UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
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/ / Definitive Proxy Statement
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/ / Soliciting Material Pursuant to Section240.14a-12
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[CARRIER 1 LOGO]
CARRIER 1 INTERNATIONAL S.A.
SOCIETE ANONYME
Stig Johansson
Director, President and Chief Executive Officer
May __, 2001
To Our Shareholders:
We have set our 2001 annual meeting of shareholders for Tuesday, June 12,
2001, to commence at 11:00 a.m. (local time) at Le Royal Hotel, 12 Boulevard
Royal, L-2449, Luxembourg.
At the annual meeting, shareholders will consider and vote on matters we are
required to submit to you under the law of Luxembourg, the country of our
organization. These matters consist of approval of our statutory accounts and
the related reports of our Board of Directors and our statutory auditors, the
allocation of the financial result for the year ended December 31, 2000 and the
discharge under Luxembourg Law of our Board's and our statutory auditors'
execution of their mandates for the year ended December 31, 2000. These are
important matters and we urge each of you to sign, date, and return the enclosed
proxy cards as promptly as possible, even if you plan to attend the meetings.
We appreciate the continuing support of our shareholders.
On behalf of the Board of Directors,
[/S/ STIG JOHANSSON]
Stig Johansson
Director, President and
Chief Executive Officer
[CARRIER 1 LOGO]
CARRIER 1 INTERNATIONAL S.A.
SOCIETE ANONYME
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
DATE: Tuesday, June 12, 2001
TIME: 11:00 a.m.
PLACE: Le Royal Hotel
12 Boulevard Royal
L-2449, Luxembourg.
MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING:
1. Approval of the Company's statutory accounts for the year ended
December 31, 2000, and the reports of the Company's statutory auditors,
dated May 7, 2001, and the Board of Directors on the statutory accounts,
dated May 7, 2001.
2. Determination to apply the profit reported by the Company for the year ended
December 31, 2000, towards the reduction of the loss carried forward from
the previous period ended December 31, 1999 and that the balance be carried
foward to the next financial year.
3. Discharge of the Board of Directors of the Company--pursuant to Article 74
of Luxembourg's Company Law--from the execution of their mandate as
directors for the year ended December 31, 2000.
4. Discharge of the statutory auditors of the Company--pursuant to Article 74
of Luxembourg's Company Law--from the execution of their mandate as
statutory auditors for the year ended December 31, 2000.
5. Any other matter properly brought before the shareholders at the annual
meeting or any adjournment thereof, including procedural matters relating to
the conduct of the meeting under the Luxembourg Company Law.
The address of the Company's registered office is Route d'Arlon 3, L-8009
Strassen, Luxembourg and its telephone number is 411 297 2600. The Company is
organized in Luxembourg as a Societe Anonyme with registrar number RC Luxembourg
B 65864.
On Behalf of the Board of Directors,
Stig Johansson
Director, President
and Chief Executive Officer
May __, 2001
[CARRIER 1 LOGO]
CARRIER 1 INTERNATIONAL S.A.
SOCIETE ANONYME
ROUTE D'ARLON 3
L-8009 STRASSEN, LUXEMBOURG
------------------------
PROXY STATEMENT
Your votes at the annual meeting are important to us. Please vote your
common shares of the Company's capital by completing the enclosed proxy cards
and returning them to us in the enclosed envelopes. This Proxy Statement has
information about the annual meeting and was prepared by the Company's
management for the Board of Directors. This Proxy Statement was first mailed to
shareholders on May __, 2001.
CONTENTS
GENERAL INFORMATION ABOUT VOTING............................ 2
PROPOSAL NOS. 1-4 PROPOSALS FOR SUBMISSION TO THE
SHAREHOLDERS UNDER LUXEMBOURG LAW......................... 4
DIRECTORS AND EXECUTIVE OFFICERS............................ 5
BOARD OF DIRECTORS.......................................... 8
BENEFICIAL OWNERSHIP........................................ 9
OTHER MATTERS............................................... 12
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING............... 12
MATERIAL INCORPORATED BY REFERENCE.......................... 12
ANNEX A--STATUTORY ACCOUNTS AND RELATED REPORTS............. A-1
GENERAL INFORMATION ABOUT VOTING
WHO IS SOLICITING YOUR VOTE?
These proxy materials are furnished in connection with the solicitation by
the Board of Directors of Carrier 1 International S.A. ("Carrier1," "Carrier1
International" or the "Company") of proxies to be voted at the Company's 2001
annual meeting and at any meeting following an adjournment, postponement, or
continuation of the meeting.
WHO CAN VOTE?
You can vote your shares of the Company's capital if our records show that
you owned the shares on May 18, 2001. If your shares are held in the name of
your broker, a bank, or other nominee, that party may have other procedures for
determining your entitlement to vote. You should contact that party for more
information about this. A total of 42,862,853 common shares of the Company's
capital can vote at the meetings. You get one vote for each common share of the
Company's capital. The enclosed proxy cards show the number of shares you can
vote.
WHO ARE THE PROXYHOLDERS?
The persons named in the enclosed proxy are directors or officers of the
Company. A shareholder has the right to appoint a person (who need not be a
shareholder of the Company) as proxy to attend and act on such shareholder's
behalf at the annual meeting.
HOW DO I VOTE BY PROXY?
Follow the instructions on the enclosed proxy cards to vote on each proposal
to be considered at the annual meeting. Sign and date the proxy cards and mail
them back to us in the enclosed envelopes. The common shares of the Company's
capital represented by any valid proxy in favor of management's nominees named
in the accompanying proxy will be voted for, against, or withheld from voting
(abstain) on all matters specified in the form of proxy, in accordance with any
specification or instruction made by a shareholder on the proxy. In the absence
of any such specification or instruction, such common shares of the Company's
capital will be voted for, against, or withheld from voting (abstain) on all of
the matters specified in the form of proxy as the proxyholder shall determine,
in his discretion.
The accompanying proxies for the annual meeting confer discretionary
authority upon the persons named therein with respect to amendments or
variations to matters identified in this notice and proxy statement and with
respect to such other business or matters which may properly come before the
annual meeting or any adjournment.
WHAT IF OTHER MATTERS COME UP AT THE MEETINGS?
The matters described in this proxy statement are the only matters we know
of that will be voted on at the annual meeting. If other matters are properly
presented at the meeting, the proxyholders will vote your shares as they see
fit.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARDS?
Yes. At any time before the vote on a proposal, you can change your vote
either by giving us a written notice revoking your proxy card or by signing,
dating, and returning to us a new proxy card. We will honor the proxy card with
the latest date.
2
CAN I VOTE IN PERSON AT THE ANNUAL MEETING RATHER THAN BY COMPLETING THE PROXY
CARDS?
Although we encourage you to complete and return the proxy cards to ensure
that your vote is counted, you can attend the annual meeting and vote your
shares in person.
WHAT DO I DO IF MY SHARES ARE HELD IN "STREET NAME"?
If your shares are held in the name of a bank, broker or other nominee, that
party should give you instructions for voting your shares. Please contact the
person responsible for your account and give instructions for a proxy card to be
signed representing your common shares of the Company's capital. We urge you to
confirm in writing your instructions to the person responsible for your account.
You should provide instructions to that custodian in connection with having your
shares voted at the Annual General Meeting. Please contact the person
responsible for your account and give instructions as to how you wish your share
capital to be voted. If you have any questions regarding the voting of your
shares, please contact Innisfree M&A Incorporated at (888) 750-5834 within the
United States or (212) 750-5833 outside United States. Their address is
501 Madison Avenue, New York, New York 10022, U.S.A. ADR holders may contact
Bankers Trust at (212) 250-7106. Their address is 4 Albany Street, 3rd Floor,
New York, New York 10006, U.S.A.
WHO PAYS FOR THIS PROXY SOLICITATION?
We do. In addition to sending you these materials, some of our employees may
contact you by telephone, by mail, or in person. None of these employees will
receive extra compensation for doing this. We have retained Innisfree M & A
Incorporated to assist us in soliciting your proxy for a fee of $8,500, plus
reasonable out-of-pocket expenses. We also are using Bankers Trust in relation
to the solicitation of proxies and we will reimburse them for reasonable
out-of-pocket expenses.
WE WILL REQUEST THAT BANKS, BROKERAGE HOUSES, AND OTHER CUSTODIANS,
NOMINEES, AND FIDUCIARIES FORWARD OUR PROXY SOLICITATION MATERIALS TO THE
BENEFICIAL OWNERS OF COMMON SHARES OF OUR CAPITAL THAT SUCH INSTITUTIONS HOLD OF
RECORD. WE WILL REIMBURSE SUCH INSTITUTIONS FOR THEIR REASONABLE OUT-OF-POCKET
EXPENSES.
HOW ARE VOTES COUNTED?
Under Luxembourg law, actions requiring the approval of shareholders can
generally be taken at an ordinary meeting, including the annual meeting, by
approval of the holders of a simple majority of shares present or represented,
and voting, without regard to any minimum quorum requirements. Other actions
specified by Luxembourg law or the articles of incorporation may require a
super-majority vote or a specified quorum. If a quorum that is required is not
achieved, a new meeting may be called at which no quorum is required.
A broker "non-vote" occurs when a nominee holding shares for a beneficial
owner does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner. As abstentions and broker non-votes are
not votes cast, they will not be counted among the shares voted on matters at
the annual meeting which require the approval of the majority of shares voted.
Our register of shareholders indicates that one shareholder of record,
Carrier One, LLC, holds enough shares by itself to approve each of the proposals
presented here. We believe Carrier One, LLC will vote "FOR" approval of the
proposals. Information about the beneficial owners of Carrier1 and Carrier One,
LLC appears in this proxy statement.
3
PROPOSAL NOS. 1-4
PROPOSALS FOR SUBMISSION TO THE
SHAREHOLDERS UNDER LUXEMBOURG LAW
The Board will submit to the shareholders at the annual meeting for their
consideration and approval the following matters as required by Luxembourg's
Company Law:
1. A proposal to approve the Company's statutory accounts for the year ended
December 31, 2000, and the reports of the Company's statutory auditors,
dated May 7, 2001, and the Board of Directors on the statutory accounts,
dated May 7, 2001.
2. A proposal to apply the profit reported by the Company for the year ended
December 31, 2000, towards the reduction of the loss carried forward from
the previous period ended December 31, 1999 and that the balance be carried
forward to the next financial year.
3. A proposal to discharge the Board of Directors of the Company--pursuant to
Article 74 of Luxembourg's Company Law--from the execution of their mandate
as directors for the year ended December 31, 2000.
4. A proposal to discharge the statutory auditors of the Company--pursuant to
Article 74 of Luxembourg's Company Law--from the execution of their mandate
as statutory auditors for the year ended December 31, 2000.
WE RECOMMEND THAT YOU VOTE "FOR" APPROVAL OF THESE PROPOSALS
Our statutory accounts and the related reports are attached as Annex A to
these proxy materials. Because these accounts and reports are presented to you
only for purposes of Luxembourg law, we urge you to read them together with the
consolidated financial statements and other information that are included in our
Annual Report for 2000, which we are sending with these proxy materials.
Article 74 of Luxembourg's Company Act sets forth that the shareholders at
the annual meeting, after having heard the reports of the statutory auditors and
the board of directors and discussing the annual accounts, vote on the approval
of the annual accounts and the discharge to be given to the directors and the
statutory auditors. The approval of Proposals 3. and 4. will have the effect of
preventing the Company from making claims against a director or our statutory
auditors, respectively, for breach of his or their duties under Luxembourg law
from the period of our organization through December 31, 2000.
Our independent statutory auditors for the year ended December 31, 2000 were
Deloitte & Touche SA, Luxembourg. A representative of our statutory auditors is
not expected to be present at the annual meeting and will therefore not be
available to respond to questions.
4
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
directors and executive officers of Carrier1 as of December 31, 2000.
NAME AGE POSITION WITH CARRIER1
- ---- -------- ----------------------
Stig Johansson....................... 58 Chief Executive Officer, President and Director of
Carrier1 International
Eugene A. Rizzo...................... 49 Executive Vice President, Voice and Access Services
Terje Nordahl........................ 53 Chief Operating Officer
Joachim W. Bauer..................... 56 Executive Vice President and Chief Financial Officer
Kees van Ophem....................... 38 Executive Vice President, Corporate Services and General
Counsel
Neil E. Craven....................... 32 Executive Vice President, Infrastructure Development and
Bandwidth Sales
Alex Schmid.......................... 32 Executive Vice President, Strategic Development
Pim Versteeg......................... 44 Executive Vice President, Broadband Solutions
Glenn M. Creamer..................... 38 Director of Carrier1 International
Jonathan E. Dick..................... 42 Director of Carrier1 International
Mark A. Pelson....................... 38 Director of Carrier1 International
Victor A. Pelson..................... 63 Director of Carrier1 International
Thomas J. Wynne...................... 60 Director of Carrier1 International
STIG JOHANSSON has served as a director of Carrier1 International since
August 1998 and as our Chief Executive Officer and President since March 1998
and has more than 30 years of experience in the telecommunications industry.
Prior to founding Carrier1, Mr. Johansson was President of Unisource Carrier
Services AG from September 1996 until February 1998, where he was responsible
for transforming Unisource Carrier Services from a network development and
planning company into a fully commercial, wholesale carrier of international
traffic. Mr. Johansson was a member of Unisource N.V.'s supervisory board from
1992 until 1996. Prior to joining Unisource Carrier Services, Mr. Johansson
worked for Telia AB, the Swedish incumbent telephone operator, where he was most
recently Executive Vice President. During his 26 years at Telia, Mr. Johansson
held a variety of positions. He began in 1970 working in engineering operations
and rose to head of strategic network planning (1977), general manager of the
Norrkoping Telecom region (1978), head of CPE-business division (1980),
executive vice president and marketing director of Televerkit/Telia AB (1984)
and Executive Vice President responsible for Telia's start-up operations in the
Nordic countries and the United Kingdom (1995). He was a member of Telia's
corporate management board from 1985 to 1996. Mr. Johansson holds a Master's
degree in Business Economics from Hermods Institut, Sweden and a degree of
Engineer of Telecommunications from Luleo College, and he completed a senior
executive business course at IMD in Lausanne, Switzerland. He is a citizen of
Sweden.
EUGENE A. RIZZO has served as our Executive Vice President, Voice & Access
Services since March 1998 and has over 23 years of experience in international
sales and marketing and 11 years of experience in the telecommunications
industry. From 1993 to 1998, Mr. Rizzo managed sales and marketing groups for
several affiliates of Unisource NV, including Unisource Carrier Services and
AT&T-Unisource Communications Services, an international joint venture between
AT&T Corp. and Unisource NV. Prior to joining Unisource, Mr. Rizzo held various
marketing and management positions with International Business Machines
Corporation, Wang Laboratories, Inc. and Tandem
5
Computers Inc. While at Tandem, Mr. Rizzo assisted in the start-up of Tandem's
European Telco Group. Mr. Rizzo holds a Master of Business Administration degree
from the University of Massachusetts. He is a citizen of the United States.
TERJE NORDAHL has served as our Chief Operating Officer since March 1998 and
has 27 years of experience in telecommunications operations. Mr. Nordahl also
has extensive experience in the computer and Internet industry. As a Managing
Director at Unisource Business Networks BV from 1997 to 1998, he established and
built the Unisource Business Data Network in Norway. From 1995 to 1997,
Mr. Nordahl was President of Telia AS (Norway), Telia's subsidiary in Norway,
where he supervised the building of an ATM backbone network with integrated
voice and data services. From 1993 to 1995, Mr. Nordahl established and operated
Creative Technology Management AS, or CTM, which provided business development
services for government and industrial organizations. Prior to establishing CTM,
Mr. Nordahl held engineering, development and marketing positions with various
companies, including IBM and telecommunications companies affiliated with
Ericsson (L.M.) Telephone Co. and ITT Corp. Mr. Nordahl holds a First Honors
Bachelor of Science degree from Heriot-Watt University, Edinburgh and has
completed the INSEAD Advanced Management Program. He is a citizen of Norway.
JOACHIM W. BAUER has served as our Executive Vice President & Chief
Financial Officer since March 1998 and has seven years of experience in the
telecommunications industry. From 1994 to 1998, Mr. Bauer served as Chief
Financial Officer of Unisource Carrier Services. Before joining Unisource
Carrier Services, Mr. Bauer held various management positions with IBM and its
affiliates, including Controller of IBM (Switzerland). Mr. Bauer graduated from
a commercial school in Zurich, was educated at IMEDE business school, Lausanne,
Switzerland, and completed the senior executive program of the Swiss Executive
School (SKU). Mr. Bauer holds a Certified Diploma in Accounting and Finance
(CPA). He is a citizen of Germany.
KEES VAN OPHEM has served as our Executive Vice President, Corporate
Services and General Counsel since March 1998, with responsibility for
interconnection, licensing, legal affairs and carrier relations. Mr. van Ophem
has nine years of experience in the telecommunications industry. Prior to
joining us, he was Vice President, Purchase and General Counsel for Unisource
Carrier Services from 1994 to 1998 and was on its management board from its
inception in early 1994. From 1992 to 1994 Mr. van Ophem served as legal counsel
to Royal PTT Nederland NV (KPN), with responsibility for the legal aspects of
its start-up ventures in Hungary, Bulgaria, Czech Republic and Ukraine and the
formation of Unisource Carrier Services. Prior to joining KPN, Mr. van Ophem
worked at law firms in Europe and the United States. Mr. van Ophem holds a Juris
Doctorate degree from the University of Amsterdam and, as a Fulbright scholar, a
Master of Laws degree in International Legal Studies from New York University.
He is a citizen of The Netherlands.
NEIL E. CRAVEN has served as our Executive Vice President, Infrastructure
Development & Bandwidth Sales since March 1998 and has seven years of experience
in the telecommunications industry. From 1995 to 1998, Mr. Craven was a member
of the management team at Unisource Carrier Services, initially responsible for
Corporate Strategy and Planning and later serving as Vice President of Business
Development. Prior to joining Unisource Carrier Services, Mr. Craven was
employed by Siemens AG in Germany, where he worked on various international
infrastructure projects. Mr. Craven has an Honors degree in Computer Engineering
from Trinity College, Dublin and a Master of Business Administration degree from
the Rotterdam School of Management. He is a citizen of Ireland.
ALEX SCHMID has served as our Executive Vice President, Strategic
Development since December 1999 and has over eight years of experience in
international telecommunications, Internet technology and media industry
investments. Immediately prior to joining us, Mr. Schmid was the General Partner
of personal investment vehicles targeting the technology, Internet,
telecommunications and media industries. From February 1996 until
September 1998, Mr. Schmid was a Managing Director
6
and Head of Private Equity for the Bank Austria Group, where he was responsible
for investing primarily in European telecommunications and
telecommunications-related companies and investment vehicles. Mr. Schmid also
served on the board of directors of Central Europe Telecom Investment L.P., a
venture capital fund targeting investments in telecommunications and
telecommunications-related companies in Central Europe. From August 1995 until
February 1996, Mr. Schmid was a Vice President at AIG Capital Partners. From
March 1993 until August 1995, Mr. Schmid was an Associate of the Private Equity
Group at Creditanstalt. Mr. Schmid is a graduate of the Wharton School at the
University of Pennsylvania with a Bachelor of Science in Economics. He is a
German citizen.
PIM VERSTEEG has served as our Executive Vice President, Broadband Solutions
since September of 2000, and before that as our Chief Technology Officer and
Director for Special Solutions & Customer Engineering since April 1999. Prior to
joining Carrier1, Mr. Versteeg was a Sales Director for European Carriers at
Nortel Networks from August 1996 to March 1999. Mr. Versteeg is a retired
Lieutenant Colonel from the Dutch Army. He began his telecommunications career
in 1991 with the Army with the responsibility to design and implement the
Ministry of Defense's national SDH and data networks. Mr. Versteeg is a graduate
of the Military Academy of the Netherlands and holds Bachelor's Degrees in
Business Administration and Computer Science. He is a citizen of The
Netherlands.
GLENN M. CREAMER has served as a director of Carrier1 International since
August 1998. Mr. Creamer has been a Managing Director of Providence Equity
Partners Inc. since its inception in 1996 and is also a General Partner of
Providence Ventures L.P., which was formed in 1991. Mr. Creamer is a director of
Celpage, Inc., Epoch Networks, Inc., DigiPlex S.A. (formerly Hubco S.A.) and
360networks inc. Mr. Creamer received a Bachelor of Arts degree from Brown
University and a Master of Business Administration degree from the Harvard
Graduate School of Business Administration. He is a citizen of the United
States.
JONATHAN E. DICK has served as a director of Carrier1 International since
August 1998. Mr. Dick has been a Managing Director of Primus Venture
Partners, Inc. since December 1993. Prior to joining Primus in June 1991,
Mr. Dick held various positions in sales management at Lotus Development
Corporation. Mr. Dick is also a director of Paycor, Inc., PlanSoft Corporation
and Spirian Technologies, Inc. Mr. Dick received a Bachelor of Science degree in
Applied Mathematics and Economics from Brown University and a Master of Business
Administration degree from the Harvard Graduate School of Business
Administration. He is a citizen of the United States.
MARK A. PELSON has served as a director of Carrier1 International since
August 1998. Mr. Pelson is a Principal of Providence Equity Partners Inc., which
he joined in August 1996. Prior to 1996, Mr. Pelson was a co-founder and
director, from 1995 to 1996, of TeleCorp., Inc., a wireless telecommunications
company, and from 1989 to 1995 served in various management positions with AT&T,
including most recently as a general manager of strategic planning and mergers
and acquisitions. Mr. Pelson is a director of Madison River Telephone Company,
L.L.C., Mpower Communications Corp., Global Metro Networks and Language Line
Holdings, LLC. Mr. Pelson received a Bachelor of Arts degree from Cornell
University and a Juris Doctorate from Boston University. Mr. Pelson is the son
of Victor A. Pelson. He is a citizen of the United States.
VICTOR A. PELSON has served as a director of Carrier1 International since
January 1999. Mr. Pelson is a Senior Advisor to UBS Warburg LLC, an investment
banking firm. He was a Director and Senior Advisor of Dillon, Read & Co. Inc. at
the time of its merger in 1997 with SBC Warburg. Before joining Dillon, Read in
April 1996, Mr. Pelson was associated with AT&T from 1959 to March 1996, where
he held a number of executive positions, including Group Executive and President
responsible for the Communications Services Group, Executive Vice President and
member of the Management Executive Committee. At his retirement from AT&T,
Mr. Pelson was Chairman of Global Operations and a member of the board of
directors. Mr. Pelson is a director of Eaton Corporation, Dun & Bradstreet
Corporation, United Parcel Service, Inc. and Acterna Corporation. Mr. Pelson
received a Bachelor of
7
Science degree in Mechanical Engineering from New Jersey Institute of Technology
and a Master of Business Administration degree from New York University.
Mr. Pelson is the father of Mark A. Pelson. He is a citizen of the United
States.
THOMAS J. WYNNE has served as a director of Carrier1 International since
January 1999. Mr. Wynne is currently a partner with Sycamore Creek Development
Co. He is also chairman of the board of directors of Aerie Networks Inc., a
privately held U.S. company which is building a U.S. based fiber network. He was
President and Chief Operating Officer of LCI International Inc. and its
subsidiaries from July 1991 to October 1997. From 1977 to 1991, Mr. Wynne held
several executive positions with MCI Communications Corp., including President
of the West Division, Vice President of Sales and Marketing for the Mid-Atlantic
Division, and Vice President in the Midwest Division. Mr. Wynne holds a Bachelor
of Science degree in Political Science from St. Joseph's University. He is a
citizen of the United States.
BOARD OF DIRECTORS
The general affairs and business of Carrier1 International are managed by
the Board of Directors. Carrier1 International's articles of incorporation
provide for at least three directors appointed by a general meeting of
shareholders for terms no greater than six years. Under the articles, the number
and terms of directors are to be determined, and each director may be reelected
or removed at any time, by a general meeting of shareholders. Directors are not
required to hold any shares in Carrier1 International in order to serve as
directors. Carrier1 International is bound by the joint signature of two
directors or the sole signature of a managing director for ordinary course
management decisions, if one has been appointed by the Board. Carrier1
International currently has six directors and has no persons appointed as
corporate officers. Each director was appointed to hold office for a term of six
years.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board has an audit committee. The audit committee, consisting of
Messrs. Dick, Wynne and M. Pelson, is responsible for reviewing the services
provided by our independent auditors, our annual financial statements and our
system of internal accounting controls.
The Board has determined that it is in the best interests of the Company and
its shareholders to appoint to the audit committee Mr. Mark Pelson, a principal
of Providence Equity Partners, the majority interestholder of Carrier One, LLC,
notwithstanding the fact that Mr. Pelson by reason of his employment by
Providence Equity Partners is not and may not be an independent member of the
Board, because of Mr. Pelson's financial expertise and the alignment of
interests of Carrier One, LLC, the majority shareholder of the Company, and the
remaining shareholders of the Company in the activities and authority to be
delegated to the audit committee.
PRINCIPAL ACCOUNTING FIRM FEES
Aggregate fees billed to the Company for the fiscal year ending
December 31, 2000 by the Company's principal accounting firm, Deloitte & Touche
Experta AG, the member firms of Deloitte Touche Tohmatsu, and their respective
affiliates:
Audit Fees.................................................. $670,000
Financial Information Systems Design and Implementation
Fees...................................................... $0(1)
All Other Fees.............................................. $594,000(1)(2)
- ------------------------
(1) The audit committee has considered whether the provision of these services
is compatible with maintaining the principal accountant's independence.
(2) Includes fees for IPO-related accounting services, tax consulting, and other
non-audit services.
8
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Carrier1 International does not have a compensation committee. The
compensation of executive officers and other of our key employees is determined
by the board. Stig Johansson, our President and Chief Executive Officer, is
currently a member of the board and has participated in such determinations.
COMPENSATION OF DIRECTORS
Carrier1 International will reimburse the members of the board for their
reasonable out-of-pocket expenses incurred in connection with attending board
meetings. Additionally Carrier1 International maintains directors' and officers'
liability insurance. Carrier1 International has granted 20,000 options to
purchase shares to each of Messrs. Wynne and V. Pelson. Members of the board
receive no other compensation for services provided as directors.
BENEFICIAL OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of the shares of Carrier1 International, as of March 20, 2001 by:
(1) each person known to Carrier1 International to own beneficially more
than 5% of Carrier1 International's outstanding shares,
(2) each director of Carrier1 International,
(3) each executive officer of Carrier1 International listed in the
Summary Compensation Table under "Executive Compensation" above, and
(4) all executive officers and directors of Carrier1 International as a
group.
All information with respect to beneficial ownership has been furnished to
us by the respective shareholders of Carrier1 International.
NUMBER OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) SHARES OF SHARES
- --------------------------------------- ---------- ----------
Carrier One, LLC ........................................... 28,272,087 65.96%
c/o Providence Equity Partners Inc.
901 Fleet Center
50 Kennedy Plaza
Providence, RI 02903
Providence Equity Partners L.P.(2).......................... 28,272,088 65.96%
901 Fleet Center
50 Kennedy Plaza
Providence, RI 02903
Jonathan M. Nelson(2)....................................... 28,272,088 65.96%
Paul J. Salem(2)............................................ 28,272,088 65.96%
9
NUMBER OF PERCENTAGE
NAME OF EXECUTIVE OFFICER OR DIRECTOR SHARES OF SHARES
- ------------------------------------- ---------- ----------
Stig Johansson(3)........................................... 247,463 *
Eugene A. Rizzo(3).......................................... 247,463 *
Terje Nordahl(3)............................................ 144,796 *
Alex Schmid(3).............................................. 21,692 *
Kees van Ophem(3)........................................... 247,463 *
Glenn M. Creamer(2)......................................... 28,272,088 65.96%
Jonathan E. Dick............................................ -- --
Mark A. Pelson.............................................. -- --
Victor A. Pelson(4)......................................... 12,000 *
Thomas J. Wynne(4).......................................... 12,000 *
All directors and executive officers as a group (13 29,741,221 69.39%
persons)..................................................
- ------------------------
* Less than one percent.
(1) "Beneficial owner" refers to a person who has or shares the power to vote or
direct the voting of a security or the power to dispose or direct the
disposition of the security or who has the right to acquire beneficial
ownership of a security within 60 days. More than one person may be deemed
to be a beneficial owner of the same securities. In computing the number of
shares beneficially owned by a person and the percentage ownership of that
person, shares subject to options and warrants held by that person that are
currently exercisable or exercisable within 60 days of March 20, 2001 are
deemed outstanding. Such shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person.
(2) Carrier One, LLC is the direct beneficial owner of 28,272,087 shares and
Providence Equity Partners L.P. ("Providence L.P.") is the direct beneficial
owner of one share. Providence L.P. is the majority Class A Unit holder of
Carrier One, LLC, and by virtue of such status may be deemed to be the
beneficial owner of the shares in which Carrier One, LLC has direct
beneficial ownership. Providence Equity Partners L.L.C. ("PEP LLC") is the
general partner of Providence L.P., and by virtue of such status may be
deemed to be the beneficial owner of the shares in which Providence L.P. has
direct or indirect beneficial ownership. Jonathan M. Nelson, Glenn M.
Creamer and Paul J. Salem may be deemed to share voting and investment power
with respect to the shares in which PEP LLC has direct or indirect
beneficial ownership. Each of Jonathan M. Nelson, Glenn M. Creamer, Paul J.
Salem, PEP LLC and Providence L.P. disclaims such deemed beneficial
ownership. The address of Messrs. Nelson and Salem is c/o Providence Equity
Partners Inc., 901 Fleet Center, 50 Kennedy Plaza, Providence, RI 02903.
(3) Includes 34,130 shares (38,130 in case of Mr. Nordahl and 1,692, in the case
of Mr. Schmid) and an additional 213,333 shares (106,666, in the case of
Mr. Nordahl and 20,000, in the case of Mr. Schmid) issuable to each such
person upon exercise of options which are exercisable within 60 days).
(4) Consists of options exercisable within 60 days that Carrier1 International
has issued to each of Thomas J. Wynne and Victor A. Pelson out of a total of
40,000 shares (20,000 shares each).
BENEFICIAL OWNERSHIP OF CARRIER ONE, LLC, THE MAJORITY SHAREHOLDER OF CARRIER1
INTERNATIONAL
The following table sets forth certain information regarding the beneficial
ownership of Class A Units (the "Class A Units") of Carrier One, LLC, the
majority shareholder of Carrier1 International, as of December 31, 2000 by:
(1) each director of Carrier1 International,
10
(2) each executive officer of Carrier1 International listed in the
Summary Compensation Table under "Executive Compensation" above,
(3) all directors and executive officers of Carrier1 International as a
group as of December 31, 2000, and
(4) each person known to Carrier1 International to own beneficially more
than 5% of Carrier One, LLC's Class A Units.
NUMBER OF PERCENTAGE
NAME OF DIRECTOR/EXECUTIVE OFFICER(1) UNITS OF UNITS(1)
- ------------------------------------- ---------- -----------
Stig Johansson.............................................. -- --
Eugene A. Rizzo............................................. -- --
Terje Nordahl............................................... -- --
Alex Schmid................................................. -- --
Kees van Ophem.............................................. -- --
Glenn M. Creamer(2)......................................... 50,000,000 82.24%
Jonathan E. Dick(3)......................................... 10,000,000 16.45%
Mark A. Pelson.............................................. -- --
Victor A. Pelson............................................ 100,000 *
Thomas J. Wynne(4).......................................... 400,000 *
All directors and executive officers as a group (13 60,500,000 99.51%
persons)..................................................
- ------------------------
* Less than one percent.
NUMBER OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) UNITS OF UNITS(1)
- --------------------------------------- ---------- -----------
Providence Equity Partners, L.P.(2)......................... 49,312,400 81.11%
901 Fleet Center
50 Kennedy Plaza
Providence, RI 02903
Jonathan M. Nelson(2)....................................... 50,000,000 82.24%
Paul J. Salem(2)............................................ 50,000,000 82.24%
Primus Capital Fund IV Limited Partnership(3)............... 9,600,000 15.79%
5900 Landerbook Drive
Suite 200
Cleveland, OH 44124-4020
- ------------------------
(1) Based upon 60.8 million Class A Units outstanding.
(2) Providence L.P. holds 49,312,400 Class A Units, and another fund managed by
Providence holds 687,600 Class A Units. PEP LLC is the general partner of
Providence L.P. and the other fund, and by virtue of such status may be
deemed to be the beneficial owner of the Class A Units in which Providence
L.P. and the other fund have direct or indirect beneficial ownership.
Jonathan M. Nelson, Glenn M. Creamer and Paul J. Salem may be deemed to
share voting and investment power with respect to the Class A Units in which
PEP LLC has direct or indirect beneficial ownership. Each of Jonathan M.
Nelson, Glenn M. Creamer, Paul J. Salem and PEP LLC disclaims such deemed
beneficial ownership.
(3) Primus Capital Fund IV Limited Partnership ("Primus Capital LP") holds
9,600,000 Class A Units and another fund managed by Primus holds 400,000
Class A Units. Primus Venture Partners IV Limited Partnership ("Primus
Venture LP") is the general partner of Primus Capital LP and the other fund,
and Primus Venture Partners IV, Inc. ("Primus Venture Inc.") is the General
Partner of Primus Venture LP. By virtue of such status, either of Primus
Venture LP or Primus
11
Venture Inc. may be deemed to be the beneficial owner of the Class A Units
in which Primus Capital LP and the other fund have beneficial ownership.
Jonathan Dick owns no shares directly in Carrier One, LLC but by virture of
his directorship in Primus Venture Inc. may be deemed to share voting and
investment power with respect to the Class A Units in which Primus
Venture Inc. has direct or indirect beneficial ownership. Each of Jonathan
Dick, Primus Venture LP and Primus Venture Inc. disclaims such deemed
beneficial ownership.
(4) Thomas J. Wynne holds (directly or through trusts organized for the benefit
of family members) 400,000 Class A Units. These Class A Units do not include
additional options that Carrier1 International has issued to Mr. Wynne for a
total of 40,000 shares. Mr. Wynne disclaims beneficial ownership in any
Class A Units held in any such trusts.
OTHER MATTERS
The proxy holders are authorized to vote, in their discretion, upon matters
incidental to matters listed on the agenda or emergency decisions as may come
before the annual meeting and any adjournment of the meeting. Among the
procedural matters presented to each meeting, shareholders or their proxies will
appoint a "bureau" under Luxembourg practice. The "bureau" consists of a
president to preside at the meeting, a secretary in charge of drawing up the
minutes, and a scrutineer to verify the capacity of the persons present. Bureau
members are chosen from the persons in attendance. The bureau members will
establish a presence list to be signed by the participants at the meetings. The
bureau members will also sign the minutes of the meetings, as will those
shareholders who so request. Other than the proposals described above and
procedural matters for the conduct of the meetings, the Board knows of no other
matters which will be presented for action by the shareholders.
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Without prejudice to the statutory rights granted under Luxembourg law to
shareholders who alone or in aggregation with other shareholders control 20% of
the shares of the Company, proposals of shareholders intended to be presented at
the 2001 annual meeting of shareholders must, in addition to satisfying the
other requirements of the Securities and Exchange Commission's rules and
regulations, be received by the Company at its principal executive offices no
later than January __, 2002 in order to be considered for inclusion in the
Company's 2002 Proxy Statement.
MATERIAL INCORPORATED BY REFERENCE
Our Annual Report to Shareholders for the fiscal year ended December 31,
2000, including audited financial statements, accompanies this Proxy Statement
in the form of copies of the Company's Form 10-K filed with the U.S. Securities
and Exchange Commission, together with supplementary material. The accompanying
Annual Report does not include exhibits to the Form 10-K, however. Upon request
by an eligible shareholder, we will provide copies of these exhibits for a
reasonable fee. Requests for a copy of the exhibits should be mailed to:
Carrier1 International S.A., Attn: Investor Relations, c/o Carrier1
International GmbH, Militarstrasse 36, CH-8004, Zurich, Switzerland.
Alternatively, a copy of our Form 10-K and the exhibits can be obtained by
searching the U.S. Securities and Exchange Commission's EDGAR database on the
U.S. Securities and Exchange Commission's website at "www.sec.gov."
By Order of the Board of Directors
Stig Johansson
Director, President and
Chief Executive Officer
Luxembourg
May __, 2001
12
ANNEX A
CARRIER 1 INTERNATIONAL S.A.
ANNUAL ACCOUNTS
STATUTORY AUDITORS' REPORT
REPORT OF THE BOARD OF DIRECTORS
DECEMBER 31, 2000
TABLE OF CONTENTS
PAGE
--------
STATUTORY AUDITORS' REPORT.................................. A-1
ANNUAL ACCOUNTS.............................................
--Balance sheet........................................... A-2
--Profit and loss account................................. A-3
--Notes to the accounts................................... A-7
REPORT OF THE BOARD OF DIRECTORS............................ A-8
To the Shareholders of
Carrier 1 International S.A.
LUXEMBOURG
Following our appointment we have audited the attached annual accounts of
Carrier 1 International S.A. (the "Company") for the year ended December 31,
2000. These annual accounts are the responsibility of the Board of Directors.
Our responsibility is to express an opinion on these annual accounts based on
our audit.
We conducted our audit in accordance with International Standards on
Auditing. Those Standards require that we plan and perform the audit to obtain
reasonable assurance about whether the annual accounts are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the annual accounts. An audit also includes
assessing the accounting principles used and significant estimates made by the
Board of Directors in preparing the annual accounts, as well as evaluating the
overall annual accounts' presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the attached annual accounts give, in conformity with the
Luxembourg legal and regulatory requirements, a true and fair view of the
assets, liabilities and financial position of Carrier 1 International S.A. as at
December 31, 2000 and the results of its operations for the year then ended.
DELOITTE & TOUCHE
Statutory auditor
B. Lam B. Schaus
Partner Partner
May 7, 2001
A-1
CARRIER 1 INTERNATIONAL S.A.
BALANCE SHEET
AS AT DECEMBER 31, 2000
(EXPRESSED IN UNITED STATES DOLLARS)
2000 1999
ASSETS ------------- -----------
USD USD
FIXED ASSETS
Intangible assets (note 3)................................ 9,021,885 14,284,382
Financial assets (note 2)
Shares in affiliated undertakings....................... 72,173,528 40,249,665
Loans to affiliated undertakings........................ 538,465,527 286,896,016
Transferable securities (note 4)........................ 195,762,385 --
Own shares.............................................. -- 8,166
------------- -----------
806,401,440 327,153,847
CURRENT ASSETS
Cash at bank.............................................. 136,474,388 87,051
Restricted cash........................................... 46,843,144 63,658,536
Other debtors............................................. 204,051 377,019
------------- -----------
183,521,583 64,122,606
PREPAYMENTS & ACCRUED INCOME................................ 8,174,524 2,064,646
------------- -----------
1,007,119,432 407,625,481
============= ===========
LIABILITIES
CREDITORS: amounts becoming due and payable within one year
Trade creditors........................................... -- 41,450
Amounts owed to affiliated undertakings................... 11,886,065 6,152,321
Other creditors including tax and social security......... 12,175,949 12,371,474
CREDITORS: amounts becoming due and payable after more than
one year
Debenture loans and warrants payable...................... 246,692,320 338,336,506
CAPITAL & RESERVES (note 5)
Subscribed capital........................................ 85,688,408 66,021,400
Share premium............................................. 667,926,955 2,524,085
Accumulated deficit....................................... (17,821,755) --
Profit/(loss) for the financial year/period............... 571,490 (17,821,755)
------------- -----------
736,365,098 50,723,730
------------- -----------
1,007,119,432 407,625,481
============= ===========
The accompanying notes form an integral part of these annual accounts.
A-2
CARRIER 1 INTERNATIONAL S.A.
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED DECEMBER 31, 2000
(EXPRESSED IN UNITED STATES DOLLARS)
FOR THE PERIOD
FROM AUGUST 13,
1998 TO
2000 DECEMBER 31, 1999
---------- -----------------
USD USD
CHARGES
Interest payable and similar charges........................ 34,140,625 29,471,430
Loss on foreign exchange.................................... 4,204,368 7,754,420
Value adjustments in respect of intangible assets........... 5,262,497 989,264
Other administration expenses (note 6)...................... 11,247,231 --
Waiver of loan in affiliated undertaking.................... 1,940,444 --
Other charges............................................... 794,317 647,456
Profit for the financial year............................... 571,490 --
---------- ----------
58,160,972 38,862,570
========== ==========
INCOME
Other interest receivable and similar income derived from
affiliated undertakings................................... 40,124,267 17,602,821
Other interest receivable and similar income derived from
outside parties........................................... 17,717,518 3,437,994
Other income................................................ 319,187 --
Loss for the financial period............................... -- 17,821,755
---------- ----------
58,160,972 38,862,570
========== ==========
The accompanying notes form an integral part of these annual accounts.
A-3
CARRIER 1 INTERNATIONAL S.A.
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 2000
NOTE 1--GENERAL
Carrier 1 International S.A. (the "Company") was incorporated on August 13,
1998 in Luxembourg for an unlimited period.
The objective of the Company is to carry out all transactions pertaining to
acquiring participating interests in any enterprise, in whatever form, having
activities directly or indirectly related to the field of telecommunications,
and the administration, management, control, and development of those
participating interests. Additionally, the Company may take any action permitted
by the laws of Luxembourg for commercial companies.
The Company's accounting year coincides with the calendar year with the
exception of the first accounting year, which concerns the period from
August 13, 1998 to December 31, 1999.
The ultimate parent of the Company is Carrier One International LLC which
files consolidated accounts in the United States of America.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The annual accounts are prepared in accordance with generally accepted
accounting principles and regulations in force in the Grand-Duchy of Luxembourg
The significant accounting policies are as follows:
FOREIGN CURRENCIES
The Company maintains its accounting records in United States Dollar (USD)
and the annual accounts are expressed in this currency. Assets and liabilities
denominated in foreign currencies are translated into United States Dollar at
the period-end exchange rate. This may result in the recognition of unrealised
exchange losses. In accordance with Luxembourg requirements, unrealised gains
are not recognised. Transactions in foreign currencies are translated at the
exchange rate in effect at the time of the transaction.
INTANGIBLE FIXED ASSETS
Intangible assets include financing costs capitalised linked to the issuance
of debentures loans and warrants; they also include the cost of licences
acquired by the Company.
Financing costs are amortised over the life of the related liability.
Licences are amortised over a period of ten years.
FINANCIAL FIXED ASSETS
Financial fixed assets, except for transferable securities, are stated at
cost. Where there is a permanent diminution in value of the financial fixed
assets, a value adjustment is made.
Transferable securities are valued at lower of cost or market value. Market
value is determined at the last available closing price on a stock exchange or
regulated market.
A-4
CARRIER 1 INTERNATIONAL S.A.
NOTES TO THE ACCOUNTS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 2000
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEBTORS
Debtors are valued at their nominal value less provision for any permanent
diminution in value.
PROVISIONS FOR LIABILITIES AND CHARGES
At the close of business each year, the board of directors determines
whether provisions should be set up to cover foreseeable liabilities and
charges.
NOTE 3--INTANGIBLE ASSETS
FINANCING
COSTS LICENCES TOTAL
---------- -------- ----------
Cost as at December 31, 1999................ 15,191,085 82,561 15,273,646
Disposals................................... (4,317,893) -- (4,317,893)
---------- ------- ----------
COST AS AT DECEMBER 31, 2000................ 10,873,192 82,561 10,955,753
Accumulated amortisation as at December 31,
1999...................................... (986,678) (2,586) (989,264)
Disposals................................... 881,404 -- 881,404
Charge for the year......................... (1,817,752) (8,256) (1,826,008)
---------- ------- ----------
ACCUMULATED AMORTISATION AS AT DECEMBER 31,
2000...................................... (1,923,026) (10,842) (1,933,868)
---------- ------- ----------
NET BOOK VALUE AS AT DECEMBER 31, 2000...... 8,950,166 71,719 9,021,885
========== ======= ==========
A-5
CARRIER 1 INTERNATIONAL S.A.
NOTES TO THE ACCOUNTS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 2000
NOTE 4--TRANSFERABLE SECURITIES
German government securities admitted to official exchange listing
AMORTIZED
FACE VALUE BONDS COST DISCOUNT
- ---------- ----------------------------------------------------------- ----------- --------------
30,000,000 Bundesrepublik Deutschland 4,5% 22.02.02 EUR 29,512,500 195,000
30,000,000 Bundesrepublik Deutschland 4,5% 17.05.02 EUR 29,598,000 134,000
30,000,000 Bundesrepublik Deutschland 4,5% 19.08.02 EUR 29,782,500 65,250
30,000,000 Bundesrepublik Deutschland 4,5% 18.02.03 EUR 29,778,000 63,429
NOTES
-----------------------------------------------------------
30,000,000 Bundesrepublik Deutschland 3,5% 14.09.01 EUR 29,748,000 65,739
30,000,000 Bundesrepublik Deutschland 4% 14.12.01 EUR 29,718,000 65,077
30,000,000 Bundesrepublik Deutschland 4,5% 15.03.02 EUR 29,610,000 73,125
- --------------------- ----------- -------
210,000,000 TOTAL EUR 207,747,000 661,620
TOTAL USD 195,140,912 621,473
TOTAL BALANCE AS
AT
FACE VALUE DECEMBER 31, 2000 MARKET VALUE
- ---------- ----------------- ------------
30,000,000 29,707,500 29,958,900
30,000,000 29,732,000 29,967,000
30,000,000 29,847,750 29,997,000
30,000,000 29,841,429 30,003,000
30,000,000 29,813,739 29,763,000
30,000,000 29,783,077 29,832,000
30,000,000 29,683,125 29,958,000
- --------------------- ----------- -----------
210,000,000 208,408,620 209,478,900
195,762,385 196,767,720
A-6
CARRIER 1 INTERNATIONAL S.A.
NOTES TO THE ACCOUNTS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 2000
NOTE 5--CAPITAL AND RESERVES
SHARE CAPITAL
At December 31, 1999 the subscribed capital at the Company was fixed at USD
66,021,400 represented by 33,010,700 shares with a par value of USD 2 each, all
paid in full.
At January 19, 2000, the share capital was increased to USD 66,131,680 by
the issue of 55,140 new ordinary shares with a par value of USD 2 each.
At February 22, 2000, the share capital was increased to USD 81,180,980 by
the issue of 7,524,650 new ordinary shares with a par value of USD 2 each.
At February 28, 2000, the share capital was increased to USD 83,438,356 by
the issue of 1,128,688 new ordinary shares with a par value of USD 2 each.
At June 13, 2000, the authorised capital was fixed at USD 200,000,000 to be
divided into 100,000,000 shares with a par value of USD 2 each.
From July to December 2000, the share capital was increased to USD
85,688,408 primarily as a result of the issuance by the Company of 1,223,717 new
ordinary shares with a par value of USD 2 each in exchange for warrants issued
by the Company in 1999.
Consequently, at December 31, 2000, the subscribed capital of the Company is
fixed at USD 85,688,408 represented by 42,844,204 shares with a par value of
USD 2 each, all paid in full.
LEGAL RESERVE
In accordance with Luxembourg Law, the Company must appropriate to the legal
reserve a minimum of 5% of the net profit, until such reserve equals 10% of the
share capital. This reserve is not available for distribution.
NOTE 6--OTHER ADMINISTRATION EXPENSE
Other administration expenses of USD 11,247,231 represent formation costs
directly charged to the profit and loss account in 2000.
NOTE 7--TAXATION
The company is subject to the fiscal law applicable to all commercial
companies in Luxembourg. For the year ended December 31, 2000, the Company has
not incurred any tax expense.
A-7
CARRIER 1 INTERNATIONAL S.A.
REPORT OF THE DIRECTORS
To the Shareholders of Carrier 1 International S.A.
We have pleasure in submitting the balance sheet, the profit and loss
account and accompanying notes for the year ended December 31, 2000.
The results for the financial period starting January 1, 2000 and ending
December 31, 2000 show a profit of USD 571,490 which is in accordance with the
directors' expectations. The directors recommend that the profit reported by the
Company for the year ended December 31, 2000, be applied to reduce the loss
carried forward from the previous period ended December 31, 1999 and that the
balance be carried forward to the next financial year.
We also recommend that you approve the accounts as presented and that you
vote for the discharge of the directors and of the statutory auditors from all
liability resulting from the performance of their functions during accounting
year ended December 31, 2000.
For your information, a detailed explanation of the activity and
consolidated financial statements of the Company and its subsidiaries is found
in the Company's annual report on Form 10-K, filed with the U.S. Securities and
Exchange Commission on April 2, 2001, which we have included with these proxy
materials.
Stig Johansson Glenn E. Creamer
Director Director
May 7, 2001
This report is not part of the annual accounts of the Company.
A-8
P CARRIER1 INTERNATIONAL S.A.
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CARRIER1
O INTERNATIONAL S.A. FOR THE ANNUAL MEETING TO BE HELD ON JUNE 12, 2001
X
Y
The undersigned hereby appoints Stig Johansson, Alex Schmid, and Kees van Ophem, and each of them, proxies, with full power of
substitution, to vote all common shares of capital of Carrier1 International S.A. that the undersigned is entitled to vote at the
Annual Meeting of Shareholders to be held at Le Royal Hotel, 12 Boulevard Royal, L-2449, Luxembourg, on Tuesday, June 12, 2001 at
11:00 a.m., local time, and at any adjournment, postponement or continuation thereof. The proxies have the authority to vote as
directed on the reverse side of this card with the same effect as though the undersigned were present in person and voting. The
proxies are further authorized in their discretion to vote upon such other business as may properly come before the Annual
Meeting and any adjournment, postponement, or continuation thereof. The undersigned revokes all proxies previously given to vote
at the Annual Meeting.
MANAGEMENT RECOMMENDS THE ADOPTION OF PROPOSALS 1 THROUGH 5.
SEE REVERSE TO BE SIGNED ON SEE REVERSE
SIDE REVERSE SIDE SIDE
/X/ Please mark your
votes as in this
example.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS YOU DIRECT. IF YOU GIVE NO DIRECTION, WE WILL VOTE YOUR SHARES OF THE
COMPANY'S CAPITAL "FOR" ALL PROPOSALS. WE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN, DATE AND RETURN THIS CARD. THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL PROPOSALS
FOR AGAINST ABSTAIN
1. Approve the Company's statutory / / / / / /
accounts for the year ended
December 31, 2000, and the
reports of the Company's
statutory auditors and the
Board of Directors on the
statutory accounts, dated
May [ ], 2001.
FOR AGAINST ABSTAIN
2. Determine to apply the profit / / / / / /
reported by the Company for the
year ended December 31, 2000,
towards the reduction of the loss
carried forward from the
previous period ended
December 31, 1999 and that the
balance of the loss be carried
forward to the next financial
year.
FOR AGAINST ABSTAIN
3. Approve the discharge of the Board of / / / / / /
Directors of the Company -- pursuant
to Article 74 of Luxembourg's Company
Law -- from the execution of their
mandate as directors for the year
ended December 31, 2000.
FOR AGAINST ABSTAIN
4. Approve the discharge of the statutory / / / / / /
auditors of the Company -- pursuant to
Article 74 of Luxembourg's Company
Law -- from the execution of their
mandate as statutory auditors for the
year ended December 31, 2000.
FOR AGAINST ABSTAIN
5. In their discretion, the Proxies are / / / / / /
authorized to vote upon such other
business as may properly come before
the Annual Meeting thereof and at any
adjournment.
Please mark, sign, date, and return this Proxy in
the accompanying prepaid envelope. Please
sign exactly as your name appears on this Proxy.
When signing as an attorney, executor,
administrator, trustee or guardian, please give
full title as such. If shares are held jointly,
both owners should sign.
SIGNATURE(S) DATE
------------------------- ------
SIGNATURE(S) DATE
------------------------- ------