SHIVA CORPORATION
Proxy for Annual Meeting of Stockholders
June 18, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert P. Cirrone and M. Elizabeth
Potthoff, and each of them, proxies, with full power of substitution,
to vote all shares of stock of Shiva Corporation (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Company to be held on Thursday, June 18, 1998,
at 10:00 a.m., local time, at the Fleet Headquarters, Fleet Center,
75 State Street, 8th Floor, Boston, Massachusetts 02109, and at
any adjournments thereof, upon matters set forth in the Notice of
of Annual Meeting of Stockholders and Proxy Statement dated April
30, 1998, a copy of which has been received by the undersigned.
Execution of a proxy will not in any way affect a stockholder's
right to attend the meeting and vote in person. The proxies are
further authorized to vote, in their discretion, upon such other
business as may properly come before the meeting or any adjournments
thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR,
IF NO DIRECTION IS GIVEN, WILL BE VOTED "FOR" THE ELECTION OF
DIRECTORS AND IN THE MANNER DIRECTED BY THE BOARD OF DIRECTORS
WITH RESPECT TO ANY OTHER MATTER PROPERLY BROUGHT BEGFORE THE
ANNUAL MEETING.
SEE REVERSE SIDE
The Board of Directors Recommends a vote FOR Proposals 1 and 2.
Please mark your
votes as indicated [ X ]
in this example.
[ ] To vote for all items AS RECOMMENDED BY THE BOARD OF
DIRECTORS, mark this box, sign, date and return this
Proxy. (No additional vote necessary.)
1. To elect two members to the Board of Directors, FOR WITHHELD
each to serve for a three-year term as a Class [ ] [ ]
I Director:
Nominees: Paul C. O'Brien and James L. Zucco, Jr.
For all nominees except as noted below
- -----------------------------
2. In their discretion, the proxies FOR AGAINST ABSTAIN
are authorized to vote upon such [ ] [ ] [ ]
other business as may properly come
before the Annual Meeting or any
adjournment or postponement thereof
including without limitation a motion
to adjourn the Annual Meeting.
- ------------------------------ MARK HERE FOR ADDRESS [ ]
- ------------------------------ CHANGE AND NOTE AT LEFT
- ------------------------------
MARK HERE IF YOU PLAN TO [ ]
ATTEND THE MEETING
Date
-------------------------, 1998
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SIGNATURE
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SIGNATURE IF HELD JOINTLY
NOTE: If signing as attorney, executor, trustee or guardian,
please give your full title as such. If stock is held
jointly, each owner should sign.
Two new ways to vote
Vote by Telephone Vote by Internet
It's fast, convenient, and It's fast, convenient, and
your vote is immediately your vote is immediately
confirmed and posted. confirmed and posted.
Using a touch-tone phone
call the toll-free number WWW.PROXYVOTE.COM
shown on the voting
instruction form.
Just follow these 4 easy steps: Just follow these 4 easy steps:
1. Ready the accompanying Proxy 1. Read the accompanying Proxy
Statement and voting in- Statement and voting in-
struction form. struction form.
2. Call the toll-free number 2. Call the toll-free number
shown on your voting in- shown on your voting in-
struction form. struction form.
3. Enter your 12 digit Control 3. Enter your 12 digit Control
Number located on your Number located on your
voting instruction form. voting instruction form.
4. Follow the simple recorded 4. Follow the simple recorded
instructions. instructions.
Your vote is important! Your vote is important!
Do not return Voting Form if you are voting by telephone
or Internet.