EX-99.10 11 dex9910.txt ICO GROUP SHAREHOLDER PROXY EXHIBIT 10 ICO, INC. PROXY The undersigned hereby appoints ASHER O. PACHOLDER and SYLVIA FOR A. PACHOLDER, or any one of them, proxies of the undersigned, each SPECIAL with the power of substitution, to vote all shares of common stock MEETING which the undersigned would be entitled to vote at the Special Meeting of Shareholders of ICO, Inc. to beheld in Houston, Texas on Monday, April 29, 1996, and any adjournment of such meeting on the matters specified and in their discretion with respect to such other business as may come before the meeting or any adjournment thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS: 1. Approval of the Issuance of ICO, Inc. Common Stock in connection with the Merger Agreement among ICO, Inc., W Acquisition Corp. and Wedco Technology, Inc. FOR _______ AGAINST _______ ABSTAIN _______ 2. Approval of an amendment to ICO, Inc.'s Articles of Incorporation to change ICO, Inc.'s name to "Willoughby International, Inc.", if the Merger provided for in the Merger Agreement among ICO, Inc., W Acquisition Corp. and Wedco Technology, Inc. is consummated. FOR _______ AGAINST _______ ABSTAIN _______ YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES WITH AN "X", BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A CONTRARY CHOICE IS SPECIFIED. (This proxy is continued and is to be signed on the reverse side) 65 PROXY Change of address FOR SPECIAL ______________________________ MEETING ______________________________ (CONTINUED) ______________________________ ______________________________ Attend Meeting Yes _____ No ______ Date_____________________, 1996 ______________________________ Signature(s) ______________________________ Signature(s) (Important: Please sign exactly as name appears hereon indicating, where proper, official position or representative capacity. In the case of joint holders, all should sign.) THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 66