PROXY
LASER VISION CENTERS, INC.
540 Maryville Centre Drive, Suite 200
St. Louis, Missouri 63141
For the Special Meeting of Shareholders to be held April 18, 2002
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder(s) of LASER VISION CENTERS, INC.
("LaserVision") does hereby nominate, constitute and appoint John J. Klobnak and
Robert W. May, or each of them (with full power to act alone), true and lawful
proxies and attorneys-in-fact, with full power of substitution, for the
undersigned and in the name, place and stead of the undersigned to vote all of
the shares of common stock, $0.01 par value, of LaserVision standing in the name
of the undersigned on its books at the close of business on March 5, 2002 at the
Special Meeting of Shareholders to be held at the Doubletree Hotel and
Conference Center, 16625 Swingley Ridge Drive, Chesterfield, Missouri, on April
18, 2002, at 9:00 a.m., Central Standard Time, and at any adjournments or
postponements thereof, with all the powers the undersigned would possess if
personally present, as follows:
1. To consider and vote upon a proposal to approve the acquisition of
LaserVision by TLC Laser Eye Centers Inc. ("TLC") in accordance with the
agreement and plan of merger, dated as of August 25, 2001, by and among
LaserVision, TLC and a wholly owned subsidiary of TLC, and the
transactions contemplated by that agreement. Under the terms of the merger
agreement, a subsidiary of TLC will merge with and into LaserVision and
LaserVision will become a wholly owned subsidiary of TLC upon the terms
and subject to the conditions set forth in the merger agreement, as more
fully described in the accompanying joint proxy statement/prospectus.
|_| FOR |_| AGAINST |_| ABSTAIN
2. To transact such other business that may properly come before the special
meeting or any adjournments or postponements of the special meeting.
|_| FOR |_| AGAINST |_| ABSTAIN
3. To authorize the Board of Directors to adjourn the special meeting to
permit further solicitation of proxies, if necessary.
|_| FOR |_| AGAINST |_| ABSTAIN
The Board of Directors recommends a vote "FOR" approval of the agreement
and plan of merger and the transactions contemplated thereby.
The undersigned hereby revokes any other proxies to vote at such meeting
and hereby ratifies and confirms all that the proxies and attorneys-in-fact, or
each of them, appointed hereunder may lawfully do by virtue hereof. Said proxies
and attorneys-in-fact, without limiting their general authority, are
specifically authorized to vote in accordance with their best judgment with
respect to all matters incident to the conduct of the special meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is given herein, this
proxy will be voted "FOR" each of the proposals listed above.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY SO THAT IT IS RECEIVED
BY APRIL 17, 2002 USING THE ENVELOPE PROVIDED.
Check appropriate box and
indicate changes below:
Address Change? |_| Name Change? |_|
_________________________________
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___________________________________ |_________________________________|
Name of Shareholder Signature(s) in Box
(Please print clearly)
___________________________________ _________________________________|
Number of Shares Date
Please sign this proxy card exactly as your shares are registered. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If more than one person holds the power to vote the same shares, any one
of them may sign this proxy card. If the shareholder is a corporation, this
proxy card must be signed by a duly authorized officer of the shareholder. By
signing this proxy card, you acknowledge receipt of the Notice of Special
Meeting and the Joint Proxy Statement/Prospectus (with all enclosures and
attachments), dated March 1, 2002, relating to the special meeting.
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