EXHIBIT 99.1
[PROXY CARD: FRONT SIDE]
SYNOPSYS, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE SYNOPSYS, INC. ("SYNOPSYS") BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JUNE 4, 2002.
The undersigned revokes all previous proxies, acknowledges receipt of the Notice
of Annual Meeting of Stockholders to be held June 4, 2002, the joint proxy
statement/prospectus, Letter to Stockholders and Annual Report on Form 10-K for
fiscal 2001, and appoints Aart J. de Geus and Chi-Foon Chan, and each of them
individually, the proxy of the undersigned, each with full power of
substitution, to vote all Synopsys common shares that the undersigned is
entitled to vote, either on his or her own behalf or on behalf of any entity or
entities, at the Synopsys annual meeting of stockholders to be held at Synopsys'
offices at 700 East Middlefield Road, Building C, Mountain View, California on
Tuesday, June 4, 2002 at 9:00 a.m. local time, and at any adjournment or
postponement thereof, with the same force and effect as the undersigned might or
could do if personally present. The shares represented by the proxy shall be
voted in the manner as set forth on the reverse side.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
[PROXY CARD: REVERSE SIDE]
YOUR VOTE IS IMPORTANT!
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SYNOPSYS, INC.
THE SYNOPSYS BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS
LISTED BELOW. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED
BELOW. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ISSUANCE OF
SYNOPSYS COMMON SHARES IN THE MERGER, FOR THE ELECTION OF THE DIRECTORS LISTED
BELOW, FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG AND IN THE PROXY'S
DISCRETION AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
1. PROPOSAL TO APPROVE THE ISSUANCE OF SYNOPSYS COMMON SHARES TO AVANT!
STOCKHOLDERS PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
DECEMBER 3, 2001, AMONG SYNOPSYS, INC., AVANT! CORPORATION AND A
WHOLLY-OWNED SUBSIDIARY OF SYNOPSYS.
For Against Abstain
[ ] [ ] [ ]
2. PROPOSAL TO ELECT EIGHT DIRECTORS TO SERVE FOR THE ENSUING YEAR OR UNTIL
THEIR SUCCESSORS ARE ELECTED.
Nominees: 01-Aart J. de Geus, 02-Andy D. Bryant, 03-Chi-Foon Chan,
04-Bruce R. Chizen, 05-Deborah A. Coleman, 06-A. Richard Newton,
07-Sasson Somekh, 08-Steven C. Walske
For All Withhold All For All Except*
[ ] [ ] [ ]
____________________________________________
*For all nominees except as noted above
3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG, LLP AS INDEPENDENT AUDITORS OF
SYNOPSYS FOR FISCAL 2002.
For Against Abstain
[ ] [ ] [ ]
4. To consider and vote upon a stockholder proposal requesting that the Board
of Directors submit all equity compensation plans, other than those that
would not result in material potential dilution, to stockholders for
approval.
For Against Abstain
[ ] [ ] [ ]
To transact such other business as may properly come before the meeting or any
adjournment or postponement thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE ABOVE. [ ]
CONTROL NUMBER
Signature(s): Dated: , 2002
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Dated: , 2002
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Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an attorney, executor, administrator,
trustee or guardian, please give 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 an authorized person.
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FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.