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San Diego MARKETPLACE

Proxy

D-40 Co. manufactures and markets two multipurpose lubricant products known as “WD-40” and “3-IN-ONE Oil,” and the Lava brand of heavy-duty hand cleaners.

Value

Total number of shares outstanding as of Jan. 7, 2000 15,600,000

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Price of each share of common stock on Jan. 7, 2000 $20

Aggregate market value as of Jan. 7, 2000 $312,000,000

Performance Record

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

1999 1998 1997

Net sales $146.348 $144.397 $137.893

Net income (loss) $21.065 $21.888 $21.363

Net income (loss) per share $1.41 $1.40 $1.37

Total assets $91.957 $70.945 $65.418

Directors

John S. Barry, 75, has been director since 1970. He was elected chairman in 1990.

Mario L. Crivello, 59, has been director since 1994.

Daniel W. Derbes, 69, has been director since 1984. He is the president of Signal Ventures, a venture capital firm. He is also a director of Sempra Energy Corp., and Oak Industries, Inc.

Harlan F. Harmsen, 72, has been director since 1977 and secretary since 1982.

Jack L. Heckel, 68, has been director since 1989. He is also a director of Advanced Tissue Sciences, Inc. and Applied Power Corp.

Garry O. Ridge, 43, was elected as director in November 1997 and named as president and CEO in October 1997.

Margaret L. Roulette, 75, has been director since 1977. She is a private investor.

Gerald C. Schleif, 64, has been director since 1989.

C. Fredrick Sehnert, 68, has been director since 1983.

Edward J. Walsh, 67, has been director since 1988.

Executive Compensation

Officers Cash Compensation

Garry Ridge, president and CEO $381,650

Thomas Tranchina, vice president of finance and CFO $155,850

Graham Milner, senior vice president of the Americas $184,250

Michael Freeman, vice president of operations and chief information officer $177,550

William Noble, managing director of Europe WD-40 Co. Ltd. $230,450

Geoffrey Holdsworth, managing director of Asia/Pacific

WD-40 Co. Pty Limited $109,250

Significant Stock Ownership

Number of shares Percent

Oct. 18, 1999

Mario Crivello 995,502 6.4

Directors and executives as a group 2,353,483 15.0

Other Information

Headquarters: 1061 Cudahy Place, San Diego, CA 92110; (619) 275-1400; fax (619) 275-5823

Auditors: PricewaterhouseCoopers LLP, San Diego

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

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