Exhibit 99.2
US BIOENERGY CORPORATION
SPECIAL MEETING OF SHAREHOLDERS
March 31, 2008
10:00 a.m., Local Time
Saint Paul Hotel
350 Market Street
St. Paul, MN 55102
| US BioEnergy Corporation 5500 Cenex Drive Inver Grove Heights, MN 55077 | proxy |
This proxy is solicited by the Board of Directors for use at the Special Meeting of shareholders to be held on March 31, 2008.
Gordon W. Ommen, Richard K. Atkinson and Gregory S. Schlicht, and each of them, with full power to act alone and with full power of substitution, are hereby authorized to represent the undersigned at the US BioEnergy Corporation (“US BioEnergy”) Special Meeting of Shareholders to be held on March 31, 2008, and at any adjournment or postponement thereof, and to vote, as indicated on the reverse side, the shares of Common Stock which the undersigned would be entitled to vote if personally present at said meeting. The above named individuals are further authorized to vote such stock in their discretion upon any other business that may properly come before the meeting, and any adjournment or postponement thereof in their discretion.
If no choice is specified, the proxy will be voted “FOR” Items 1 and 2, except that no proxy marked “AGAINST” Proposal 1 will be voted “FOR” Proposal 2.
See reverse for voting instructions.
There are three ways to vote your Proxy.
Your telephone or Internet vote authorizes the Named Proxies to vote your |
COMPANY # | |||
shares in the same manner as if you marked, signed and returned your | ||||
proxy card. |
VOTE BY PHONE — TOLL FREE — 1-800-560-1965 — QUICK EASY IMMEDIATE
• | Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT), on March 28, 2008. |
• | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you. |
VOTE BY INTERNET — http://www.eproxy.com/usbe — QUICK EASY IMMEDIATE
• | Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on March 28, 2008. |
• | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot. |
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or return it to US BioEnergy Corporation, c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul, MN 55164-0873.
If you vote by Phone or Internet, please do not mail your Proxy Card
The Board of Directors Recommends a Vote FOR Proposals 1 and 2.
ò Please fold here ò
1. | To approve and adopt the Agreement and Plan of Merger, dated as of November 29, 2007, by and among VeraSun Energy Corporation, Host Acquisition Corporation (a direct, wholly-owned subsidiary of VeraSun) and US BioEnergy Corporation (“US BioEnergy”), and to approve the merger and the other transactions contemplated by the merger agreement, pursuant to which Host Acquisition Corporation will be merged with and into US BioEnergy and each then-outstanding share of US BioEnergy common stock (other than shares held by US BioEnergy, VeraSun or Host Acquisition Corporation) would be converted into the right to receive 0.810 shares of VeraSun common stock plus cash in lieu of fractional shares. | ¨ For | ¨ Against | ¨ Abstain | ||||
2. | To approve a proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve and adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement. | ¨ For | ¨ Against | ¨ Abstain |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTEDFOR EACH PROPOSAL, EXCEPT THAT NO PROXY MARKED “AGAINST” PROPOSAL 1 WILL BE VOTED “FOR” PROPOSAL 2.
Address Change? Mark Box ¨ Indicate changes below: | Date |
Mark box if you plan to attend the special meeting. ¨ |
Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy. |