NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, APRIL 26, 2006
Notice is hereby given that the Annual Meeting of Stockholders of JAG Media Holdings, Inc., a Nevada corporation ("JAG Media"), will be held on Wednesday, April 26, 2006 at 9:00 a.m. (Pacific Standard Time) at the law offices of Jones Vargas, located on the Twelfth Floor of 100 West Liberty Street in Reno, Nevada for the following purposes:
1. To elect two directors to the Board of Directors of JAG Media;
2. To ratify the appointment of J.H. Cohn LLP as JAG Media's independent registered public accounting firm for the fiscal year ending July 31, 2006;
3. To vote upon a proposal to amend JAG Media's Articles of Incorporation to increase the authorized capital from 250,000,000 to 500,000,000 shares of common stock, par value $ 0.00001 per share (the "JAG Media Common Stock");
4. To vote upon a proposal to amend JAG Media's Articles of Incorporation to change JAG Media's name to "Cryptometrics, Inc." conditioned upon the consummation of the merger of Cryptometrics Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of JAG Media with and into Cryptometrics, Inc., a Delaware corporation;
5. To vote upon a proposal to adjourn the Annual Meeting, if necessary, to assure the presence of a quorum or solicit additional proxies to approve the foregoing proposals to amend JAG Media's Articles of Incorporation; and
6. To transact such other business as may properly come before the Annual Meeting.
The close of business on Friday, March 10, 2006 has been fixed as the record date for determining the stockholders entitled to notice of and vote at the Annual Meeting. Only holders of record of JAG Media Common Stock at that date are entitled to vote the Annual Meeting or any adjournments.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE EVEN IF YOU INTEND TO BE PRESENT AT THE MEETING. RETURNING THE PROXY WILL NOT LIMIT YOUR RIGHT TO VOTE IN PERSON OR TO ATTEND THE ANNUAL MEETING, BUT WILL ENSURE YOUR REPRESENTATION IF YOU CANNOT ATTEND. YOU MAY ALSO GRANT YOUR PROXY VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU HOLD SHARES IN MORE THAN ONE NAME, OR IF YOUR STOCK IS REGISTERED IN MORE THAN ONE WAY, YOU MAY RECEIVE MORE THAN ONE COPY OF THE PROXY MATERIAL. IF SO, PLEASE SIGN AND RETURN EACH OF THE PROXY CARDS THAT YOU RECEIVE SO THAT ALL OF YOUR SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
By Order of the Board of Directors |
