EXHIBIT 99.16
BANRO CORPORATION
Suite 7070, 1 First Canadian Place
100 King Street West
Toronto, Ontario M5X 1E3
FORM OF PROXY SOLICITED BY THE
MANAGEMENT OF BANRO CORPORATION
FOR USE AT THE SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON MARCH 8, 2004
The undersigned shareholder(s) of BANRO CORPORATION (the "Corporation")
hereby appoint(s) in respect of all of his or her shares of the Corporation,
Donat K. Madilo, Treasurer of the Corporation, or failing him, Geoffrey G. Farr,
Secretary of the Corporation, or in lieu of the foregoing
__________________________________as nominee of the undersigned, with power of
substitution, to attend, act and vote for the undersigned at the special meeting
(the "Meeting") of shareholders of the Corporation to be held on the 8th day of
March, 2004, and any adjournment or adjournments thereof, and direct(s) the
nominee to vote the shares of the undersigned in the manner indicated below:
1. TO VOTE FOR ( ) WITHHOLD FROM VOTING ( ) in the election of Mr. Simon
Village as a director of the Corporation.
2. TO VOTE FOR ( ) AGAINST ( ) the resolution approving, confirming and
ratifying an amendment to the Corporation's stock option plan (the "Plan")
to increase by 700,000 the maximum number of common shares of the
Corporation that may be issued pursuant to the exercise of stock options
granted under the Plan.
3. TO VOTE FOR ( ) AGAINST ( ) the special resolution authorizing the
continuance of the Corporation under the Canada Business Corporations Act.
If any amendments or variations to matters identified in the Notice of the
Meeting are proposed at the Meeting or if any other matters properly come before
the Meeting, this proxy confers discretionary authority to vote on such
amendments or variations or such other matters according to the best judgment of
the person voting the proxy at the Meeting.
DATED the day of , 2004.
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Signature of Shareholder(s)
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Print Name
(see notes on the back of this page)
NOTES:
(1) The form of proxy must be dated and signed by the
appointor or his or her attorney authorized in writing
or, if the appointor is a body corporate, the form of
proxy must be executed by an officer or attorney
thereof duly authorized. If the proxy is not dated, it
will be deemed to bear the date on which it was mailed.
The proxy ceases to be valid one year from its date.
(2) The shares represented by the proxy will be voted or
withheld from voting in accordance with the
instructions of the shareholder on any ballot that may
be called for.
(3) A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO
NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR
HER AND ON HIS OR HER BEHALF AT THE MEETING OTHER THAN
THE PERSONS DESIGNATED IN THE FORM OF PROXY. SUCH RIGHT
MAY BE EXERCISED BY STRIKING OUT THE NAMES OF THE
PERSONS DESIGNATED IN THE FORM OF PROXY AND BY
INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE
THE NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER
FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE
COMPLETED AND EXECUTED PROXY TO THE CORPORATION C/O
EQUITY TRANSFER SERVICES INC., RICHMOND ADELAIDE
CENTRE, SUITE 420, 120 ADELAIDE STREET WEST, TORONTO,
ONTARIO, M5H 4C3, AT ANY TIME PRIOR TO 4:00 P.M.
(TORONTO TIME) ON THE 5TH DAY OF MARCH, 2004.
(4) IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE
PERSONS NAMED IN THE PROXY WILL VOTE FOR EACH OF THE
MATTERS IDENTIFIED IN THE PROXY.
(5) If your address as shown is incorrect, please give your
correct address when returning the proxy.