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EXHIBIT 99.2
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
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BIOMATRIX, INC.
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Whether or not you plan to attend the special meeting, please complete, sign
and date the enclosed proxy and return it promptly in the enclosed
postage-paid envelope. You can revoke your proxy at any time before it is
voted.
Please be sure to sign and date this Proxy. Date
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----------Shareholder sign here-----------------------Co-owner sign here------
DETACH CARD
1. To consider and vote upon a proposal to adopt the merger agreement among
Genzyme Corporation, a wholly owned subsidiary of Genzyme and Biomatrix. In
the merger, Biomatrix will become a wholly owned subsidiary of Genzyme, and
all outstanding shares of Biomatrix common stock will be converted into the
right to receive cash, shares of Genzyme Biosurgery Division common stock
or a combination of cash and shares.
For Against Abstain
/ / / / / /
2. To transact such other business as may properly be brought before the
special meeting or any adjournment of it by the Biomatrix board of
directors.
Mark box at right if you will attend the meeting. / /
Mark box at right if an address change or comment has been noted on the
reverse side of this card. / /
DETACH CARD
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BIOMATRIX, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON __________ __, 2000
The undersigned hereby appoints Endre A. Balazs and Rory B. Riggs, and each
of them, as proxies, with full power of substitution, to vote all the shares
of common stock which the undersigned would be entitled to vote if personally
present at the Special Meeting of Shareholders of Biomatrix, Inc. to be held
on ___________ __, 2000 at __:__ a.m., local time, at the Corporate
Headquarters of the Company, 65 Railroad Avenue, Ridgefield, New Jersey
07657, or any adjournments thereof, upon any and all matters which may
properly be brought before the meeting or adjournments thereof, hereby
revoking all former proxies.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSAL 1 IN
ACCORDANCE WITH THE SPECIFICATIONS MADE AND FOR THE PROPOSAL IF THERE IS NO
SPECIFICATION.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
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Please sign exactly as your name(s) appear(s) on the books of the Company.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be
that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS?
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