P R O X Y IES INDUSTRIES INC.
PROXY CARD FOR ANNUAL MEETING ON SEPTEMBER 5, 1996
The undersigned hereby appoints David Q. Reed, Henry Royer and Robert W.
Schlutz, jointly and severally, with full power of substitution, to vote all
shares of Common Stock which the undersigned is entitled to vote at the Annual
Meeting of Shareholders to be held at the Collins Plaza Hotel, 1200 Collins Road
N.E., Cedar Rapids, Iowa, on the 5th day of September, 1996, at 10:00 A.M.
(CDT), or any adjournment thereof.
The Board of Directors unanimously recommends a vote FOR the following.
1. The election of directors: FOR ALL / / AGAINST ALL / /
EXCEPTIONS / /
Nominees: C.R.S. Anderson; J. Wayne Bevis; Lee Liu; Jack R. Newman;
Robert D. Ray; David Q. Reed; Henry Royer;
Robert W. Schlutz; Anthony R. Weiler.
Exception(s):
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2. Approval of Merger Agreement: FOR / / AGAINST / / ABSTAIN / /
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED AND
BY THE PERSONS NAMED ABOVE IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AND FOR
APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 10, 1995,
AS AMENDED, BY AND BETWEEN, AMONG OTHERS, WPL HOLDINGS, INC.; IES INDUSTRIES
INC.; AND INTERSTATE POWER COMPANY.
(Continued, and to be signed on the other side)
(Continued from other side)
Dated , 1996 PLEASE
------------------- ------------------------------- INDICATE
ANY
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Signature of Shareholder IN
ADDRESS
Please sign exactly as name appears.
Executors, administrators, trustees, etc., should give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer.
PLEASE DATE, SIGN AND RETURN THIS PROXY
IES INDUSTRIES INC.
Proxy/Direction Card for
Annual Meeting on September 5, 1996
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THIS PROXY/DIRECTION IS SOLICITED BY THE BOARD OF DIRECTORS OF IES INDUSTRIES
INC ("IES INDUSTRIES").
The undersigned hereby appoints David Q. Reed, Henry Royer, and Robert W.
Schlutz, jointly and severally, with full power of substitution, to vote all
shares of common stock which the undersigned holds of record and is entitled
to vote at the Annual Meeting of Shareholders to be held at the Collins Plaza
Hotel, 1200 Collins Road N.E., Cedar Rapids, Iowa, on the 5th day of
September, 1996 at 10:00 a.m. (CDT), or any adjournment thereof. ALL SHARES
VOTABLE INCLUDE SHARES HELD OF RECORD BY THE ADMINISTRATOR FOR THE
PARTICIPANTS IN THE IES INDUSTRIES DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLAN, EMPLOYEE STOCK PURCHASE PLAN, BONUS STOCK OWNERSHIP PLAN, EMPLOYEE
STOCK OWNERSHIP PLAN AND EMPLOYEE SAVINGS PLAN. SHARES WILL BE VOTED IN THE
MANNER SPECIFIED BY THE UNDERSIGNED AND IN THE DISCRETION OF THE PERSONS
NAMED ABOVE OR SUCH ADMINISTRATOR ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED
BY THE PERSONS NAMED ABOVE OR SUCH ADMINISTRATOR FOR ALL NOMINEES TO THE
BOARD OF DIRECTORS AND FOR APPROVAL OF THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF NOVEMBER 10, 1995, AS AMENDED, BY AND BETWEEN, AMONG OTHERS, WPL
HOLDINGS, INC.; IES INDUSTRIES INC.; AND INTERSTATE POWER COMPANY. The
following space is provided for comments. Please mark the comments box on the
reverse side if you use this space.
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(continued and to be signed on reverse side)
/X/ Please mark your
votes as in this
example / /
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOLLOWING:
AGAINST EXCEPTIONS:
1. THE ELECTION OF FOR ALL ALL EXCEPTIONS NOMINEES: C.R.S. Anderson; J. Wayne
DIRECTORS: / / / / / / Bevis; Lee Liu; Jack R. Newman; Robert D. To withold authority to vote for any
Ray; David Q. Reed; Henry Royer; Robert particular nominee write the
W. Schultz; Anthony R. Weiler. nominee's name(s) on the line(s)
below:
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FOR AGAINST ABSTAIN
2. APPROVAL / / / / / / Approve Agreement and Plan of Merger,
OF dated as of November 10, 1995, as amended,
MERGER by and between, among others, WPL
AGREEMENT Holdings, Inc.; IES Industries, Inc.; and
Interstate Power Company.
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If you have noted comments
on the other side of the card
mark here. / /
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Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
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SIGNATURE(S) DATE