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Exhibit 99.1
No. of Shares ______
FORM OF PROXY
AVIATION GROUP, INC.
700 NORTH PEARL STREET, SUITE 2170, DALLAS, TEXAS 75201
SPECIAL MEETING OF SHAREHOLDERS
October __, 2000
The undersigned hereby appoints Lee B. Sanders and Richard L. Morgan, or
any of them, with full power of substitution in each, proxies (and if the
undersigned is a proxy, substitute proxies) to vote all shares of Aviation
Group, Inc. common stock of the undersigned in Aviation Group, Inc. at the
Special Meeting of Shareholders to be held at 700 North Pearl Street, Suite
2170, Dallas, Texas, at 10:00 a.m., local time, on October __, 2000, and at any
adjournments thereof, as specified below:
1. Proposal to approve the arrangement with travelbyus.com ltd. pursuant to
the Arrangement Agreement, as described in the accompanying joint proxy
statement/prospectus.
[_] FOR [_] AGAINST [_] ABSTAIN
2. Proposal to amend the Articles of Incorporation to increase the number of
authorized shares of common stock from 10,000,000 to 250,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Proposal to amend the Articles of Incorporation to change the name of
Aviation Group, Inc. to travelbyus, Inc.
[_] FOR [_] AGAINST [_] ABSTAIN
4. Proposal to ratify the issuance of warrants to purchase a total of 500,000
shares of common stock to two executive officers.
[_] FOR [_] AGAINST [_] ABSTAIN
5. Proposal to amend the Aviation Group, Inc. 1997 stock option plan.
[_] FOR [_] AGAINST [_] ABSTAIN
6. Proposal to ratify the issuance of warrants to purchase a total of 150,000
shares of common stock to three directors.
[_] FOR [_] AGAINST [_] ABSTAIN
7. Proposal to ratify certain securities issued or to be issued in connection
with the acquisition of Global Leisure Travel, Inc.
[_] FOR [_] AGAINST [_] ABSTAIN
8. Proposal to amend the Articles of Incorporation to effect a one-for-five
reverse stock split.
[_] FOR [_] AGAINST [_] ABSTAIN
9. In their discretion, the proxies (and if the undersigned is a proxy, any
substitute proxies) are authorized to vote upon such other business as may
properly come before the meeting.
Please sign and date on reverse side of this proxy.
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This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR Proposals 1, 2, 3, 4, 5, 6, 7 and 8 at the discretion of the
proxies with respect to any matters referred to in Proposal 9.
Dated:___________________________, 2000
Please sign exactly as name appears in
left. When shares are held by joint
tenants, both must sign. When signing as
attorney, as executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
________________________________________
Signature
________________________________________
Title
This proxy is solicited by the Board of Directors. If no
specification is made, this Proxy will be voted
FOR all of the Proposals.
