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Exhibit 99.2
APPLIED SCIENCE AND TECHNOLOGY, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, JANUARY 26, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby appoint Richard S. Post and John E. Ross, and
each of them acting singly, the attorneys and proxies of the undersigned, with
full power of substitution, with all the powers which the undersigned would
possess if personally present, to vote all of the shares of capital stock of
Applied Science and Technology, Inc. (the "Company") that the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be held
at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., located
at One Financial Center, Boston, Massachusetts 02111 on Friday, January 26,
2001, at 10:00 a.m., and at any and all adjournments thereof, hereby
acknowledging receipt of the Proxy Statement for such meeting and revoking any
proxy heretofore given with respect to such shares.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL TO ADOPT THE MERGER AGREEMENT, FOR THE NOMINEES FOR
DIRECTORS AND FOR THE PROPOSAL TO RATIFY KPMG LLP AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 1, 2001. IN THEIR DISCRETION,
THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON SUCH MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE SIDE
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PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
APPLIED SCIENCE AND TECHNOLOGY, INC.
FRIDAY, JANUARY 26, 2001
Please Detach and Mail in the Envelope Provided
1. To consider and vote on a proposal to adopt an Agreement and Plan of
Merger dated as of October 2, 2000 (the "Merger Agreement") pursuant to which a
wholly-owned subsidiary of MKS Instruments, Inc. will be merged (the "Merger")
with and into the Company and each stockholder of the Company (other than shares
held by the Company in treasury, shares held by any wholly-owned subsidiary of
the Company, and shares held by MKS Instruments, Inc. and its wholly-owned
subsidiaries) will become entitled to receive 0.7669 share of MKS Common Stock
in exchange for each outstanding share of common stock, $.01 par value, of the
Company owned by such stockholder immediately prior to the effective time of the
Merger. A copy of the Merger Agreement is attached as Annex A to and is
described in the accompanying proxy statement/prospectus.
[ ] For [ ] Against [ ] Abstain
2. To elect Dr. Richard S. Post and Mr. Robert R. Anderson as directors of
the Company, each to serve until the earlier of the expiration of a three year
term and the completion of the merger.
[ ] For the nominees listed above (except those crossed out)
[ ] Withhold authority to vote for all nominees
3. To ratify the appointment of KPMG LLP as independent auditors of the
Company for the fiscal year ending July 1, 2001.
[ ] For [ ] Against [ ] Abstain
4. To vote in their discretion on such other matters as may properly come
before the Annual Meeting.
Copies of the Notice of Annual Meeting and of the proxy
statement/prospectus have been received by the undersigned.
PLEASE DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
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Signature(s) -------------------------------- Date -----------------------------
Note: This proxy should be dated, signed by the stockholder(s) exactly as his or
her name appears hereon, and returned promptly in the enclosed envelope. Persons
signing in a fiduciary capacity should so indicate. If shares are held by joint
tenants or as community property, both should sign.
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
