EX-99 6 ex99_proxy12813.htm PROXY CARD Cognos Inc. Exhibit 99.1

Exhibit 99

3755 Riverside Drive, Ottawa, Ontario, K1G 4K9

PROXY

Annual and Special Meeting of Shareholders to be held on June 23, 2004

THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE CORPORATION

The undersigned shareholder of COGNOS INCORPORATED (the “Corporation”) hereby appoints each of James M. Tory, Chairman of the Board and Robert G. Ashe, President and Chief Operating Officer of the Corporation, or instead of them ________________________ as proxy of the undersigned, with full power of substitution and authorizes each of them to represent and vote, as designated below, all of the Common Shares of the Corporation owned of record on April 26, 2004, by the undersigned at the Annual and Special Meeting of Shareholders of the Corporation to be held on the 23rd day of June, 2004 and any adjournment thereof, in the same manner, to the same extent and with the same powers as if the undersigned were present at that meeting or any adjournment.

1.   ELECTION OF DIRECTORS

  FOR ____           WITHHOLD AUTHORITY TO VOTE ____           for nominees listed below (INSTRUCTIONS: To WITHHOLD authority to vote for any individual nominee, strike a line through the nominee’s name in the list below)

  Robert G. Ashe, John E. Caldwell, Paul D. Damp, Pierre Y. Ducros, Robert W. Korthals, John J. Rando, Bill V. Russell, James M. Tory, and Renato Zambonini.

2.   APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

  FOR ____            WITHHOLD AUTHORITY TO VOTE ____

3.   APPROVAL OF RESOLUTION A RESERVING ADDITIONAL COMMON SHARES TO THE 2003-2008 COGNOS INCORPORATED STOCK OPTION PLAN

  FOR ____            AGAINST ____

4.   APPROVAL OF RESOLUTION B REGARDING AN AMENDMENT TO THE CORPORATION’S ARTICLES OF INCORPORATION

  FOR ____            AGAINST ____

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment thereof. This Proxy confers authority for the above named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying this Proxy or other matters which may properly come before that Meeting.

This Proxy when properly executed will be voted in the manner directed above by the undersigned shareholder. If the persons named in this Proxy are appointed by the undersigned and no direction is made, they will vote FOR proposals 1, 2, 3 and 4. If someone other than the persons named is appointed and no direction is made, that person may vote at his or her discretion. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

DATED the                     day of                                         , 2004.

________________________________________________ ________________________________________________
(Signature of Shareholder) (Signature if held jointly)

NOTES:

1.   The shares represented by this Proxy will be voted unless authority to vote is withheld.

2.   Every shareholder has the right to appoint a person to represent that shareholder (who need not be a shareholder) other than the persons specified above, to attend the meeting and act on the shareholder’s behalf. You may exercise that right by inserting the name of the person to be appointed in the blank space provided in this Proxy.

3.   Please sign exactly as your name appears on the Proxy and date the Proxy. If this Proxy is not dated, it will be deemed to bear the date on which it was mailed. Where shares are held by joint tenants both should sign. When signing as attorney, executor, administrator, trustee or guardian please give full title as such. If the shareholder is a Corporation, this Proxy must be executed by an authorized person. If a partnership, please sign in partnership name by an authorized person.

4.   To be valid, this Proxy must be signed and deposited with Computershare Trust Company of Canada at 100 University Avenue, 9th Floor, Toronto, Ontario, Canada M5J 2Y1 or the Secretary of the Corporation, not later than 48 hours preceding the Meeting or any adjournment of the Meeting.