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PROXY
MAXWELL TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 1996 ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of MAXWELL TECHNOLOGIES, INC. hereby appoints Donn
A. Starry and Donald M. Roberts and each of them, with full power of
substitution to each, proxies of the undersigned to represent the undersigned at
the 1996 Annual Meeting of Shareholders of MAXWELL TECHNOLOGIES, INC. to be held
on January 22, 1997, at 10:00 A.M., local time, at the La Jolla Marriott, 4240
La Jolla Village Drive, La Jolla, California and at any adjournment(s) thereof,
with all power, including voting rights, which the undersigned would possess if
personally present at said meeting on the matters set forth on the reverse
side.
THIS PROXY WILL BE VOTED AS DIRECTED, UNLESS A CONTRARY DIRECTION IS INDICATED,
THIS PROXY WILL BE VOTED FOR ALL OF THE NOMINEES FOR DIRECTOR LISTED ON THE
REVERSE SIDE AND FOR PROPOSALS (2) AND (3).
The proxies (or, if only one, then that one proxy) or their substitutes acting
at the meeting may exercise all powers hereby conferred.
The undersigned hereby revokes any prior proxy and ratifies and confirms all
that the above-named proxies or their substitutes, and each of them, shall
lawfully do or cause to be done by virtue hereof.
The undersigned hereby acknowledges receipt of the Notice of the 1996 Annual
Meeting of Shareholders and accompanying Proxy Statement dated December 4,
1996.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
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Please mark
your votes as / X /
indicated in
this example
FOR ALL NOMINEES
LISTED BELOW (except
as marked to the contrary
below)
(1) Election of Two Directors of the Company / /
of Class I to serve until the 1999 Annual
Meeting of Shareholders of MAXWELL
TECHNOLOGIES, INC. and until their WITHHOLD AUTHORITY
respective successors are duly elected to vote for all nominees
and qualified. listed below
/ /
Kenneth F. Potashner and Henry F. Owsley
WITHHELD FOR: (To withhold authority to vote for any individual nominees, write
that nominee's name in the space provided below.
_______________________________________________________
(2) Approval of the Amendment to the Company's 1995 Stock Option Plan
increasing the shares thereunder by 150,000 shares.
FOR AGAINST ABSTAIN
/ / / / / /
(3) Approval of the Amendment to the Company's Director Stock Option Plan
removing the 60-day exercise requirement on vested options following
cessation of membership on the Board of Directors.
FOR AGAINST ABSTAIN
/ / / / / /
(4) In their discretion, upon all matters as may properly come before the
meeting or any adjournment or adjournments thereof.
Please mark, sign, date and return the proxy
card promptly using the enclosed envelope.
Signature(s)______________________________________________Dated________________
IMPORTANT: In signing this Proxy, please sign your name or names in the same way
as shown above. When signing as a fiduciary, please give your full title. If
shares are registered in the names of two or more persons, each should sign.
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