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EXHIBIT 99.03
QUINTILES TRANSNATIONAL CORP.
Proxy for Special Meeting of Shareholders
Solicited by the Board of Directors
The undersigned hereby appoints Dennis B. Gillings, Ph.D. and Santo J.
Costa and each of them as attorney and proxy of the undersigned, each with the
full power of substitution and with authority in each of them to act in the
absence of the other, to vote all of the shares of stock in Quintiles
Transnational Corp., which the undersigned is entitled to vote at the Special
Meeting of Shareholders to be held at ____________on ___________, ______, 1999
at ____ p.m., Eastern Standard Time, and any adjournments thereof (1) as
hereinafter specified upon the proposals listed below and as more particularly
described in Quintiles' Joint Proxy Statement/Prospectus dated February __,
1999; and (2) in their discretion upon such other matters as may properly come
before the meeting and any adjournment thereof.
The Board of Directors Recommends a Vote FOR the Proposals Listed
Below.
Proposal One Approval of the issuance of approximately
28,421,000 shares of Quintiles common stock to the
shareholders of ENVOY Corporation, a Tennessee
corporation, in exchange for their shares of ENVOY
common stock and ENVOY Series B convertible preferred
stock pursuant the Merger Agreement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal Two Approval of an amendment to Quintiles' Amended and
Restated Articles of Incorporation to increase the
number of authorized shares of Quintiles common stock
from 200,000,000 to 500,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy will be voted as directed by the undersigned shareholder.
Unless contrary direction is given, this proxy will be voted FOR each proposal.
The undersigned shareholder may revoke this proxy at any time before it is voted
by delivering to the Secretary of Quintiles either a written revocation of the
proxy or a duly executed proxy bearing a later date, or by appearing at the
Special Meeting and voting in person. The undersigned shareholder hereby
acknowledges receipt of notice of the Special Meeting and Joint Proxy
Statement/Prospectus dated February __, 1999 and hereby revokes any proxy or
proxies heretofore given.
By signing a proxy, the undersigned shareholder authorizes the proxy
holder to vote in his discretion regarding any procedural motions which may
come before the Special Meeting. For example, this authority could be used to
adjourn the Special Meeting if Quintiles believes it is desirable to do so.
Adjournment or other procedural matters could be used to obtain more time
before a shareholder vote in order to solicit additional proxies or to provide
additional information to shareholders. Quintiles has no plans to adjourn the
meeting at this time, but intends to do so if it believes that doing so would
promote shareholder interests.
(Continued and to be signed on the reverse)
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(Continued from other side)
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign.
Date , 1999
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(Be sure to date Proxy)
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Signature and title, if applicable
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Signature if held jointly
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign the full
corporate name by the President or
other authorized officer. If a
partnership, please sign in the
partnership name by an authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.