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Proxy — Gateway, Inc.

ateway 2000, Inc. markets personal computers and related products and services.

Value

Total number of shares outstanding as of July 17, 2000 321,700,000

Price of each share of common stock on July 17, 2000 $65.0625

Aggregate market value as of July 17, 2000 $20,930,606,250

Performance Record

For year ended Dec. 31, in thousands, except per-share data

1999 1998 1997

Net sales $8,645,561 $7,467,925 $6,293,680

Net income $427,944 $346,399 $109,797

Net income per share $1.36 $1.11 $0.36

Total assets $3,954,688 $2,890,380 $2,039,271

Directors

Charles Carey, 46, has been a director since March 1996. He is chairman and CEO of Fox Television Division of Fox Inc. and co-COO of News Corp. and Fox Entertainment Group, Inc.

Elizabeth Dole, 63, was elected as director in May 2000. She previously served as president of the Red Cross from 1991 to 1999.

George Krauss, 58, has been director since 1991. He has been an attorney with the law firm of Kutak Rock since 1972.

Douglas Lacey, 52, has been a director since 1989. He is a partner of Nichols, Rise & Co., L.L.P., an accounting firm.

James McCann, 48, has been a director since 1996. He is president of 1-800-FLOWERS.com, Inc. He is also a director of OfficeMax, Inc., Hofstra University, Winthrop University Hospital, Very Special Arts, The National Retail Federation, and Petco, Inc.

Richard Snyder, 41, has been a director since 1991. Since September 1997, he has been president of Avalon Investments, Inc., a venture capitalist firm.

Theodore Waitt, 37, co-founded the company in 1985 and served as president until January 1996. He has been chairman since February 1993.

Jeffrey Weitzen, 43, was elected director, president and COO in January 1998. Since January 2000, he has been CEO.

Executive Compensation

Officers Cash Compensation

Theodore Waitt, chairman $1,900,000

Jeffrey Weitzen, president and CEO $1,501,000

David Robino, vice chairman $774,250

R. Todd Bradley, executive vice president of global operations $661,296

Van Andrews $587300

Significant Stock Ownership

Number of shares Percent

March 24, 2000

Theodore W. Waitt 115,572,238 35.82

Legg Mason, Inc. 20,166,051 6.28

Amvescap PLC 19,054,800 5.94

Directors and executives as a group (18 persons) 1,216,000 36.65

Other Information

Headquarters: 4545 Towne Centre Court, San Diego, CA 92121; (858) 799-3401; fax (858) 799-3442; (www.gateway.com)

Auditors: PricewaterhouseCoopers LLP, San Diego

Information was compiled from the company’s annual and proxy statements.

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