Corrected Voting Card
Tripos, Inc.
April 17,1997
Dear Shareholder:
Due to a typographical error in the printing of the
original proxy card included with the Proxy Statement and
Notice of Annual Meeting of Shareholders, Tripos, Inc.
requests that you discard the white proxy card and
instead use this blue card to cast your vote on the
proposals described in the Proxy Statement and Notice
of Annual Meeting of Shareholders of Tripos, Inc.
Proposal 2 on the original white card reflected an
incorrect amount of shares. Proposal 2 should have read as
follows: "2. PROPOSAL TO AMEND THE 1994 STOCK OPTION PLAN
TO INCREASE THE NUMBER OF SHARES RESERVED THEREUNDER
FROM 704,000 TO 1,100,000". The attached card reflects the
corrected amount and should be used to cast your vote.
If you have already returned the white proxy card,
please complete the blue proxy form attached below and
return it in the envelope provided. The white proxy card
will be disregarded and the shares represented thereby
will not be voted.
The 1997 Annual Meeting of Shareholders of Tripos, Inc. will
be held at the World Trade Center St. Louis, 121 S.
Meramec, 10th Floor, Clayton, Missouri, 63105, on Friday,
May 9, 1997 at 1:00 p.m. local time. At the meeting,
shareholders will elect directors, act
on a proposal to amend the 1994 Stock Option Plan, and
transact such other business as may properly come
before the meeting and any adjournments thereof.
It is important that your shares are
represented at the meeting. Whether or not you plan
on attending the meeting, please review the enclosed
proxy materials, complete the proxy form attached
below and promptly return the form in the
envelope provided.
PLEASE DETACH AND MARK THE PROXY, SIGN IT ON
THE REVERSE SIDE, AND RETURN IT IN THE ENVELOPE PROVIDED
BEFORE THE MEETING
(Detach Proxy Form Here)
- --------------------------------------------------------
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF TRIPOS,INC.
The undersigned hereby appoints Colleen A. Martin
and John D. Yingling as proxies, each with full
power to appoint her/his substitute, and hereby
authorizes them to vote as designated below, all the
shares of Common Stock of Tripos, Inc. held of record by
the undersigned on April 4, 1997 at the annual meeting
of shareholders to be held on May 9, 1997, at 1:00
p.m., local time, at the World Trade Center St.
Louis, 121 S. Meramec, 10th Floor, Clayton,
Missouri, 63105, or at any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR O all nominees listed below WITHHOLD AUTHORITY O
(except as marked to the contrary below) to vote for all nominees listed below
(INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through the
nominee's name in the list below)
Ralph Lobdell, Stewart Carrell, John McAlister,
Gary Meredith, Ferid Murad, Alfred Alberts
2. PROPOSAL TO AMEND THE 1994 STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES RESERVED THEREUNDER FROM
704,000 TO 1,100,000
FOR O AGAINST O ABSTAIN O
3. In their discretion, the proxies are authorized to
vote on such other business as may properly come before
this meeting.
(Detach Proxy Form Here)
- ------------------------------------------------------------
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned shareholder. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2 .
Dated:____________________, 1997
____________________
Signature *
____________________
Signature, if held jointly *
*Please sign exactly
as name appears on
this form. When
signing as attorney,
executor, administrator,
trustee, or guardian, please
give full title as
such. If a corporation, please
sign in full corporate name by
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PRIOR TO THE MEETING.