Exhibit 99.7
[AT&T LOGO] 117TH ANNUAL MEETING OF SHAREHOLDERS ADMISSION TICKET
Wednesday, July 10, 2002 Please present
AT&T Corp. 9:30 a.m. local time this ticket for
c/o Proxy Services Charleston Area Convention Center Complex admittance of
P.O. Box 9398 Exhibit Hall C shareholder(s)
Boston, MA 02205 5001 Coliseum Drive named below.
N. Charleston, South Carolina 29418
(Travel directions are located
at the end of Chapter XIV of the
joint proxy statement/prospectus)
VOTE BY TELEPHONE OR INTERNET
Your telephone or Internet vote authorizes the Proxy Committee to vote your
shares in the same manner as if you marked, signed, and returned your proxy
card. FOR TELEPHONE OR INTERNET VOTING, YOU WILL NEED TO ENTER YOUR INDIVIDUAL
9-DIGIT CONTROL NUMBER LOCATED ABOVE YOUR NAME AND ADDRESS IN THE LOWER LEFT
SECTION OF THE CARD.
SIGN UP FOR ELECTRONIC ACCESS TO PROXY MATERIALS
For your convenience, AT&T is providing shareholders with an opportunity to
electronically access, view, and download the AT&T Annual Report and Joint Proxy
Statement/Prospectus via the AT&T Investor Relations Website at
http://www.att.com/ir. With this fast and easy electronic access feature,
shareholders will no longer receive paper copies of these documents. To sign up
for Electronic Access, please mark the Electronic Access Box below, or follow
the instructions provided when you vote by telephone or Internet.
DETACH CARD IF MAILING. IF YOU HAVE VOTED BY TELEPHONE OR INTERNET,
DO NOT RETURN YOUR PROXY CARD.
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[X] PLEASE MARK ____
VOTES AS IN |
THIS EXAMPLE. |
Your Directors recommend a vote "FOR" items 1, 2, 3, 3a, 4, 5, 6, and 7 ...
and "AGAINST" items 8, 9, 10, 11, and 12.
__ __
| |
I/We plan to [ ] Electronic [ ]
attend the Access
Annual Meeting. (I PREFER TO ACCESS
THE ANNUAL REPORT
AND PROXY STATEMENT
ELECTRONICALLY).
Signature(s): ____________________________________________ Date __________, 2002
Please sign this proxy as name(s) appears above and return it promptly whether
or not you plan to attend the annual meeting. If signing for a corporation or
partnership or as agent, attorney or fiduciary, indicate the capacity in which
you are signing. If you do attend the annual meeting and decide to vote by
ballot, such vote will supersede this proxy.
[AT&T Logo] NOTICE OF ANNUAL MEETING OF AT&T SHAREHOLDERS
TO BE HELD ON JULY 10, 2002
The 117th annual meeting of shareholders of AT&T Corp. will be held at 9:30
a.m., local time, on Wednesday, July 10, 2002 at the Charleston Area
Convention Center Complex, Charleston, South Carolina for the following
purposes:
* to elect directors for the ensuing year;
* to ratify the appointment of auditors to examine AT&T's accounts for
the year 2002;
* to approve and adopt the merger agreement by and among AT&T Corp.,
AT&T Broadband Corp., Comcast Corporation, and the other parties
thereto, whereby AT&T Broadband, a newly formed company that will
contain our broadband businesses, will be spun off and combined with
Comcast in a new Pennsylvania corporation called "AT&T Comcast
Corporation," and the transactions contemplated by the merger
agreement, including the AT&T Broadband spin-off;
* to approve the AT&T Comcast charter, including the corporate
governance provisions of the AT&T Comcast charter described in the
joint proxy statement/prospectus;
* to approve and adopt an amendment to AT&T's charter to authorize the
creation of AT&T Consumer Services Group tracking stock;
* to approve a new incentive plan to enable AT&T to grant incentive
awards based on shares of AT&T Consumer Services Group tracking stock
to officers and employees of AT&T and its subsidiaries;
* to approve an amendment to AT&T's employee stock purchase plan to
permit the issuance of AT&T Consumer Services Group tracking stock
under the plan;
* to approve an amendment to AT&T's charter to effect a one-for-five
reverse stock split of AT&T common stock at the discretion of our
board of directors; and
* to act upon such other matters, including the shareholder proposals
set forth in Chapter XIV of the joint proxy statement/prospectus, as
may properly come before the AT&T annual meeting or any adjournment
or postponement thereof.
We describe these items of business more fully in the joint proxy
statement/prospectus.
Only holders of record of AT&T common stock at the close of business on
May 14, 2002 are entitled to notice of, and to vote at, the annual meeting
or any adjournment or postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Marilyn J. Wasser
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Marilyn J. Wasser
Vice President -- Law and Secretary
IMPORTANT NOTICE: If you attend the meeting you may be asked to present
valid government-issued photo identification, such as a driver's license
or passport, before being admitted. Cameras, recording devices, and other
electronic devices will not be permitted, and attendees will be subject
to security inspections.
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AT&T CORP. [AT&T LOGO]
295 NORTH MAPLE AVENUE, BASKING RIDGE, NJ 07920-1002
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING ON JULY 10, 2002
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The undersigned hereby appoints C.M. Armstrong, D.F. McHenry, and C.H.
O Noski, and each of them, proxies, with the powers the undersigned would
possess if personally present, and with full power of substitution, to vote
X all shares of the undersigned in AT&T Corp. at the annual meeting of
shareholders to be held at the Charleston Area Convention Center Complex,
Y Charleston, South Carolina at 9:30 a.m. on July 10, 2002, and at any
adjournment or postponement thereof, upon all subjects that may properly
come before the meeting, including the matters described in the proxy
statement furnished with the proxy card, subject to any directions
indicated on the other side of the proxy card. IF NO DIRECTIONS ARE GIVEN,
THE PROXIES WILL VOTE FOR THE ELECTION OF ALL LISTED NOMINEES, UNLESS THE
NOMINATION IS WITHDRAWN AS DESCRIBED IN THE PROXY STATEMENT, AND IN ACCORD
WITH THE DIRECTORS' RECOMMENDATIONS ON THE OTHER SUBJECTS LISTED ON THE
OTHER SIDE OF THE PROXY CARD. IN THE EVENT THAT ANY OTHER MATTER MAY
PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF, THE PROXY COMMITTEE IS AUTHORIZED, AT THEIR DISCRETION, TO VOTE
THE MATTER.
This card also provides voting instructions for shares held in the dividend
reinvestment plan and, if registrations are identical, shares held in the
various employee stock purchase and savings plans as described in the proxy
statement. Your vote for the election of directors may be indicated on the
other side. Nominees are: C.M. Armstrong, J.M. Cook, K.T. Derr, D.W.
Dorman, M.K. Eickhoff, G.M.C. Fisher, F.C. Herringer, A.B. Hostetter, Jr.,
S.A. Jackson, D.F. McHenry, C.H. Noski, L.A. Simpson, M.I. Sovern, S.I.
Weill, and T.L. White. PLEASE SIGN ON THE OTHER SIDE OF THE CARD AND RETURN
IT PROMPTLY TO AT&T CORP., c/o PROXY SERVICES, P.O. BOX 9390, BOSTON, MA
02205-9968. IF YOU DO NOT SIGN AND RETURN A PROXY CARD, VOTE BY TELEPHONE
OR INTERNET, OR ATTEND THE ANNUAL MEETING AND VOTE BY BALLOT, YOUR SHARES
CANNOT BE VOTED.
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