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DEXTER CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DEXTER FOR
THE SPECIAL MEETING TO BE HELD ON SEPTEMBER 14, 2000.
K. Grahame Walker, George M. Whitesides and Bernard M. Fox, or any of them,
each with power of substitution, are hereby authorized to vote the shares of the
undersigned at the Special Meeting of Stockholders of Dexter Corporation, to be
held on Thursday, September 14, 2000, at 11:30 a.m., local time, at The
University Club, One West 54th Street, New York, New York 10019, and at any
adjournment or postponement thereof, upon the matters set forth in the joint
Proxy Statement and Prospectus and upon such other matters as may properly come
before the Special Meeting, voting as specified on the reverse side of this card
with respect to the matters set forth in the joint Proxy Statement and
Prospectus, and voting in the discretion of the above-named persons on such
other matters as may properly come before the Special Meeting. If you specify a
different choice on the proxy card, your shares will be voted as specified.
Signing and dating Dexter's proxy card will have the effect of revoking any
proxy card you signed on an earlier date, and will constitute a revocation of
all previously granted authority to vote for every proposal included on such
other proxy card.
PROPOSAL (1) APPROVAL OF THE DEXTER MERGER.
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND PROMPTLY RETURN
IT IN THE ENCLOSED ENVELOPE.
YOU MAY SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE
SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS. THE PERSONS NAMED ABOVE AS PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
(continued on reverse side)
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(Reverse Side)
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
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<S> <C>
DIRECTORS RECOMMEND A VOTE "FOR" PROPOSAL
1
PROPOSAL (1):
APPROVAL OF THE DEXTER MERGER
/ / FOR / / AGAINST / / ABSTAIN
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I plan to attend the meeting. / /
DATE: _________________________, 2000
SIGNATURE(S): _______________________
NOTE: Please sign exactly as name
appears hereon. Joint owners should
each sign. When signing as attorney,
executor, administrator, trustee or
guardian, give full title as such. If
signing on behalf of a corporation,
sign the full corporate name by
authorized officer. The signer hereby
revokes all proxies heretofore given
by the signer to vote at the Special
Meeting of Stockholders of Dexter
Corporation and any adjournment or
postponement thereof.
