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Jane A. Sample
Churchill Communications Corp.
Sample Mailgram
123 Main Street
Anywhere, NY 12345-1234
FLOW INTERNATIONAL CORPORATION
September 21, 1998
Dear Fellow Stockholder:
The Annual Meeting of Flow stockholders, adjourned to September 25, 1998, is
only a few days away. Your Board of Directors has unanimously recommended that
stockholders vote in favor of all proposals under consideration.
Since one of the matters under consideration, approval of the reincorporation
proposal, requires the affirmative vote of two-thirds of all outstanding shares,
YOUR VOTE IS EXTREMELY IMPORTANT. Since time is short, we have established a
method which will enable you to vote by toll-free ProxyGram. Please follow the
simple steps listed below.
If you have any questions or need assistance in the last-minute voting of your
shares, please call Innisfree M&A Incorporated, who is assisting us in the
solicitation of proxies, toll-free at 888-750-5834.
Very truly yours,
Ronald W. Tarrant
Chairman of the Board
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY ARE
AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call toll-free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight eastern
time.
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2. Tell the operator that you wish to send a collect ProxyGram to ID No. 8072,
Flow International Corporation.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: [NA.1]
Broker: [Broker]
Control number: [ControlNum]
Number of shares: [NumShares]
SOLICITED BY THE BOARD OF DIRECTORS
FLOW INTERNATIONAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
August 26, 1998
The undersigned hereby appoints Ronald W. Tarrant and John S. Leness, or
either of them, with power of substitution, proxies for the undersigned and
authorizes them to represent and vote, as designated, all of the shares of stock
of the Company which the undersigned may be entitled to vote at the Annual
Meeting of Stockholders to be held at the Washington Athletic Club, 1325 Sixth
Avenue, Seattle, Washington 98111, on August 26, 1998, and at any adjournment of
such meeting, for the following purposes and with discretionary authority as to
any other matters that may properly come before the meeting, all in accordance
with and as described in the Notice and accompanying Proxy Statement.
If this Proxy is executed by you without indicating a choice regarding the
nominees for director or without indicating a choice regarding Proposal 2, it
will be deemed to grant authority to vote FOR the nominees for director and FOR
Proposal 2.
Proposal 1 - Election of Directors
The Board of Directors recommends a vote FOR the nominees for
Director
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Election of three Directors:
( ) Vote FOR the nominees listed ( ) WITHHOLD AUTHORITY
below (except as indicated to to vote for the
the contrary below) nominees listed below
NOMINEES For Three-Year Terms:
Ron D. Barbaro
Arlen I. Prentice
J. Michael Ribaudo
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, give that nominee's name to the operator.
Proposal 2 - Approval of a change in the Company's state of
incorporation from Delaware to Washington
The Board of Directors recommends a vote FOR the Amendment
( ) Vote FOR ( ) Vote AGAINST ( ) ABSTAIN
Proposal 2 Proposal 2 from voting on
Proposal 2
FLOW INTERNATIONAL CORPORATION
THIS PROXY IS SOLICITED BY MANAGEMENT. A majority of said proxies,
including any substitutes, or if only one of them be present then that one, may
exercise all powers granted hereunder at said meeting or any adjournment
thereof. This proxy revokes any proxy to vote such shares at such meeting or any
adjournment thereof heretofore given by the undersigned to anyone other than
those named above.
Signature must be that of him/herself. If shares are held jointly, each
shareholder named should sign. If the signer is a corporation, please sign the
full corporate name by duly authorized officer. If the signer is a partnership,
please sign partnership name by authorized person Executors, administrators,
trustees, guardians, attorneys-in-fact, etc. should so indicate when signing.
