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San Diego
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PROXY–Overland Data Corp.

verland Data, Inc. designs, develops, manufactures, markets and supports magnetic tape data storage automation solutions.

Value

Total number of shares outstanding as of March 21, 2000 10,100,000

Price of each share of common stock on March 21, 2000 $14.38

Aggregate market value as of March 21, 2000 $145,238,000.00

Performance Record

For year ended June 30, in thousands, except per-share data

1999 1998 1997

Net sales $92,227 $75,164 $59,146

Net income (loss) $3,982 $2,792 $3,100

Net income (loss) per share $0.37 $0.25 $0.33

Total assets $56,230 $53,996 $48,260

Directors

Scott McClendon, 60, has been director, president and CEO since October 1991.

Martin D. Gray, 51, was a co-founder of the company and director since 1980. He served as assistant secretary since November 1997.

Peter Preuss, 56, served as director since September 1998. He is a private investor. Since 1985, he served as president of The Preuss Foundation, Inc., a nonprofit corporation that sponsors cancer research. He is also a director of DepoTech Corp. and network Computing Devices. He is also a regent of the University of California.

John A. Shane, 66, served as director since July 1992. Since 1972, he served as president of Palmer Service Corp., a venture capital firm. He is also a director of Arch Communications Group, Inc., Gensym Corp., and United Asset Management Corp.

Executive Compensation

Officers Cash Compensation

Scott McClendon, president and CEO $336,633

Frank Kirchhoff, vice president of sales $195,017

Steven Richardson, vice president of marketing $199,685

Robert Scroop, vice president of engineering $150,368

Martin Gray, vice president, chief technology officer and assistant secretary $161,384

Significant Stock Ownership

Number of shares Percent

Sept. 15, 1999

Martin Gray 1,761,007 17.5

Anne Otterson 566,124 5.6

Scott McClendon 533,380 5.3

All directors and officers as a whole (10 persons) 3,385,938 33.6

Other Information

Headquarters: 8975 Balboa Ave., San Diego, CA 92123-1599; (858) 571-5555; fax (858) 627-3866; (www.overlanddata.com)

Auditors: PricewaterhouseCoopers LLP, San Diego

Information was compiled from the company’s recent 10-K and DEF 14A filings.

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