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EXHIBIT 99.2
PROXY
HOMEGROCER.COM, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mary Alice Taylor and ____, jointly and
severally, proxies, with full power of substitution, to vote all shares of
Common Stock of HomeGrocer.com, Inc., a Washington corporation, which the
undersigned is entitled to vote at the Special Meeting of Stockholders to be
held at the ____, ____, Washington, on ____, 2000, at ____ a.m., local time, or
any adjournment thereof. The proxies are being directed to vote as specified
below or, if no specification is made, FOR the proposed merger of a wholly-owned
subsidiary of Webvan Group, Inc. with and into HomeGrocer.com, inc., in which
1.07605 shares of Webvan common stock will be issued in exchange for each
outstanding share of common stock of HomeGrocer and HomeGrocer will become a
wholly-owned subsidiary of Webvan as contemplated by the Agreement and Plan of
Reorganization dated as of June 25, 2000 between Webvan and HomeGrocer, and in
accordance with their discretion on such other matters that may properly come
before the meeting.
The directors recommend a FOR vote on the above item.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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Please mark
your vote as [X]
indicated in
this example.
FOR AGAINST ABSTAIN
1. Proposal on the merger of a wholly-owned [ ] [ ] [ ]
subsidiary of Webvan Group, Inc. with and
into HomeGrocer.com, Inc.:
YES NO
I plan to attend the Special Meeting: [ ] [ ]
Signature(s)__________________________________________________ Date ____________
(Signature(s) must be exactly as name(s) appear on this Proxy. If signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such, and, if signing for a corporation, please give your title. When shares
are in the names of more than one person, each should sign this Proxy.)
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