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PROXY MICHAEL FOODS, INC. EXHIBIT 99.1
324 PARK NATIONAL BANK BUILDING
5353 WAYZATA BOULEVARD
MINNEAPOLIS, MINNESOTA 55416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint Gregg A. Ostrander and Jeffrey M. Shapiro as
Proxies, each with the power to appoint his substitute, and hereby authorize
them to represent and to vote, as designated on the reverse side, all of the
shares of Common Stock of Michael Foods, Inc. held of record by the undersigned
on April 15, 1996, at the Annual Meeting of Stockholders to be held on June 4,
1996 or any adjournment thereof.
/X/ Please mark votes as in this example.
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholders. If no direction is made, this Proxy will be voted
for Proposals 1, 2 and 3.
1. PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION BETWEEN AND AMONG MICHAEL FOODS, INC., NORTH STAR
UNIVERSAL, INC. AND NSU MERGER CO. AND THE MERGER OF MICHAEL FOODS, INC. AND NSU MERGER CO.
/ / FOR / / AGAINST / / ABSTAIN
2. ELECTION OF DIRECTORS
NOMINEES: RICHARD A. COONROD, MILES E. EFRON, ARVID C. KNUDTSON, JOSEPH D. MARSHBURN, JAMES H. MICHAEL, JEFFREY J.
MICHAEL, RICHARD G. OLSON, GREGG A OSTRANDER
/ / FOR / / WITHHELD
/ / ---------------------------------------------------------------------------------------------------------------
[INSTRUCTION. To withhold authority to vote for any individual nominee(s), write that nominee's name(s) on the
space provided above]
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE
3. PROPOSAL TO APPROVE THE APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR 1996.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before
the meeting.
MARK HERE / /
FOR ADDRESS CHANGE AND NOTE AT LEFT
PLEASE SIGN EXACTLY AS NAME APPEARS
HEREON. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN BY
AUTHORIZED PERSON.
SIGNATURE:
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DATE:
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SIGNATURE:
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DATE:
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.