EX-99 6 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 MESSAGEMEDIA, INC. PROXY FOR SPECIAL MEETING OF STOCKHOLDERS DECEMBER 13, 2001 (Solicited by the Board of Directors of MessageMedia, Inc.) The undersigned stockholder of MessageMedia, Inc. hereby appoints A. Laurence Jones and William E. Buchholz, and each of them, with full power of substitution, as attorneys and proxies of the undersigned, to vote all the shares of MessageMedia, Inc. capital stock that the undersigned is entitled to vote at the Special Meeting of Stockholders of MessageMedia, Inc. to be held at 9:00 a.m., local time, on December 13, 2001, at 371 Centennial Parkway, Louisville, Colorado 80027, and at any and all adjournments and postponements thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions: -------------------------------------------------------------------------------- FOLD AND DETACH HERE Please date, sign and mail your proxy card back as soon as possible! Special Meeting of Stockholders MESSAGEMEDIA, INC. December 13, 2001 UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND Please mark [X] PROPOSAL 2. your vote as indicated in this example
1. TO ADOPT THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (THE "MERGER AGREEMENT"), BETWEEN DOUBLECLICK INC. AND MESSAGEMEDIA, INC., UNDER WHICH EACH OUTSTANDING SHARE OF MESSAGEMEDIA FOR AGAINST ABSTAIN COMMON STOCK WILL BE CONVERTED INTO A FRACTION OF A SHARE OF DOUBLECLICK [ ] [ ] [ ] COMMON STOCK, THE NUMERATOR OF WHICH IS 1.0 MILLION AND THE DENOMINATOR OF WHICH SHALL BE THE NUMBER OF SHARES OUTSTANDING OF, AND IN-THE-MONEY OPTIONS FOR, MESSAGEMEDIA COMMON STOCK, CALCULATED UNDER THE TREASURY METHOD IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES, AND MESSAGEMEDIA WILL MERGE WITH AND INTO DOUBLECLICK. 2. TO GRANT THE BOARD OF DIRECTORS DISCRETIONARY AUTHORITY TO ADJOURN THE SPECIAL MEETING OF STOCKHOLDERS TO SOLICIT ADDITIONAL VOTES FOR ADOPTION [ ] [ ] [ ] OF THE MERGER AGREEMENT 3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OF STOCKHOLDERS OR ANY ADJOURNMENT OR POSTPONEMENT OF SUCH MEETING [ ] [ ] [ ]
Please date and sign exactly as your name appears on the envelope in which this material was mailed. If shares are registered in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should add their titles. If signer is a corporation, please give full corporate name and have a duly authorized officer sign, stating title. If signer is a partnership, please sign in partnership name by an authorized person. ------------------------------------------- Name(s) of Stockholder ------------------------------------------- Signature(s) of Stockholder -------------------------------------------------------------------------------- FOLD AND DETACH HERE