REAL GOODS TRADING CORPORATION
555 LESLIE STREET
UKIAH, CALIFORNIA 95482
NOTICE OF ANNUAL MEETING OF SHAREHOWNERS AUGUST 15, 1998
The Annual Meeting of Shareowners of Real Goods Trading
Corporation (the "Company") will be held on Saturday, August
15, 1998 at 11:00 a.m. at 13771 S. Hwy. 101, Hopland, California,
95449, for the following purposes:
1. To elect six directors to the Board of Directors of the
Company;
2. To transact such other business as may be properly brought
before the Annual Meeting and any adjournment or
postponement thereof.
The close of business on June 15, 1998, has been fixed as the
record date for the determination of shareowners entitled to
notice of and to vote at the meeting. The stock transfer books
will not be closed.
Donna Montag, Secretary
June 17, 1998
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE. YOU MAY NEVERTHELESS VOTE
IN PERSON IF YOU ATTEND THE MEETING.
REAL GOODS TRADING CORPORATION PROXY STATEMENT
FOR THE 1998 ANNUAL MEETING OF SHAREOWNERS
INTRODUCTION
This Proxy Statement is furnished to the shareowners of Real
Goods Trading Corporation, a California corporation (the
"Company") by the Board of Directors (the "Board") of the Company
in connection with the solicitation of proxies for use at the
Annual Meeting of Shareowners (the "Meeting") to be held on
Saturday, August 15, 1998, at 11:00 a.m., local time, and at any
adjournment or postponement thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of
Shareowners. The Meeting will be held at 13771 S. Hwy. 101,
Hopland, California 95449. The Company's principal executive
offices are located at 555 Leslie Street, Ukiah, California
95482. Its telephone number is (707) 468-9292. These proxy
solicitation materials were first mailed on or about June 25,
1998 to all shareowners entitled to vote at the Meeting.
ANNUAL REPORT
The Annual Report of the Company for the year ended March 31,
1998, is furnished concurrently to all shareowners entitled
to vote at the Meeting. The Annual Report is not to be regarded
as proxy soliciting material or as a communication by means of
which any solicitation is to be made.
RECORD DATE, SHARES OUTSTANDING AND VOTING RIGHTS
Shareowners of record at the close of business on June 15,
1998, are entitled to notice of and to vote at the Meeting. On
such date 3,939,580 shares of the Company's Common Stock (without
par value) were issued and outstanding. Each outstanding
share of capital stock entitles its holder to one vote with
respect to the matters properly brought before the meeting.
However, in the election of directors, if prior to the voting any
shareowner gives notice at the Meeting of his or her intention to
cumulate his or her votes, every shareowner shall be entitled to
the number of votes equal to the number of shares owned by him or
her multiplied by the number of directors to be elected. In the
event that cumulative voting occurs, each shareowner may cast all
such votes for a single nominee or distribute them among two or
more nominees. No shareowner may cumulate votes for any
candidate whose name has not been placed into nomination prior to
the voting.
SOLICITATION
The solicitation of proxies is made by the Company and all
related costs will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons
representing beneficial owners of shares of the Company's stock
for their expenses in forwarding solicitation material to such
beneficial owners. Proxies may also be solicited by certain of
the Company's directors, officers and regular employees, without
additional compensation, personally or by telephone or telegram.
VOTING OF PROXIES
The shares represented by the proxies solicited hereby will be
voted FOR the election of the Company's nominees for the
Board and at the discretion of the proxy holders on any other
matters that may properly come before the Meeting, if no contrary
instruction is indicated on a proxy.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by
the person giving it at any time before its use (i) by delivery
to the Secretary of the Company of a written notice of revocation
or a duly executed proxy bearing a later date, or (ii) by
attending the Meeting and voting in person.
</PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of
June 15, 1998, by (i) each person (including any "group" as that
term is used in Section 13(d)(3) of the Securities Exchange Act
of 1934 (the "Exchange Act")) who is known by the Company to own
beneficially 5% or more of the Common Stock, (ii) each director
of the Company, and (iii) all directors and executive officers as
a group. Unless otherwise indicated, all persons listed below
have sole voting power and investment power with respect to
such shares.
<TABLE>
<C> <C> <C>
Name and Address of Share Amount
and Nature of Percentage
Beneficial Owner Beneficial Ownership* of Class**
John Schaeffer 1,850,012 1 47%
555 Leslie Street
Ukiah, CA 95482
Stephen Morris 33,300 2 **
555 Leslie Street
Ukiah, CA 95482
James T. Robello 4,000 3 **
555 Leslie Street
Ukiah, CA 95482
Linda Francis 4,000 3 **
555 Leslie Street
Ukiah, CA 95482
John Lenser 4,000 3 **
555 Leslie Street
Ukiah, CA 95482
Barry Reder None N/A
222 Kearny Street, 7th Floor
San Francisco, CA 94108
All directors and officers 1,906,112 4 48.4%
as a group(8 persons)
</TABLE>
* The amounts and percentages indicated as beneficially owned
were calculated pursuant to Rule 13d-3(d)(1) under the
Exchange Act which provides that beneficial ownership of a
security is acquired by a person if that person has the
right to acquire beneficial ownership of such security
within 60 days through the exercise of a right such as the
exercise of an option or the conversion of a convertible
security into common stock. Any securities not outstanding
which are subject to options or conversion privileges are
deemed outstanding for the purpose of computing the
percentage of outstanding securities of the class owned by
the person who owns the option or conversion privilege but
are not deemed outstanding for the purpose of computing the
percentage of the class owned by any other person.
** Less than one percent of such class of stock.
1 The amount reported excludes 3,000 shares transferred in
December 1994 and 10,600 shares transferred in October 1997
by Mr. Schaeffer to an irrevocable trust established for the
benefit of Mr. Schaeffer's children. Mr. Schaeffer does not
have voting or investment powers over these 10,600 shares
and Mr. Schaeffer disclaims beneficial ownership of all of
the shares held in this irrevocable trust.
2 Includes 31,300 shares subject to issuance within 60 days
after May 20, 1998, upon the exercise of stock options
granted pursuant to Company's Fiscal 1993 Stock Incentive
Plan, as amended (the "1993 Plan") and 2,000 shares subject
to issuance within 60 days after May 20, 1998, upon the
exercise of stock options granted subject to the 1995
Non-Employee Directors' Stock Option Plan.
3 Includes 12,000 shares subject to issuance within 60 days
after May 20, 1998 upon the exercise of stock options
granted pursuant to the Company's Non-Employee Directors'
Stock Option Plan.
4 Includes 10,800 shares subject to issuance with 60 days
after May 20, 1998 to an officer of the Company upon the
exercise of stock options granted pursuant to the 1993 Plan.
</PAGE>
BOARD OF DIRECTORS
MEETINGS
During the fiscal year ended March 31, 1998, the Board met
on four (4) occasions, met by conference call on two (2)
occasions, and took action by written consent on six (6)
occasions. Each person who was then a Board member attended at
least 80% of the Board meetings.
BOARD COMMITTEES
THE COMPENSATION COMMITTEE. The Compensation Committee,
currently has three members, John Lenser, Linda Francis and Barry
Reder. The Compensation Committee establishes the compensation
and evaluates the performance of the officers of the Company and
provides advice and counsel to the Board of Directors with
respect to compensation policies and practices. The Compensation
Committee did not meet formally in fiscal 1998.
THE AUDIT COMMITTEE. The Audit Committee, which met once in
fiscal 1998, currently has two members, James Robello and Barry
Reder. The Audit Committee meets at least annually with
the auditors of the Corporation and consults with them and
with the Chief Financial Officer of the Corporation as is
necessary. The Audit Committee has the responsibility of
recommending the annual appointment of the public accounting firm
to serve as the Company's independent auditors and reviewing any
matters with the auditors that might affect the financial
statements, internal controls, or other financial aspects of the
operation of the Company. The Audit Committee also reviews the
Company's accounting procedures and systems of control and the
Company's quarterly and annual financial statements.
None of the members of the Compensation Committee or the
Audit Committee is an employee of the Company.
REPORTS REQUIRED BY SECTION 16(A)
Section 16(a) of the Exchange Act requires the Company's
directors and executive officers, and persons who own more than
ten percent (10%) of the Company's Common Stock, to file with the
Securities and Exchange Commission, and any exchange on which the
Company's stock is traded, reports of ownership and changes in
ownership of the Company's Common Stock.
Based solely on its review of the copies of Forms 3, 4 and 5
received by the Company, or written representations from certain
reporting persons that no Form 5 reports were required for such
persons, the Company believes that, during the fiscal year ended
March 31, 1998, all Section 16(a) filing requirements applicable
to its officers, directors and 10% shareholders were complied
with, except that John Schaeffer was late in filing a Form
4 report of his sales of shares of the Company's Common
Stock in October 1998 and December 1998.
GENERAL INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
Information about (i) each director nominee, and (ii) the
executive officers of the Company who are not directors, is set
forth below:
<TABLE>
<C> <C> <C> <C> <C>
Name Age Office Director Term
Since Expires
John Schaeffer 49 Chief Executive Officer 1990 1998
and Chairman of the Board
Stephen Morris 51 Director 1993 1998
James T. Robello 53 Director October 1998
1995
Linda Francis 50 Director May 1998
1996
John Lenser 54 Director May 1998
1996
Barry Reder 54 Director May 1998
1996
Ronald Zell 58 President N/A N/A
Donna Montag 50 Chief Financial Officer N/A N/A
and Secretary
</TABLE>
PROFESSIONAL EXPERIENCE OF EXECUTIVE OFFICERS AND DIRECTORS:
JOHN SCHAEFFER. Mr. Schaeffer founded the Company's
predecessor in 1986 and since 1990 has been the Company's
President, Chief Executive Officer and Chairman of the Board.
Mr.Schaeffer has been involved in retail businesses since 1978.
In 1994 Mr. Schaeffer was named California Small Businessperson
of the Year. Mr. Schaeffer received a B.A. degree in
anthropology
from the University of California at Berkeley in 1971.
STEPHEN MORRIS. Mr. Morris joined the Company's Board of
Directors in October 1993. On July 1, 1994, Mr. Morris became
Executive Vice President and Chief Operating Officer of the
Company. He resigned from such position in June, 1995. Prior to
July 1, 1994 and subsequent to June, 1995, Mr. Morris has been
the principal of Stephen Morris Associates, a provider of sales
and marketing consulting services. He is currently the President
and Publisher at Chelsea Green Publishing Co. in Vermont. Mr.
Morris received an A.B. degree in Psychology from
Yale University in 1970.
JAMES ROBELLO. Mr. Robello joined the Company's Board of
Directors in October 1995. Mr. Robello was hired by Real Goods
as its Controller in 1991, and in August 1992 was appointed its
Chief Financial Officer. He resigned from that position in
October 1995, to become General Administrator of Santa Rosa
Anesthesia Medical Group, Inc., currently operating under the
name Anesthesia & Analgesia Medical Group, Inc. At that time he
was elected to the Board of Directors at Real Goods. Mr. Robello
served as Secretary of the Company from August 1992 to May 21,
1996. Mr. Robello received a B.A. in finance and business
environment from the University of Oregon in 1967.
LINDA FRANCIS. Ms. Francis joined the Company's Board of
Directors in May 1996. Ms. Francis has been a self-employed
management consultant since 1989. Ms Francis founded and ran a
non-profit corporation serving developmentally disabled persons.
Since 1995, Ms. Francis has worked with Real Goods to fine tune
its organization and corporate structure, utilizing her
experience in "open book management" and employee motivational
programs. Ms Francis is the author of "How to Run Your
Business So It Doesn't Run You." Ms. Francis received a B.A.
degree in Sociology from Sonoma State University in 1972, an
M.A. degree in Education from Sonoma State University in 1982 and
a Special Education teaching credential from Sonoma State
University in 1973.
JOHN LENSER. Mr. Lenser joined the Company's Board of
Directors in May 1996. Mr. Lenser was President of Hearthsong
and David Kay Catalog from 1992 to 1995. Mr. Lenser has been an
independent consultant from 1994 to the present. Mr. Lenser
received a B.A. degree in 1966 and a Masters Degree in 1969 from
the University of California at Berkeley.
BARRY REDER. Mr. Reder joined the Company's Board of
Directors in May 1996. Since October 1993, Mr. Reder has been
a partner at the San Francisco firm of Coblentz, Patch, Duffy &
Bass, a California law firm. Mr. Reder has served as counsel
to the Company since 1990. He is a general corporate and
securities counsel for a broad range of businesses throughout the
United States. His expertise is in mergers and acquisitions,
venture capital, contracts and real estate. Mr. Reder received a
B.A. degree from Wesleyan University in 1966 and a J.D. degree
from Cornell Law School in 1969.
RONALD ZELL. Mr. Zell was elected President of the Company on
May 18, 1998. From 1994 to 1998 he was President of Road Runner
Sports, a catalog business focused on the needs of runners. Mr.
Zell has served as President of Honey Baked Ham Company from 1992
to 1994, President and Chief Executive Officer of GRI Corporation
from 1989 to 1992, Senior Vice President of Marketing of Bear
Creek Corporation (Harry and David, Jackson & Perkins) from 1985
to 1989 and Vice President of Retail for Eddie Bauer from 1984 to
1989. He received a B.A. from Purdue in 1962 and an MBA from the
Wharton School in 1967.
DONNA MONTAG. Ms. Montag joined the Company as its Assistant
Controller in 1993. She was appointed as Controller of the
Company in November 1995, Secretary of the Company in May 1996
and Chief Financial Officer in August 1996. Ms. Montag was the
Controller at Scharffenberger Cellars from 1989 until 1993. Ms.
Montag received a B.A. degree from Marymount College in 1969 and
C.M.A. certification in 1996.
There is no family relationship among directors, executive
officers or persons nominated or chosen by the Company to become
directors or executive officers.
REMUNERATION OF DIRECTORS
Under the Company's Amended and Restated Non-Employee
Directors' Plan (the "Amended Directors' Plan") Directors
receive an option to purchase 10,000 shares of the Company's
Common Stock upon election, and an option to purchase 2,000
shares of stock on the sixth and each succeeding anniversary of
service thereafter. Mr. Reder has disclaimed participation in
the Amended Directors' Plan.
The non-employee directors of the Company each receive an
annual cash retainer fee of $6,000 per year. Also as of May
21, 1996, each non-employee director who chairs the Compensation
Committee and Audit Committee of the Board receives an additional
$3,000 per year for chairing each such committee. Mr. Reder is
the chairman of the Audit Committee and the Compensation
Committee.
The directors are reimbursed for their extraordinary travel
expenses in connection with their service on the Company's Board.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash, bonus and other annual
compensation received by Mr. Schaeffer, the Company's President
and Chief Executive Officer, for the three fiscal years ending on
March 31, 1996 thru 1998, respectively. Mr. Schaeffer received no
bonuses, reportable perquisites, securities or property, long
term compensation awards in the form of restricted stock awards,
option or SAR awards, or payouts pursuant to any long term
incentive plan during fiscal 1998 or the two preceding fiscal
years. Mr. Schaeffer holds no options to purchase any of the
Company's securities including Common Stock. No officer received
in excess of $100,000 of total annual salary and bonus
compensation during such period.
<TABLE>
<CAPTION>
Summary Compensation Table
<C> <C> <C> <C>
Name and Principal Fiscal Annual All Other
Position Year Compensation Compensation 3
Salary 1, 2
John Schaeffer, President, 1998 $69,225 $10,509
Chairman of the Board, 1997 $70,981 8,112
Chief Executive Officer 1996 $79,083 5,704
</TABLE>
1 Includes amounts deferred at the election of Mr. Schaeffer
pursuant to the Company's 401(k) Plan established pursuant
to Section 401(k) of the Internal Revenue Code of 1986, as
amended.
2 Includes certain amounts accrued during the year indicated
and paid the following year.
3 Consists entirely of the cash value benefit to Mr.
Schaeffer of split-dollar life insurance premiums paid by
the Company on a $2,500,000 life insurance policy owned by
the Schaeffer 1994 Irrevocable Trust. The figure was
established using the demand loan valuation method and
assuming a long-term interest rate of 7.5%. Such
split-dollar life insurance policy and the arrangement
between Mr. Schaeffer, the Schaeffer 1994 Irrevocable
Trust and the Company regarding such policy is discussed
under "Employment Contracts, Employment Termination and
Change-in-Control Arrangements" below.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April 1997, the Company entered into a line of credit
agreement for $1,500,000 with National Bank of the Redwoods. In
April 1998 the line of credit agreement was extended until April
1999. Mr. Schaeffer personally guaranteed each line of credit.
On March 31, 1998 no amounts were outstanding under the extended
line of credit.
Stephen Morris, a director of the Company, currently serves as
the publisher at, and owns 10% of the Common Stock of, Chelsea
Green Publishing Co. ("CGP") in Vermont, a company which has
co-published several books with the Company and is a distributor
of the Company's Real Goods Solar Living Sourcebook. All
transactions between the Company and CGP resulted in total gross
payments of $138,000 made by the Company to CGP from April 1,
1997 through March 31, 1998.
EMPLOYMENT CONTRACTS, EMPLOYMENT TERMINATION AND
CHANGE-IN-CONTROL ARRANGEMENTS
John Schaeffer has had an employment agreement with the Company
since June 1990. The agreement is renewable on an annual basis,
commencing February 28th of each year, and is terminable by Mr.
Schaeffer upon thirty (30) days' notice, or by the Company upon
sixty (60) days' notice. Mr. Schaeffer's base salary is subject
to annual increase by the Board as determined by the Board. Mr.
Schaeffer is also eligible to participate in the Company's
benefit plans, including option, profit sharing, insurance and
similar plans. If Mr. Schaeffer becomes disabled during the term
of his employment, his disability benefits will be paid through
the remaining term of the agreement. The agreement requires Mr.
Schaeffer's full-time service to the Company. Mr. Schaeffer
owns 1,865,812 shares of the Company's Common Stock. Mr.
Schaeffer and the Company have been advised that on the death of
Mr. Schaeffer the estate may be required to sell all or a
substantial portion of such shares to satisfy estate tax
obligations. The sale of such number of shares would likely
destabilize the market for the Company's stock. The Company
agreed to pay a portion of the premiums due on a life insurance
policy for Mr. Schaeffer (the "Policy"). The Policy is owned by
the Schaeffer 1994 Irrevocable Trust (the "Trust") established
for the benefit of Mr. Schaeffer's children. Pursuant to a
Split-Dollar Agreement dated May 15, 1995, among the Company, Mr.
Schaeffer and the Trustee of the Trust, the Company will be
reimbursed for the amount of the premiums it pays on the policy
at such time as the Split-Dollar Agreement is terminated, the
Trust surrenders or cancels the Policy, or when the Policy's
death benefit proceeds are paid. Such repayment has been secured
by the collateral assignment of the Policy by the Trust to the
Company.
Since January 1996, Mr. Morris has been a part-time consultant
to the Company on an hourly basis. In fiscal 1998, the Company
paid Mr. Morris $8,578 as a consultant. Mr. Morris may exercise
stock options to purchase 31,300 shares of Company Common Stock
at any time until 30 days after his term as a part-time
consultant has ended.
FUTURE TRANSACTIONS
Any future transactions (including loans) between the Company
and any officer, director, principal shareholder or affiliate of
the Company will be approved by a majority of the directors
disinterested in such transactions and by a majority of the
independent outside directors, each of whom shall have determined
that the transaction is fair to the Company and its stock and
that the terms of such transaction are no less favorable to the
Company than could be obtained from unaffiliated parties.
MATTERS SUBMITTED TO THE VOTE OF SHAREOWNERS
ELECTION OF DIRECTORS
The Company's By-Laws authorize a Board of four to seven
members, the specific number of which is currently fixed at six
but can be fixed within that range by the Board. Each director
holds office for a term which expires at the next annual meeting
when his or her successor is elected and qualified. Unless
otherwise instructed, the proxyholders will vote the proxies
received by them for the Company's nominees, Linda Francis, John
Lenser, Stephen Morris, Barry Reder, James Robello and John
Schaeffer. In the event that any of these individuals is unable
or declines to serve as a director at the time of the Meeting,
the proxies will be voted for any nominee who shall be designated
by the Chairman of the Board to fill the vacancy. It is not
expected that any nominee will be unable or will decline to serve
as a director. The six nominees receiving the highest number
of votes at the Meeting will be elected directors.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR ALL MANAGEMENT
NOMINEES FOR THE ELECTION OF DIRECTORS.
GENERAL VOTING INFORMATION
A shareowner may, with respect to the election of directors (i)
vote for the election of all director nominees named herein, or
(ii) withhold authority to vote for the director nominees or
(iii) vote for the election of one or more of such director
nominees and against the other director nominee or nominees by so
indicating on the proxy. Withholding authority to vote for a
director nominee will not prevent such director nominee from
being elected. Shares will be voted as instructed in the
accompanying proxy. If there are no instructions from the
shareowner on an executed proxy, the proxy will be voted as
recommended by the Board.
When a broker is not permitted to vote stock held in street
name on certain matters in the absence of instructions from the
beneficial owner of the stock and so indicates that it is not
voting certain stock on any or all matters on the proxy, the
shares which are not being voted with respect to a particular
matter (the "non-voted shares") will be considered shares not
present and entitled to vote on such matter, although such shares
may be considered present and entitled to vote for other purposes
and will count for purposes of determining the presence of a
quorum. Approval of each matter specified in the Meeting notice
requires the affirmative vote of a majority of the shares of
Common Stock present in person or by proxy at the meeting and
entitled to vote on such matter. Accordingly, non-voted shares
with respect to such matters will not affect the determination of
whether such matters are approved or the outcome of the election
of directors. In determining whether the requisite shareholder
approval has been received on the other matters, broker non-votes
will not be counted, while a vote to abstain will be counted and
therefore have the effect of a vote against the matter.
INDEPENDENT AUDITOR
The Company's independent auditor for the year ended March 31,
1998 was Deloitte and Touche, LLP. Representatives of Deloitte
& Touche, LLP are expected to be present at the meeting with the
opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions. The
Board generally selects independent auditors to audit the
financial statements of the Company at the end of each fiscal
year. As of the date hereof, the Board has not selected such
auditors for the fiscal year ending March 31, 1998 but shall make
a selection after reviewing the cost, availability and expertise
of such accountants.
DEADLINE FOR RECEIPT OF SHAREOWNER PROPOSALS
Proposals that shareowners of the Company would like to present
at next year's Annual Meeting must be received by the Company no
later than February 15, 1999 in order that they may be included
in the proxy statement and form of proxy related to that meeting.
OTHER MATTERS
The Company knows of no other matters to be submitted at the
Meeting. If any other matters properly come before the Meeting,
it is the intention of the persons named in the enclosed form of
Proxy to vote the shares they represent as the Board may
recommend.
FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB, as filed
with the Securities and Exchange Commission on or around June 25,
1998 is available without charge upon written request to Investor
Relations, Real Goods Trading Corporation, 555 Leslie Street,
Ukiah, California 95482. By signing and returning the enclosed
Proxy, shareowners will be assured of representation at the
Annual Meeting in connection with approval of the matters
discussed herein. Each shareowner should review, complete,
execute, date and return the enclosed Proxy to the Company in the
envelope provided as promptly as possible, and in any event
before August 8, 1998. The Board appreciates the cooperation of
the shareowners.
By Order of the Board of Directors
[S]DONNA MONTAG
Donna Montag
Secretary
Dated: June 17, 1998
<PAGE>
REAL GOODS TRADING CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1998 ANNUAL MEETING OF SHAREOWNERS
August 15, 1998
The undersigned hereby appoints John Schaeffer and Ronald
Zell, and each of them, proxies for the undersigned, with full
power of substitution, to vote (including the right to cumulate
votes) all shares of common stock of Real Goods Trading
Corporation, a California corporation (the "Company"), which the
undersigned would be entitled to vote at the Annual Meeting of
Shareowners of the Company which will be held at 13771 S. Highway
101, Hopland, California 95449 on Saturday, August 15, 1998
at 11:00 AM, local time, or at any adjournment thereof, upon the
matters set forth below and described in the accompanying Proxy
Statement, and upon such other business as properly comes before
the meeting or any adjournment thereof.
Election of Directors
For all nominees For all nominees Withhold authority
listed below except as crossed out to vote for nominees
Instruction: To withhold authority for any nominee, cross out
that
nominee's name below.
Linda Francis Stephen Morris James Robello
John Lenser Barry Reder John Schaeffer
COMMENTS/ADDRESS CHANGE
Please mark this box if you have written comments/address
change on the reverse side.
I PLAN TO ATTEND THE MEETING
(continued on reverse side)
</PAGE>
Please mark this proxy as indicated on the reverse side to vote
on
any item. If you wish to vote in accordance with all of the
Board
of Directors' recommendations, please sign below: no boxes need
be
checked. IF YOU SIGN THIS PROXY AND SO NOT INDICATE THAT YOU
WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF ANY DIRECTOR
NOMINEE, THIS PROXY SHALL BE DEEMED TO BE A VOTE FOR ALL SUCH
NOMINEES
Receipt is hereby acknowledged of the Real Goods Trading
Corporation Notice of Meeting and Proxy Statement.
COMMENTS/ADDRESS CHANGE: Please date and sign exactly
as your name(s) appear on
your shares. If signing for
estates, trusts, or
corporations, title or office
should be stated. If shares
are held jointly, each holder
should sign.
Please mark Comment/Address Box
on Reverse Side
_______________________________
_______________________________
Signature of Shareowner(s)
Dated:_______________, 1998
Printed on recycled paper
