Exhibit 99.1
TWENTY-FIRST CENTURY FOX, INC. 1211 A ENUE OF THE AMERICAS 13TH FLOOR
NEW YORK, NY 10036
OTE BY INTERNETwww.proxy ote.com
Use the Internet to transmit your oting instructions and for electronic deli ery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Ha e your proxy
card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic oting instruction form.
OTE BY PHONE1-800-690-6903
Use any touch-tone
telephone to transmit your oting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Ha e your proxy card in hand when you call and then follow the instructions.
OTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid en elope we
ha e pro ided or return it to ote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
SHAREHOLDER MEETING REGISTRATION
To ote and/or attend the meeting, go to the Register
for Meeting link at www.proxy ote.com.
TO OTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E49608-Z72932KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS ALID ONLY WHEN SIGNED AND
DATED. DETACH AND RETURN THIS PORTION ONLY
TWENTY-FIRST CENTURY FOX, INC.
CLASS A COMMON STOCK
THE BOARD OF DIRECTORS RECOMMENDS YOU OTE FOR THE
FOLLOWING PROPOSALS. ForAgainstAbstain
1. A proposal to adopt the Amended and Restated Agreement and Plan of Merger,
dated as of June 20, 2018, as it may be amended from time to time, by and among
Twenty-First Century Fox, Inc. (21CF), a Delaware corporation, The
Walt Disney Company (Disney), a Delaware corporation, TWDC Holdco 613 Corp. (New
Disney), a Delaware corporation
and a wholly owned subsidiary of Disney, WDC Merger Enterprises I, Inc., a Delaware corporation and a wholly owned subsidiary
of New
Disney, and WDC Merger Enterprises II, Inc., a Delaware corporation and a wholly owned subsidiary of New Disney, a copy of which is attached as Annex
A to the accompanying joint proxy statement/prospectus (referred to as the combination merger proposal); and
2. A proposal to adopt the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018, as it may be amended from time to
time,
by and between 21CF and 21CF Distribution Merger Sub, Inc., a Delaware corporation, a copy of which is attached as Annex B to the accompanying joint
proxy
statement/prospectus (referred to as the distribution merger proposal).
NOTE: In their discretion, the proxies are authorized to ote upon such other business as may properly come before the meeting or any adjournment thereof.
NOTE: This Proxy must be signed exactly as your name appears hereon. When shares are held jointly, each holder should sign. When signing as executor,
administrator,
attorney, trustee or guardian, please gi e full title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, gi ing full title as such.
If signer is a partnership, please sign in partnership name by authorized
person.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners)Date
If you plan to attend the Special Meeting on [TBD], 2018, you must request an admission ticket in ad ance following the instructions set
forth in the Proxy Statement.
Requests for admission tickets will be processed in the order in which they are recei ed and must be submitted no later than [TBD],
2018. On the day of the Special Meeting, each stockholder will be required to present a go ernment-issued picture identification such as a dri ers license or passport with their admission ticket. Seating will begin at [TBD] a.m. (Eastern Time)
and the Special Meeting will begin at [TBD] a.m. (Eastern Time). Cameras, recording de ices and other electronic de ices will not be permitted at the Special Meeting.
Important Notice Regarding the A ailability of Proxy Materials for the Special Meeting:
The
Proxy Statement is a ailable at www.proxy ote.com.
E49609-Z72932
FORM OF
PROXY
IMPORTANT NOTICE TO STOCKHOLDERS of Twenty-First Century Fox, Inc.
The
Special Meeting of Stockholders will be held at the [TBD] on [TBD], 2018 [TBD] a.m. (Eastern Time) PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
TWENTY-FIRST CENTURY FOX, INC. FOR THE SPECIAL MEETING OF STOCKHOLDERS ON [TBD], 2018
The undersigned, a stockholder of Twenty-First Century Fox, Inc., a Delaware
corporation (21CF), acknowledges receipt of a copy of the Notice of Special Meeting of Stockholders, the accompanying Proxy Statement, and re oking any proxy pre iously gi en, hereby constitutes and appoints Messrs. Lachlan K. Murdoch,
James R. Murdoch and John P. Nallen and each of them his true and lawful agents and proxies with full power of substitution in each to ote the shares of Class A common stock of 21CF standing in the name of the undersigned at the Special Meeting
of Stockholders of 21CF to be held on [TBD], 2018 at [TBD] a.m. (Eastern Time) at the [TBD].
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE OTED IN THE MANNER
DIRECTED HEREBY BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXIES WILL OTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS ON ALL MATTERS LISTED ON THIS PROXY, AND IN ACCORDANCE WITH THEIR JUDGMENT ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED EN ELOPE.
(Continued and to be signed on re erse side)
TWENTY-FIRST CENTURY FOX, INC. 1211 A ENUE OF THE AMERICAS 13TH FLOOR
NEW YORK, NY 10036
OTE BY INTERNETwww.proxy ote.com
Use the Internet to transmit your oting instructions and for electronic deli ery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Ha e your proxy
card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic oting instruction form.
OTE BY PHONE1-800-690-6903
Use any touch-tone
telephone to transmit your oting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Ha e your proxy card in hand when you call and then follow the instructions.
OTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid en elope we
ha e pro ided or return it to ote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
SHAREHOLDER MEETING REGISTRATION
To ote and/or attend the meeting, go to the Register
for Meeting link at www.proxy ote.com.
TO OTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E49610-Z72932KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS ALID ONLY WHEN SIGNED AND
DATED. DETACH AND RETURN THIS PORTION ONLY
TWENTY-FIRST CENTURY FOX, INC.
CLASS B COMMON STOCK
THE BOARD OF DIRECTORS RECOMMENDS YOU OTE
FOR For Against Abstain
THE FOLLOWING PROPOSALS.
1. A proposal to adopt the Amended and Restated Agreement ForAgainstAbstain
and Plan of Merger, dated as of June 20, 2018, as it may
be
amended from time to time, by and among Twenty-First
Century Fox, Inc. (21CF), a Delaware corporation, The
Walt 4.A proposal to appro e adjournments of the 21CF special
Disney Company (Disney), a Delaware corporation,
TWDC meeting, if necessary or appropriate, to solicit additional
Holdco 613 Corp. (New Disney), a Delaware
corporation proxies if there are insufficient otes at the time of the
and a wholly owned subsidiary of Disney, WDC
Merger 21CF special meeting to appro e the combination merger
Enterprises I, Inc., a Delaware corporation and a wholly
owned proposal, the distribution merger proposal or the 21CF charter
subsidiary of New Disney, and WDC Merger Enterprises
II, amendment proposal (referred to as the 21CF adjournment
Inc., a Delaware corporation and a wholly owned
subsidiary proposal); and
of New Disney, a copy of which is attached as Annex A to the
accompanying joint proxy statement/prospectus (referred to
as the
combination merger proposal); and 5.A compensation proposal to appro e, that may by be non-binding, paid or become ad isory payable ote, to certain 21CFs
named executi e officers in connection with the transactions
2. A
proposal to adopt the Amended and Restated Distribution and the agreements and understandings pursuant to which
Agreement and Plan of Merger, dated as of
June 20, 2018, such compensation may be paid or become payable (referred
as it may be amended from time to time, by and
between to as the compensation proposal).
21CF and 21CF Distribution Merger Sub, Inc., a Delaware
corporation, a copy of which is attached as Annex B to the
accompanying joint proxy statement/prospectus (referred to NOTE: In their discretion, the proxies are authorized to ote upon
as the distribution merger proposal); such other business as may properly come before the meeting or
any adjournment thereof.
3. A proposal to appro e an amendment to the
Restated
Certificate of Incorporation of 21CF (referred to as the 21CF
charter) with respect to the hook stock shares as described
in
the accompanying joint proxy statement/prospectus and
the certificate of amendment to the 21CF charter, a copy
of which is attached as Annex E to the accompanying joint
proxy statement/prospectus (referred to as the 21CF charter
amendment proposal);
NOTE: This Proxy must be
signed exactly as your name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please gi e full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, gi ing
full title as such.
If signer is a partnership, please sign in partnership name by authorized person.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners)Date
If you plan to attend the Special Meeting on [TBD], 2018, you must request an admission ticket in ad ance following the instructions set
forth in the Proxy Statement.
Requests for admission tickets will be processed in the order in which they are recei ed and must be submitted no later than [TBD],
2018. On the day of the Special Meeting, each stockholder will be required to present a go ernment-issued picture identification such as a dri ers license or passport with their admission ticket. Seating will begin at [TBD] a.m. (Eastern Time)
and the Special Meeting will begin at [TBD] a.m. (Eastern Time). Cameras, recording de ices and other electronic de ices will not be permitted at the Special Meeting.
Important Notice Regarding the A ailability of Proxy Materials for the Special Meeting:
The
Proxy Statement is a ailable at www.proxy ote.com.
E49611-Z72932
FORM OF
PROXY
IMPORTANT NOTICE TO STOCKHOLDERS of Twenty-First Century Fox, Inc.
The
Special Meeting of Stockholders will be held at the [TBD] on [TBD], 2018 [TBD] a.m. (Eastern Time) PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
TWENTY-FIRST CENTURY FOX, INC. FOR THE SPECIAL MEETING OF STOCKHOLDERS ON [TBD], 2018
The undersigned, a stockholder of Twenty-First Century Fox, Inc., a Delaware
corporation (21CF), acknowledges receipt of a copy of the Notice of Special Meeting of Stockholders, the accompanying Proxy Statement, and re oking any proxy pre iously gi en, hereby constitutes and appoints Messrs. Lachlan K. Murdoch,
James R. Murdoch and John P. Nallen and each of them his true and lawful agents and proxies with full power of substitution in each to ote the shares of Class B common stock of 21CF standing in the name of the undersigned at the Special Meeting
of Stockholders of 21CF to be held on [TBD], 2018 at 10:00 a.m. (Eastern Time) at the [TBD].
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE OTED IN THE MANNER
DIRECTED HEREBY BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXIES WILL OTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS ON ALL MATTERS LISTED ON THIS PROXY, AND IN ACCORDANCE WITH THEIR JUDGMENT ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED EN ELOPE.
(Continued and to be signed on re erse side)