MATTHEW 25 FUND, INC.
NOTICE OF SPECIAL MEETING
TO BE HELD
May 11, 1998
Notice is hereby given that a Special Meeting of Shareholders of the Matthew 25
Fund, Inc. will be held May 11, 1998, at 8:00 PM at 605 Cloverly Avenue, Jenkin-
town, Pennsylvania 19046. The Board of Directors has fixed the close of busi-
ness April 15, 1998 as the record date for determination of the shareholders
entitled to notice of and to vote at the meeting.
PURPOSE OF THE MEETING
The purpose of the meeting is to obtain shareholder approval to increase the au-
thorized number of shares that the Matthew 25 Fund may issue. The Fund was
originally incorporated with 1,500,000 authorized shares and has almost issued
its maximum allowable shares. Therefore the Board of Directors requests your
approval to amend the Fund's Articles of Incorporation, for the Commonwealth of
Pennsylvania, in order to increase the number of authorized shares for the Fund
to 100,000,000.
Increasing the number of shares does not affect the value of your shares; it
only allows more shares to be issued and thus increase the size of the Matthew
25 Fund. Management and the Board of Directors believes certain fixed costs
will be reduced on a per share basis if the Fund increases its shares issued.
ADMINISTRATOR AND UNDERWRITER
The Fund acts as its own Administrator and Underwriter.
INVESTMENT ADVISER
Matthew 25 Management Corp. is the Investment Adviser to the Fund. Its office
is located at 605 Cloverly Avenue Jenkintown, Pennsylvania 19046.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE ANNUAL REPORT TO A
SHAREHOLDER UPON REQUEST. ADDRESS AND PHONE NUMBER ARE AS FOLLOWS:
MATTHEW 25 FUND
605 CLOVERLY AVENUE
JENKINTOWN, PA 19046
1-888-M25-FUND
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON,
PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY.
PROMPT RETURN OF THE PROXY WILL BE APPRECIATED.
MATTHEW 25 FUND, INC.
605 Cloverly Avenue
Jenkintown, PA 19046
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
May 11, 1998
Enclosed herewith is a Notice of Special Meeting of Shareholders of the Matthew
25 Fund (the "Fund") and a Proxy form solicited by the Board of Directors of the
Fund. The Proxy may be revoked at any time before it is exercised either by
mailing notification to the Fund, a later dated Proxy, or in person at the meet-
ing, and any shareholder attending the meeting in person may vote at the Meeting
whether or not he or she has previously filed the Proxy.
You are requested to insert your instructions on the enclosed Proxy and then
sign, date and return it. The cost of soliciting Proxies will be borne by the
Fund.
There is one class of capital stock of the Fund with equal voting rights. On
April 15, 1998, the record date, there were 249 shareholders and 1,496,563,954
shares outstanding. In all matters each share has one vote per share and frac-
tional shares will have an equivalent fractional vote.
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
MATTHEW 25 FUND INC. SPECIAL MEETING OF SHAREHOLDERS
MAY 11, 1998
The Special Meeting of the Matthew 25 Fund, Inc. will be held May 11, 1998 at
605 Cloverly Avenue, Jenkintown, Pennsylvania 19046. The undersigned hereby
appoints Mark Mulholland as proxy to represent and to vote all shares of the
undersigned at the Special Meeting of Shareholders and all adjournments thereof,
with all powers the undersigned would posses if personally present, upon the
matter specified below.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED: IF NO DIRECTION IS
INDICATED AS TO A PROPOSAL, THE PROXY SHALL VOTE FOR SUCH PROPOSAL. THE PROXY
MAY VOTE AT HIS DISCRETION ON ANY MATTER WHICH MAY PROPERLY COME BEFORE THE
MEETING.
The Board of Directors recommends that you vote FOR the following item.
1 - Proposal to increase the authorized shares of the Matthew 25 Fund,
Inc. by 98,500,000 shares and to amend section 4 of its Articles of In-
corporation for the Commonwealth of Pennsylvania and restate it in its
entirety to read as follows:
The aggregate number of shares authorized is: 100,000,000
____ FOR ____AGAINST ____ABSTAIN
Please mark, date, sign and return the proxy promptly. For joint registrations,
both parties should sign.
_____________________________
No. of shares as of 4/15/98
Dated__________________, 1998 _________________________________________
Shareholder's Signature
_________________________________________
Shareholder's Signature
