Exhibit 99
3755 Riverside Drive, Ottawa, Ontario, K1G 4K9
PROXY
Annual and Special Meeting of Shareholders to be held on July 2, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE CORPORATION
The undersigned shareholder of COGNOS INCORPORATED (the "Corporation") hereby
appoints each of James M. Tory, Chairman of the Board and Robert G. Ashe,
President and Chief Operating Officer of the Corporation, or instead of
them_____________ as proxy of the undersigned, with full power of substitution
and authorizes each of them to represent and vote, as designated below, all of
the Common Shares of the Corporation owned of record on May 3, 2002, by the
undersigned at the Annual and Special Meeting of Shareholders of the Corporation
to be held on the 2nd day of July, 2002 and any adjournment thereof, in the
same manner, to the same extent and with the same powers as if the undersigned
were present at that meeting or any adjournment.
1. ELECTION OF DIRECTORS
FOR [_] WITHHOLD AUTHORITY TO VOTE [_] for nominees listed below
(INSTRUCTIONS: To WITHHOLD authority to vote for any individual nominee,
strike a line through the nominee's name in the list below)
John E. Caldwell, Douglas C. Cameron, Pierre Y. Ducros, Robert W. Korthals,
William Russell, James M. Tory, and Renato Zambonini.
2. APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR [_] WITHHOLD AUTHORITY TO VOTE [_]
3. APPROVAL OF RESOLUTION REGARDING THE 2002-2003 STOCK OPTION PLAN
FOR [_] AGAINST [_]
4. APPROVAL OF RESOLUTION EXTENDING THE EMPLOYEE STOCK PURCHASE PLAN
FOR [_] AGAINST [_]
5. CONFIRMATION OF AMENDMENT TO THE CORPORATION'S ARTICLES AND BY-LAW No. 1
FOR [_] AGAINST [_]
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment thereof.
This Proxy confers authority for the above named to vote in their discretion
with respect to amendments or variations to the matters identified in the
Notice of the Meeting accompanying this Proxy or other matters which may
properly come before that Meeting.
This Proxy when properly executed will be voted in the manner directed above
by the undersigned shareholder. If the persons named in this Proxy are
appointed by the undersigned and no direction is made, they will vote for
proposals 1, 2, 3, 4 and 5. If someone other than the persons named is
appointed and no direction is made, that person may vote at his or her
discretion. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
DATED the day of , 2002.
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(Signature of Shareholder) (Signature if held jointly)
NOTES:
1. The shares represented by this Proxy will be voted unless authority to vote
is withheld.
2. Every shareholder has the right to appoint a person to represent that
shareholder (who need not to be a shareholder) other than the persons
specified above, to attend the meeting and act on the shareholder's behalf.
You may exercise that right by inserting the name of the person to be
appointed in the blank space provided in this Proxy.
3. Please sign exactly as your name appears on the Proxy and date the Proxy.
If this Proxy is not dated, it will be deemed to bear the date on which it
was mailed. Where 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 the shareholder is a Corporation, this Proxy
must be executed by an authorized person. If a partnership, please sign in
partnership name by an authorized person.
4. To be valid, this Proxy must be signed and deposited with Computershare
Trust Company of Canada at 100 University Avenue, 11th Floor, Toronto,
Ontario, Canada M5J 2Y1 or the Secretary of the Corporation, not later than
48 hours preceding the Meeting or any adjournment of the Meeting.