UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
SS.240.14a-12
Berkeley Technology Limited
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
________________________________________________________________________________
BERKELEY TECHNOLOGY LIMITED
Minden House, 6 Minden Place
St. Helier, Jersey JE2 4WQ
Channel Islands
April 22, 2005
Dear ADR holder:
You are cordially invited to attend the Annual General Meeting of
Shareholders of Berkeley Technology Limited to be held at the Jersey Museum,
Ouless Room, The Weighbridge, St. Helier, Jersey, Channel Islands on Wednesday,
August 10, 2005, at 9:00 a.m. local time.
Details of the business to be conducted at the meeting are given in the
attached Notice of Annual General Meeting of Shareholders and Proxy Statement.
As an ADR holder you are not entitled to vote directly at the meeting,
however, the ADR Depositary, The Bank of New York, is obligated to vote the
shares it holds on your behalf in accordance with your instructions. Whether or
not you plan to attend the meeting, it is important that your interests be
represented and voted at the meeting. Accordingly, please sign, date and return
the enclosed proxy card to The Bank of New York (in the accompanying envelope).
In order for your proxy instructions to be valid, they must be received by The
Bank of New York on or before August 3, 2005. You may revoke or amend your proxy
for any reason provided that such change is received by The Bank of New York on
or before August 3, 2005.
Thank you for your interest in Berkeley Technology Limited.
Sincerely,
/s/Robert A. Cornman
Robert A. Cornman
Secretary
BERKELEY TECHNOLOGY LIMITED
Minden House, 6 Minden Place
St. Helier, Jersey JE2 4WQ
Channel Islands
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To the ADR holders of Berkeley Technology Limited:
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of
Berkeley Technology Limited (the "Company") will be held at the Jersey Museum,
Ouless Room, The Weighbridge, St. Helier, Jersey, Channel Islands on Wednesday,
August 10, 2005, at 9:00 a.m. local time, for the following purposes:
Ordinary Business
1. To receive the report of the directors and the financial statements for the
year ended December 31, 2004, together with the report of the independent
auditors thereon.
2. To re-elect a director, Victor A. Hebert, who is retiring by rotation.
3. To re-appoint BDO Stoy Hayward, LLP and BDO Seidman, LLP as independent
auditors of the Company and to authorize the directors to fix their
remuneration.
Other Business
4. To act on any other matters that may properly come before the meeting.
The Board of Directors knows of no other matters which may be presented for
shareholder action at the meeting. To date, no shareholder proposals have
been received by the Company. However, if other matters do properly come
before the meeting, it is intended that the persons named in the proxies
will vote upon such matters in accordance with their best judgment.
Holders of our Ordinary Shares are entitled to twenty-one (21) clear days
notice of, and to vote at, the Annual General Meeting and any adjournment
thereof. Only ADR holders of record at the close of business on April 15, 2005
are entitled to notice of, to attend and to have their vote counted at the
Annual General Meeting and any adjournment thereof. ADR holders are not entitled
to vote directly at the meeting; however, the ADR Depositary, The Bank of New
York, is obligated to vote the shares it holds on behalf of the ADR holders in
accordance with their instructions. Accordingly, please sign, date and return
the enclosed proxy card to The Bank of New York (in the accompanying envelope).
In order for your proxy instructions to be valid, they must be received by The
Bank of New York on or before August 3, 2005. A copy of our Annual Report to
Shareholders for the year ended December 31, 2004, which contains audited
consolidated financial statements and other information, accompanies this Notice
and the enclosed Proxy Statement. All ADR holders are cordially invited to
attend the meeting.
By Order of the Board of Directors
/s/Robert A. Cornman
Robert A. Cornman
Secretary
April 22, 2005
BERKELEY TECHNOLOGY LIMITED
---------------
PROXY STATEMENT
---------------
ABOUT THE ANNUAL GENERAL MEETING
General
This Proxy Statement and the accompanying proxy card are being mailed to
ADR holders of Berkeley Technology Limited (the "Company" and, together with its
subsidiaries, the "Group") on or about April 22, 2005, in connection with the
solicitation of proxies by our Board of Directors for use at the Annual General
Meeting of Shareholders to be held on August 10, 2005 (the "Meeting"), or at any
adjournments thereof. The Meeting will be held at 9:00 a.m. local time, at the
Jersey Museum, Ouless Room, The Weighbridge, St. Helier, Jersey, Channel
Islands.
Proxies
The proxy card accompanying this Proxy Statement, which instructs The Bank
of New York as ADR Depositary (the "ADR Depositary"), is solicited by our Board
of Directors. ADRs represented by properly executed proxies received by the ADR
Depositary in time for the Meeting will be voted in accordance with the choices
specified in the proxies. Any ADR holder giving a proxy has the power to revoke
it prior to its exercise by giving notice of revocation to the ADR Depositary in
writing, or by executing and delivering to the ADR Depositary a later dated
proxy. However, such action must be taken in sufficient time to permit the
necessary examination and tabulation of the subsequent proxy or revocation
before the vote is taken. Proxy instructions, amendments or revocations must
therefore be received by the ADR Depositary on or before August 3, 2005.
Solicitation
The cost of preparing, assembling, printing and mailing this Proxy
Statement, the accompanying proxy card and any other related materials used in
the solicitation of proxies will be borne by us. In addition to soliciting by
mail, our directors, officers and employees, without receiving any additional
compensation, may solicit proxies personally, by telephone or facsimile. Except
as described above, we do not presently intend to solicit proxies other than by
mail.
Also enclosed herewith is a copy of our Annual Report to Shareholders for
the year ended December 31, 2004.
Voting and Quorum at the Annual General Meeting
Holders of ADRs should complete and return the enclosed proxy card in
accordance with the terms provided thereon not later than the close of business
on August 3, 2005. The close of business on April 15, 2005 has been fixed as the
record date for the determination of the holders entitled to give instructions
of voting rights at the Meeting and any adjournment thereof. Under the
depositary agreement between us and the ADR Depositary, the ADR Depositary shall
not vote or attempt to exercise the right to vote that attaches to the Ordinary
Shares other than in accordance with such instructions.
Two shareholders present in person or by proxy and entitled to vote,
holding in aggregate, or represented by proxy, not less than one-third of the
total Ordinary Shares outstanding, shall be a quorum for all purposes. If a
quorum is present, directors are elected and all other matters are decided upon
by a show of hands, unless before or upon the declaration of the results, a poll
is demanded by the Chairman of the Meeting or by at least three shareholders or
by one or more shareholders representing not less than one-tenth of the total
voting rights of shareholders. If a poll is taken, every shareholder who is
present in person by representative or proxy shall have one vote for every share
of which he or she is the holder. Cumulative voting in the election of directors
is not permitted.
1
The Company does not have a policy with regard to members of the Board of
Directors attending Annual General Meetings. Two Board members attended the
prior year's Annual General Meeting.
Proposals 1 to 3 which are described below are ordinary resolutions. Any
other resolutions presented at the meeting would be special resolutions. The
approval of an ordinary resolution requires the affirmative vote of a majority
of the votes cast at the Meeting. The approval of a special resolution requires
an affirmative vote of at least two-thirds of the votes cast at the Meeting.
Accordingly, abstentions and broker non-votes will have no effect on any
resolution voted on at the Meeting.
As of March 31, 2005, there were 64,439,073 Ordinary Shares outstanding and
1,350,365 ADRs outstanding, representing 13,503,650 of those Ordinary Shares or
21.0% of the Company's total outstanding shares. Each Ordinary Share carries one
vote in a poll. Each ADR carries ten votes indirectly through each Ordinary
Share held by the ADR Depositary on the ADR holder's behalf.
For the purposes of this Proxy Statement, the term "vote" shall refer to
either a vote by a holder of Ordinary Shares or instructions to the ADR
Depositary by a holder of ADRs.
PROPOSAL 1 - REPORT OF THE DIRECTORS AND FINANCIAL STATEMENTS
To receive the report of the directors and the financial statements for the
year ended December 31, 2004, together with the report of the independent
auditors thereon.
Our Articles of Association provide that each year the above shall be
presented before a General Meeting of Shareholders. The Board of Directors
recommends a vote for the acceptance of the report of the directors and
financial statements for the year ended December 31, 2004, together with the
report of the independent auditors thereon.
PROPOSAL 2 - ELECTION OF DIRECTOR
To re-elect a director, Victor A. Hebert, who is retiring by rotation.
Our Articles of Association provide that at each Annual General Meeting,
one-third (or the number nearest to but not exceeding one-third) of the
directors other than Arthur I. Trueger, who, as he is also our managing
director, does not retire by rotation nor is counted in calculating the number
of directors to retire by rotation, shall retire from office by rotation. Under
our Articles of Association, there shall be no less than three directors. The
directors (other than Mr. Trueger) are elected to hold office until they are
subject to retirement by rotation. Victor A. Hebert, the nominated director for
2005, has informed us that he is willing to serve as a director. No person other
than a director retiring at the meeting shall, unless recommended by our Board
of Directors, be eligible for election to the office of director at any Annual
General Meeting unless not less than seven, nor more than twenty-eight (28)
days, before the date appointed for the meeting, a notice in writing signed by a
shareholder, and a notice in writing signed by that person of his willingness to
be elected, has been left at our registered office in Jersey.
Our Board of Directors may appoint any person to be a director, either to
fill a casual vacancy or as an additional director. Any director so appointed
shall hold office only until the next Annual General Meeting and shall then be
eligible for re-appointment, but shall not be taken into account in determining
the directors who are to retire by rotation at such meeting.
The following director, already being a member of our Board of Directors
and eligible for re-election, retires by rotation and is nominated for
re-election at this Annual General Meeting.
Victor A. Hebert Mr. Hebert, age 67, has been a non-executive director
Deputy Chairman since the Company's incorporation in January 1985 and
Deputy Chairman since February 1996. He is a senior
member of the law firm Heller, Ehrman, White & McAuliffe
LLP in San Francisco, California, having joined the firm
in
2
1962. He also serves as Secretary to Nextest Systems
Corporation. Mr. Hebert is a member of the Compensation
Committee.
Subject to re-election, Mr. Hebert will be required to retire by rotation
again at the Annual General Meeting in 2008, provided that no additional
directors are appointed, or existing directors resign, before that time.
The Board of Directors recommends a vote FOR the re-election of Victor A.
Hebert as a director.
PROPOSAL 3 - APPOINTMENT OF INDEPENDENT AUDITORS
To re-appoint BDO Stoy Hayward, LLP and BDO Seidman, LLP as our independent
auditors and to authorize the directors to fix their remuneration.
We expect that representatives of BDO Stoy Hayward, LLP will be present at
the Annual General Meeting and will be given the opportunity to make a statement
if they desire to do so and to respond to appropriate questions. BDO Stoy
Hayward, LLP and BDO Seidman, LLP were appointed as our auditors in July 2002.
The Board of Directors recommends a vote FOR the proposal to re-appoint BDO
Stoy Hayward, LLP and BDO Seidman, LLP as our independent auditors and to
authorize the directors to fix their remuneration.
BOARD OF DIRECTORS AND COMMITTEES
Biographical information about each director continuing in office is
provided below:
Arthur I. Trueger Mr. Trueger, age 56, is the founder and a principal
Executive Chairman shareholder of Berkeley Technology Limited. He has
worked for us for more than 28 years and holds A.B.,
M.A. and J.D. degrees from the University of California.
Director continuing in office for a term expiring in 2006:
Harold E. Hughes, Jr. Mr. Hughes, age 59, has been a non-executive director
since January 1987. He is Chief Executive Officer and a
director of Rambus, Inc., a chip-semiconductor interface
supplier. Previously, he was Chairman of Pandesic LLC,
an eCommerce software supplier owned jointly by Intel
Corporation and SAP, from 1997 to 2000. Prior to
Pandesic, he was employed by Intel Corporation for 23
years, during which time he held a number of positions
in financial and operational management. He also serves
on the boards of Xilinx, Inc. and REMEC, Inc. Mr. Hughes
is a member of the Audit, Business Development and
Compensation Committees.
Director continuing in office for a term expiring in 2007:
The Viscount Trenchard Lord Trenchard, age 54, has been a non-executive
director since August 1999. He is a Senior Adviser to
Prudential Financial, Inc., a provider of international
private client wealth management services, Chairman of
Endsleigh Fishing Club Limited, Chairman of The Dejima
Fund Limited, a director of Dryden Wealth Management
Limited and a director of Japan Society Publications
Limited. He was a director of Robert Fleming and Co.
Limited, or one of its principal subsidiaries, from 1996
to 2000, where he was also head of Japanese Investment
Banking. Previously, he was a
3
director of Kleinwort Benson Limited from 1986 to 1996,
whose Tokyo office he managed for many years. Lord
Trenchard is a member of the Audit and Business
Development Committees.
The above retirement dates assume that no additional directors are
appointed, or existing directors resign, during the period. Retiring directors
are eligible for re-election.
Meetings of the Board
Our Board of Directors held five meetings during 2004. The Board has three
committees: Audit, Compensation and Business Development. The Audit Committee
held four meetings during 2004, and there were no meetings held by the
Compensation Committee and the Business Development Committee. Director
attendance at all Board and committee meetings was 91% during 2004.
Committees of the Board
Audit Committee
Members: Harold E. Hughes, Jr. (Chairman), The Viscount Trenchard, John Clennett
(retired on January 7, 2005)
Our Board of Directors has adopted a written charter for the Audit
Committee, which is attached to this Proxy Statement as Appendix A (as amended
and restated on February 18, 2005). The primary functions of the Audit Committee
are to assist the Board of Directors in fulfilling its oversight
responsibilities by reviewing the adequacy of (i) the financial reporting
process (including reviewing the selection, application and disclosure of
critical accounting policies), (ii) financial information that will be provided
to shareholders and others, (iii) the systems of internal financial controls
that management and the Board have established, and (iv) our audit process and
to consider issues raised by the independent auditors. In addition, the Audit
Committee is responsible for considering and recommending the appointment of,
and reviewing fee arrangements with, our independent auditors. The Audit
Committee was comprised of three independent directors until John Clennett's
retirement on January 7, 2005. The Audit Committee Charter was amended on
February 18, 2005 such that the committee shall be comprised of two independent
directors (see Appendix A). During 2004, the Audit Committee met four times.
Compensation Committee
Members: Victor A. Hebert, Harold E. Hughes, Jr.
The Compensation Committee approves all elements of compensation for the
Executive Chairman, including bonuses, other than grants of share options. The
Compensation Committee recommends all grants of share options for the Executive
Chairman, executive officers and employees to the Trustees of The London Pacific
Group 1990 Employee Share Option Trust. During 2004, the Compensation Committee
did not hold any meetings.
Business Development Committee
Members: Harold E. Hughes, Jr., The Viscount Trenchard
The Business Development Committee was established on March 31, 2001 for
the purpose of dealing generally with all aspects of new business areas,
including expanding existing business internationally. Formal committee meetings
are not generally held, as individual committee members undertake specific
responsibilities for areas of new business development. During 2004, the
Business Development Committee did not hold any meetings.
4
Nomination Committee
Due to the small size of the Board it is considered unnecessary for there
to be a specific Nomination Committee and the whole Board acts in this capacity
as and when required. The Board of Directors was comprised of five members (four
of whom were non-executive directors) until John Clennett's retirement on
January 7, 2005. This Board vacancy will not be filled at this time and the
Board will remain at four members (three of whom are non-executive directors).
The non-executive directors are also all independent as defined by the New York
Stock Exchange listing standards.
The Board of Directors meets quarterly and any nominations arising would
normally be considered at those quarterly meetings. There is no written charter
for the Board in relation to nominations and one is not considered necessary due
to the infrequency of new Board appointments. If and when Board vacancies arise,
the Board would consider applicants from a wide range of sources including
recommendations from any existing director or officer. The Company may also use
a third-party search firm depending upon the circumstances at the time of the
vacancy. While there are no minimum qualifications as such for nominees, the
Board would look for candidates with appropriate experience and background
relative to the requirements of the Company at the time of the nomination. The
Board does not accept unsolicited shareholder recommendations due to the small
size of the Board, which is considered appropriate for the Company, and the
infrequency of new Board appointments.
No nominations for director were received for consideration during 2004 or
2005 to date.
DIRECTORS' COMPENSATION
Annual Compensation
Each director receives a base annual fee of $3,750, except for the
Executive Chairman who, effective June 30, 2001, no longer receives this fee.
The Deputy Chairman receives an additional annual fee of $5,000. Each director
on the Audit Committee and Compensation Committee receives an additional annual
fee of $3,750, and each director on the Business Development Committee receives
an additional annual fee of $5,000. Lord Trenchard receives an additional annual
fee of $10,000 for administrative duties performed for the Company in Jersey.
Until his retirement on January 7, 2005, John Clennett received an additional
annual fee of $6,250 for administrative duties performed for the Company in
Jersey.
Share Option Plan
Under The London Pacific Group 1990 Employee Share Option Trust, a
non-executive director may be granted options to purchase our Ordinary Shares,
generally at an option exercise price equal to the market value of the Ordinary
Shares as of the date of the grant. Options expire seven or ten years from the
date of grant. Under this plan, no options were granted to non-executive
directors during 2004.
The Executive Chairman makes recommendations to the Trustees of The London
Pacific Group 1990 Employee Share Option Trust in relation to such grants to the
non-executive directors.
LEGAL PROCEEDINGS INVOLVING OFFICERS AND DIRECTORS
No material legal proceedings have been made against any of our executive
officers or directors with respect to their duties to the Company.
5
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL
SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to
beneficial ownership of Ordinary Shares as of March 23, 2005 for each person who
is known by us to own beneficially more than 5% of the Ordinary Shares
(including Ordinary Shares underlying ADRs), for directors and executive
officers named in the Summary Compensation Table on page 8 of this Proxy
Statement, and for all directors and executive officers as a group.
Amount and Nature of Ownership (1)
-----------------------------------------------------------------------------
Options
Number of Exercisable Total Shares Percent of
Ordinary Within 60 Days of Beneficially Outstanding
Name Shares Owned March 31, 2005 (2) Owned Ordinary Shares
- ------------------------------------------------------------------------------------------------------------------
Arthur I. Trueger 19,260,693 3,000,000 22,260,693 34.5%
650 California Street, Suite 2600
San Francisco, California 94108
- ------------------------------------------------------------------------------------------------------------------
The London Pacific Group 13,084,681 - 13,084,681 20.3%
1990 Employee Share
Option Trust (2) (3)
Whiteley Chambers, Don Street
St. Helier, Jersey JE4 9WG
Channel Islands
- ------------------------------------------------------------------------------------------------------------------
Victor A. Hebert (4) 45,000 40,000 85,000 *
- ------------------------------------------------------------------------------------------------------------------
Harold E. Hughes, Jr. - 60,000 60,000 *
- ------------------------------------------------------------------------------------------------------------------
The Viscount Trenchard - 40,000 40,000 *
- ------------------------------------------------------------------------------------------------------------------
Ian K. Whitehead (5) 400 1,534,000 1,534,400 2.4%
- ------------------------------------------------------------------------------------------------------------------
All directors and executive 19,306,093 4,674,000 23,980,093 37.2%
officers as a group (2)
- ------------------------------------------------------------------------------------------------------------------
Peter Gyllenhammar (6) 4,095,000 - 4,095,000 6.4%
39 Cornhill
London EC3V 3NU, England
- ------------------------------------------------------------------------------------------------------------------
SC Fundamental Value 4,072,010 - 4,072,010 6.3%
Fund, L.P. (7)
747 Third Avenue, 27th Floor
New York, New York 10017
- ------------------------------------------------------------------------------------------------------------------
SC Fundamental Value 3,911,990 - 3,911,990 6.1%
BVI, Ltd. (8)
C/o Citco Fund Services (Cayman
Islands) Limited
Corporate Centre
West Bay Road
P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
British West Indies
- ------------------------------------------------------------------------------------------------------------------
<FN>
* Amount represents less than one percent.
(1) Except as described in footnote (4) below, each director and executive officer has sole voting and
investment power with respect to his shares.
(2) The shares underlying the 4,674,000 options exercisable are also included in the 13,084,681 shares held by
The London Pacific Group 1990 Employee Share Option Trust.
6
(3) The Trustees of The London Pacific Group 1990 Employee Share Option Trust are entitled to notice of, and to
vote at the Meeting, with each share entitling them to one vote. The Trust has waived its entitlement to
dividends on any shares held. Victor A. Hebert, Deputy Chairman and a non-executive director, is one of
the three trustees of the Trust.
(4) The number of Ordinary Shares owned by Mr. Hebert includes 40,000 shares held in a pension and profit
sharing trust for the benefit of Mr. Hebert over which he has shared voting and investment power. The
total number of shares beneficially owned by Mr. Hebert does not include any shares owned by The London
Pacific Group 1990 Employee Share Option Trust, of which Mr. Hebert is one of the three trustees, and as to
which shares Mr. Hebert disclaims any beneficial interest, except for his options covering 40,000 shares.
(5) 684,000 of Mr. Whitehead's exercisable options (with an exercise price of $3.39) will expire on April 27,
2005 if unexercised.
(6) We were notified on March 9, 2005 that Forvaltnings AB Bronsstadet, a company wholly-owned by Mr. Peter
Gyllenhammar, acquired 945,000 Ordinary Shares on March 7, 2005. At the same time, we were notified that
Erudite UK Limited, a company also wholly-owned by Mr. Gyllenhammar, transferred the 1,100,000 Ordinary
Shares it owned to Forvaltnings AB Bronsstadet, resulting in that company owning 2,045,000 Ordinary Shares,
and that given Mr. Gyllenhammar's interest in The Union Discount Company of London Limited ("Union
Discount"), which owns 2,050,000 Ordinary Shares, Mr. Gyllenhammar is now interested in a total of
4,095,000 Ordinary Shares.
(7) Based on a notification received on December 15, 2004 which also indicated that 1,840,760 of the Ordinary
Shares owned are held in ADR form.
(8) Based on a notification received on December 15, 2004 which also indicated that 1,768,240 of the Ordinary
Shares owned are held in ADR form.
</FN>
EQUITY COMPENSATION PLANS
The following table is a summary of selected information for our equity
compensation plans as of December 31, 2004.
Number of Shares to Weighted-Average Number of Shares
be Issued Upon Exercise Exercise Price of Remaining Available for
of Outstanding Options, Outstanding Options, Future Issuance Under
Warrants and Rights Warrants and Rights Equity Compensation Plans
- -------------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by shareholders (1) 6,939,500(3) $3.00 (3)
- -------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by shareholders (2) 290,500(3) 3.85 (3)
- -------------------------------------------------------------------------------------------------------------------
Total 7,230,000 $3.03
- -------------------------------------------------------------------------------------------------------------------
<FN>
(1) Relates to The London Pacific Group 1990 Employee Share Option Trust.
(2) Relates to the Agent Loyalty Opportunity Trust which provides for the granting of stock appreciation rights
on the Company's Ordinary Shares to London Pacific Life & Annuity Company's ("LPLA") insurance agents.
Given that LPLA is in liquidation, the status of these awards is unclear.
(3) Our equity compensation plans do not contain a limit on the number of options that may be granted to
employees. However, the plans do not allow for the issuance of previously authorized and unissued shares
to meet the obligations of the plans upon an employee option exercise. When an option is granted, the
trust that administers the plan borrows funds from us or one of our subsidiaries and uses those funds to
purchase the number of shares underlying the option grant. The maximum loan allowed in any given year is
equal to 5% of the Group's consolidated net assets as of the end of the previous fiscal year.
</FN>
7
EXECUTIVE COMPENSATION
Our executive officers receive annual salaries and are also eligible for an
annual bonus. Mr. Trueger and Mr. Whitehead currently receive salaries of
$300,000 and (pound)150,000 (approximately $283,500 at an exchange rate of
(pound)1 = $1.89), respectively. Mr. Whitehead has agreed to waive
(pound)350,000 (approximately $661,500) out of his base salary of (pound)500,000
(approximately $945,000) until he gives further notice. The amount of any annual
bonus award to the Executive Chairman is determined by the Compensation
Committee of the Board of Directors based on the performance of the Company and
its subsidiaries. The amount of any annual bonus award to the Chief Financial
Officer is determined by the Executive Chairman.
The following table sets forth the cash and non-cash compensation paid to
our Executive Chairman and Chief Financial Officer for the last three fiscal
years. We have no executive officers other than Mr. Trueger and Mr. Whitehead.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
--------------------------------------------------------- -------------
Securities
Name and Principal Other Annual Underlying All Other
Position Year Salary Bonus Compensation (1) Options Compensation (2)
$ $ $ # $
- ---------------------------------------------------------------------------------- ------------- ----------------
Arthur I. Trueger 2004 300,000 0 0 0 0
Executive Chairman 2003 300,000 0 0 0 0
2002 537,500 0 9,010 0 0
- -------------------------------------------------------------------------------------------------------------------------
Ian K. Whitehead 2004 274,750 0 0 0 49,455
Chief Financial 2003 229,975 0 0 0 40,676
Officer 2002 297,035 0 0 1,000,000 143,000
- -------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Amount relates to a life insurance policy.
(2) Amounts represent pension plan contributions.
</FN>
Employment Agreement with the Chief Financial Officer
Mr. Whitehead joined us in September 1990 as Chief Financial Officer. His
employment is terminable either by the Company on twelve (12) months written
notice or by Mr. Whitehead on six (6) months written notice.
The base salary of the Chief Financial Officer is reviewed annually by the
Executive Chairman who takes into account the performance of the Group and the
contribution made by the Chief Financial Officer to the Group during the
previous twelve months. Bonus awards are also determined by the Executive
Chairman.
The number of share options held by the Chief Financial Officer is reviewed
annually by the Executive Chairman. Additional share option grants to the Chief
Financial Officer are recommended by the Executive Chairman, at his discretion,
to the Compensation Committee, which makes recommendations to the Trustees of
The London Pacific Group 1990 Employee Share Option Trust.
Pension Plan
The Group has a defined contribution plan for the Chief Financial Officer.
This plan was established in 2000, with $49,455 contributed during the year
ended December 31, 2004.
8
Share Option Grants and Exercises
Share options may be granted to the Executive Chairman under The London
Pacific Group 1990 Employee Share Option Trust. The Compensation Committee of
the Board of Directors considers the responsibilities and performance of the
Executive Chairman and the performance of the Group when determining the number
of options to be recommended to the Trustees of The London Pacific Group 1990
Employee Share Option Trust. The Trust may grant share options to other officers
and employees, following recommendations from the Executive Chairman to the
Compensation Committee, which, if concurring, makes recommendations to the
trustees of the Trust. The objectives of this plan include retaining the best
personnel and providing for additional performance incentives.
Grants to the Executive Chairman are fully vested on the date of grant and
expire seven or ten years from the date of the grant.
Grants to the Chief Financial Officer and other employees are exercisable
generally in four equal installments beginning one year from the date of the
grant, subject to employment continuation, and expire seven or ten years from
the date of the grant.
There were no share option grants made in 2004 to the executive officers
named in the Summary Compensation Table.
There were no option exercises during 2004 under The London Pacific Group
1990 Employee Share Option Trust by the named executive officers. The value of
the share options held by them as of December 31, 2004 is shown in the following
table.
December 31, 2004 Option Values
Number of Value of
Securities Underlying Unexercised In-the-
Unexercised Options as Money Options as of
of December 31, 2004 December 31, 2004 (1)
Shares Acquired Exercisable/ Exercisable/
Name On Exercise Value Realized Unexercisable Unexercisable
# $ # $
- ----------------------------------------------------------------------------------------------------------------
Arthur I. Trueger 0 0 3,000,000 / 0 0 / 0
- ----------------------------------------------------------------------------------------------------------------
Ian K. Whitehead 0 0 1,534,000 / 350,000 0 / 0
- ----------------------------------------------------------------------------------------------------------------
<FN>
(1) Based on the closing price of our Ordinary Shares on December 31, 2004 ((pound)0.11 at an exchange rate of 1.92).
</FN>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Company's Compensation Committee of the Board of Directors (the
"Committee") is comprised of two non-executive directors, Victor A. Hebert and
Harold E. Hughes, Jr., and is responsible for approving and reporting to our
Board of Directors the compensation of our Executive Chairman, including base
salary and bonus. The Compensation Committee is also responsible for
recommending share option grants for our Executive Chairman, our Chief Financial
Officer and our other employees to the Trustees of The London Pacific Group 1990
Employee Share Option Trust, and for reviewing our general compensation
strategy.
Compensation Philosophy and Objectives
It is the philosophy of the Committee and the Company's management that in
order to meet our goal of increasing long-term shareholder value, we must
develop and maintain a compensation program that (i) attracts, motivates and
retains qualified executives and (ii) aligns the financial rewards of our
management with those of our shareholders.
9
Compensation for our executive officers includes salary and generally an
annual bonus award. All executive officers hold share options, but share options
are not necessarily granted every year. In establishing the level of
compensation for each executive officer, the Committee (in the case of the
Executive Chairman) and/or the Executive Chairman (in the case of the Chief
Financial Officer) consider many factors, with the primary factor being the
Group's operating performance and financial position. Other factors include the
executive officer's contribution to the advancement of the Group's operating
performance and financial position, strategic accomplishments such as the
development of new customers or new services and products, the development of
the Group's senior management team and the executive officer's seniority. The
Committee also takes into consideration the compensation levels of senior
executives of comparably sized, publicly held, diversified financial services
companies.
The Committee believes that the best interests of shareholders and
executives will be clearly aligned by providing executives and employees an
opportunity to increase their ownership in the Company. The Committee reviews
the recommendations made by management for the award of share option grants to
executives and employees and if, concurring, the Committee then recommends all
grants of share options for executive officers and employees to the Trustees of
the London Pacific Group 1990 Employee Share Option Trust.
Compensation for the Executive Chairman
The base salary for the Executive Chairman is reviewed annually. The
Executive Chairman is also eligible for an annual bonus award, which may be paid
in either cash or shares of listed equity securities held by the Group.
As set forth under the "Summary Compensation Table" above, the Executive
Chairman received total compensation of $300,000 in 2004, as a base salary.
During 2004, the Executive Chairman was not granted any options to purchase
Ordinary Shares. This compensation was based upon the Committee's qualitative
analysis of the criteria set forth above in the second paragraph under the
heading "Compensation Philosophy and Objectives."
COMPENSATION COMMITTEE
Victor A. Hebert
Harold E. Hughes, Jr.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Management is responsible for the financial reporting process, the
preparation of consolidated financial statements in accordance with generally
accepted accounting principles, the system of internal controls, and procedures
designed to insure compliance with accounting standards and applicable laws and
regulations. The Company's independent auditors are responsible for auditing the
financial statements. The Audit Committee's responsibility is to monitor and
review these processes and procedures. The members of the Audit Committee are
neither professionally engaged in the practice of accounting or auditing. The
Audit Committee relies, without independent verification, on the information
provided to them and on the representations made by management that the
financial statements have been prepared with integrity and objectivity and on
the representations of management and the opinion of the independent auditors
that such financial statements have been prepared in conformity with generally
accepted accounting principles.
The Audit Committee reviewed and discussed the Company's audited financial
statements for the year ended December 31, 2004 with the Company's management
and with the Company's independent auditors, BDO Stoy Hayward, LLP and BDO
Seidman, LLP. The Audit Committee discussed with BDO Stoy Hayward, LLP and BDO
Seidman, LLP the matters required to be discussed by Statement of Auditing
Standards No. 61, "Communication with Audit Committees." The Audit Committee
received the written disclosures and the letter from BDO Stoy Hayward, LLP and
BDO Seidman, LLP required by Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees," and discussed with BDO Stoy
Hayward,
10
LLP and BDO Seidman, LLP its independence. The Audit Committee considered and
believes that the performance of services related to "Audit-Related Fees" and
"Tax Fees" is compatible with maintaining the independence of BDO Stoy Hayward,
LLP and BDO Seidman, LLP.
BDO International transferred their business from a partnership to a
limited liability partnership ("LLP") with effect from January 1, 2004. All
non-U.S. audit services are now provided by BDO Stoy Hayward, LLP, who were
re-appointed as the Company's auditors on January 28, 2004.
For the years ended December 31, 2004 and 2003, BDO Stoy Hayward, LLP, BDO
International and BDO Seidman, LLP billed or will bill the Company for the
following fees:
2004 2003
Audit Fees $181,433 $205,820
Audit-Related Fees (1) $16,740 $36,441
Tax Fees (2) $11,889 $35,448
All Other Fees $0 $0
(1) Primarily related to the audits of our employee benefit plan and
insurance regulatory reports.
(2) Related to tax compliance services.
Based on the Audit Committee's review and discussions above, the Audit
Committee recommended to the Board of Directors that the Company's audited
financial statements be included in its Annual Report on Form 10-K for the year
ended December 31, 2004, for filing with the Securities and Exchange Commission.
Effective August 3, 2003, the Audit Committee is required to pre-approve
all audit and permissible non-audit related fees incurred with the Company's
independent auditors. Fiscal 2003 was a transition year for this new
requirement. Audit-Related Fees and Tax Fees for 2003 were incurred prior to the
effective date of the new requirement and were not pre-approved by the Audit
Committee. With the exception of the third quarter 2003 review, all new projects
authorized after the effective date of this requirement were approved in advance
by the Audit Committee. The Audit Committee has not adopted any additional
pre-approval policies and procedures, but consistent with its charter, which is
set forth in Appendix A, it may do so in the future.
The Audit Committee has considered and concluded that the provision of the
non-audit services in the table above is compatible with maintaining the
independence of BDO Stoy Hayward, LLP and BDO Seidman, LLP.
AUDIT COMMITTEE
Harold E. Hughes, Jr. (Chairman)
The Viscount Trenchard
11
SHARE PERFORMANCE
The graph presented below compares the yearly change in the Company's
cumulative total return on ADRs for the five years ended December 31, 2004, with
the cumulative total returns of the S&P 500 Index and the S&P Insurance Index.
The comparison assumes $100 was invested on December 31, 1999 in each of the
Company ADRs, the stocks included in the S&P 500 Index, and the stocks included
in the S&P Insurance Index. It also assumes reinvestment of all dividends.
Comparison of Five-Year Cumulative Total Return
[GRAPH]
---------- ---------- ---------- ---------- ---------- ----------
1999 2000 2001 2002 2003 2004
- ----------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
Berkeley Technology Limited $ 100.00 $ 86.58 $ 46.82 $ 0.59 $ 2.96 $ 2.01
- ----------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
S&P 500 Index $ 100.00 $ 89.86 $ 78.14 $ 59.88 $ 75.68 $ 82.49
- ----------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
S&P Insurance Index $ 100.00 $ 133.44 $ 115.74 $ 90.77 $ 108.38 $ 114.79
- ----------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
OTHER INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
Related Transactions
We paid legal fees of approximately $36,000 during 2004 to a law firm of
which one of our directors, Victor A. Hebert, is a member.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee during 2004 were Victor A. Hebert
and Harold E. Hughes, Jr., neither of whom have ever been an executive officer
or employee of the Group.
Victor A. Hebert is a senior member of the law firm Heller, Ehrman, White &
McAuliffe LLP in San Francisco, California. We retain this law firm from time to
time as legal counsel on various matters.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and related
regulations require our directors, executive officers, and anyone holding more
than 10% of the Company's Ordinary Shares to report their initial ownership of
the Company's Ordinary Shares and any changes in that ownership to the
Securities and Exchange Commission ("SEC"). We are required to disclose in this
Proxy Statement the failure of any reporting person to file these reports when
due. To our knowledge, based solely on our review of copies of such reports
received by us, we believe that during 2004, all reporting persons of the
Company satisfied these filing requirements.
12
CODE OF ETHICS
On November 12, 2003, the Board of Directors adopted a Code of Ethics (the
"Code") applicable to the Company's Chief Executive Officer, Chief Financial
Officer, Controller, all other officers of the Company, or any other person
serving in an equivalent position. This Code embodies our commitment to conduct
business in accordance with the highest ethical standards and applicable laws,
rules and regulations. The Code was filed as Exhibit 14.1 to our Form 10-K for
the year ended December 31, 2003, filed with the SEC on March 10, 2004.
OTHER MATTERS
We know of no other matters to be presented at the Annual General Meeting
other than those described in this Proxy Statement. In the event that other
business properly comes before the Meeting, the persons named as proxies will
have discretionary authority to vote the shares underlying the ADRs represented
by the accompanying proxy in accordance with their own judgment.
ADDITIONAL INFORMATION
Communications with the Board
Security holders may send communications to the Board, or any member of it,
care of the Secretary at the Group's head office in Jersey. Any appropriate
delivery instructions clearly marked on the face of the communication or its
envelope will be adhered to. Communications to the Board or any member of the
Board, without such specific delivery instructions, will be dealt with at the
discretion of the Company's Secretary, and if necessary, in conjunction with the
Company's Executive Chairman.
Shareholder Proposals for 2006 Annual General Meeting
ADR holders are entitled to present proposals for action at a forthcoming
meeting of shareholders if they comply with the requirements of the SEC's proxy
rules. Any proposals intended to be presented at the 2006 Annual General Meeting
of Shareholders of Berkeley Technology Limited must be received at our
registered office in Jersey, Channel Islands on or before December 23, 2005 in
order to be considered for inclusion in our proxy materials relating to such
meeting.
Availability of Annual Report on Form 10-K
A copy of our Annual Report on Form 10-K for the year ended December 31,
2004, as filed with the SEC, will be furnished without charge to ADR holders
upon receipt by us of a request addressed to:
Robert A. Cornman
Secretary
Berkeley Technology Limited
Minden House, 6 Minden Place
St. Helier, Jersey JE2 4WQ
Channel Islands
13
The enclosed form of proxy has been prepared at the direction of the
Company, of which you are an ADR holder, and is sent to you at the request of
our Board of Directors.
BERKELEY TECHNOLOGY LIMITED
By Order of the Board of Directors
/s/Robert A. Cornman
Robert A. Cornman
Secretary
St. Helier
Jersey, Channel Islands
April 22, 2005
14
APPENDIX A
AUDIT COMMITTEE CHARTER
Adopted by the Board of Directors of
Berkeley Technology Limited
Amended and Restated on February 18, 2005
Composition:
The Audit Committee shall be composed of two or more directors, as
determined by the Board of Directors, each of whom shall meet the independence
and financial literacy requirements of the Securities Exchange Commission (SEC),
and at least one of whom shall have past employment experience in finance or
accounting, requisite professional certification in accounting or any other
comparable experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities and such other attributes necessary to satisfy the "audit
committee financial expert" requirements established by the SEC's final rules
("Final Rules") implementing Section 407 of the Sarbanes-Oxley Act of 2002, as
amended (the "Act").
In determining if each member of the Audit Committee satisfies the minimum
standards for being considered "independent" under the Final Rules, no such
member (or the member's family, law firm, accounting firm, consulting firm,
investment banking firm or financial advisory firm) shall (x) accept or receive,
directly or indirectly, any consulting, advisory or other compensatory fee from
the Company or any of its subsidiaries, other than fees for board or board
committee service, or (y) be an affiliated person of the Company or any of its
subsidiaries, other than in the capacity of a Director of the Company.
Unless a chairperson is designated by the Board of Directors, the members
of the Audit Committee may appoint their own chairperson by majority vote.
Responsibilities:
1. Select, nominate, appoint, retain (or terminate) and compensate the
Company's independent auditors; directly evaluate and oversee the
performance of the independent auditors and, if so determined by the Audit
Committee, replace the independent auditors, it being acknowledged that the
independent auditors are ultimately accountable to the shareholders of the
Company. In addition, the Audit Committee shall review the range and cost
of audit and non-audit services performed by the independent auditors;
approve in advance the engagement of the independent accounting firm for
all audit services and non-audit services, based on independence,
qualifications and, if applicable, performance, and approve the fees and
other terms of any such engagement. The Audit Committee shall meet as often
as is necessary, holding such regular or special meetings as may be called
by the Chairman of the Audit Committee, or at the request of the
independent auditors. The Audit Committee shall ensure that the independent
auditors report directly to the Audit Committee, not management.
2. Ensure the receipt of, and evaluate, the written disclosures and the letter
that the independent auditors submit to the Audit Committee regarding the
auditors' independence in accordance with the Act, the Final Rules, and
Independence Standards Board Standard No. 1, discuss such reports with the
auditors and, if so determined by the Audit Committee in response to such
reports, take appropriate action to address issues raised by such
evaluation, and ensure the rotation of the lead audit partner having
primary responsibility for the audit, as required by law.
3. Discuss with the independent auditors the matters required to be discussed
by Statement of Auditing Standards No. 61, as it may be amended, modified
or supplemented, and in particular, describing all relationships between
the independent auditors and the Company, and discuss with the independent
auditors any relationships or services that may impact their objectivity or
independence; and confer with
15
the independent auditors and management concerning the scope of the
independent auditors' examination of the books and records of the Company
and its subsidiaries; direct the attention of the independent auditors to
specific matters or areas deemed by the Audit Committee to be of special
significance; and authorize the independent auditors to perform
supplemental reviews or audits as the Audit Committee may deem necessary,
appropriate or desirable.
4. Instruct management and the independent auditors that the Audit Committee
expects to be informed if there are any subjects that require special
attention or if they perceive any significant weaknesses in the Company's
information and reporting systems, as well as significant risks, exposures,
complex or unusual transactions, audit activities and audit findings;
review with the independent auditors any significant difficulties
encountered during the course of the audit, any restrictions on the scope
of work or access to requested or required information and any significant
disagreement among management and the independent auditors in connection
with the preparation of financial statements.
5. Meet with management and the independent auditors to discuss the annual
financial statements and the report and opinion of the independent auditors
thereon, and to discuss significant issues encountered in the course of the
audit work, including significant changes in accounting principles or the
application therein, restrictions on the scope of activities, access to
required information and adequacy of internal financial controls; discuss
with management all Section 302 and Section 906 certifications required by
the Act, and review management's report on internal controls and the
independent auditor's attestation on management's assertions as required by
Section 404 of the Act.
6. Review the management letter delivered by the independent auditors in
connection with the audit, earnings press releases, including pro forma or
adjusted non-GAAP information, and other financial information or earnings
guidance given to analysts and rating agencies.
7. Meet quarterly with management and the independent auditors to review
interim financial statements, and to discuss the quarterly financial
statements prior to the filing of the Form 10-Q; provided that this
responsibility may be delegated to the Chairman of the Audit Committee.
8. Meet at least once each year in separate executive sessions with management
and the independent auditors to discuss matters that any of them or the
Audit Committee believes could significantly affect the financial
statements and should be discussed privately; discuss alternative
treatments of financial information within generally accepted accounting
principles that the independent auditors have discussed with management,
the ramifications of the use of such alternative disclosures and treatments
and the treatment preferred by the independent auditors, as well as
regulatory and accounting initiatives, off-balance sheet structure on the
financial statements of the Company. In addition, the Audit Committee shall
perform an annual self-evaluation.
9. Have such meetings with management and the independent auditors as the
Audit Committee deems necessary, appropriate or desirable to discuss
significant financial risk exposures facing the Company and management's
plans for monitoring and controlling such exposures; and to obtain from the
independent auditors their recommendations regarding internal controls and
other matters relating to the accounting procedures and the books and
records of the Company and its subsidiaries; review and discuss with
management the adequacy of the Company's internal controls and procedures
for financial reporting.
10. Review significant changes to the Company's accounting principles and
practices proposed by the independent auditors or management.
11. Conduct or authorize such inquiries into matters within the Audit
Committee's scope of responsibility as the Audit Committee deems
appropriate and as otherwise required by the Act and the Final Rules. The
Audit Committee shall review all related party transactions on an ongoing
basis and approve any related party transaction. The Audit Committee shall
be empowered to retain independent counsel and other professional advisors,
including counsel, as it deems necessary to carry out its duties and to
16
assist in the conduct of any such inquiries. The Audit Committee shall also
establish procedures for the receipt, retention and treatment of complaints
regarding accounting, internal accounting controls or auditing matters,
including procedures for the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing
matters.
12. Provide minutes of Audit Committee meetings to the Board of Directors, and
report to the Board of Directors on any significant matters arising from
the Audit Committee's work.
13. At least annually, review and reassess this charter, the Audit Committee's
budget, staffing and independence, and, if appropriate, recommend proposed
changes to the Board of Directors.
14. Prepare the report required by the rules of the SEC to be included in the
Company's annual proxy statement.
15. In the performance of its responsibilities, the Audit Committee is the
representative of the shareholders. However, it is not the responsibility
of the Audit Committee to plan or conduct audits, or to determine whether
the Company's financial statements are complete and accurate or in
accordance with generally accepted accounting principles.
17
Berkeley Technology Limited
Instructions to The Bank of New York, as Depositary
(Must be received prior to the close of business on August 3, 2005)
This proxy is solicited on behalf of the Company's Board of Directors.
The undersigned registered holder of one or more American Depositary
Receipts ("Receipts") of Berkeley Technology Limited (the "Company") hereby
requests and instructs The Bank of New York, as Depositary, to vote or cause to
be voted the number of shares represented by such Receipt(s) of the Company,
registered in the name of the undersigned on the books of the Depositary as of
the close of business April 15, 2005, at the Annual General Meeting of the
Shareholders of the Company to be held on August 10, 2005, in respect of the
resolutions specified on the reverse.
NOTES:
The Depositary shall not vote or attempt to exercise the right to vote that
attaches to the shares or other Deposited Securities, other than in accordance
with such instructions. If this form is not signed, dated and returned, the
Depositary will not vote such shares.
BERKELEY TECHNOLOGY LIMITED
P.O. BOX 11230
NEW YORK, N.Y. 10203-0230
To include any comments, please mark this box. / /
Please complete and date this proxy on the reverse side and return it
promptly in the accompanying envelope.
DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
Mark, Sign, Date and Return /X/
the Proxy Card Promptly Votes must be indicated
Using the Enclosed Envelope. (x) in Black or Blue ink.
FOR AGAINST ABSTAIN
Ordinary Business
1. To receive the report of the directors
and the financial statements for the year / / / / / /
ended December 31, 2004, together with the
report of the independent auditors thereon.
2. To re-elect a director, Victor A. / / / / / /
Hebert, who is retiring by rotation.
3. To re-appoint BDO Stoy Hayward, LLP and
BDO Seidman, LLP as independent auditors of / / / / / /
the Company and to authorize the directors
to fix their remuneration.
Other Business
4. To act on any other matters that may properly / / / / / /
come before the meeting.
The Board of Directors knows of no other matters which
may be presented for shareholder action at the meeting.
To date, no shareholder proposals have been received
by the Company. However, if other matters do properly
come before the meeting, it is intended that the persons
named in the proxies will vote upon such matters in
accordance with their best judgment.
To change your address, please mark this box. / /
SCAN LINE
The Voting Instruction must be signed by the person in whose
name the relevant Receipt is registered on the books of the
Depositary. In the case of a Corporation, the Voting
Instruction must be executed by a duly authorized Officer or
Attorney.
----------- --------------------- ------------------
Date Share Owner sign here Co-Owner sign here