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 Quantum Adjourns Special Stockholders' Meeting Until March 3, 2005 to Vote on Merger With Starcraft
Publication Date:28-February-2005
Source:Quantum (U.S.A)
Starcraft Shareholders Approve Merger

IRVINE, Calif. and GOSHEN, Ind.-- Quantum Fuel Systems Technologies Worldwide Inc. (Nasdaq: QTWW - News) today announced that it adjourned its special meeting of stockholders that took place today in order for Quantum to obtain sufficient votes to reach a quorum. The special meeting had been convened to vote on approval of the merger transaction with Starcraft Corporation (Nasdaq: STCR - News). The Quantum special meeting was adjourned and the vote postponed until March 3, 2005 at 8:30 a.m. Pacific time at its offices at 17872 Cartwright Road, Irvine, California.

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In a special meeting of shareholders of Starcraft also held today, Starcraft shareholders approved the merger agreement with Quantum. Of the approximately 8.97 million outstanding shares of Starcraft, there were 6.7 million shares represented at the special meeting. Approximately 98% of the Starcraft shares represented in person or by proxy were voted in favor of approval of the merger agreement.

The Quantum special meeting was adjourned because an insufficient number of stockholders were present or represented by proxy in order to establish a quorum. A majority of the 30.7 million issued and outstanding shares of Quantum common stock entitled to vote must be present in person or represented by proxy in order to constitute a quorum for transaction of business at the special meeting. As of the commencement of its special meeting on February 28, Quantum had received proxies representing approximately 15.3 million of the required 15.4 million shares needed to establish a quorum. As of the commencement of the February 28 meeting, approximately 82% of the proxies received on the proposal to approve Quantum's issuance of shares in the merger have been in favor of that proposal, and approximately 95% of the proxies received on the proposal to amend Quantum's certificate of incorporation to increase the number of authorized shares of common stock have been in favor of that proposal. Approval of the issuance of Quantum common stock in the merger requires the affirmative vote of a majority of the total number of votes cast at the Quantum special meeting, and approval of the amendment to Quantum's certificate of incorporation requires the affirmative vote of a majority of outstanding Quantum shares entitled to vote on the matter. Approval of the increase in authorized Quantum common stock is necessary to complete the merger.

Valid proxies submitted by Quantum stockholders prior to the February 28, 2005 meeting will continue to be valid for purposes of the March 3, 2005 reconvened meeting. Quantum stockholders are entitled to change their votes or revoke their proxies at any time prior to the vote being taken. Quantum has retained Mellon Investor Services LLC to assist it in soliciting proxies and will pay fees of approximately $3,500 plus reimbursement of expenses for these services.

Quantum stockholders as of the January 12, 2005 record date who have not voted and wish to do so should contact Cathy Johnston, Corporate Secretary of Quantum, (949) 399-4548.

About Quantum

Quantum is a leading designer, integrator and manufacturer of packaged fuel systems for fuel cells, hybrid and alternative fuel applications in the transportation, fuel cell stationary power generation and hydrogen refueling infrastructure markets. Leveraging its core competencies in ultra-light weight composite fuel storage, fuel injection, fuel metering, electronic controls, OEM-level systems integration, and years of OEM production experience, Quantum also designs and manufactures hybrid and fuel cell vehicles.

Quantum is a Tier 1 OEM supplier and has product commercialization alliances with General Motors, Sumitomo and IMPCO. Quantum's customer base includes General Motors, Toyota, Opel, Hyundai, Suzuki, Ford, Sunline, Yamaha, AeroVironment, and the U.S. Army.

About Starcraft

Starcraft Corporation is a leading supplier to the OEM automotive supply market. It also supplies aftermarket parts and accessories to wholesale and retail customers throughout the United States.

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