SCHULTZ SAV-O STORES, INC.
2001 ANNUAL MEETING OF SHAREHOLDERS - MAY 9, 2001 PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Walter G. Winding and Elwood F. Winn,
and each or either of them as proxies, each with the power to appoint his
substitute, and hereby authorizes each or either of them to represent and to
vote, as designated below, all the shares of Common Stock of Schultz Sav-O
Stores, Inc. held of record by the undersigned on March 20, 2001 at the 2001
annual meeting of shareholders scheduled to be held on May 9, 2001 and 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, this
proxy will be voted:
o FOR the three specified director nominees;
o FOR the adoption of the plan of share exchange with Fresh
Brands, Inc.;
o FOR the amendment to our 1995 equity incentive plan to
increase, by 500,000, the number of shares of our stock
available under the plan;
o FOR the approval the proposed 2001 nonemployee director
stock option plan;
o FOR the ratification of Arthur Andersen LLP as the Company's
2001 independent public accountants; and
o On such other business as may properly come before the
meeting in accordance with the best judgment of the proxies
named herein.
++ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED ++
- ---------- -----------
SCHULTZ SAV-O STORES, INC. 2001 ANNUAL MEETING
1. ELECTION OF DIRECTORS: 1-William K. Jacobson 2-Steven R. Barth WITHHOLD
3-G. William Dierich FOR all nominees AUTHORITY to
[ ] listed to the left [ ] vote for all
(except as specified nominees listed
below). to the left.
-----------------------------------------------
(Instructions: To withhold authority to vote for any indicated
nominee, write the number(s) of the nominee(s) in the box -------->
provided to the right.)
-----------------------------------------------
2. Adoption of the plan of share exchange with Fresh Brands, Inc. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of the amendment to our 1995 equity incentive plan to increase, [ ] FOR [ ] AGAINST [ ] ABSTAIN
by 500,000, the number of shares of our stock available under the plan.
4. Adoption of the 2001 nonemployee director stock option plan. [ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Ratification of Arthur Andersen LLP as the Company's independent public [ ] FOR [ ] AGAINST [ ] ABSTAIN
accounts for 2001.
6. In their discretion, upon such other business as may properly come before
the meeting and at any adjournment thereof.
Date _____________________ NO. OF SHARES
Check appropriate box
Indicate changes below: [ ] Name [ ]
Address Change? Changes?
-----------------------------------------------
-----------------------------------------------
Signature(s) in Box
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
HEREON. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give your full title as
such. If a corporation, please sign in full
corporate name by the president or other
authorized officer. If a partnership, please
sign in partnership name by authorized
person.
- ------- ---------