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EXHIBIT 99.2
ADVANCED MACHINE VISION CORPORATION
Proxy for the Special Meeting of Shareholders
July 12, 2000
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE
BOARD OF DIRECTORS OF ADVANCED MACHINE VISION CORPORATION
The undersigned hereby appoints William J. Young and Alan R. Steel, as Proxies
(each of them with full power to act without the other), each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side, all the shares of common stock of Advanced
Machine Vision Corporation (the "Company") held of record by the undersigned on
May 31, 2000, at the special meeting of shareholders to be held on July 12,
2000, or at any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, YOU WILL NOT BE
REPRESENTED AT THE SPECIAL MEETING FOR VOTING ON THE PROPOSED MERGER OF THE
COMPANY AND KEY TECHNOLOGY, INC. IF YOUR COMPANY STOCK IS HELD BY A BROKER, YOU
MUST INSTRUCT THE BROKER ON HOW TO VOTE. THE BROKER WILL NOT HAVE DISCRETIONARY
AUTHORITY IN THIS MATTER. IF NO VOTING DIRECTION IS MADE ON ANY OTHER MATTER
COMING BEFORE THE MEETING, THIS PROXY WILL BE VOTED AT THE DISCRETION OF THE
PROXIES.
(TO BE SIGNED ON REVERSE SIDE)
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[X] PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE
FOR AGAINST ABSTAIN
1. To approve the Agreement and [ ] [ ] [ ]
Plan of Merger, effective
February 15, 2000, as amended,
by and among Advanced Machine
Vision Corporation, Key
Technology, Inc. ("Key
Technology") and KTC Acquisition
Corp., a wholly-owned subsidiary
of Key Technology.
This proxy, when properly executed, will
be voted in the manner directed herein
by the undersigned shareholder with
respect to the proposed merger. If no
direction is made on any other matter
coming before the meeting, this proxy
will be voted at the discretion of the
Proxies.
Please mark, sign, date and return this proxy card promptly using the enclosed
envelope.
SIGNATURE(S)________________________________________ DATE _________________,2000
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS ABOVE. When shares are held by joint
tenants, both must sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign the full corporate name by President or other authorized officer. If a
partnership, please sign in the partnership name by authorized person.
