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EXHIBIT 99.3
[FORM OF PROXY CARD]
SECURITY CAPITAL GROUP INCORPORATED
PROXY
Solicited by the Board of Directors
The undersigned shareholder of Security Capital Group Incorporated, a
Maryland corporation (the "Company"), hereby appoints
______________________________________ and _________________________________, or
either of them, as proxies for the undersigned, with full power of substitution
in each of them, to attend the Special Meeting of the Shareholders of the
Company to be held at ___________________________,______________________,
____________________________, on ____________________ ____, 200_, at 9:00 a.m.,
local time, and any adjournment or postponement thereof, to cast on behalf of
the undersigned all votes that the undersigned is entitled to cast at such
meeting and otherwise to represent the undersigned at the meeting with all
powers possessed by the undersigned if personally present at the meeting. The
undersigned hereby acknowledges receipt of the Notice of the Special Meeting of
Shareholders and of the accompanying Joint Proxy Statement/Prospectus and
revokes any proxy heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as
instructed below. If this Proxy is executed but no instruction is given, the
votes entitled to be cast by the undersigned will be cast FOR the proposal as
described in the Joint Proxy Statement/Prospectus and in the discretion of the
Proxy holder on any other matter that, if properly presented to the meeting, may
properly come before the meeting or any adjournment or postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. Approval of the issuance of up to 86,116,552 shares of the
Company's Class B common stock to Security Capital U.S. Realty in
accordance with the terms of the transaction agreement, dated as
of September 26, 2000, all as more fully described in the
accompanying Joint Proxy Statement/Prospectus; and
/ / FOR / / AGAINST / / ABSTAIN
2. To vote and otherwise represent the undersigned on any other
matter that may properly come before the meeting or any
adjournment or postponement thereof in the discretion of the Proxy
holder.
/ / CHECK HERE ONLY IF YOU PLAN TO ATTEND THE MEETING IN PERSON
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Please sign exactly as name appears on the records of the Company and
date. If the shares are held jointly, each holder should sign. When signing as
an attorney, executor, administrator, trustee, guardian, officer of a
corporation or other entity or in another representative capacity, please give
the full title under signature(s).
_____________________________________
Signature
_____________________________________
Signature, if held jointly
Dated:________________, 200_
