Seattle, Washington
May 4, 2000
[LOGO]
2815 2ND AVENUE, SUITE 500
SEATTLE, WASHINGTON 98121
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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To the stockholders of Ubarter.com Inc.:
We will hold a special meeting of stockholders of Ubarter.com Inc. on Friday,
May 26, 2000, at 10:00 a.m. local time, at our headquarters at 2815 2nd Avenue,
Suite 500, Seattle, Washington, for the following purpose:
To consider and vote upon a proposal to approve the Agreement and Plan of
Merger, dated as of January 20, 2000, among ShopNow.com, Inc., Shamu
Acquisition, Inc., a wholly owned subsidiary of ShopNow.com, and Ubarter.com.
Under the merger agreement, Ubarter.com will become a wholly owned subsidiary of
ShopNow.com and outstanding shares of Ubarter.com common stock (other than
dissenters' shares) will be converted into the right to receive shares of
ShopNow.com common stock in the manner set forth in the merger agreement. This
proposal is more fully described in the attached proxy statement/prospectus,
which you should read carefully.
We will conduct no other business at the Ubarter.com stockholders' special
meeting, except business that may be properly brought before the special meeting
and that is within the purpose of the special meeting described above.
We cannot complete the merger unless the holders of at least a majority of the
shares of Ubarter.com common stock outstanding on the record date vote to
approve the merger agreement. Holders of Ubarter.com common stock are entitled
to assert dissenters' rights with respect to the merger under chapter 92A of the
Nevada General Corporation Law.
Only holders of record of Ubarter.com common stock at the close of business on
March 31, 2000, the record date, are entitled to vote at the special meeting or
any adjournment or postponement of the meeting. This notice and the attached
proxy statement/prospectus are being sent to Ubarter.com's stockholders on or
about May 11, 2000.
By Order of the Board of Directors
of Ubarter.com Inc.
[/S/ RICHARD L. MAYER]
Richard L. Mayer
SECRETARY
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