Capitol Multimedia, Inc.

Production Capabilities CMI Titles CMI Corporate Register

SHAREHOLDER INFORMATION

Corporate Offices

Capitol Multimedia, Inc.

200 Baker Avenue, Suite 300

Concord, MA 01742

Phone: (508) 287-5888

Fax: (508) 287-4222

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Corporate Counsel

Baker & McKenzie

Washington, DC 20006

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Independent Accountants:

Ernst & Young LLP

Vienna, Virginia 22182

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Registrar and Transfer Agent

American Stock Transfer and Trust Company

40 Wall Street

New York, NY 10005

Phone: (800) 937-5449

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1996 Annual Meeting of Shareholders

Thursday, August 22, 1996 at 10:00 a.m.

Marriott Residence Inn

7335 Wisconsin Avenue

Bethesda, Maryland 20814

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Form 10-KSB

Copies of the Company's 1996 Form 10-KSB as filed with the Securities and Exchange Commission are available without charge by calling or writing investor relations at the Company's corporate offices.

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Common Stock

The Company's common stock and Series A warrants are traded on the NASDAQ Small-Cap Market System under the symbols CDIM and CDIMW, respectively. The following table sets forth, for the periods indicated, the high and low sales prices for the Company's common stock as reported by NASDAQ:

High
Low
Fiscal Year Ended March 31, 1996
First Quarter $4.25 $ 2.50
Second Quarter 4.75 2.75
Third Quarter 6.00 3.69
Fourth Quarter 4.75 3.13
Fiscal Year Ended March 31, 1995
First Quarter $ 9.38 $ 5.75
Second Quarter 9.00 6.38
Third Quarter 7.13 3.75
Fourth Quarter 6.00 3.50

The above over-the-counter market quotations reflect inter-dealer prices, without retail mark-ups, mark-downs, or commissions and may not represent actual transactions.

The Company has not paid cash dividends on its common stock since its inception and does not intend to pay any cash dividends in the foreseeable future. As of May 31, 1996, the Company had approximately 115 shareholders of record, excluding shareholders whose stock is held in nominee or street name by brokers.

This Annual Report contains forward-looking statements. There are certain important factors that could cause results to differ materially from those anticipated by the statements made above. Among them, but not limited to these, are the anticipated growth of certain market segments; the positioning and release dates of Company products; quarterly fluctuations and seasonality; political, social and economic stability in Russia, the competitive environment in the software industry; dependence on certain distribution channels; dependence upon evolving technologies and hardware and dependence on key personnel, all of which are difficult to predict and many of which are beyond the control of the Company. Additional information on these and other factors which could affect the company's financial condition and/or results of operations are included in the Company's March 31, 1996 Form 10-KSB and Registration Statements on Form S-3 (Registration Nos. 33-45725 and 333-2476) filed with the Securities and Exchange Commission.

Baba Yaga and The Magic Geese, Imo and The King, The Little Samurai, Darby The Dragon, Gregory and The Hot Air Balloon, Grandpa Mouse Tales, Grandpa Mouse Presents, and Kidventures are trademarks and/or registered trademarks of Capitol Multimedia, Inc. Magic Tales is a trademark and/or registered trademark of Davidson & Associates, Inc. StoryQuests is a trademark and/or registered trademark of Broderbund Software, Inc. All other products or characters are trademarks or registered trademarks of their respective owners.

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