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Exhibit 99.2
FORM OF PROXY
PLEASE MARK BOXES IN BLUE OR BLACK INK. Please mark
your votes as
indicated in
this example [X]
1. Approving the issuance of 6,315,377 shares of
Class B Common Stock, $0.001 par value per share, FOR AGAINST ABSTAIN
of Diamond in connection with the consummation of
the business combination between Diamond and [_] [_] [_]
Cluster Telecom B.V.
2. Adopting amendments to our Restated Certificate
of Incorporation to (i) change our name to
"DiamondCluster International, Inc." (ii) increase
the aggregate authorized shares of our Class A Common FOR AGAINST ABSTAIN
Stock to 100,000,000 and (iii) permit additional
classes of persons to hold our Class B Common Stock. [_] [_] [_]
3. Electing four directors
FOR All WITHHOLD authority WITHHOLD Nominees are: 01 Donald R. Caldwell
Nominees only for the authority 02 Alan C. Kay
Nominee(s) whose for all 03 Michael E. Mikolajczyk
name(s) I have nominees 04 Javier Rubio Planellas
written to the right
[_] [_] [_] ---------------------------------------
4. Approving the adoption of the Diamond 2000 Stock FOR AGAINST ABSTAIN
Option Plan and issuance of options thereunder.
[_] [_] [_]
5. Approving an amendment to our Amended and Restated
1998 Equity Incentive Plan. [_] [_] [_]
6. Confirming the appointment of KPMG LLP as
independent auditors of Diamond for the fiscal year
ending March 31, 2001. [_] [_] [_]
7. Transacting such other business as may properly come before the meeting.
*By checking the box to the right I (i) consent to receive proxy [_]
statements, annual reports and other communications in connection with
stockholder meetings by accessing such communications on the Internet
at my own cost, and (ii) understand that the Company will no longer
distribute hard copies of those communications to me unless and until
I revoke my consent by contacting the Company's transfer agent,
ChaseMellon Shareholder Services.
Signature Signature Date
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Signature(s) should be exactly as the name or names appearing on this proxy. If
shares are held jointly, each holder should sign. If signed by attorney,
executor, administrator, trustee or guardian, please give full title. SIGN, DATE
AND PROMPTLY RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE
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FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF TWO WAYS:
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VOTE BY INTERNET
24 hours a day, seven days a week
Follow the instructions at our Internet Address: http://www.eproxy.com/dtpi.
Your Internet vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed, dated and returned your proxy card.
If you prefer to receive proxy statements, annual reports and other
communications in connection with stockholder meetings by accessing such
communications on the Internet at your own cost, please mark the box above.
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OR
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VOTE BY PROXY CARD
Mark, sign, date and promptly return your proxy card in the enclosed envelope.
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If you intend to vote by Internet,
THERE IS NO NEED TO MAIL BACK your proxy card.
THANK YOU FOR VOTING.
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DIAMOND TECHNOLOGY PARTNERS INCORPORATED
Class A Common Stock
The undersigned stockholder of Diamond Technology Partners Incorporated (the
"Company") hereby appoints Melvyn E. Bergstein and Michael E. Mikolajczyk and
each of them the attorneys and proxies of the undersigned, with full power of
substitution, to vote as directed on the reverse side of this card all of the
shares of Class A Common Stock of the Company standing in the name of the
undersigned at the close of business on November 2, 2000 at the Annual Meeting
of Stockholders to be held in the Signature Room on the 95th Floor, John Hancock
Center, 875 North Michigan Avenue, Chicago, Illinois 60611 commencing at 10:00
a.m. on November 21, 2000, and authorizes each proxy to vote at his discretion
on any other matter that may properly come before the meeting or at any and all
adjournments thereof.
If you choose to vote by Internet, your Internet vote authorizes the named
proxies to vote your shares in the same manner as if you marked, signed, dated
and returned your proxy card. If you choose not to vote by Internet, please
mark, sign, date the reverse side and promptly return your proxy card.
THIS PROXY IS SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS AND WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED AND IN THE DISCRETION OF THE
PROXY HOLDERS ON ALL MATTERS PROPERLY COMING BEFORE THE MEETING. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS (INCLUDING ALL DIRECTOR
NOMINEES).
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
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FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
1. Vote by Internet at our Internet Address: http://www.eproxy.com/dtpi.
or
2. By mail by promptly returning your completed proxy card in the
enclosed envelope.
