PLM INTERNATIONAL, INC. ONE MARKET PLAZA, STEUART STREET TOWER, SUITE 900, SAN FRANCISCO, CA 94105 SPECIAL MEETING OF STOCKHOLDERS--DECEMBER 20, 1994 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints J. Alec Merriam and Allen V. Hirsch as Proxies, each with the power to appoint his substitute, and hereby authorizes each of them to vote, as designated below, all the shares of Common Stock of PLM International, Inc. held of record by the undersigned on November 21, 1994 at the Special Meeting of Stockholders to be held on December 20, 1994, or any adjournment thereof. The Board of Directors recommends a vote FOR Proposal 1: PROPOSAL NO. 1: Approval of the Amendment to Section 5 of the Certificate of Designations of Series A Preferred Stock [ ] FOR [ ] AGAINST [ ] ABSTAIN (CONTINUED AND TO BE SIGNED ON REVERSE SIDE) (CONTINUED FROM OTHER SIDE) This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR Proposal 1. Please sign exactly as name appears below. Dated: , 1994 ---------------------- ---------------------------------- Signature ---------------------------------- Signature (If held jointly) When 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 a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.