C.I.S. TECHNOLOGIES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS AND MANAGEMENT
The undersigned shareholder(s) of C.I.S. Technologies, Inc. (the "Company")
hereby appoint(s) Philip D. Kurtz or, failing him, Thomas G. Noulles, proxy of
the undersigned, with full power of substitution for and in the name of the
undersigned to vote (with all the power which the undersigned would possess
according to the number of votes which the undersigned would be entitled to
cast if then personally present) at the ANNUAL MEETING OF SHAREHOLDERS OF THE
COMPANY TO BE HELD AT THE DOUBLETREE HOTEL, 6100 SOUTH YALE AVENUE, TULSA,
OKLAHOMA ON MAY 9, 1996, AT 2:00 O'CLOCK P.M. C.D.T. AND AT ANY ADJOURNMENT(S)
THEREOF on the following proposals:
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED, WHERE AUTHORITY
TO VOTE IS NOT WITHHELD OR WHERE THE PROXY IS NOT DIRECTED TO ABSTAIN FROM
VOTING, THIS PROXY WILL BE VOTED IN
FAVOR OF THE FOLLOWING PROPOSALS. ______
Please mark | X |
your votes as |______|
indicated in
the example.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM
FOR all nominees WITHHOLD AUTHORITY
(except as marked to to vote for all nominees
the contrary below) listed below
___ ___
|___| |___|
Robert J. Simmons N. Thomas Suitt
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, MARK THROUGH
THAT NOMINEE'S NAME.)
2. APPROVE UP TO FOUR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION
authorizing the Board of Directors to effect a reverse stock split, if at
all, prior to December 31, 1998 and in one-for-two, -three, -four and/or
- -five ratio, respectively:
(INSTRUCTION: SEPARATELY VOTE FOR, AGAINST, OR ABSTAIN FROM VOTING UPON EACH
TYPE OF AMENDMENT BY MARKING THE APPROPRIATE BOX TO THE RIGHT OF EACH TYPE OF
AMENDMENT.)
<TABLE>
<CAPTION>
TYPE OF REVERSE SPLIT AMENDMENT TYPE OF REVERSE SPLIT AMENDMENT
<S> <C> <C> <C> <C> <S> <C> <C> <C> <C>
2A. One-for two ratio FOR AGAINST ABSTAIN 2C. One-for-four ratio FOR AGAINST ABSTAIN
___ ___ ___ ___ ___ ___
|___| |___| |___| |___| |___| |___|
2B. One-for three ratio FOR AGAINST ABSTAIN 2D. One-for-five ratio FOR AGAINST ABSTAIN
___ ___ ___ ___ ___ ___
|___| |___| |___| |___| |___| |___|
</TABLE>
3. TO RATIFY the appointment of Coopers & Lybrand as independent public
accountants for the Company for its fiscal year ending December 31, 1995.
FOR AGAINST ABSTAIN
___ ___ ___
|___| |___| |___|
4. In their discretion on any other matters that may properly come before the
meeting.
A shareholder who has submitted a proxy for the meeting may revoke it at any
time before it is voted at the meeting.
If this proxy is not dated in the space provided below, it will be deemed to
bear the date on which it is mailed to the shareholder.
Signature ____________________ Signature ________________ Date______________
Please date and sign your name exactly as it appears on this proxy. When
signing as a partner, officer, executor, administrator, trustee or the like,
please give your title as such and, if applicable, print the name of the
entity on behalf of which you are signing. <PAGE>
