EX-99.3 12 a72291a1ex99-3.txt EXHIBIT 99.3 1 EXHIBIT 99.3 AUTOBYTEL.COM INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS AUGUST 14, 2001 Mark Lorimer, Hoshi Printer and Ariel Amir and each of them, with full power of substitution, are hereby authorized to represent and to vote as directed on this proxy the shares of common stock of autobytel.com inc. held of record by the undersigned on June 15, 2001 at the Annual Meeting of Stockholders to be held on August 14, 2001, and at any adjournments or postponements, as if the undersigned were present and voting at the meeting. The shares represented by this proxy will be voted as directed by the stockholder. Where no direction is given when the duly executed proxy is returned, such shares will be voted FOR each of the proposals set forth on this proxy. Whether or not you expect to attend the meeting, you are urged to execute and return this proxy, which may be revoked at any time prior to its use. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 1. APPROVAL OF ISSUANCE OF SHARES IN THE MERGER AS CONTEMPLATED BY THE ACQUISITION AGREEMENT DATED AS OF APRIL 11, 2001, BY AND AMONG AUTOBYTEL.COM INC., AUTOBYTEL ACQUISITION I CORP. AND AUTOWEB.COM, INC. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2. ELECTION OF NOMINEES JEFFREY H. COATS, MICHAEL J. FUCHS AND ROBERT S. GRIMES AS CLASS III DIRECTORS OF AUTOBYTEL.COM INC. FOR all nominees [ ] WITHHOLD AUTHORITY to vote for all nominees [ ] (Instruction: To withhold authority to vote for any nominee, write his name in the space provided.) ------------------------------ 3. RATIFICATION AND APPROVAL OF ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL 2001 FOR [ ] AGAINST [ ] ABSTAIN [ ] CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE. 2 4. APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION CHANGING NAME OF AUTOBYTEL.COM INC. TO AUTOBYTEL INC. FOR [ ] AGAINST [ ] ABSTAIN [ ] 5. APPROVAL OF AUTOBYTEL 2001 RESTRICTED STOCK PLAN FOR [ ] AGAINST [ ] ABSTAIN [ ] NOTE: Signatures should agree with the names printed hereon. When signing as executor, administrator, trustee, guardian or attorney, please give the title as such. For joint accounts or co-fiduciaries, all joint owners or co-managers should sign. Signature: Dated: , 2001 Signature: Dated: , 2001