ANNUAL MEETING OF STOCKHOLDERS OF VEECO INSTRUMENTS May 5, 2016 INC. INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PMEST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. I N PE RS ON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20333000000000001000 5 051315 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2, 3, 4, 5 AND 6. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE PLAN. PURCHASE PLAN. EXECUTIVE COMPENSATION. FISCAL YEAR ENDING DECEMBER 31, 2016. Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. 1. ELECTION OF DIRECTORS: FOR BOTH NOMINEESNOMINEES: O John R. PeelerClass I director O Thomas St. DennisClass I director WITHHOLD AUTHORITY FOR BOTH NOMINEES FOR BOTH EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR BOTH EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: 2. APPROVAL OF THE 2010 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED. 3. APPROVAL OF THE MANAGEMENT BONUS 4. APPROVAL OF THE EMPLOYEE STOCK 5. APPROVAL OF THE ADVISORY VOTE ON 6. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FOR AGAINST ABSTAIN In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR BOTH NOMINEES in Proposal 1 and FOR Proposals 2, 3, 4, 5 and 6. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING Signature of Stockholder Date: Signature of Stockholder Date: x IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 5, 2016 The Notice, Proxy Statement and Annual Report to Stockholders are available at www.veeco.com. COMPANY NUMBER ACCOUNT NUMBER PROXY VOTING INSTRUCTIONS
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