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PRELIMINARY COPY--FOR THE INFORMATION OF THE
SECURITIES AND EXCHANGE COMMISSION ONLY.
FRONT SIDE OF PROXY
ZAPATA CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, hereby revoking all prior proxies, hereby appoints Messrs.
Malcolm I. Glazer, Avram A. Glazer and Joseph L. von Rosenberg, III, and each
of them, as proxies and attorneys-in-fact of the undersigned, with full and
several power of substitution, to represent and to vote all the shares of
Common Stock or $2 Noncumulative Convertible Preference Stock of ZAPATA
CORPORATION (the "Company"), standing in the name of the undersigned and with
respect to which the undersigned would be entitled to vote if personally
present at the Special Meeting of Stockholders of the Company to be held on
December 12, 1995 (the "Special Meeting"), and at any adjournment(s) or
postponement(s) thereof, with respect to the following proposals:
1. To approve and authorize the sale of the Company's natural gas compression
business conducted by its wholly owned subsidiaries, Energy Industries, Inc.
and Zapata Energy Industries, L.P., all as more particularly described in the
Proxy Statement relating to the Special Meeting (the "Energy Industries Sale
Proposal").
FOR [_]AGAINST [_]ABSTAIN [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ENERGY INDUSTRIES SALE
PROPOSAL.
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment(s)
or postponement(s) thereof, all as more particularly described in the Proxy
Statement relating to the Special Meeting.
(CONTINUED AND TO BE DATED AND SIGNED ON THE OTHER SIDE)
BACK SIDE OF PROXY
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFIC INDICATIONS ON THE REVERSE SIDE. IN THE ABSENCE OF SUCH INDICATIONS,
THIS PROXY WILL BE VOTED FOR THE ENERGY INDUSTRIES SALE PROPOSAL, AND IN
ACCORDANCE WITH THE JUDGMENT OF THE PERSON VOTING THE PROXY WITH RESPECT TO ANY
OTHER BUSINESS PROPERLY BEFORE THE SPECIAL MEETING.
THE UNDERSIGNED ACKNOWLEDGE(S) RECEIPT OF THE NOTICE OF THE AFORESAID SPECIAL
MEETING AND THE PROXY STATEMENT ACCOMPANYING THE SAME, EACH DATED NOVEMBER 10,
1995.
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PRINTED NAME
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SIGNATURE
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DATE
(Please sign exactly as your name
appears hereon. When signing as
attorney, executor, administrator,
trustee, guardian, etc., give your full
title as such. For joint accounts, each
joint owner should sign.)
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD USING THE ENCLOSED ENVELOPE