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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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o   Soliciting Material Pursuant to §240.14a-12

GENETRONICS BIOMEDICAL CORPORATION
(Name of Registrant as Specified In Its Charter)

 
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GENETRONICS BIOMEDICAL CORPORATION
11199 Sorrento Valley Road
San Diego, California 92121-1334

To the Stockholders of Genetronics Biomedical Corporation:

        Notice is hereby given that Genetronics Biomedical Corporation, a Delaware corporation, will be holding their Annual Meeting of Stockholders on May 22, 2003, at 9:00 a.m., local time, at their headquarters located at 11199 Sorrento Valley Road, San Diego, California 92121.

        You are cordially invited to attend.

        The Notice of Annual Meeting of Stockholders and a Proxy Statement, which describe the formal business to be conducted at the meeting, follow this letter.

        After reading the Proxy Statement, please promptly mark, sign, and return the enclosed proxy in the prepaid envelope (for mailing in the United States only) to assure that your shares will be represented. Your shares cannot be voted unless you date, sign, and return the enclosed proxy or attend the annual meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before our Stockholders are important.

        A copy of Genetronics' 2002 Annual Report is also enclosed.

        The Board of Directors and management look forward to seeing you at the Annual Meeting.

    Very truly yours,

 
 
 

 
 
/s/  AVTAR DHILLON      
Avtar Dhillon, M.D.
 President and Chief Executive Officer

GENETRONICS BIOMEDICAL CORPORATION
11199 Sorrento Valley Road, San Diego, California 92121

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 2003

To the Stockholders of Genetronics Biomedical Corporation:

        You are invited to attend the Annual Meeting of the Stockholders of Genetronics Biomedical Corporation, which will be held on May 22, 2003, at 9:00 a.m., local time, at our headquarters located at 11199 Sorrento Valley Road, San Diego, California 92121, for the following purposes:

        The Board of Directors recommends a vote for each of the nominees and for each proposal.

        Stockholders of record at the close of business on April 21, 2003, are entitled to notice of, and to vote at, this meeting and any adjournments thereof. For ten days prior to the meeting, a complete list of the Stockholders of record on April 21, 2003, will be available at Genetronics, during ordinary business hours, for examination by any Stockholder for any purpose relating to the meeting.

    By order of the Board of Directors,

 
 
 

 
 
/s/  AVTAR DHILLON      
Avtar Dhillon, M.D.
President and Chief Executive Officer

Dated: April 21, 2003

        IMPORTANT: Please fill in, date, sign and promptly mail the enclosed proxy card in the accompanying postpaid envelope to assure that your shares are represented at the meeting. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.

GENETRONICS BIOMEDICAL CORPORATION
11199 Sorrento Valley Road
San Diego, California 92121

Proxy Statement for Annual Meeting of Stockholders

        The accompanying proxy is solicited by the Board of Directors of Genetronics Biomedical Corporation, a Delaware corporation, for use at the Annual Meeting of Stockholders to be held May 22, 2003, or any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting. The date of this Proxy Statement is April 21, 2003, the approximate date on which this Proxy Statement and the accompanying form of proxy were first sent or given to stockholders. Unless the context requires otherwise, references to "we," "us," "our," and "Genetronics" refer to Genetronics Biomedical Corporation.


GENERAL INFORMATION

        Annual Report.    An annual report for the year ended December 31, 2002, is enclosed with this Proxy Statement.

        Voting Securities.    Only stockholders of record as of the close of business on April 21, 2003, will be entitled to vote at the meeting and any adjournment thereof. As of the date of this statement, there are 50,423,552 shares of common stock, $0.001 par value, of Genetronics, issued and outstanding. Stockholders may vote in person or by proxy. Each holder of shares of common stock is entitled to one vote for each share of stock held on the proposals presented in this Proxy Statement. Genetronics' bylaws provide that a majority of all of the shares of the stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the meeting.

        Solicitation of Proxies.    The cost of soliciting proxies will be borne by Genetronics. In addition, Genetronics will solicit stockholders by mail through its regular employees, and will request banks and brokers, and other custodians, nominees and fiduciaries, to solicit their customers who have stock of Genetronics registered in the names of such persons and will reimburse them for their reasonable, out-of-pocket costs. Genetronics may use the services of its officers, directors, and others to solicit proxies, personally or by telephone, without additional compensation.

        Voting of Proxies.    All valid proxies received prior to the meeting will be voted. All shares represented by a proxy will be voted, and where a Stockholder specifies a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted in favor of the election of the nominees for director contained in this Proxy Statement, in favor of the other proposals specified in the Notice of the meeting, and in the discretion of the proxy holders on any other matter that comes before the meeting. A Stockholder giving a proxy has the power to revoke his or her proxy, at any time prior to the time it is voted, by delivery to the Secretary of Genetronics of either a written instrument revoking the proxy or a duly executed proxy with a later date, or by attending the meeting and voting in person.

        Stock Ownership of Certain Beneficial Owners and Management.    The table herein sets forth certain information, as of March 31, 2003, with respect to the beneficial ownership of Genetronics' common stock by (i) all persons known by Genetronics to be the beneficial owners of more than 5% of the outstanding common stock of Genetronics, (ii) each nominee as a director of Genetronics, (iii) each executive officer of Genetronics named in the Summary Compensation Table, and (iv) each associate of any of the foregoing persons.

        Accountants.    Representatives of Ernst & Young LLP, Genetronics' principal accountant during the preceding fiscal year, will be present at the Annual Meeting, will have the opportunity to make a statement, and will be available to respond to questions.


DIRECTORS AND EXECUTIVE OFFICERS

        Our executive officers and directors, the positions held by them and their ages as of December 31, 2002 are as follows:

Name
   Age
   Title
Avtar Dhillon, M.D.   41   Director; President and CEO
James L. Heppell(1)(2)   47   Director; Chairman of the Board
Tazdin Esmail(1)(2)(3)   54   Director
Gordon J. Politeski(1)(2)(3)   59   Director
Felix Theeuwes, Ph.D.(1)(2)(3)   66   Director
Robert Goodenow, Ph.D.   52   Vice President, Corporate Development
Peter D. Kies   39   Chief Financial Officer
Dietmar Rabussay, Ph.D.   61   Vice President, Research and Development
Brook Riggins   37   Vice President, Finance and Corporate Communications
(1)
Member of the Compensation Committee

(2)
Member of Nomination and Corporate Governance Committee

(3)
Member of the Audit Committee

        AVTAR DHILLON, M.D. joined Genetronics as the President and Chief Executive Officer, and as a director, in October 2001. Prior to joining Genetronics, Dr. Dhillon was engaged by MDS Capital Corp. as a consultant in July 1998, and subsequently became investment manager in August 1999 and Vice President in 2000. MDS Capital Corp., is one of North America's leading healthcare venture capital organizations. In July 1989, Dr. Dhillon started a medical clinic and subsequently practiced family medicine for over 12 years. From March 1997 to July 1998, Dr. Dhillon acted as consultant to Cardiome Pharma Corp., a biotechnology company listed on the Toronto Stock Exchange (the "TSE"). Dr. Dhillon has also acted as consultant to IGT Pharmaceuticals from May 1997 to November 1997, consultant to Inflazyme Pharmaceuticals Inc. from March 1996 to March 1997, and as a biotechnology investment analyst to various institutions from November 1996 to July 1998. Dr. Dhillon has a Bachelor of Science, honors degree in physiology and M.D. degree from the University of British Columbia.

        JAMES L. HEPPELL, L.L.B. has been a director of Genetronics since September 1994, Interim Chairman of the Board from September 1999 to March 2001, and Chairman of the Board since March 2001. Mr. Heppell is a founding Partner, President and Chief Executive Officer of Catalyst Corporate Finance Lawyers of Vancouver, British Columbia. Catalyst is the leading corporate finance law firm in Western Canada focused on representing technology companies. Since his call to the Bar in 1986, Mr. Heppell has worked closely with a number of biotechnology companies. In representing these companies, he has developed particular expertise in building early-stage technology companies and in completing cross-border financings and listings. In the last few years, Mr. Heppell has been a founder of, or an early investor in, a number of successful biotechnology startups. He has also become directly involved in raising money for these companies. Mr. Heppell is a director or officer of several biotechnology companies, including: Cardiome Pharma Corp. (TSX: COM) and Forbes Medi-Tech Inc. (TSE:FMI; NASDAQ:FMTI). He is also CEO, President, and Chair of the Investment Committee, of Qwest Emerging Biotech (VCC) Fund Ltd., a venture fund focused on financing early stage biotechnology opportunities. Mr. Heppell comes to his interest in biotechnology honestly as, in addition to his LL.B., he has a Bachelor of Science degree in Microbiology from the University of British Columbia.

        After being called to the Bar, Mr. Heppell was seconded to the British Columbia Securities Commission to work as a Filings Analyst for six months. He is now a member of the Securities Policy Advisory Committee to the Commission and is a Past-Chairman of the Securities Section of the

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Canadian Bar Association (British Columbia Branch). Mr. Heppell is a member of the Corporate Finance Committee of BC Biotech, the Body Zone Committee of Science World and the SFU Biotechnology Advisory Board. He is also the Volunteer Chairman of DadWalk Vancouver, an organization committed to recognizing the importance of fathers in the battle to end violence against women.

        Over the years, Mr. Heppell has written a number of articles and coordinated and taught numerous courses on corporate finance issues, such as raising money from angels, understanding venture capital term sheets, building boards, launching young technology companies, practicing blue chip corporate governance, carrying out cross-border financings and listing on Nasdaq. He writes a regular column for Business in Vancouver on the business of biotechnology and is the Co-editor of the Annotated British Columbia Securities Act and Regulations.

        TAZDIN ESMAIL has been a director of Genetronics since August 2000. Mr. Esmail brings to Genetronics over 20 years of experience in the biomedical and pharmaceutical fields. Formerly President and CEO, he is currently the Chairman of the Board of Directors of Forbes Medi-Tech Inc., a company listed on the TSX. He first joined Forbes in March 1992 as President and Chief Operating Officer and in 1997 became the President & CEO of the company. Prior to joining Forbes, Mr. Esmail was Vice President, Medical Operations of QLT PhotoTherapeutics Inc., a Vancouver-based biotechnology company. Prior to QLT, he was with Cyanamid Canada Inc., a subsidiary of American Cyanamid Company, in its Lederle multinational pharmaceutical division where he held several progressive senior management positions in areas such as strategic planning, sales and marketing, new product development, marketing research and management training.

        GORDON J. POLITESKI has been a director of Genetronics since May 1997. Mr. Politeski is currently Chairman and Chief Executive Officer of Novation Pharmaceuticals, a biotech company focused on RNA stability using orally active drugs. Mr. Politeski was founding President and Chief Executive Officer of Biomira, Inc., a cancer diagnostics and therapy company, and one of Canada's first publicly traded biotech companies. He served as President and General Manager for Allergan Pharmaceuticals a world leader in ophthalmology and now in "Botox". Mr. Politeski was formerly a director of BCY LifeSciences Inc.; a director of Brisbane Capital Corp and a former director of Daybreak Resources Corporation. Mr. Politeski is a graduate of the University of Saskatchewan and the Amos Tuck Executive Program at Dartmouth University.

        FELIX THEEUWES, Ph.D. has been a director of Genetronics since August 1999. From 1970 to June 1999 Dr. Theeuwes held various positions within Alza Corporation, directing research, technology development and product development for a variety of controlled drug delivery systems. Dr. Theeuwes co-founded DURECT Corporation where he is presently the Chairman and Chief Scientific Officer. DURECT Corporation spun out from Alza Corporation focusing on the development of pharmaceutical systems starting with applications of the DUROS™ system technology. Dr. Theeuwes' work at Alza led to the product introduction of the Alzet® mini osmotic pump series for animal research, and the OROS® systems series of products. He directed research in transdermal research and development, initiated the electrotransport/ionphoresis program, and initiated the DUROS™ osmotic implant program. Dr. Theeuwes holds more than 210 United States patents covering these systems and has published more than 80 articles and chapters of books. Dr. Theeuwes is a member of the board of directors of Vinifera Inc. and DURECT Corporation and a member of the scientific advisory board at Antigenics. In 1993, Dr. Theeuwes completed the Stanford Executive Program at Palo Alto, California.

        ROBERT GOODENOW, Ph.D. has been affiliated with Genetronics since January 2002 and became a full time employee in October 2002. Dr. Goodenow has over 12 years of senior management experience in the pharmaceutical industry. He was Director of Worldwide Oncology Business Development for Aventis. As Director of Corporate Marketing, Oncology with Rhone-Poulenc Rorer, he was responsible for franchise development, new products, and joint ventures including the global

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launch of oncology products. Dr. Goodenow was also Head of Gene Therapy Research & Development with Baxter Biotech, and was previously on the faculty at University of California, Berkeley, in genetics and immunology.

        PETER KIES has been employed by Genetronics since June 2002. Over the previous 14 years, Mr. Kies acquired broad expertise in the functional and strategic management of biotechnology and high technology companies across the full spectrum of corporate growth, from IPO to profitability. He was most recently Chief Financial Officer at Newgen Results Corporation, and previously held positions at Cytel Corporation and Ernst & Young, LLP. Mr. Kies holds a B.S. in Business Administration from United States International University in San Diego, California.

        DIETMAR RABUSSAY, Ph.D., joined Genetronics in November 1997 as Vice President for Research and Development. In addition to his R&D responsibilities, he was instrumental in developing and implementing the Gene Therapy Program and successfully negotiated several agreements with corporate partners in the Gene Therapy area. Previously, Dr. Rabussay served as Vice President, Research and Development, of Bethesda Research Laboratories, Inc. and Life Technologies, Inc. He contributed to the rapid growth of both companies from their inception to over $150 million in sales at his departure. Sales growth was primarily fueled by new product introductions. Dr. Rabussay also had general management responsibilities for the Molecular Biology Division of Bethesda Research Laboratories and successfully started new businesses within Life Technologies, Inc. Dr. Rabussay completed his doctoral work at the Max Planck Institute for Biochemistry in Munich, Germany, and held research and faculty positions at the University of California, San Diego, as well as at Florida State University, and at the University of Maryland. He also served a four year term as advisor to the National Institutes of Health

        BROOK RIGGINS, CFA, joined Genetronics in March 2002. Mr. Riggins has over 10 years public market experience. Prior to Genetronics, he was Vice President of Research, Special Situations, for Canaccord Capital Europe, where he was based in London, England, for three years. In total, Mr. Riggins worked for Canaccord Capital for six years as a research analyst. He worked for three years with a venture capital firm, Canfund Ventures, in Vancouver, Canada. Mr. Riggins received his Chartered Financial Analyst (CFA) designation in 1999. He received his MBA from the Schulich Business School at York University in 1992.

        No family relationships exist between any of the directors or executive officers of Genetronics.

Compensation of Directors

        Non-employee directors of Genetronics are paid a fee of $1,000 for each board or committee meeting a director attends in person; a director participating telephonically is paid $500 for each such meeting. In addition, each of the non-employee directors may receive an annual grant of an option to purchase shares of Genetronics' common stock. On September 7, 2001, our non-employee directors agreed to temporarily waive any cash compensation for attendance at board or committee meetings. In return, we granted a stock option to purchase 50,000 shares of common stock to each of our directors except for Dr. Avtar Dhillon. Directors of Genetronics do not otherwise receive separate compensation for their participation in board or committee meetings. We pay all reasonable expenses associated with directors' attendance at, and participation in, board and committee meetings, and other company business to which a director attends.

        On November 8, 2002, the directors agreed to accept payment for meetings and conference calls which took place on or after March 15, 2002. Payment of 50% of the monies owed was paid in November 2002. The remainder was paid in 2003 after the closing of the divestiture of Genetronics' BTX division. Remuneration to non-employee directors for services provided in 2003 will be paid on an ongoing basis.

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Committees of The Board of Directors and Attendance at Board Meeting

        The Board of Directors met 11 times, the Audit Committee met four times, the Compensation Committee met eight times and the Nomination and Corporate Governance Committee met two times during the fiscal year ended December 31, 2002. Each director attended at least 75% of the aggregate number of meetings held by (i) the Board of Directors and (ii) those committees of the Board of Directors during the periods in which such director served.

Audit Committee

        The Audit Committee meets with our independent auditors quarterly to review the results of the annual audit and discuss the financial statements, recommends to the Board the independent auditors to be retained and receives and considers the auditors' comments (out of the presence of management) as to adequacy of staff and management performance and procedures in connection with the audit.

        The members of the Audit Committee are Tazdin Esmail (Chair), Gordon J. Politeski, and Felix Theeuwes.

        The Board of Directors adopted a charter for the Audit Committee on June 8, 2001.

Compensation Committee

        The Compensation Committee makes recommendations to the Board of Directors, based upon management's suggestions, regarding the salaries and incentive compensation for officers and key employees and performs such other functions regarding compensation as the Board may delegate.

        The members of the Compensation Committee are James L. Heppell (Chair), Tazdin Esmail, Felix Theeuwes, and Gordon J. Politeski.

Nomination and Corporate Governance Committee

        The Nomination and Corporate Governance Committee identifies and recommends candidates for election to the Board of Directors. It advises the Board of Directors on all matters relating to directorship practices, including the criteria for selecting directors, policies relating to tenure and retirement of directors and compensation and benefit programs for non-employee directors. The Nomination and Corporate Governance Committee also makes recommendations relating to the duties and membership of committees of the Board of Directors, recommends processes to evaluate the performance and contributions of individual directors and the Board of Directors as a whole, approves procedures designed to provide that adequate orientation and training are provided to new members of the Board of Directors, consults with the Chief Executive Officer in the process of recruiting new directors and assists in locating senior management personnel and selecting members for the scientific advisory board. The Nomination and Corporate Governance Committee has developed a policy to govern the Genetronics' approach to corporate governance issues and provides a forum for concerns of individual directors about matters not easily or readily discussed in a full board meeting, e.g., the performance of management. Individual directors are entitled to engage outside advisors at the expense of Genetronics, with the prior approval of the Nomination and Corporate Governance Committee, and with the full knowledge of management.

        The members of the Nomination and Corporate Governance Committee are Gordon J. Politeski (Chair), James L. Heppell, Felix Theeuwes, and Tazdin Esmail.

        The Nomination and Corporate Governance Committee will consider nominees recommended by Stockholders. Any Stockholder who wishes to recommend for the Nomination and Corporate Governance Committee's consideration a prospective nominee to serve on the Board of Directors may

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do so by giving the candidate's name and qualifications in writing to the Genetronics' Secretary at the following address: 11199 Sorrento Valley Road, San Diego, CA 92121-1334.

Corporate Governance

Stewardship of Genetronics

        The Board of Directors has implicitly and explicitly acknowledged its responsibility for the stewardship of Genetronics in the following ways:

Strategic Planning and Identification of Risks

        Management prepares an annual business plan for Genetronics and presents the plan to the Board of Directors for its review and comments. In connection therewith, the Board of Directors discusses various strategic matters with management and identifies business risks associated with our activities.

Senior Management

        The Board of Directors takes responsibility for appointing those members of senior management who become our officers. Currently, the senior officers of Genetronics are: Dr. Avtar Dhillon, President and Chief Executive Officer; Peter Kies, Chief Financial Officer; Dr. Dietmar Rabussay, Vice President, Research and Development; Dr. Robert Goodenow, Vice President Corporate Development; and Brook Riggins, Vice President, Finance and Corporate Communications.

Communications Policy

        The Board of Directors has procedures in place to ensure effective communication between Genetronics, its shareholders, prospective investors, and the public, including the dissemination of information on a regular and timely basis. Dr. Avtar Dhillon, James L. Heppell, Brook Riggins, and Peter Kies each devote a portion of their time to dealing with shareholders and prospective investors.

Internal Control and Management Information Systems

        The Board of Directors is responsible for our internal control and management information systems. The Audit Committee of the Board of Directors meets with our auditors annually to review the audited financial statements and to review our financial reporting procedures.

Independence from Management

        To ensure that the Board of Directors functions independently of management, we have separated the office of Chairman of the Board of Directors from that of Chief Executive Officer.

Compensation Committee Interlocks and Insider Participation

        The Compensation Committee is responsible for determining the compensation of the executive officers of Genetronics. The members of the Compensation Committee for the fiscal year ended December 31, 2002 were James L. Heppell (Chair), Gordon J. Politeski, Felix Theeuwes, and Tazdin Esmail. No member of the Compensation Committee is a former or current officer or employee of Genetronics, other than James L. Heppell, our Chairman of the Board. No executive officers of Genetronics serve or have ever served on the board of directors or compensation committees of any other entity that has officers who serve or have served on Genetronics' Board of Directors or Compensation Committee.

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SUMMARY OF EXECUTIVE COMPENSATION

        The following table sets forth the compensation of our Chief Executive Officer and each of our other executive officers whose total annual compensation exceeded $100,000 during the fiscal years ended March 31, 2001, December 31, 2001 and December 31, 2002 (the "Named Executive Officers").

Summary Compensation Table

 
    
   Annual Compensation
   Long Term
Compensation
Awards
    
Name and Principal Position
   Year
Ended(1)
   Salary
   Bonus
   Other
Annual
Compensation
   Securities
Underlying
Options
   All Other
Compensation
Avtar Dhillon, M.D.(3)
 President and CEO		   12/31/02
12/31/01
(2)		 $
$		 203,398
36,922		   $
 55,000
—		   $
$		 13,609
2,109		   650,000
400,000		     —
—

Robert Goodenow, Ph.D(4)
 Vice President, Corporate Development
 
12/31/02
 
$
17,288
 
 
—
 
 
—
 
230,000
 
 
—

Peter D. Kies(5)
 Chief Financial Officer
 
12/31/02
 
$
57,212
 
 
—
 
 
—
 
180,000
 
 
—

Dietmar Rabussay, Ph.D(6)
 Vice President, Research & Development
 
12/31/02
 
$
157,500
 
 
—
 
$
4,302
 
60,000
 
 
—

Brook Riggins(7)
 Vice President, Finance and Corporate Communications
 
12/31/02
 
$
89,729
 
 
—
 
 
—
 
260,000
 
 
—

William K. Dix(8)
 Former Vice President of Legal Affairs and Secretary
 
12/31/02
12/31/01
03/31/01

(2)
$
$
$
132,293
138,846
29,231
 


$
—
—
45,000
 
$
$
3,969
2,850
—
 
30,000
55,000
100,000
 
$
47,500
—
—
(1)
On June 15, 2001, concurrent with the change in our jurisdiction of incorporation, we changed our fiscal year-end from March 31 to December 31, with the first of such new fiscal year ended December 31, 2001.

(2)
Nine month fiscal year, due to the change of our fiscal year-end from March 31 to December 31, with the first of such new fiscal year ended December 31, 2001.

(3)
Avtar Dhillon began employment on October 10, 2001.

(4)
Robert Goodenow began employment on October 1, 2002.

(5)
Peter D. Kies began employment on June 28, 2002.

(6)
Dietmar Rabussay has been employed by Genetronics since November 24, 1997. During the year ended December 31, 2002, he was name an executive officer.

(7)
Brook Riggins began employment on March 18, 2002.

(8)
William K. Dix ceased serving as our Vice President of Legal Affairs and Secretary on July 31, 2002.

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Employment Contracts and Termination of Employment and Change-In-Control Arrangements

        Genetronics has entered into employment agreements with the following named executive officers.

        Under the employment agreement with Dr. Avtar Dhillon dated October 10, 2001, Dr. Dhillon acts as our current President and Chief Executive Officer. Dr. Dhillon's employment agreement provided for an annual salary of $200,000. The Board reviews this salary annually. Dr. Dhillon was also granted 400,000 stock options vesting over three years with 100,000 shares vesting immediately, 37,500 shares vesting quarterly during the first year of the employment agreement, 25,000 shares vesting quarterly during the second year and 12,500 shares vesting quarterly during the third year. Dr. Dhillon will also receive an annual bonus, and additional stock option awards if certain milestone objectives agreed between the Board and Dr. Dhillon are met, as determined by the Board. Dr. Dhillon received living expenses of $2,000 per month for the six months following the date of his employment agreement and relocation expenses. He receives four weeks of paid vacation each year. In January 2003, Dr. Dhillon's annual salary was increased from $200,000 to $220,000.

        Under the employment agreement with Brook Riggins dated March 1, 2002, Mr. Riggins acts as our Vice President, Finance and Corporate Communications. Mr. Riggins' employment agreement provides for an annual salary of $108,000 with an discretionary annual bonus determined by the Board of Directors. The Board reviews this salary annually. Mr. Riggins received living expenses of up to $4,000 per month for the six weeks following the date of his agreement. Relocation expenses were reimbursed for expenses related to the employee relocation from London to San Diego, California. Mr. Riggins was also granted 200,000 stock options vesting over three years. He receives four weeks of paid vacation each year. In March 2003, Mr. Riggins was given a 5% increase in salary.

        Under the employment agreement with Robert Goodenow, Ph.D., dated October 1, 2002, Dr. Goodenow acts as our Vice President, Corporate Development. Dr. Goodenow's employment agreement provides for an annual salary of $145,000 with a discretionary annual bonus determined by the Board of Directors. The Board reviews this salary annually. Dr. Goodenow was also granted 150,000 stock options vesting over three years. He receives two weeks of paid vacation each year. In March 2003, Dr. Goodenow was given a 5% increase in salary.

        On July 31, 2002, we entered into a confidential separation agreement with William K. Dix. Mr. Dix was appointed our Vice President of Legal Affairs from January 10, 2001 to July 31, 2002. Of the 185,000 options granted to Mr. Dix, all vested and were exercisable until October 31, 2002.

        In January 1995, we entered into an employment agreement with Martin Nash, our then Senior Vice President. Mr. Nash was appointed President and Chief Executive Officer on September 7, 1999 and on July 10, 2001, Mr. Nash's resigned from the board of Genetronics. On July 17, 2001, we entered into a confidential separation agreement with Mr. Nash. The separation agreement provided Mr. Nash with a severance payment equivalent of 12 months base salary, less all appropriate federal and state income and employment taxes paid out over 12 months. Any vested stock options granted to Mr. Nash were exercisable until January 31, 2002. On January 28, 2002 Mr. Nash exercised all vested stock options. As part of the separation agreement we cancelled 200,000 stock options granted to Mr. Nash on December 19, 2001. We also provided a leased vehicle to Mr. Nash who agreed to deduct the lease payments from his severance package.

        Our executive officers participate, while they are employees, in all employee benefits maintained by Genetronics, including any group disability plan, insurance plan, medical and dental plans, and are entitled to reimbursement of all reasonable out-of-pocket Genetronics-related expenses.

8

Options Granted in the Fiscal Year Ended December 31, 2002

        The following table sets out stock options granted to the Named Executive Officers during the fiscal year ended December 31, 2002. The total number of options granted to our employees (not including shares underlying options granted to non-employee directors and consultants) during the fiscal year ended December 31, 2002 was 3,153,700. The exercise price per share of options granted represents the fair market value of the underlying shares of our common stock on the date the options were granted. The stock options expire ten years from the date of grant or earlier upon termination of employment. In accordance with the rules of the Securities and Exchange Commission, the table sets forth the hypothetical gains or "option spreads" that would exist for the options at the end of their respective ten-year terms. These gains are based on assumed rates of compounded share price appreciation of 5% and 10% from the dates the options were granted to the end of the respective option terms. These gains do not represent our estimate or projection of the future price of our common stock. Actual gains, if any, on option exercises depend upon the future performance of our common stock.

 
   Options Granted in the Fiscal Year Ended December 31, 2002
 
    
    
    
    
   Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Appreciation
for Option Term
 
   Individual Grants
 
   Securities
Under
Options
Granted
   Percent of
Total Options
Granted to
Employees
    
    
Name
   Exercise or
Base Price
(Per Share)
   Expiration
Date
  5%
   10%
Avtar Dhillon, M.D.   100,000
500,000
50,000		 (1)
(2)
(1)		 3.17
15.85
1.59		 %
%
%		 $
$
$		 0.41
0.49
0.25		   4/28/12
6/27/12
10/24/12		   $
$
$		 25,785
154,079
7,861		   $
$
$		 65,343
390,467
19,922

Robert Goodenow, Ph.D.
 
30,000
150,000
30,000
(1)
(1)
(1)
0.95
4.76
0.95
%
%
%
$
$
$
0.41
0.27
0.25
 
4/28/12
9/30/12
10/24/12
 
$
$
$
7,735
25,470
4,717
 
$
$
$
19,603
64,547
11,953

Peter D. Kies
 
150,000
30,000
(1)
(1)
4.76
0.95
%
%
$
$
0.49
0.25
 
6/27/12
10/24/12
 
$
$
46,224
4,717
 
$
$
117,140
11,953

Dietmar Rabussay, Ph.D.
 
30,000
30,000
(1)
(1)
0.95
0.95
%
%
$
$
0.41
0.25
 
4/28/12
10/24/12
 
$
$
7,735
4,717
 
$
$
19,603
11,953

Brook Riggins
 
200,000
30,000
30,000
(3)
(1)
(1)
6.34
0.95
0.95
%
%
%
$
$
$
0.55
0.41
0.25
 
3/17/12
4/28/12
10/24/12
 
$
$
$
69,178
7,735
4,717
 
$
$
$
175,312
19,603
11,953

William K. Dix(4)
 
30,000
(1)
0.95
%
$
0.41
 
4/28/02
 
$
7,735
 
$
19,603
(1)
Options vest and become exercisable at the rate of 25% on the date of grant and 25% per year on each anniversary of the date of grant.

(2)
Options vest and become exercisable at the rate of 33.33% on the first anniversary of the date of grant and 33.33% per year on each anniversary thereafter.

(3)
Options vest and become exercisable at the rate of 25% on the day after the date of grant, 9.375% on each of June 18, September 18, and December 18, 2002 and March 18, 2003, 6.25% on each of June 18, September 18, and December 18, 2003 and March 18, 2004, and 3.125% on each of June 18, September 18, and December 18, 2004 and March 18, 2005.

(4)
William K. Dix ceased serving as an employee of Genetronics on July 31, 2002.

9

Aggregated Option Exercises in the Fiscal Year Ended December 31, 2002 and 2002 Fiscal Year-End Option Values

        The following table sets forth the outstanding stock options of the Named Executive Officers as of December 31, 2002. None of the Named Executive Officers exercised stock options in the fiscal year ended December 31, 2002. The value of the unexercised "in-the-money" options is based on the closing price of our common stock of $0.27 on the American Stock Exchange ("AMEX") as of December 31, 2002, minus the exercise price, multiplied by the number of shares underlying the option.

 
   2002 Fiscal Year-End Option Values
 
   Number of Securities Underlying
Unexercised Options at December 31, 2002
   Value of Unexercised In-the-Money
Options at December 31, 2002
Name
  Exercisable
   Unexercisable
   Exercisable
   Unexercisable
Avtar Dhillon, M.D.   287,500   762,500   $ 250   $ 750
Robert Goodenow   72,500   157,500   $ 150   $ 450
Peter Kies   45,000   135,000   $ 150   $ 450
Dietmar Rabussay, Ph.D.   188,750   76,250   $ 150   $ 450
Brook Riggins   121,250   138,750   $ 150   $ 450
William K. Dix   —   —   $ —   $ —

Equity Compensation Plan Information

        The following table provides information as of December 31, 2002, about our common stock that may be issued upon the exercise of options under our 1995, 1997, and 2000 Stock Option Plans that were approved by our stockholders or that may be issued upon the exercise of options granted outside of these equity compensation plans.

Plan Category
   Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights(a)
   Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights(b)
   Number of Securities
Remaining Available for
Future Issuance under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a))(c)
  
Equity compensation plans approved by shareholders   6,904,400 (1) $ 1.12   4,940,875 (2)
Equity compensation plans not approved by shareholders   —     —   —  
   
       
 
Total   6,904,400         4,940,875  
   
       
 
(1)
Represents options granted under the 1995, 1997, and 2000 Stock Option Plans to purchase 490,500, 1,354,775 and 5,059,125 shares of our common stock, respectively.

(2)
Represents 4,940,875 shares reserved for issuance under the 2000 Stock Option Plan. The 1995 Plan was suspended by the Board of Directors in June 1997 and the 1997 Plan was suspended by the Board of Directors in July 2000. No further options will be granted pursuant to these plans.

10


REPORT OF THE COMPENSATION COMMITTEE

        The compensation programs of Genetronics are designed to reward performance and to be competitive with the compensation agreements of other biomedical companies. The Compensation Committee of the Board of Directors evaluates each executive officer position to establish skill requirements and levels of responsibility. The Compensation Committee, after referring to information from other corporations and public data, determines the compensation for the executive officers.

Objectives

        The primary objectives of our executive compensation program are to enable us to attract, motivate and retain qualified individuals and to align their success with that of our stockholders through the achievement of strategic corporate objectives and the creation of stockholder value. The level of compensation paid to each executive is based on the executive's overall experience, responsibility and performance. Executive officer compensation is composed of salary, bonuses and the opportunity to receive options granted under our Stock Option Plan.

Salary

        Salary ranges are determined following a review of the market data for similar positions in corporations of a comparable size and type of operations to Genetronics, individual responsibilities and performance, and internal equity within Genetronics. The salary for each executive officer is largely determined by the terms of the officer's employment agreement with us.

Bonuses

        Our company may provide annual incentive compensation to the executive officers through bonus arrangements. Awards are contingent upon the achievement of corporate and individual objectives determined by our Compensation Committee.

Stock Option Plan

        The executive officers may be granted incentive stock options or non-incentive stock options under our 2000 Stock Option Plan. In previous years, stock options or non-incentive stock options were granted under the 1995 and 1997 Stock Option Plans, which we discussed in Note 10 to the consolidated financial statements.

Compensation of President and Chief Executive Officer

        The Committee considers with particular care the compensation of our Chief Executive Officer, and recommends such compensation for Board approval. Dr. Avtar Dhillon was appointed our President and Chief Executive Officer on October 10, 2001. Dr. Dhillon's base salary is currently $220,000. Dr. Dhillon's salary was based upon predecessor chief executive officers' salaries and a survey of similarly situated companies in San Diego, California. The Board reviews this salary annually. Dr. Dhillon will also receive an annual bonus if certain milestone objectives agreed between the Board and Dr. Dhillon are met, as determined by the Board.

    Respectfully submitted,

 
 
James L. Heppell (Chair)
Gordon J. Politeski
Felix Theeuwes

11


REPORT OF THE AUDIT COMMITTEE

        The Audit Committee oversees Genetronics' financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report with management including a discussion of the quality, not just the acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

        The Audit Committee reviewed with the independent auditors who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of Genetronics' accounting principles and such other matters as are required to be discussed with the committee under generally accepted auditing standards. In addition, the Audit Committee has discussed with the independent auditors the auditors' independence from management and Genetronics including the matters in the written disclosures required by the Independence Standards Board (which written disclosures were delivered to Genetronics) and considered the compatibility of nonaudit services with the auditors' independence.

        The Audit Committee discussed with our independent auditors the overall scope and plans for their respective audits. The committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.

        In reliance on the reviews and discussions referred to above, the committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2002, for filing with the Securities and Exchange Commission. The Audit Committee and the Board have also recommended the selection of Genetronics' independent auditors. All members of the Audit Committee are independent as defined in Section 121(A) of the American Stock Exchange listing standards.

    Respectfully submitted,

 
 
Tazdin Esmail (Chair)
Gordon J. Politeski
Felix Theeuwes


PRINCIPAL ACCOUNTING FIRM FEES

        Audit Fees.    The aggregate fees billed by Ernst & Young LLP for professional services for the audit of Genetronics' annual consolidated financial statements for the year ended December 31, 2002, and the review of the consolidated financial statements included in Genetronics' quarterly reports on Form 10-Q for the year ended December 31, 2002 were approximately $90,000.

        Audit Related Fees.    The aggregate fees from Ernst & Young LLP for professional services rendered in connection with registration statements, restatements, and consents for the year ended December 31, 2002 were approximately $160,000.

        Financial Information Systems Design and Implementation Fees.    There were no fees billed by Ernst & Young LLP to Genetronics for financial information systems design and implementation for the year ended December 31, 2002.

        All Other Fees.    The aggregate fees billed to Genetronics for all other services rendered by Ernst & Young LLP for the year ended December 31, 2002, including income tax returns and tax consultations were approximately $15,000.

12


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information as of March 31, 2003, with respect to the beneficial ownership of Genetronics' common stock by (i) each person known by Genetronics to be the beneficial owners of more than 5% of the outstanding common stock of Genetronics, (ii) each director of Genetronics, (iii) each of the Named Executive Officers, and (iv) all of our directors and executive officers as a group.

        Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or become exercisable within 60 days of March 31, 2003 are included. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Each stockholder's percentage of ownership in the following table is based upon 50,423,552 shares of common stock outstanding as of March 31, 2003. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the stockholder's name. Unless otherwise indicated,

13


the address of each beneficial owner listed below is in care of Genetronics at 11199 Sorrento Valley Road, San Diego, California 92121.

Beneficial Owner of Shares of Common Stock
   Amount and Nature of
Beneficial Ownership of
Shares of Common Stock
   Percent of Class of Shares
of Common Stock
  
Activest Investmentgesellschaft mbh(4)
 Arabellastr. 27
81925 Muenchen, Germany		   2,500,000   4.96 %
Newton Investment Management Ltd.(5)
 71 Queen Victoria St.
London, EC4V4DR United Kingdom		   3,204,957   6.36 %
Lois J. Crandell(6)   2,764,588   5.44 %
Günter A. Hofmann(7)   2,764,588   5.44 %
Aran Asset Management SA(8)
 Alpenstrasse 11
6304 Zug, Switzerland		   2,875,366   5.61 %
Johnson & Johnson Development Corporation(9)
 One Johnson & Johnson Plaza
New Brunswick, New Jersey, 08933		   2,242,611   4.45 %
Conus Partners, Inc.(10)
 One Rockefeller Plaza, 19th Floor
New York, New York, 10020		   4,945,311   9.64 %
Kinetic Capital L.P.(11)
 1460-777 Hornby Street
Vancouver, BC, V6Z 1S4, Canada		   2,240,000   4.39 %
Dr. Avtar Dhillon(12)   678,100   1.33 %
James L. Heppell(13)   297,920   *  
Gordon J. Politeski(14)   240,000   *  
Felix Theeuwes(15)   402,000   *  
Tazdin Esmail(16)   194,785   *  
Dietmar Rabussay(17)   310,362   *  
Brook Riggins(18)   408,934   *  
William K. Dix(19)   38,307   *  
Peter Kies(20)   57,500   *  
Robert Goodenow(21)   92,500   *  
   
 
 
All executive officers and directors as a group(22) (10 persons)   2,720,408   5.19 %
   
 
 
*
less than 1%

(1)
This table is based upon information supplied by officers, directors and principal stockholders. Except as shown otherwise in the table, the address of each stockholder listed is in care of Genetronics at 11199 Sorrento Valley Rd., San Diego, California 92121.

(2)
Except as otherwise indicated in the footnotes of this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

(3)
Shares of common stock subject to options or warrants exercisable within 60 days of March 31, 2003, are deemed outstanding for computing the percentage of the person or entity holding such

14

(4)
In our previous filings, Foreign & Colonial Bank, an institutional investor based in London, England, was listed as the beneficial owner of 3,450,000 shares. Until November of 2001, Foreign & Colonial Bank was under a management contract to manage a biotech investment fund on behalf of Activest. It is our understanding that the contract expired in November 2001 and was not renewed. As a result, Activest has taken control of the fund and has become the beneficial owner of the 2,500,000 shares held as of March 31, 2003. We have been advised that the individual who directs the investment and voting decisions for the shares owned by Activist is Dr. Joerg Blumentrath.

(5)
We have been advised that the individual who directs the investment and voting decisions for the shares owned by Newton Investment Management Ltd. is Stuart Eaton.

(6)
Includes 169,825 shares of common stock issuable pursuant to options exercisable within 60 days of March 31, 2003. Also includes 2,115,399 shares and options owned by Günter A. Hofmann, Ms. Crandell's husband. Ms. Crandell disclaims beneficial ownership of Dr. Hofmann's shares.

(7)
Includes 232,200 shares of common stock issuable pursuant to options exercisable within 60 days of March 31, 2003. Also includes 649,189 shares and options owned by Lois J. Crandell, Dr. Hofmann's wife. Dr. Hofmann disclaims beneficial ownership of Ms. Crandell's shares.

(8)
Includes 801,666 shares of common stock issuable pursuant to warrants exercisable within 60 days of March 31,2003. We have been advised that the individual who directs the investment and voting decisions for the shares owned by Aran Asset Management is Michael Thalmann.

(9)
We have been advised that the individual who directs the investment and voting decisions for the shares owned by Johnson & Johnson Development Corporation is Roy Cosan.

(10)
Includes 853,666 shares of common stock issuable pursuant to warrants exercisable within 60 days of March 31, 2003. We have been advised that the individual who directs the investment and voting decisions for the shares owned by Conus Partners, Inc. is Andrew Zacks.

(11)
Includes 640,000 shares of common stock issuable pursuant to warrants exercise exercisable within 60 days of March 31, 2003. We have been advised that the individual who directs the investment and voting decisions for the shares owned by Kinetic Capital L.P. is Frank Barker.

(12)
Includes 477,274 shares of common stock issuable pursuant to warrants and options exercisable within 60 days of March 31, 2003.

(13)
Includes 265,320 shares of common stock issuable pursuant to warrants and options exercisable within 60 days of March 31, 2003.

(14)
Includes 240,000 shares of common stock issuable pursuant to options exercisable within 60 days of March 31, 2003.

(15)
Includes 230,000 shares of common stock issuable pursuant to warrants and options exercisable within 60 days of March 31, 2003.

(16)
Includes 173,510 shares of common stock issuable pursuant to warrants and options exercisable within 60 days of March 31, 2003.

(17)
Includes 238,032 shares of common stock issuable pursuant to warrants and options exercisable within 60 days of March 31, 2003.

(18)
Includes 202,552 shares of common stock issuable pursuant to warrants and options exercisable within 60 days of March 31, 2003.

(19)
Includes 7,659 shares of common stock issuable pursuant to warrants and options exercisable within 60 days of March 31, 2003. Mr. Dix's employment ended on July 31, 2002.

(20)
Includes 57,500 shares of common stock issuable pursuant to options exercisable within 60 days of March 31, 2003.

(21)
Includes 92,500 shares of common stock issuable pursuant to options exercisable within 60 days of March 31, 2003.

(22)
Includes 1,984,347 shares of common stock issuable pursuant to warrants and options exercisable within 60 days of March 31, 2003.

15


STOCKHOLDER RETURN PERFORMANCE PRESENTATION

        The following graph compares the monthly relative returns a stockholder of Genetronics would have versus the AMEX Composite Index, assuming a $100 investment was made on December 8, 1998, the date that our common stock was listed for trading on the American Stock Exchange ("AMEX"). The AMEX Index represents all AMEX-listed companies. The AMEX Composite Index started on December 29, 1995. The S & P Super Cap Biotechnology Index started on July 1, 1996 and is comprised of 16 biotechnology firms culled from the S & P Super Cap Index. Each of the indices assumes that all dividends were reinvested.

COMPARISON OF 49 MONTH CUMULATIVE TOTAL RETURN*
AMONG GENETRONICS BIOMEDICAL CORPORATION,
THE AMEX MARKET VALUE (U.S. & FOREIGN) INDEX
AND S & P SUPERCAP BIOTECHNOLOGY INDEX

         GRAPH

        $100 invested on 12/8/98 in stock or index-including reinvestment of dividends. Fiscal year ending December 31.

Company/Index
   Dec. 8,
1998
   March 31,
1999
   March 31,
2000
   March 31,
2001
   Dec. 31
2001
   Dec. 31,
2002
Genetronics   $ 100.00   $ 89.82   $ 166.08   $ 20.88   $ 17.35   $ 7.32
AMEX Index     100.00     106.48     155.38     123.05     123.43     104.12
S & P Super Cap Biotechnology Index     100.00     147.35     265.44     250.72     269.02     194.45

        The stock performance of Genetronics' common stock shown on the graph above is not necessarily indicative of future performance. Genetronics will not make or endorse any predictions as to its future stock performance.

16


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Pursuant to a private placement (the "Private Placement") of special warrants that closed on November 30, 2001, and raised aggregate gross proceeds to Genetronics of $2,345,622, a number of investors required that Dr. Avtar Dhillon, our Chief Executive Officer, President and one of our directors, participate in the Private Placement. We loaned $65,000 (the "Loan") to Dr. Dhillon to enable him to purchase 144,444 special warrants (the "Special Warrants"), at a purchase price of $0.45 per Special Warrant, that is approximately 3% of the aggregate number of special warrants that were issued. The Loan was repayable in three years, and interest accrued at the prime rate of the Union Bank of California published on November 9, 2001, over the term of the Loan. As security for Dr. Dhillon's due repayment of the Loan, Dr. Dhillon entered into an agreement with Genetronics dated November 9, 2001, (the "Loan Agreement") and executed a Promissory Note attached to the Loan Agreement. Pursuant to the Loan Agreement, Dr. Dhillon granted to Genetronics a security interest in the Special Warrants, and in the common shares and common share purchase warrants to be issued pursuant to the exercise of the Special Warrants. As further security, Dr. Dhillon agreed to use all proceeds realized by any sale of said Special Warrants, common shares, common share purchase warrants (the "Warrants") or common shares to be issued upon exercise of the Warrants and any cash bonuses that he receives as a result of his employment with us to pay down the Loan until it was fully repaid. During the first quarter of 2003, this loan was paid in full with proceeds from his 2002 bonus.

        As described in Note 16 to the Financial Statements, we incurred legal fees charged by the law firm of Catalyst Corporate Finance Lawyers in Vancouver, British Columbia, Canada, in the amount of $337,150 in the year ended December 31, 2002. James L. Heppell, a partner of that law firm, is the Chairman of our Board of Directors.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

        Section 16(a) of the Securities Act of 1934 (the "Exchange Act") requires Genetronics' officers, directors and persons who own more than ten percent of a registered class of Genetronics' securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Securities of Genetronics. Officers, directors and greater than ten percent stockholders are required by the Securities and Exchange Commission's regulations to furnish Genetronics with copies of all filed Section 16(a) forms.

        Based solely on Genetronics' review of the copies of such reports furnished to Genetronics, management believes that all officers, directors and greater than ten percent stockholders complied with the filing requirements of Section 16(a) for the fiscal year ending December 31, 2002.

17


PROPOSAL NO. 1

ELECTION OF DIRECTORS

        The nominees for election at the Annual Meeting of Stockholders to fill the positions on the Board of Directors are Avtar Dhillon, M.D., James L. Heppell, Tazdin Esmail, Gordon J. Politeski, and Felix Theeuwes, Ph.D. If elected, the nominees will serve as directors until Genetronics' Annual Meeting of Stockholders in 2004, or until their successors are elected and qualified. If a nominee declines to serve or becomes unavailable for any reason, the proxies may be voted for such substitute nominee as the proxy holders may designate.

        If a quorum is present, the five nominees for the positions as directors receiving the highest number of votes will be elected. Abstentions and broker non-votes will have no effect on the vote, although abstentions and broker non-votes will be counted as shares present for purposes of determining the presence of a quorum. The Board of Directors Unanimously Recommends a Vote "FOR" the Nominees Named Above.


PROPOSAL NO. 2

APPROVAL OF AN EXTENSION TO THE EXISTING SHAREHOLDER RIGHTS PLAN

        On June 20, 1997 the Board of Directors adopted a shareholder rights agreement (the "Rights Agreement") to ensure, to the extent possible, that all stockholders of Genetronics are treated fairly in connection with any take-over offer for Genetronics. The Rights Agreement was subsequently approved by the stockholders of Genetronics on July 28, 1997.

        The Rights Agreement will expire on May 22, 2003, provided, however, that the Rights Agreement may be extended for a further five years subject to the approval of the independent stockholders of Genetronics.

        On March 25, 2003 the Board of Directors authorized that the Rights Agreement be amended (the "Amended and Restated Rights Agreement") to reflect the extension of the Rights Agreement for an additional five years and to make any non-material changes. The Board of Directors further agreed to submit the Amended and Restated Rights Agreement to the independent stockholders of Genetronics for their consideration, and if thought fit, approval, ratifying the continued existence of the Amended and Restated Rights Agreement for a further five years. The full text of the Amended and Restated Rights Agreement is attached as Exhibit "A" to this Proxy Statement. Initially capitalized terms used below without express definition have the meanings ascribed to them in the Amended Rights Agreement.

        In considering whether to adopt the Amended and Restated Rights Agreement, the Board of Directors considered the current legislative framework in the United States governing take-over bids, developments in the terms of shareholder rights plans over the last number of years and the actual experiences in hostile take-over bids in the United States which have taken place over the last few years for target corporations having shareholder rights plans. The Amended and Restated Rights Agreement was not adopted by the Board of Directors in response to, or in anticipation of, any acquisition proposal, and is not intended to prevent a take-over bid being made for Genetronics or to secure continuance of management or the directors in office.

Summary of the Amended Rights Plan

        Pursuant to the Amended and Restated Rights Agreement, one right (the "Right") is issued for each share outstanding from time to time. The Right attaches to the share and may not be transferred separately from the share until the Right becomes separate and exercisable after the Separation Time. The Separation Time is the date which is ten days after the earlier of the date a person acquires 20%

18


or more of the shares (a "Flip-in-Event"), and the date of the commencement or announcement of a take-over bid (other than a Permitted Bid as defined below). Each Right thereafter constitutes the right to purchase from Genetronics one share for $20 (the "Exercise Price"). Ten days after a Flip-in-Event the Rights are adjusted such that upon payment of the Exercise Price the holder will receive that number of shares having an aggregate market price, as of the date of exercise, equal to twice the Exercise Price.

        As an example, assuming the shares of Genetronics were trading at $5.00, for each share held at the time of the Flip-in-Event, a stockholder would have the right to purchase a further eight shares (calculated by dividing twice the Exercise Price of $20 ($40) by the fair market value of the shares ($5)) upon the occurrence of a Flip-in-Event at $2.50 (one-half the fair market value of the shares) per share for an aggregate of $20. This effectively results in each stockholder of Genetronics, other than the potential bidder, being able to purchase a large block of shares of Genetronics at one-half the fair market value of the shares at the time of the Flip-in-Event. The threat of massive dilution posed by the Amended and Restated Rights Agreement is intended to force a potential bidder to negotiate with the Board of Directors in order to allow the offer to proceed.

Permitted Bid

        Under the Amended and Restated Rights Agreement, a Permitted Bid is a bid made for all of Genetronics' voting shares and which is open for at least 90 days. If at the end of the 90 days at least 50% of the outstanding voting shares, other than those owned by the bidder and certain related parties, have been tendered, the bidder may take up and pay for the shares but must extend the bid for a further ten days to permit other stockholders to tender. Under the Permitted Bid provision, stockholders are assured of an adequate opportunity to consider the bid and the Board of Directors will be given ample opportunity to fully review alternate opportunities and to make recommendations to stockholders. The Board of Directors is authorized by the Amended and Restated Rights Agreement to redeem the Rights, at its option, at a price of $0.001 per Right and is further authorized to waive the requirements of the Amended and Rights Agreement in connection with a specific take-over bid.

Vote Required and Board of Directors' Recommendation

        The Amended and Restated Rights Agreement incorporates the extension of the Rights Agreement for an additional five years and was approved by the Board of Directors in order to encourage the fair treatment of all stockholders of Genetronics in connection with any take-over offer for Genetronics and to discourage take-over attempts that may not be in the best interests of the stockholders of Genetronics. The Amended and Restated Rights Agreement is designed to give the Board of Directors of Genetronics the time to pursue other alternatives to maximize stockholder value in the event of an unsolicited take-over offer for Genetronics.

        The Amended and Restated Rights Agreement provides that the Rights Agreement may be extended for a period of five years, provided that a Flip-in Event has not occurred prior to such time, and provided that the independent stockholders of Genetronics approve and ratify the continued existence of the Rights Agreement. The Board of Directors believes that the Amended and Restated Rights Agreement is in the best interests of Genetronics and its stockholders for the reasons stated above. Therefore, the Board of Directors unanimously recommends a vote "FOR" approval of the Amended and Restated Rights Agreement, and the independent stockholders will be asked to pass the following resolution:

        "BE IT RESOLVED THAT:

19

        If a quorum is present, the above resolution must be approved by not less than a majority of the votes cast by the stockholders of Genetronics. Abstentions will be counted as votes cast against the proposal, and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be counted as shares present for purposes of determining the presence of a quorum. The Board of Directors Unanimously Recommends A Vote "For" Approval Of The Amended and Restated Rights Agreement, as discussed above.


PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

        Genetronics appointed Ernst & Young LLP as its independent accountants for the fiscal year ending December 31, 2003. Ernst & Young LLP has served as Genetronics' auditors since December 13, 1994. Services provided Genetronics during the year ending December 31, 2002 included the audit of Genetronics' consolidated financial statements as of and for the year ending December 31, 2002, review of Genetronics' consolidated financial statements included in the quarterly reports on Form 10-Q for the year ending December 31, 2002, services related to filings with the Securities and Exchange Commission and the British Columbia Securities Commission and consultations in various tax and accounting.

        Representatives of Ernst & Young LLP will be present at the annual meeting to respond to appropriate questions and to make such statements as they may desire.

Board of Directors Recommendation

        If a quorum is present, the above ratification must be approved by not less than a majority of the votes cast by the stockholders of Genetronics who, being entitled to do so, vote in person or by proxy at the Meeting. Abstentions will be counted as votes cast against the proposal, and broker non-votes will not be counted as cast and will have no effect on the result of the vote, although they will be counted as shares present for purposes of determining the presence of a quorum.

        In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board of Directors.

        The Board unanimously recommends a vote "FOR" the ratification of the appointment of Ernst & Young LLP as Genetronics' independent accountants for the fiscal year ending December 31, 2003.


STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING

        Our bylaws require that, for business to be properly brought by a stockholder before an annual meeting, notice must be delivered or mailed by the stockholder and received by Genetronics not less than 120 calendar days prior to the one year anniversary of the date Genetronics' proxy statement was released to stockholders in connection with the previous year's annual meeting of stockholders, except if we did not hold an annual meeting the previous year, or if the date of this year's annual meeting has been changed by more than thirty days from the date of the previous year's meeting, then the deadline is a reasonable time before we begin to print and mail our proxy materials.

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        All stockholders proposals that are intended to be presented at the 2004 Annual Meeting of the Stockholders of Genetronics must be received by Genetronics at our offices at 11199 Sorrento Valley Road, San Diego, California 92121-1334, ATTN: Corporate Secretary, no later than November 18, 2003, for inclusion in the Board of Directors' proxy statement and form of proxy relating to the meeting. Any stockholder who intends to present a proposal at Genetronics' 2004 Annual Meeting of Stockholders without requesting Genetronics to include such proposal in Genetronics' proxy statement must notify Genetronics no later than February 6, 2004, of his, her or its intention to present the proposal. Otherwise, Genetronics may exercise discretionary voting with respect to such stockholder's proposal pursuant to authority conferred on Genetronics by proxies to be solicited by the Board of Directors of Genetronics and delivered to Genetronics in connection with the meeting.


FORM 10-K AND ANNUAL REPORT

        Genetronics filed an annual report on Form 10-K with the Securities and Exchange Commission on or about March 31, 2003. Stockholders may obtain a copy of this report, without charge. Requests should be made to the Corporate Secretary of Genetronics at Genetronics' offices located at 11199 Sorrento Valley Road, San Diego, CA 92121. Genetronics' annual report to stockholders for the year ending December 31, 2002 is enclosed herewith. The annual report is not incorporated into this proxy statement and is not considered proxy material.


TRANSACTION OF OTHER BUSINESS

        At the date of this Proxy Statement, the only business which the Board of Directors intends to present or knows that others will present at the meeting is as set forth above. If any other matter or matters are properly brought before the meeting, or any adjournment thereof, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.

        Your cooperation in giving this matter your immediate attention and returning your proxies will be appreciated.

    By Order of the Board of Directors

 
 
 

 
 
/s/  AVTAR DHILLON      
Avtar Dhillon, M.D.
President and Chief Executive Officer

Dated: April 21, 2003
San Diego, California

21


EXHIBIT A


AMENDED AND RESTATED
SHAREDHOLDER RIGHTS AGREEMENT


        THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT made originally as of June 20, 1997 and amended as of March 25, 2003

BETWEEN:

AND:

WITNESSES THAT WHEREAS:

        NOW THEREFORE in consideration of the premises and their respective agreements set forth herein, the parties hereby agree as follows:

1.    INTERPRETATION

1.1  Certain Definitions

        For purposes of this Agreement, the following terms have the meanings indicated:

2

3

4

5

6

7

8

9


100   ×   A
       
        B

10

1.2  Currency

        All sums of money which are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.

2.    THE RIGHTS

2.1  Legend on Voting Share Certificates

11

2.2  Initial Exercise Price; Exercise of Rights; Detachment of Rights

12

2.3  Adjustments to Exercise Price; Number of Rights

13

14

15

16

2.4  Date on Which Exercise is Effective

        Each Person in whose name any certificate for Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered (together with an appropriately completed and duly executed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes or charges payable by such Person hereunder) was made in accordance with Subsection 2.2(d); provided, however, that if the date of such surrender and payment is a date upon which the Common Share transfer books of the Corporation are closed, such Person shall be deemed to have become the holder of record of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Share transfer books of the Corporation are open.

2.5  Execution, Authentication, Delivery and Dating of Rights Certificates

17

2.6  Registration, Registration of Transfer and Exchange

2.7  Mutilated, Destroyed, Lost and Stolen Rights Certificates

18

2.8  Persons Deemed Owners

        Prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate or Convertible Security certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the person in whose name such Rights Certificate (or, prior to the Separation Time, such Voting Share certificate or Convertible Security certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever. As used in this Agreement, unless the context otherwise requires, the term "holder" of any Rights means the registered holder of such Rights (or, prior to the Separation Time, the holder of such associated Voting Shares or Convertible Securities).

2.9  Delivery and Cancellation of Certificates

        All Rights Certificates surrendered upon exercise or for redemption, or for registration of transfer or exchange shall, if surrendered to any person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Corporation may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Corporation may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.9, except as expressly permitted by this Agreement. The Rights Agent shall destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Corporation.

2.10 Agreement of Rights Holders

        Every holder of Rights, by accepting such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:

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3.    ADJUSTMENTS TO THE RIGHTS

3.1  Flip-In Event

3.2  Exchange Option

20

4.    THE RIGHTS AGENT

4.1  General

21

4.2  Merger or Consolidation or Change of Name of Rights Agent

4.3  Duties of Rights Agent

        The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation and the holders of Rights Certificates, by their acceptance thereof, shall be bound:

22

4.4  Change of Rights Agent

        The Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to the transfer agent(s) of the Corporation by registered or certified mail, and to the holders of the Rights in accordance with Section 5.10. The Corporation may remove the Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent and to the transfer agent(s) of the Corporation by registered or certified mail, and to the holders of the Rights in accordance with

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Section 5.10. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent then any holder of Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Corporation, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

5.    MISCELLANEOUS

5.1  Redemption and Waiver

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5.2  Rights upon Exercise or Conversion of Convertible Securities

        For the sake of certainty, it is agreed that, upon the issue of a Voting Share upon the exercise or conversion of a Convertible Security, the Right in respect of the Voting Share issuable upon the exercise or conversion of the Convertible Security shall be deemed to be exchanged for a Right in respect of the Voting Share so issued.

5.3  Expiration

        No Person shall have any rights pursuant to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in Subsection 4.1(a) hereof.

5.4  Issuance of New Rights Certificates

        Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Corporation may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the number or kind or class of shares purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.

5.5  Supplements and Amendments

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5.6  Fractional Rights and Fractional Shares

5.7  Rights of Action

        Subject to the terms of this Agreement, rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of the Rights; and any holder of any Rights, without the consent of the Rights Agent or of the holder of any other Rights, may, on such holder's own behalf and for such holder's own benefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Corporation to enforce, or otherwise act in respect of, such holder's entitlement to exercise such holder's Rights in the manner provided in such holder's Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of, the obligations of any Person subject to this Agreement.

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5.8  Holder of Rights Not Deemed a Shareholder

        No holder, as such, of any Rights shall be entitled to vote, receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable on the exercise of such Rights, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights, as such, any of the rights of a shareholder of the Corporation or any right to generally vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 5.9 hereof), or to receive dividends or subscription rights or otherwise, until such Rights shall have been exercised in accordance with the provisions hereof.

5.9  Notice of Proposed Actions

        In case the Corporation shall propose after the Separation Time and prior to the Expiration Time to effect the liquidation, dissolution or winding up of the Corporation or the sale of all or substantially all of the Corporation's assets, then, in each such case, the Corporation shall give to each holder of a Right, a notice of such proposed action, which shall specify the date on which such liquidation, dissolution, or winding up is to take place, and such notice shall be so given at least 20 Business Days prior to the date of taking of such proposed action by the Corporation.

5.10 Notices

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5.11 Costs of Enforcement

        The Corporation agrees that if the Corporation or any other Person, the securities of which are purchasable upon exercise of Rights, fails to fulfil any of its obligations pursuant to this Agreement, then the Corporation or such Person will reimburse the holder of any Rights for the costs and expenses (including legal fees) incurred by such holder in actions to enforce his rights pursuant to any Rights or this Agreement.

5.12 Regulatory Approvals

        Any obligation of the Corporation or action or event contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any governmental or regulatory authority. Without limiting the generality of the foregoing, any issuance or delivery of debt or equity securities (other than non-convertible debt securities) of the Corporation upon the exercise of Rights shall be subject to the prior approval, acceptance or consent of The American Stock Exchange and any other stock exchange on which the securities of the Corporation are then listed.

5.13 Other Jurisdictions

        If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance with the securities laws or comparable legislation of a jurisdiction outside Canada and the United States, the Board of Directors acting in good faith may take such actions as it may deem appropriate to ensure that such compliance is not required, including without limitation establishing procedures for the issuance to a resident fiduciary of Rights or securities issuable on exercise of Rights, the holding thereof in trust for the Persons entitled thereto (but reserving to the fiduciary or to the fiduciary and the Corporation, as the Corporation may determine, absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the Persons entitled thereto. In no event shall the Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of any jurisdiction other than Canada and the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

5.14 Successors

        All the covenants and provisions of this Agreement by or for the benefit of the Corporation or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

5.15 Benefits of this Agreement

        Nothing in this Agreement shall be construed to give to any Person other than the Corporation, the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Corporation, the Rights Agent and the holders of the Rights.

5.16 Governing Law

        This Agreement and each Right issued hereunder shall be deemed to be a contract made under the laws of the Province of British Columbia and for all purposes shall be governed by and construed

28


in accordance with the laws of such province applicable to contracts to be made and performed entirely within such province.

5.17 Counterparts

        This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

5.18 Severability

        If any term or provision hereof or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions hereof or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable.

5.19 Effective Date

        This Agreement is effective from the date hereof. If the Rights Plan is not confirmed by resolution passed by a majority of the votes cast by Independent Shareholders who vote in respect of such Rights Plan at a meeting to be held on May 22, 2003, then this Agreement and any then outstanding Rights shall be of no further force and effect.

5.20 Time of the Essence

        Time shall be of the essence hereof.

5.21 Shareholder Review

        At the first annual meeting of shareholders of the Corporation following the fifth anniversary of the date of this Agreement, provided that a Flip-in Event has not occurred prior to such time, the Board of Directors shall submit a resolution to the Independent Shareholders for their consideration and, if thought fit, approval, ratifying the continued existence of the Rights Plan. If a majority of the votes cast by Independent Shareholders who vote in respect of such resolution are voted against the continued existence of the Rights Plan, then the Board of Directors shall, immediately upon the confirmation by the Chairman of such shareholders' meeting of the result of the vote on such resolution and without further formality, be deemed to have elected to redeem the Rights at the Redemption Price.

5.22 Determinations and Actions by the Board of Directors

        The Board of Directors shall have the exclusive power and authority to administer and amend this Agreement in accordance with the terms hereof and to exercise all rights and powers specifically granted hereunder to the Board of Directors or the Corporation, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not to redeem the Rights or to amend the Agreement, in accordance with the terms hereof). All such actions, calculations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of Directors to any liability to the holders of the Rights or any other parties.

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

GENETRONICS BIOMEDICAL CORPORATION    

Per:
 
 
/s/  James L. Heppell
Authorized Signatory		    

COMPUTERSHARE TRUST COMPANY OF CANADA
 
 

Per:
 
 

/s/  Linda Buckley
Authorized Signatory
 
 

30


EXHIBIT A

[Form of Rights Certificate]

Rights Certificate

        This certifies that                        is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement made as of June 20, 1997 and amended and restated as of March 25, 2003 (the "Rights Agreement") between Genetronics Biomedical Corporation, a corporation continued under the laws of the State of Delaware (the "Corporation"), and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Corporation (a "Common Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate, together with the Form of Election to Exercise appropriately completed and duly executed, to the Rights Agent at its offices in Vancouver. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $20.00 per Right (payable in cash, certified cheque or money order payable to the order of the Corporation).

        In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or shares in the capital of the Corporation other than Common Shares, or more or less than one Common Share (or a combination thereof), all as provided in the Rights Agreement.

        This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the head office of the Corporation and are available upon written request.

        This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office of the Rights Agent in the City of Vancouver, may be exchanged for another Rights Certificate or Rights Certificates of like tenor evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

        Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Corporation at a redemption price of $0.001 per Right, subject to adjustment in certain events, or (ii) may be exchanged, at the option of the Corporation, for cash, debt or equity securities or other assets (or a combination thereof).

        No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.


        No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.

        This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

        WITNESS the facsimile signature of the proper officers of the Corporation.

Date:    
 
 

GENETRONICS BIOMEDICAL CORPORATION
 

Per:
 
 

Authorized Signatory
 

Countersigned:
 

COMPUTERSHARE TRUST COMPANY OF CANADA
 

Per:
 
 

Authorized Signatory
 

2


FORM OF ELECTION TO EXERCISE

TO: GENETRONICS BIOMEDICAL CORPORATION

The undersigned hereby irrevocably elects to exercise                        whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to:

Name		    

Address
 
 

City and Province
 
 

Social Insurance No. or other taxpayer
identification number
 
 

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

Name
 
 

Address
 
 

City and Province
 
 

Social Insurance No. or other taxpayer
identification number
 
 

Date
 
Signature

 
 
Signature Guaranteed

Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

Signature must be guaranteed by a member firm of a recognised stock exchange in Canada, a member of the Investment Dealers Association of Canada or a commercial bank or trust company having an office or correspondent in Canada.

(To be completed if true)

        The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Voting Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or by any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of any such other Person (as such terms are defined in the Rights Agreement).

   
Signature


FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(Please print name and address of transferee)

the Rights represented by this Rights Certificate, together with all right, title and interest therein.

Date		  
Signature

 
 
Signature Guaranteed

Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

Signature must be guaranteed by a member firm of a recognised stock exchange in Canada, a member of the Investment Dealers Association of Canada or a commercial bank or trust company having an office or correspondent in Canada.

(To be completed if true)

The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Voting Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or by any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of any such other Person (as such terms are defined in the Rights Agreement).

   
Signature


NOTICE

In the event that the certifications set forth above in the Forms of Election to Exercise and Assignment are not completed, the Corporation shall deem the Beneficial Owner of the Rights represented by this Rights Certificate to be an Acquiring Person (as defined in the Rights Agreement) and, accordingly, such Rights shall be null and void.


GENETRONICS BIOMEDICAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

        The undersigned hereby appoints Dr. Avtar Dhillon, President and Chief Executive Officer and a director of Genetronics, and James L. Heppell, Chairman of the Board and a director of Genetronics, and each of them, as proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of Genetronics held of record by the undersigned as of April 21, 2003, at the Annual Meeting of Stockholders to be held on May 22, 2003, or any adjournment thereof.

1.
Election of Directors:

        (INSTRUCTIONS: TO VOTE AGAINST ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME)

2.
To approve the Amended and Restated Shareholder Rights Agreement dated March 25, 2003.
3.
To ratify the appointment of Genetronics' independent auditors.

        In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.

(CONTINUED AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)

(CONTINUED FROM OTHER SIDE)

        THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS, THE ELECTION OF EACH OF THE NOMINEES, AND FOR APPROVING THE AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If stockholder is a corporation, please sign in full corporate name by President or other authorized officer. If stockholder is a partnership, please sign in partnership name by authorized person.

    Dated:       , 2003
       
   

 
 
 
Signature

 
 
 
Signature if held jointly

 
 
 
Print Name

        PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE OR MAIL BY FIRST-CLASS MAIL TO:



QuickLinks

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 22, 2003
Proxy Statement for Annual Meeting of Stockholders
GENERAL INFORMATION
DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY OF EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
REPORT OF THE AUDIT COMMITTEE
PRINCIPAL ACCOUNTING FIRM FEES
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 2 APPROVAL OF AN EXTENSION TO THE EXISTING SHAREHOLDER RIGHTS PLAN
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
FORM 10-K AND ANNUAL REPORT
TRANSACTION OF OTHER BUSINESS
AMENDED AND RESTATED SHAREDHOLDER RIGHTS AGREEMENT
EXHIBIT A [Form of Rights Certificate]
FORM OF ELECTION TO EXERCISE
FORM OF ASSIGNMENT
NOTICE
GENETRONICS BIOMEDICAL CORPORATION THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS