THE BUSINESS COMBINATION OF MEDICAL ASSURANCE AND PROFESSIONALS
GROUP). THE SHARES OF MEDICAL ASSURANCE COMMON STOCK REPRESENTED BY THIS PROXY
WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS WHICH MAY
COME BEFORE THE SPECIAL MEETING.
(Continued and to be signed on reverse side.)
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1. Approval and adoption of the Agreement to Consolidate dated as of June 22,
2000 between Medical Assurance and Professionals Group, and all of the
transactions contemplated by that agreement (including, without limitation,
the business combination of Medical Assurance and Professionals Group).
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned Stockholder hereby (i) revokes any and all proxies previously
executed with respect to the Special Meeting, and (ii) acknowledges receipt of
the Notice and Proxy Statement for the Special Meeting.
Dated: ___________________________ , 200__
Signature ___________________________________________
___________________________________________
Title ___________________________________________
Signature ___________________________________________
Please sign exactly as name appears on this proxy.
When shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full
corporate name by an authorized officer. If a
partnership, please sign in partnership name by
authorized person.
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YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
VOTE BY INTERNET
24 hours a day, 7 days a week
Follow the instructions at our Internet Address: http://www.eproxy.com/mai
HAVE YOUR PROXY CARD IN HAND.
You will be asked to enter your 11-digit Control Number, which is located in the
box in the lower right hand corner of this form.
Follow the recorded instructions.
OR
VOTE BY PHONE
24 hours a day, 7 days a week.
Call toll-free 1-800-840-1208 on a touch tone telephone. Follow the recorded
instructions.
There is NO CHARGE to you for this call.
HAVE YOUR PROXY CARD IN HAND.
You will be asked to enter your 11-digit Control Number, which is located in the
box in the lower right hand corner of this form.
OR
VOTE BY PROXY CARD
Mark, sign and date your proxy card and return promptly in the enclosed
envelope.
NOTE: IF YOU VOTED BY INTERNET OR TELEPHONE, DO NOT MAIL BACK YOUR PROXY CARD
UNLESS YOU DESIRE TO CHANGE YOUR VOTE.
THANK YOU FOR VOTING.
