Amazon.com (AMZN)

ITEM 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Under rules and regulations of the Securities and Exchange Commission, the Audit Committee is directly responsible for the appointment of the Company’s independent public accountants. The Audit Committee has appointed, and is requesting ratification by the shareholders of the appointment of, Ernst & Young LLP (“E&Y”) to serve as independent public accountants for the fiscal year ending December 31, 2005. The affirmative vote of a majority of the outstanding shares of Common Stock present in person or represented by proxy and entitled to vote on the matter is required to ratify the selection of independent auditors. Broker nonvotes will have no effect on the outcome of this matter. Abstentions will be counted as present at the Annual Meeting for purposes of this matter and will have the effect of a vote against the ratification of the appointment of independent auditors. If shareholders do not ratify the selection of E&Y, the Audit Committee will evaluate the shareholder vote when considering the selection of independent public accountants for the audit engagement for the 2006 fiscal year. In addition, if shareholders ratify the selection of E&Y as independent public accountants, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select E&Y or another registered public accounting firm.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF E&Y AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.

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