EX-99.4 14 b55111a2exv99w4.txt FORM OF PROXY CARD OF NUANCE COMMUNICATIONS,INC. EXHIBIT 99.4 -------------------------------------------------------------------------------- [NUANCE LOGO] NUANCE COMMUNICATIONS, INC. Special Meeting of Stockholders -- August 31, 2005 The undersigned stockholder of Nuance Communications, Inc., a Delaware Corporation, (the "Company") acknowledges receipt of the Joint Proxy Statement/Prospectus dated August 1, 2005, and appoints Chuck Berger and Karen Blasing, or either of them, as the proxies and attorneys-in-fact, each with full power of substitution, on behalf and in the name of the undersigned to vote and otherwise represent all of the shares registered in the name of the undersigned at the Special Meeting of Stockholders of the Company to be held on August 31, 2005, at 8:00 A.M. (Pacific Time), at the Company's offices, 1350 Willow Road, Menlo Park, California 94025, and any adjournment thereof, with the same effect as if the undersigned were present and voting such shares, on the following matters and in the following manner: TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. (Continued and to be signed on reverse side.)
[NUANCE LOGO] VOTE BY INTERNET - WWW.PROXYVOTE.COM Use the Internet to transmit your C/O MELLON INVESTORS voting instructions and for electronic 235 MONTGOMERY STREET delivery of information up until 11:59 23rd FLOOR P.M. Eastern Time on August 30, 2005. SAN FRANCISCO, CA 94104 Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on August 30, 2005. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Nuance Communications, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
NUCOMM KEEP THIS PORTION FOR YOUR RECORDS -------------------------------------------------------------------------------------------- DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. NUANCE COMMUNICATIONS, INC. The Board of Directors unanimously recommends a vote "FOR" item 1. VOTE ON MERGER 1. To adopt the Agreement and Plan of Merger dated FOR AGAINST ABSTAIN May 9, 2005 among Scansoft, Inc., Nova Acquisition Corporation, Nova Acquisition LLC and the Company, [ ] [ ] [ ] and to approve the merger contemplated thereby. 2. To transact such other business as may properly come before the meeting or any adjournment thereof. The shares represented by this proxy, when properly executed, will be voted in accordance with the specification made by the undersigned stockholder(s). If no specification is made, the shares represented by this proxy will be voted for proposal 1, and for or against such other matters as may properly come before the meeting as the proxyholders deem advisable. Sign exactly as your name(s) appear on the stock certificate. A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. Executors, administrators, trustees, etc. are requested to so indicate when signing. If stock is registered in two names, both should sign.
________________________________________________ ________________________________________________ Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date