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Proxy — Vical Inc.

Vical Inc. develops biopharmaceutical products based on DNA gene transfer technologies for the prevention and treatment of life-threatening diseases.

Value

Total number of shares outstanding as of June 23, 2000 19,800,000

Price of each share of common stock on June 23, 2000 $19.625

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Aggregate market value as of June 23, 2000 $388,575,000.00

Performance Record

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

1999 1998 1997

Contract Revenues $10,711 $5,920 $7,803

Net income (loss) $(6,909) $(7,481) $(5.611)

Net income (loss) per share $(0.43) $(0.47) $(0.36)

Total assets $45,059 $44,844 $50,691

Directors

R. Gordon Douglas Jr. has been chairman and director since May 1999. He was formerly president of Merck Vaccines.

M. Blake Ingle has been director since June 1996. He is a partner of Inglewood Ventures. He is also a director of Corvas International, Inc., Inex Pharmaceuticals and Burnham Institute.

Patrick F. Latterell has been director since February 1992. Since 1989, he has been general partner with Venrock Associates. He is also a director of Oratec Interventions Inc. and Signal Pharmaceuticals Inc.

Gary A. Lyons has been director since March 1997. Since 1993, he has been president, CEO and director of Neurocrine Biosciences, Inc. and has been a director of IntraBiotics Pharmaceuticals since December 1999.

Alain B. Schreiber has been president, CEO and director since May 1992. He is also a director of Spiros Development Corp. II.

Dale A. Smith has been director since August 1995. He was formerly group vice president of Baxter International Inc. He is also a director of Cerus Corp.

Philip M. Young has been director since February 1992. Since April 1990, he has been general partner of U.S. Venture Partners. He is also a director of The Immune Response Corp. and Zoran Corp.

Executive Compensation

Officers Cash Compensation

Alain Schreiber, president and CEO $420,000

Deirdre Y. Gillespie, executive vice president and chief business officer $274,000

Martha Demski, vice president and CFO $218,000

Jon Norman, vice president of research $217,000

George Gray, vice president of operations $206,000

Significant Stock Ownership

Number of shares Percent

March 1, 2000

State of Wisconsin Investment Board 1,252,000 6.33

Directors and executive officers as a group 1,346,574 6.38

Information

Headquarters: 8373 Towne Centre Drive, Suite 100, San Diego, CA 92121; (858) 646-1100; fax (858) 646-1157; (www.vical.com)

Auditors: Arthur Andersen LLP, San Diego

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

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