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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
BIONOVA HOLDING CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the appropriate box):
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<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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BIONOVA HOLDING CORPORATION
6701 SAN PABLO AVENUE
OAKLAND, CALIFORNIA 94608
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 23, 2000
------------------------
To the Stockholders of
BIONOVA HOLDING CORPORATION:
You are cordially invited to attend the annual meeting of the stockholders
of Bionova Holding Corporation, a Delaware corporation (the "Company") to be
held at 9:00 a.m., local time, on Wednesday, August 23, 2000, at The Dallas
Marriott Solana, 5 Village Circle, Westlake, Texas 76262 (the "Annual Meeting")
for the following purposes:
1. To elect the Board of Directors for the ensuing year; and
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on July 10, 2000 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
A record of the Company's activities during 1999 and the Company's audited
financial statements for the fiscal year ended December 31, 1999 are contained
in the accompanying Annual Report on Form 10-K, as amended on the accompanying
Form 10-K/A, for the year ended December 31, 1999. The Annual Report does not
form any part of the material for solicitation of proxies except for the Items
deemed to be incorporated herein by reference.
All stockholders are cordially invited to attend the meeting. STOCKHOLDERS
ARE URGED, WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING, TO COMPLETE, DATE AND
SIGN THE ACCOMPANYING PROXY AND TO RETURN IT PROMPTLY IN THE POSTAGE-PAID RETURN
ENVELOPE PROVIDED. If a stockholder who has returned a proxy attends the meeting
in person, such stockholder may revoke the proxy and vote in person on all
matters submitted at the meeting.
By Order of the Board of Directors
JOE A. RUDBERG
SECRETARY
July 25, 2000
<PAGE>
BIONOVA HOLDING CORPORATION
6701 SAN PABLO AVENUE
OAKLAND, CALIFORNIA 94608
------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 23, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Bionova Holding
Corporation, a Delaware corporation (the "Company"), for use at the annual
meeting of stockholders of the Company to be held on August 23, 2000 at
9:00 a.m., local time, at The Dallas Marriott Solana, 5 Village Circle,
Westlake, Texas 76262, and at any adjournment or postponement thereof.
Shares represented by a validly executed proxy will be voted at the meeting
in accordance with the directions given. If no direction is indicated, the
shares will be voted for the election of the nominees for director named under
the caption "Election of Directors" in this Proxy Statement.
The Board of Directors does not intend to present any other matter at the
meeting and is not aware of any other matter to be presented for consideration
at the meeting. However, if any other matter is properly presented for action at
the meeting, the proxy holders will vote the proxies in accordance with their
best judgment.
Any stockholder of the Company returning a proxy has the right to revoke the
proxy at any time before it is voted by communicating such revocation in writing
to Bernardo Jimenez, Chief Executive Officer, Bionova Holding Corporation, 6701
San Pablo Avenue, Oakland, California 94608, or by executing and delivering a
proxy bearing a later date. No revocation by written notice or by delivery of
another proxy shall be effective until such notice of revocation or other proxy,
as the case may be, has been received by the Company at or prior to the meeting.
The approximate date on which this proxy statement and the accompanying
proxy were first sent to stockholders of the Company is July 25, 2000.
VOTING SECURITIES
Only holders of record of common stock of the Company, par value $.01 per
share (the "Common Stock"), at the close of business on July 10, 2000, the
record date for the meeting, are entitled to notice of and to vote at the
meeting or any adjournment(s) thereof. On the record date for the meeting, there
were issued and outstanding 23,588,031 shares of Common Stock. A majority of the
shares of Common Stock entitled to vote, present in person or represented by
proxy, is necessary to constitute a quorum. At the meeting, each shareholder of
record on the record date will be entitled to one vote for each share registered
in such shareholder's name on the record date. The Articles of Incorporation
deny cumulative voting rights.
REQUIRED AFFIRMATIVE VOTE AND VOTING PROCEDURES
With respect to the election of directors, votes may be cast in favor of or
withheld from each nominee. The nominees who receive a plurality of the votes
cast by stockholders present or represented by proxy at the annual meeting and
entitled to vote on the election of directors will be elected as directors of
the Company. Consequently, any abstentions, broker non-votes or other limited
proxies will have no effect on the election of directors, provided a quorum is
present at the meeting.
Action with respect to any other matter that may properly come before the
annual meeting will require the affirmative vote of the holders of a majority of
the shares of Common Stock represented at the
<PAGE>
meeting in person or by proxy and entitled to vote on the matter. Abstentions
will be counted in determining the total number of shares present and entitled
to vote on any such proposal. Accordingly, although not counted as a vote "for"
or "against" a proposal, an abstention on any such proposal will have the same
effect as a vote "against" that proposal. Broker non-votes will not be counted
in determining the number of shares present and entitled to vote on any such
proposal, and will have no effect on the outcome.
The Company will appoint one or more inspectors of election to act at the
meeting and to make a written report thereof. The inspector will ascertain the
number of shares outstanding and the voting power of each, determine the shares
represented at the meeting and the validity of proxies and ballots, count all
votes and ballots, and perform certain other duties as required by law.
ELECTION OF DIRECTORS
The Board of Directors has determined to reduce the size of the Board from
nine members to six members. At the annual meeting, six directors will be
elected to serve until the next annual meeting of stockholders and until their
successors have been elected and qualified.
The Board of Directors has nominated Evelyn Berezin, Dr. Peter Davis,
Bernardo Jimenez, Dr. Gerald Laubach, Eugenio Najera and Dr. Eli Shlifer to
continue serving as directors of the Company. Each of the nominees has consented
to serve as a director if elected. If any nominee should become unavailable for
election for any reason, the persons designated as proxies will have full
discretion to cast votes for another person designated by the Board.
Certain background information regarding the current directors and the
nominees to serve as directors is set forth below. Several of the directors have
had associations with companies affiliated with the Company. Brief descriptions
of these affiliated companies are as follows:
Pulsar Internacional, S.A. de C.V. ("Pulsar") is a diversified Mexican
holding company with interests in the insurance, agriculture, technology,
real estate, packaging, financial services, health care and other
industries.
Savia, S.A. de C.V. ("Savia") is a diversified Mexican holding company
with interests in the insurance, agriculture, technology, and packaging
industries.
Seminis, Inc. ("Seminis") is the largest developer, producer and marketer
of vegetable seeds in the world. Seminis is a majority-owned subsidiary
of Savia.
EVELYN BEREZIN--Ms. Berezin (age 74) has been a venture capital consultant
since 1987 and was President of Greenhouse Management Corporation, the general
partner of a venture capital firm, from 1981 until 1987. Ms. Berezin is a
director of Standard Microsystems Corporation and served as a director of CIGNA
Corp. until 1995. Ms. Berezin has served as a director of the Company since
1996.
DR. PETER DAVIS--Dr. Davis (age 55) is a member of the Executive Committee
of Pulsar and has served since 1995 as a director of Seminis. Dr. Davis has
served as an advisor to many companies affiliated with Pulsar since 1981.
Dr. Davis was previously a professor at the Wharton School, where he also served
as Director of the Wharton Applied Research Center and Director of Executive
Education. Dr. Davis has served as a director of the Company since 1996.
BERNARDO JIMENEZ--Mr. Jimenez (age 46) became the Chief Executive Officer of
the Company in October 1997. He is also the Chief Operating Officer of the
agrobiotechnology division of Savia. From 1993 to 1996, he served as the head of
the Industrial Banking Division at the Vector Group, a financial services
company in Mexico which is affiliated with Savia, the Vice President of New
Business Development for Pulsar, and the Chief Financial Officer of Savia. He is
a director of both Savia and Seminis and he has served as a director of the
Company since 1996.
2
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DR. GERALD D. LAUBACH--Dr. Laubach (age 74) was the President of
Pfizer, Inc., a pharmaceutical company, from 1972 to 1991. He served as a
director of CIGNA Corp. and Millipore Corp. until 1996. Dr. Laubach has served
as a director of the Company since 1996.
EUGENIO NAJERA--Mr. Najera (age 52) has been in charge of new business
development at Savia since August 1997. From 1993 to 1997 he was the Chief
Executive Officer of Cigarrera La Moderna, S.A. de C.V., a tobacco company
formerly affiliated with Savia. He is a director of Savia and Seminis.
Mr. Najera has served as a director of the Company since 1998.
DR. ELI SHLIFER--Dr. Shlifer (age 68) has been a director of Seminis since
January 1997. Dr. Shlifer has been a member of the executive committee of Pulsar
since 1989 and has served as an advisor to many companies affiliated with Pulsar
for more than ten years. Dr. Shlifer has served as a director of the Company
since 1999.
CARLOS HERRERA--Mr. Herrera (age 59) is the Director of Business Development
of Agromod, S.A. de C.V., an agricultural company affiliated with Savia. He
served as the Chief Executive Officer of the Company from July 1996 through
September 1997. Since 1993, Mr. Herrera has served as the Managing Director
(Chief Executive Officer) of Bionova, S.A. de C.V., an agricultural company
affiliated with Savia. He is an alternate director of Savia. Mr. Herrera has
served as a director of the Company since 1996.
ALEJANDRO PEREZ--Mr. Perez (age 51) has been the Vice President of
Diversification of Pulsar since 1991. He formerly served as a director of
WebLink Wireless, Inc., and currently serves as a director of several
privately-held technology-based companies affiliated with Pulsar. Mr. Perez has
served as a director of the Company since 1998.
DR. CHRISTOPHER R. SOMERVILLE--Dr. Somerville (age 52) is a member of the
faculty in the Department of Biological Sciences at Stanford University and the
Director of the Department of Plant Biology at the Carnegie Institution of
Washington, a private research institute located on the Stanford University
campus. Prior to moving to Stanford in 1994, Dr. Somerville held faculty
positions at the University of Alberta and Michigan State University.
Dr. Somerville is a co-founder and member of the Scientific Advisory Board of
Mendel Biotechnologies, Inc., an agriculturally-oriented biotechnology company
founded in 1997. Dr. Somerville has served as a director of the Company since
1998.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
COMMITTEES OF THE BOARD
The Board of Directors has established committees that deal with certain
specific areas of the Board's responsibility. The Board has an Audit Committee
and a Compensation Committee. The Board does not have a Nominating Committee.
The current members and the primary functions of the Audit and Compensation
Committees are as follows:
AUDIT COMMITTEE--Dr. Gerald D. Laubach (Chairman), Evelyn Berezin, and
Dr. Eli Shlifer are the current members of the Audit Committee. The
primary responsibilities of the Audit Committee are (i) to recommend the
particular persons or firms to be employed by the Company as its
independent accountants and auditors, (ii) to review with the Company's
independent auditors the scope of the audit procedures to be applied in
conducting the annual audit, the results of the annual audit and the
accompanying management letter, if any, (iii) to review interim financial
results before they are presented to the Company's stockholders and filed
with the Securities and Exchange Commission, (iv) to consult with the
Company's independent accountants (periodically, as appropriate, and out
of the presence of management) with regards to the adequacy of internal
controls and accounting practices and, if need be, to consult also with
the Company's internal auditors, and (v) to carry out any other duties
delegated to the Audit Committee by the Board from time to time. The
Audit Committee met three times during 1999.
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<PAGE>
COMPENSATION COMMITTEE--Evelyn Berezin (Chairman) and Dr. Christopher
Somerville are the current members of the Compensation Committee. The
primary responsibilities of the Compensation Committee are (i) to
administer the Company's stock option and stock incentive plans, (ii) to
recommend to the Board matters pertaining to employment agreements,
salaries and bonuses for the Company's executive officers and
contributions to any of the Company's or its subsidiaries' 401(k)
Investment Plans, and (iii) to carry out any other duties delegated to
the Compensation Committee by the Board from time to time. The
Compensation Committee met two times during 1999.
AUDIT COMMITTEE CHARTER
The Board of Directors of the Company has adopted a written charter for the
Audit Committee, a copy of which is included as Annex I to this Proxy Statement.
MEETING ATTENDANCE
The Board of Directors held six meetings in 1999. Each incumbent director
attended at least 75% of the meetings of the Board of Directors and the
committees of which he or she was a member except for Alejandro Perez, who
attended four of the six meetings of the Board of Directors held during the
period for which he served as a director in 1999, and except for Eugenio Najera,
who attended two of the six meetings of the Board of Directors held during the
period for which he served as a director in 1999.
INFORMATION CONCERNING EXECUTIVE OFFICERS
The section entitled "Executive Officers of the Company" appearing after
Item 4 of Part I of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (the "Form 10-K") sets forth certain background
information regarding the executive officers of the Company and is deemed to be
incorporated herein by reference.
The section entitled "Executive Compensation" appearing as Item 11 of the
Company's Form 10-K/A is deemed to be incorporated herein by reference. Item 11
includes information regarding executive compensation and director compensation
as well as disclosures regarding compensation committee interlocks and insider
participation.
In addition, Item 11 includes the Compensation Committee Report on Executive
Compensation and a Performance Graph. In accordance with the rules of the
Securities and Exchange Commission (the "Commission"), neither the report of the
Compensation Committee of the Board of Directors nor the information regarding
the Performance Graph shall be deemed to be "soliciting material" or to be
"filed" with the Commission, and such information shall not be deemed to be
incorporated by reference into any statements or reports filed by the Company
with the Commission that do not specifically incorporate such information by
reference, notwithstanding the incorporation by reference of this Proxy
Statement into any such statements or reports.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS
AND EXECUTIVE OFFICERS
The section entitled "Security Ownership of Certain Beneficial Owners and
Management" appearing as Item 12 of the Company's Form 10-K/A is deemed to be
incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The section entitled "Certain Relationships and Related Party Transactions"
appearing as Item 13 of the Company's Form 10-K/A is deemed to be incorporated
herein by reference.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The section entitled "Section 16(a) Beneficial Ownership Reporting
Compliance" appearing as part of Item 10 (entitled "Directors and Executive
Officers of the Company") of the Company's Form 10-K/A is deemed to be
incorporated herein by reference.
INDEPENDENT PUBLIC ACCOUNTANTS
The appointment of the accounting firm selected to audit the Company's
financial statements is subject to ratification by the Board of Directors and
will not be submitted to stockholders for ratification or approval. It is the
present intention of the Company's management to recommend to the Board of
Directors the re-appointment of PricewaterhouseCoopers, LLP, which has audited
the financial statements of the Company and certain of its subsidiaries since
1996, to audit the financial statements of the Company for 2000. Representatives
of PricewaterhouseCoopers, LLP are expected to be present at the meeting to
respond to appropriate questions from stockholders and will be given the
opportunity to make a statement at the meeting should they desire to do so.
STOCKHOLDER PROPOSALS AND OTHER MATTERS
If a stockholder intends to present a proposal for action at the 2001 annual
meeting and wishes to have such proposal considered for inclusion in the
Company's proxy materials in reliance on Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, the proposal must be submitted in writing and
received by the Company by November 30, 2000. Such proposals must also meet the
other requirements of the rules of the Commission relating to stockholders'
proposals.
The Company's Bylaws establish an advance notice procedure with regard to
nominations of individuals for election to the Board of Directors. In general,
notice of a director nomination for an annual meeting must be received by the
Company 90 days or more before the date of the annual meeting and must contain
specified information and conform to certain requirements, as set forth in the
Bylaws. Notice of a director nomination for a special meeting must be received
by the Company no later than the close of business on the seventh day following
the date on which notice of such meeting is first given to stockholders. If the
chairman of the stockholders' meeting determines that a director nomination was
not made in accordance with the Bylaws, the Company may disregard such
nomination.
In addition, if a stockholder submits a proposal outside of Rule 14a-8 for
the 2001 annual meeting, and the proposal fails to comply with the advance
notice procedure described in the Bylaws, then the Company's proxy may confer
discretionary authority on the persons being appointed as proxies on behalf of
management to vote on the proposal. Proposals and nominations should be
addressed to the Secretary of the Company, Joe A. Rudberg, 1700 Pacific Avenue,
Suite 3300, Dallas, Texas 75201.
The cost of solicitation of proxies will be borne by the Company.
Solicitation may be made by mail, personal interview or telephone by officers
and regular employees of the Company, who will receive no additional
compensation therefor.
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DOCUMENTS INCORPORATED BY REFERENCE
This Proxy Statement incorporates by reference information following Item 4
of Part I of the Company's Form 10-K and Items 10, 11, 12, and 13 of the
Company's Form 10-K/A.
A COPY OF THE COMPANY'S FORM 10-K AND FORM 10-K/A, INCLUDING THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY BUT EXCLUDING EXHIBITS TO SUCH
REPORTS, IS BEING PROVIDED WITH THIS PROXY STATEMENT TO EACH PERSON TO WHOM A
COPY OF THIS PROXY STATEMENT IS BEING SENT BY THE COMPANY. A LIST OF THE
EXHIBITS TO SUCH ANNUAL REPORT IS INCLUDED IN THE REPORT; A COPY OF ANY SUCH
EXHIBIT WILL BE FURNISHED UPON REQUEST AND PAYMENT OF A MINIMAL FEE EQUAL TO THE
COMPANY'S REASONABLE EXPENSES IN FURNISHING SUCH COPY. ANY SUCH REQUEST SHOULD
BE DIRECTED TO SCOTT THENELL, INVESTOR RELATIONS, BIONOVA HOLDING CORPORATION,
6701 SAN PABLO AVENUE, OAKLAND, CALIFORNIA 94608, AND EACH SUCH BENEFICIAL OWNER
MUST INCLUDE IN SUCH REQUEST A GOOD FAITH REPRESENTATION THAT AS OF THE RECORD
DATE THE PERSON MAKING THE REQUEST BENEFICIALLY OWNED ONE OR MORE SHARES OF
COMMON STOCK.
BY ORDER OF THE BOARD OF DIRECTORS
JOE A. RUDBERG
SECRETARY
Oakland, California
July 25, 2000
6
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ANNEX-I
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
BIONOVA HOLDING CORPORATION
CHARTER
I. PURPOSE
This Charter ("Charter") shall govern the operations of the Audit Committee
("Committee") of the Board of Directors ("Board") of Bionova Holding
Corporation, a Delaware corporation ("Corporation"). The purpose of the Charter
is to assist and direct the Board in fulfilling its oversight responsibilities
by conducting reviews of (i) financial statements provided by the Corporation to
the government or to the public, (ii) the Corporation's systems of internal
controls regarding finance and accounting, and (iii) the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
purpose, the Committee shall encourage continuous improvement of, and shall
foster adherence to, the Corporation's policies, procedures and practices at all
levels.
II. COMPOSITION
The Committee shall be comprised of three or more independent directors that
meet the requirements for independence promulgated by the American Stock
Exchange. The Corporation's desire is that at least three members shall be
independent. However, the Corporation reserves the right to appoint one director
who is not independent as defined in Rule 4200, if the Board, under exceptional
and limited circumstances determines that membership on the Committee by the
individual is in the best interests of the Corporation and its shareholders.
Each member shall be able to read and understand fundamental financial
statements, and at least one member shall have past employment experience in
finance or accounting.
Members of the Committee shall be elected by the Board at the annual meeting
of the Board to serve one year terms. If a member is unable to serve a full
term, the Board shall select a replacement. Unless a Chairman is elected by the
full Board, the members of the Committee shall designate a Chairman by majority
vote of the full Committee.
III. MEETINGS
The Committee shall meet at least twice annually, and more frequently as
circumstances dictate. The Committee, or its Chairman, shall communicate each
quarter with the independent auditors and management to review the Corporation's
interim financial statements. The Committee shall meet annually with management
and the independent auditors. Such meetings and communications shall be either
in person or by conference telephone call at the discretion of the Committee.
IV. ACCOUNTABILITY
The independent auditors shall be ultimately accountable to the Board and
the Committee, as representatives of the Corporation's shareholders.
V. RESPONSIBILITIES
The responsibility of the Committee shall be to oversee the Corporation's
financial reporting process on behalf of the Board and to report the results of
such oversight activities to the Board and to the shareholders of the
Corporation. The responsibility of management is to prepare the Corporation's
financial statements. The responsibility of the independent auditors is to audit
those financial statements. To fulfill its responsibilities the Committee shall:
A-1
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DOCUMENTS/REPORTS REVIEW
1. Review and reassess the adequacy of this Charter annually and submit to the
Board for approval.
2. Prior to issuance or filing with the Securities Exchange Commission, review
and discuss the audited financial statements of the Corporation with
management and the independent auditors, with specific attention to those
matters required to be discussed by SAS No. 61.
3. Receive that formal written statement required by Independence Standards
Board Standard No. 1 (ISB Standard No. 1) from the independent auditors and
discuss with them that statement and their independence from management and
the Corporation.
4. Based on the review and discussions set forth above, determine whether to
recommend to the Board that the audited financial statements of the
Corporation be included in its Annual Report on Form 10-K for submission to
the Corporation's shareholders and filing with the Securities and Exchange
Commission.
5. Prepare a letter for inclusion in the annual report that describes the
Committee's composition and responsibilities, and how they were discharged.
INDEPENDENT AUDITORS
6. Prior to commencement of work on the annual audit by the independent
auditors, discuss with them the overall scope and plan for their audit and
discuss with management and the independent auditors the adequacy and
effectiveness of the Corporation's accounting and financial controls.
7. Review and recommend annually to the Board the selection of the
Corporation's independent auditors.
FINANCIAL REPORTING PROCESSES
8. Review and discuss with the independent auditors their evaluation of the
Corporation's financial reporting processes, both internal and external.
9. Review and discuss with the independent auditors their judgment about the
quality and appropriateness of the Corporation's accounting principles as
applied in its financial reporting.
PROCESS IMPROVEMENT
10. Review and discuss with the independent auditors and management the extent
to which changes or improvements in financial or accounting practices, as
approved by the Committee, have been or can be implemented.
LEGAL MATTERS
11. Review with the Corporation's counsel (a) legal compliance matters and
(b) other legal matters that could have an impact on the Corporation's
financial statements.
OTHER
12. The Committee will perform such other functions as assigned by law, the
Corporation's charter or bylaws, or the Board.
A-2
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BIONOVA HOLDING CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) of BIONOVA HOLDING CORPORATION hereby
appoints BERNARDO JIMENEZ and ARTHUR H. FINNEL and each of them, with full
power of substitution, as proxies, and authorizes them to represent and to
vote, as designated below, all the common stock, par value $.01 per share, of
BIONOVA HOLDING CORPORATION that the undersigned is entitled to vote at the
Annual Meeting of Stockholders of BIONOVA HOLDING CORPORATION to be held on
August 23, 2000, at 9:00 a.m., local time, at The Dallas Marriott Solana,
5 Village Circle, Westlake, Texas 76262, and at any adjournment or
postponement thereof.
THE SHARES REPRESENTED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER SPECIFIED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S) WITH
RESPECT TO ANY MATTER TO BE VOTED UPON. IF NO SPECIFICATION IS MADE, THE
PROXIES WILL VOTE THESE SHARES FOR THE ELECTION OF THE NOMINEES NAMED ON THE
REVERSE SIDE. THE PROXIES WILL VOTE IN THEIR SOLE DISCRETION UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
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- DETACH PROXY CARD HERE -
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1. Election of the Directors FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
for the terms of office listed below / / for all nominees listed below / / / /
expiring at the 2001 Annual
Meeting of Stockholders
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Nominees: Evelyn Berezin, Dr. Peter Davis, Bernardo Jimenez, Dr. Gerald D.
Laubach, Eugenio Najera, Dr. Eli Shlifer
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
*For All Except:________________________________________________________________
ADDRESS CHANGE AND/OR
COMMENTS MARK HERE / /
NOTE: Please sign exactly as shown at left.
If stock is jointly held, each owner
should sign. Executors, administrators,
trustees, guardians, attorneys and
corporate officers should indicate their
fiduciary capacity or full title when
signing.
Dated:____________________________, 2000
________________________________________
(Signature)
________________________________________
(Signature, if held jointly)
(PLEASE MARK, DATE, SIGN AND MAIL VOTES MUST BE INDICATED /X/
THIS PROXY CARD PROMPTLY IN THE (X) IN BLACK OR BLUE INK.
ENCLOSED ENVELOPE.
PLEASE DETACH HERE
- YOU MUST DETACH THIS PORTION OF THE PROXY CARD -
BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE
