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ALAN MILLER
GEORGESON & COMPANY, INC.
WALL STREET PLAZA
NEW YORK NY 10005
THE SCOTTS COMPANY
ANNUAL MEETING OF SHAREHOLDERS
APRIL 6, 1995
IMPORTANT
DEAR SHAREHOLDER,
THE ANNUAL MEETING OF THE SCOTTS COMPANY WILL BE HELD ON APRIL 6,
1995, ONLY A FEW DAYS AWAY.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY RECOMMENDED THAT
SHAREHOLDERS VOTE TO APPROVE THE PROPOSED MERGER WITH THE MIRACLE-
GRO COMPANIES. SINCE PROPOSAL NO. 2, THE PROPOSAL TO INCREASE
THE AUTHORIZED COMMON AND PREFERRED STOCK, IS A CONDITION
PRECEDENT TO THE MERGER AND REQUIRES THE FAVORABLE VOTE OF TWO-
THIRDS OF ALL OUTSTANDING SHARES, YOUR VOTE IS EXTREMELY
IMPORTANT.
SINCE TIME IS SHORT AND YOUR VOTE IMPORTANT, WE HAVE ESTABLISHED
A METHOD TO ENABLE YOU TO VOTE VIA TOLL-FREE PROXYGRAM. TO BE
SURE YOUR VOTE IS RECEIVED IN TIME, WE URGE YOU TO VOTE TODAY.
PLEASE TAKE A FEW MINUTES OF YOUR TIME TO FOLLOW THE SIMPLE STEPS
LISTED BELOW.
THANK YOU FOR YOUR CONSIDERATION.
TOLL-FREE PROXYGRAM OPERATORS
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. CALL TOLL-FREE 1-800-437-7699 ANYTIME, DAY OR NIGHT.
2. TELL THE OPERATOR THAT YOU WISH TO SEND A COLLECT PROXYGRAM
TO ID NO. 4222, THE SCOTTS COMPANY.
3. STATE YOUR NAME, ADDRESS AND TELEPHONE NUMBER.
4. STATE THE BANK OR BROKERAGE FIRM AT WHICH YOUR SHARES ARE
HELD.
5. STATE THE CONTROL NUMBER THAT APPEARS BELOW YOUR BANK OR
BROKERAGE FIRM ON THIS MAILGRAM.
ALAN MILLER
BANK/BROKER: GEORGESON & COMPANY, INC.
CONTROL NO.: 123456
NO. OF SHARES: 500
IF YOU NEED ASSISTANCE IN VOTING, CALL OUR SOLICITOR, GEORGESON &
COMPANY, INC. AT 1-800-223-2064.
THE SCOTTS COMPANY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 6, 1995
THE UNDERSIGNED HOLDER(S) OF COMMON SHARES OF THE SCOTTS COMPANY
(THE "COMPANY") HEREBY APPOINTS PAUL D. YEAGER AND CRAIG D.
WALLEY, AND EACH OF THEM, THE PROXIES OF THE UNDERSIGNED, WITH
FULL POWER OF SUBSTITUTION, TO ATTEND THE ANNUAL MEETING OF
SHAREHOLDERS OF THE COMPANY TO BE HELD AT THE STOUFFER DUBLIN
HOTEL, 600 METRO PLACE NORTH, DUBLIN, OHIO, ON THURSDAY, APRIL 6,
1995, AT 10:00 A.M., EASTERN STANDARD TIME, AND ANY ADJOURNMENT
OR ADJOURNMENTS THEREOF, AND TO VOTE ALL OF THE COMMON SHARES
WHICH THE UNDERSIGNED IS ENTITLED TO VOTE AT SUCH ANNUAL MEETING
OR AT ANY ADJOURNMENT OR ADJOURNMENTS THEREOF:
1. TO APPROVE THE ACQUISITION OF ONE-THIRD OR MORE BUT LESS
THAN A MAJORITY OF THE VOTING POWER OF THE COMPANY BY THE
SHAREHOLDERS OF STERN'S MIRACLE-GRO PRODUCTS, INC., STERN'S
NURSERIES, INC., MIRACLE-GRO LAWN PRODUCTS, INC., AND
MIRACLE-GRO PRODUCTS LIMITED
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. TO AMEND ARTICLE FOURTH OF THE AMENDED ARTICLES OF
INCORPORATION OF THE COMPANY
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. TO AMEND THE AMENDED ARTICLES OF INCORPORATION OF THE
COMPANY TO ADD A NEW ARTICLE NINTH
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. TO AMEND SUBPARAGRAPHS (A) AND (B) OF SECTION 2.02 OF THE
CODE OF REGULATIONS OF THE COMPANY
( ) FOR ( ) AGAINST ( ) ABSTAIN
5. TO AMEND SUBPARAGRAPH (C) OF SECTION 2.02 OF THE CODE OF
REGULATIONS OF THE COMPANY
( ) FOR ( ) AGAINST ( ) ABSTAIN
6. TO AMEND SECTION 6.01 OF THE CODE OF REGULATIONS OF THE
COMPANY
( ) FOR ( ) AGAINST ( ) ABSTAIN
7. TO ELECT THREE DIRECTORS FOR TERMS OF ONE YEAR, TO ELECT
THREE DIRECTORS FOR TERMS OF TWO YEARS AND TO ELECT THREE
DIRECTORS FOR TERMS OF THREE YEARS (OR, IF PROPOSAL NO. 4 IS
NOT ADOPTED, TO ELECT NINE DIRECTORS TO SERVE UNTIL THE NEXT
ANNUAL MEETING OF SHAREHOLDERS).
FOR TERMS OF ONE YEAR:
THEODORE J. HOST, KAREN GORDON MILLS, TADD C. SEITZ
( ) VOTE FOR ALL NOMINEES ( ) VOTE FOR ALL NOMINEES
EXCEPT
FOR TERMS OF TWO YEARS:
JAMES B. BEARD, JOHN M. SULLIVAN, L. JACK VAN FOSSEN
( ) VOTE FOR ALL NOMINEES ( ) VOTE FOR ALL NOMINEES
EXCEPT
FOR TERMS OF THREE YEARS:
JOHN S. CHAMBERLIN, JOSEPH P. FLANNERY, DONALD A. SHERMAN
( ) VOTE FOR ALL NOMINEES ( ) VOTE FOR ALL NOMINEES
EXCEPT
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS (NONE KNOWN AT THE TIME OF SOLICITATION OF THIS
PROXY) AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR ADJOURNMENTS THEREOF.
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY
WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS SPECIFIED.
IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED "FOR" PROPOSAL NOS. 1-6 AND "FOR" THE ELECTION OF
THE NOMINEES LISTED IN ITEM NO. 7 AS DIRECTORS OF THE COMPANY.
IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, OR IF A
NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT
IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE
PROXIES ON SUCH MATTERS OR FOR SUCH SUBSTITUTE NOMINEE(S) AS THE
DIRECTORS MAY RECOMMEND.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE
ANNUAL MEETING OF SHAREHOLDERS, DATED MARCH 16, 1995, THE PROXY
STATEMENT/PROSPECTUS FURNISHED THEREWITH, AND THE ANNUAL REPORT
OF THE COMPANY FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994. ANY
PROXY HERETOFORE GIVEN TO VOTE THE COMMON SHARES WHICH THE
UNDERSIGNED IS ENTITLED TO VOTE AT THE ANNUAL MEETING OF
SHAREHOLDERS IS HEREBY REVOKED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SCOTTS COMPANY.
04/04/95