SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 section 240.14a-11(c) or
section 240.14a-12
Transact International Inc.
---------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
_____________________
2) Form, Schedule or Registration Statement No.:
_____________________
3) Filing Party:
_____________________
4) Date Filed:
_____________________
TRANSACT INTERNATIONAL INC.
20 THORNDAL CIRCLE
DARIEN, CONNECTICUT 06820
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 11, 1995
August 31, 1995
TO ALL HOLDERS OF COMMON SHARES:
The Annual Meeting of Stockholders of Transact International Inc., a
Connecticut corporation ("Transact"), will be held at Transact's corporate
offices, 20 Thorndal Circle, Darien, Connecticut 06820, on Wednesday, October
11, 1995 at 10:00 A.M. Eastern time, for the following purposes:
1. To elect a Board of Directors consisting of six persons, each for a term of
one year;
2. To ratify the appointment of independent public accountants for 1996; and
3. To transact such other business as may properly come before the meeting, or
any adjournments thereof.
The holders of the outstanding Common Stock, no par value, of Transact as
of the close of business on August 18, 1995 will be entitled to notice of, and
to vote at, the meeting and any adjournment thereof.
IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON OR IF YOU WISH TO VOTE
BY PROXY, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD FOR THE
SHARES HELD BY YOU AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE
MEETING YOU MAY VOTE IN PERSON OR BY PROXY.
By order of the Board of Directors
/s/ FRANK B. CARDER
FRANK B. CARDER
CHAIRMAN OF THE BOARD
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 11, 1995
INTRODUCTION
GENERAL. This Proxy Statement (the "Proxy Statement") is furnished in
connection with the solicitation of proxies by the Board of Directors of
Transact International Inc. (the "Company") to be used at the Annual
Meeting of Stockholders of the Company to be held on Wednesday, October 11,
1995 at 10:00 A.M. Eastern time and at any adjournments thereof (the
"Meeting"), at the Company's principal executive offices at 20 Thorndal
Circle, Darien, Connecticut 06820.
The approximate date on which this Proxy Statement and the enclosed
form of proxy are first being sent to stockholders is August 31, 1995.
REVOCABILITY OF PROXY. A stockholder may revoke an executed proxy at
any time prior to its exercise by delivering to the Company a written
notice of revocation or by receipt by the Company of a later dated proxy,
or by attending the Meeting and voting in person. Unless revoked, the
shares of the Company's Common Stock, no par value (the "Common Stock"),
represented by proxies will be voted in accordance with the directions
given therein. If no direction is given, the shares of the Common Stock
represented by such proxy will be voted FOR the proposals set forth in this
Proxy Statement.
SOLICITATION OF PROXIES. The Company will bear the cost of the
solicitation of proxies by the Board of Directors for use in connection
with the Meeting. In addition to the use of the mails, proxies may be
solicited by officers and regular employees of the Company, personally,
by telephone or telegraph, and the Company may reimburse persons holding
shares in their names or those of their nominees for any expenses incurred
in connection with the transmittal of solicitation material to their
principals. The Company has retained the Registrar and Transfer Company
to assist it in the solicitation of proxies for a fee not to exceed
$8,000.00, which fee includes the expenses and disbursements of that
firm.
VOTING SECURITIES. The Board of Directors has set the close of
business on August 18, 1995 as the record date for determining the
stockholders to whom this Proxy Statement and the enclosed form of
proxy shall be sent, and for determining the stockholders permitted
to vote at the Meeting. On the record date, 6,123,235 shares of the
Common Stock were outstanding. Each share of the Company's Common
Stock entitles the holder thereof to one vote on each proposal and
no votes may be cumulated. The enclosed form of proxy provides
stockholders with an opportunity to direct the proxies named thereon
to vote in connection with the proposals described in this Proxy
Statement. Unless otherwise noted in this Proxy Statement, all matters
to come before the meeting that are listed on the Notice of Annual
Meeting require the affirmative vote of a majority of those shares,
present in person or by proxy and voting at the Annual Meeting, to be
adopted, assuming that a quorum is present. A majority of the
outstanding shares entitled to vote must be present in person or
represented by proxy at the Annual Meeting to constitute a quorum.
Abstentions and broker non-votes will be treated as shares which
are present and entitled to vote for purposes of determining a
quorum but those shares will not be treated as having been voted for
purposes of determining the approval of any matter submitted to
stockholders for a vote.
ITEM 1: ELECTION OF DIRECTORS
NOMINEES. The Company's Board of Directors consists of six persons,
each of whom is elected at the Annual Meeting of Stockholders for a one-
year term and until his successor has been duly elected and has qualified
or until his earlier death, resignation or removal. Each of the following
nominees currently serves as a director of the Company:
Messrs. Frank B. Carder John E. McConnaughy, Jr.
Axel Coelln John K. McQuade
Bruno S. Frassetto Randall W. Sweeney
It is not anticipated that any of the foregoing nominees will be
unavailable to serve as a director of the Company. In the event that any
nominee should become unavailable to serve for any reason, however, the
persons named in the enclosed form of proxy reserve the right to substitute
another of their choice as nominee in his place or to vote for such lesser
number of directors as may be prescribed by the Board of Directors in
accordance with the Company's Certificate of Incorporation and By-Laws.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
FOREGOING NOMINEES, AND UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE
ENCLOSED FORM OF PROXY TO THE CONTRARY, PROPERLY EXECUTED PROXIES WILL BE
VOTED FOR THE FOREGOING NOMINEES.
-1-
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
The information and figures provided below are provided on the basis of
information furnished to the Company by the named individuals. Said
individuals owned the shares set forth beneficially and of record and had
sole voting and investment power with respect to such shares. The figures
exclude an aggregate of 9,000 shares held by members of the immediate
families of the directors and executive officers, as to which such
directors and officers disclaim beneficial ownership.
NOMINEES FOR ELECTION FOR THE TERM ENDING 1996
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FRANK B. CARDER Director Since 1980
Chairman of the Board Age 71
Transact International Inc.
Mr. Carder has served as Chairman of the Board of the Company since
April 21, 1995. From November 7, 1980 to April 20, 1995 he was President
of the Company.
Shares of Common Stock owned as of July 20, 1995: 1,034,299
Percent of Class: 16.9%
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BRUNO S. FRASSETTO Director Since 1980
President Age 69
Transact International Inc.
Mr. Frassetto has served as President of the Company since April 21,
1995. From November 7, 1980 to April 20, 1995 he was Executive Vice
President and Secretary of the Company.
Shares of Common Stock owned as of July 20, 1995: 960,000
Percent of Class: 15.7%
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JOHN E. McCONNAUGHY, JR. Director since 1978
Retired Chairman of the Board, Chief Executive Officer Age 66
GEO International Corporation
Mr. McConnaughy retired as Chairman of the Board and Chief Executive
Officer of GEO International Corporation ("GEO") on October 1, 1992.
Prior to his retirement, he had been Chairman and CEO of GEO since 1981.
He is a director of GEO, Mego Corporation, Pantipec Corporation, DeVlieg
Bullard Corp., Riddell Sports Inc., Disease Protection International
Inc., Enviropur Waste Refining and Technology Inc. and Oxigene Inc.
Shares of Common Stock owned as of July 20, 1995: 11,000
Percent of Class: less than 1%
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JOHN K. McQUADE Director Since 1991
Financial Consultant Age 53
Mr. McQuade is currently self-employed as a financial consultant.
Mr. McQuade served as Chief Operating Officer of Entex Information
Services, Inc. from March 1992 to August 1992 and Chief Financial Officer
from August 1992 to January 1993. Previously he served as Senior Vice
President of Finance of EMCOR Inc., a multinational technical service
company for facility, information, energy and environmental systems,
since 1986.
Shares of Common Stock owned as of July 20, 1995: 10,000
Percent of Class: less than 1%
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RANDALL W. SWEENEY Director Since 1993
President Age 46
R.W. Sweeney & Associates, Inc.
Mr. Sweeney has served as President of R.W. Sweeney & Associates,
Inc., a consulting firm for government contractors, since 1981 and has
served as a member of the Ohio Board of Tax Appeals since 1984. In
addition, Mr. Sweeney is Vice President of Marketing and Contract
Administration for Ferrotherm Company, a Cleveland-based manufacturer of
turbine engine parts and components.
Shares of Common Stock owned as of July 20, 1995: 10,000
Percent of Class: less than 1%
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AXEL COELLN Director Since 1995
Executive Vice President Age 50
Transact International Inc.
Mr. Coelln was appointed Executive Vice President and a member
of the board of directors on April 21, 1995. From January 27, 1984
to April 20, 1995 Mr. Coelln served as Vice President of the Company.
Shares of Common Stock owned as of July 20 1995: 11,000
Percent of Class: less than 1%
The 11,000 shares shown for Mr. Coelln may be acquired within 60
days of July 20, 1995 upon his exercise of the stock options granted to
him by the Company.
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-2-
EXECUTIVE OFFICERS. The executive officers of, and their ages and
respective positions with, the Company are as set forth below:
NAME POSITION AGE
Frank B. Carder Chairman of the Board and Director 71
Bruno S. Frassetto President and Director 69
Axel Coelln Executive Vice President and Director 50
OTHER INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS. As of
July 12, 1995, all of the Company's directors and executive officers as a
group (6 persons) beneficially owned 2,036,299 shares, or approximately
33.3% of the outstanding Common Stock, including shares which such
directors and officers may acquire within 60 days upon the exercise of
options. Each director and officer has sole voting and investment power
over the shares reported. The shares reported exclude an aggregate of
9,000 shares held by members of the immediate families of the directors and
officer as to which beneficial ownership is disclaimed.
No director, executive officer or nominee has any family relationship
to any other director, executive officer or nominee.
Officers of the Company are elected by the Board of Directors generally
at the meeting of said Board immediately following each Annual Meeting of
Stockholders of the Company. Each officer serves until the meeting of the
Board of Directors following the next Annual Meeting of Stockholders,
subject to his earlier resignation, removal or death, and until his
successor has been duly elected and has qualified.
Each Director who is not an employee of the Company receives an annual
fee of $7,000 for attending meetings of, and serving on, the Board of
Directors. In addition to the $7,000 annual fee on April 21, 1995 the
three outside members of the Board, Messrs. Sweeney, McConnaughy and
McQuade were awarded 10,000 restricted shares of the Company's Common Stock
for services rendered in fiscal 1995. The fair market value of each share
was $.10 thereby compensating each of the three outside members of the
Board an additional $1,000. No additional amounts are payable for
committee participation or special assignments.
In addition, Messrs. McQuade and Sweeney were paid $27,375 and $17,545,
respectively, for consulting services performed for the Company in the
fiscal year ended April 30, 1995.
During 1994, Frank B. Carder, Chairman of the Board and director of the
Company and Bruno S. Frassetto, President and director of the Company, each
gave collateral having a value of $50,000 in support of the Company's
bonding requirements. Neither of Messrs. Carder nor Frassetto received any
consideration from the Company for the delivery of such collateral. In
1995 upon completion of the project for which a surety bond had been
issued, the collateral of Mr. Carder and Mr. Frassetto was released and
returned to them by the bonding company.
During fiscal 1995 Bruno S. Frassetto, President and a director of the
Company received two interest free advances from the Company aggregating
$45,000. These advances are to be paid to the Company in fiscal 1996 at
the rate of $5,000 per month for nine months.
Each of Messrs. Sweeney and McQuade was late in filing his Form 3,
"Initial Statement of Beneficial Ownership" under the Securities Exchange
Act of 1934.
COMMITTEES OF THE BOARD OF DIRECTORS. The Audit Committee of the Board
of Directors is comprised of Messrs. McQuade and McConnaughy. The
principal functions of this Committee are to recommend to the Board of
Directors the independent public accounting firm that will conduct the
annual audit of the Company's accounts, to review the nature and scope of
the audit, and to review the financial organization and accounting
practices of the Company. The Audit Committee held one meeting during the
fiscal year ended April 30, 1995.
The Board of Directors has no nominating or compensation committee.
During the fiscal year ended April 30, 1995, the Board of Directors
held one meeting. All directors attended at least 75% of the total number
of meetings of the Board of Directors and of committees on which they
served.
-3-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. To the
best knowledge of the Company based on a review of information filed with
the Securities and Exchange Commission and the Company's stock records, the
following table presents information as of July 20, 1995 with respect to
the beneficial ownership of the Common Stock of: (i) all persons known to
the Company to be the beneficial owner of more than 5% of any class of such
securities; (ii) the directors and nominees of the Company; (iii) the
executive officers named in the Summary Compensation Table; and (iv) all
directors and executive officers of the Company as a group.
Name and Address of Beneficial Amount and Nature of Percent of
Owner Beneficial Ownership(1) Class
- ------------------------------- ------------------------ ----------
Frank B. Carder 1,034,299 shares 16.9%
28 Hamilton Lane
Darien, Connecticut 06820
Bruno S. Frassetto 960,000 shares 15.7%
386 June Road
Stamford, Connecticut 06903
Donald G. Stiles 675,000 shares 11.0%
5540 North Ocean Drive
Apt. 11A
Rivera Beach, Florida 33404
Axel Coelln 11,000 shares(2) less than 1%
105 Harbor Drive #139
Stamford, Connecticut 06905
John E. McConnaughy, Jr. 11,000 shares less than 1%
JEMC Corp.
1011 High Ridge Road
Stamford, CT 06905
John K. McQuade 10,000 shares less than 1%
109 Mustato Road
Katonah, New York 10536
Randall W. Sweeney 10,000 shares less than 1%
R. W. Sweeney & Associates, Inc.
1057 Woodglen Road
Westerville, Ohio 43081
All directors and executive 2,036,299 shares(3) 33.3%
officers as a group (six)
(1) Each of the named individuals owned the shares included in the
table beneficially and of record and had sole voting and investment power
with respect to such shares. The figures shown in the table exclude an
aggregate of 9,000 shares held by members of the immediate families of the
directors and executive officers. The directors and executive officers
disclaim beneficial ownership of such shares.
(2) The 11,000 shares shown for Mr. Coelln may be acquired within 60
days of July 20, 1995 upon his exercise of the stock options granted to him
by the Company.
(3) Includes all shares listed above, including the 11,000 shares
subject to options which are exercisable within 60 days of July 20, 1995.
-4-
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table summarizes all
compensation paid to the Company's Chairman of the Board and to all of the
Company's executive officers other than the Chairman of the Board for
services rendered in all capacities to the Company for fiscal years ended
April 30, 1995, 1994 and 1993, respectively. Perquisites, personal
benefits and other compensation paid to each named officer are not
disclosed below as they aggregate less than the minimum disclosure levels.
Annual Compensation
--------------------------
Fiscal All Other
Name and Principal Position Year Salary Compensation*
- -------------------------------- ------ ------ -------------
Frank B. Carder 1995 $ 84,100 7,959.00
Director, Chairman of the Board 1994 $131,218 7,128.48
1993 $125,000 8,481.24
Bruno S. Frassetto 1995 $108,850 11,151.00
Director, President 1994 $153,218 5,808.48
1993 $135,000 9,081.24
Axel Coelln 1995 $160,311 9,507.48
Director, Executive Vice President 1994 $170,730 9,846.88
1993 $148,000 8,887.88
*Amounts represent Company contributions to Transact's 401(k) Profit
Sharing Plan and its Money Purchase Pension Plan.
STOCK OPTIONS. During the fiscal year ended April 30, 1995 no stock
options were granted to any of the executive officers named in the Summary
Compensation Table and no stock options were exercised during this period.
The following table sets forth information regarding the total number
of unexercised stock options and the value of unexercised options at April
30, 1995 for Mr. Coelln. Mr. Coelln is the only executive officer named in
the Summary Compensation Table to whom stock options have been granted and
remain outstanding and exercisable under the Company's 1978 Employees'
Stock Option Plan.
Number of Value of Unexercised
Unexercised Options at In-the-Money
Fiscal Year-End Options at Fiscal Year-End
Name Exercisable Unexercisable Exercisable
- ------------ --------------------------------------------------------------
Axel Coelln 11,000 - $0.00
EXECUTIVE EMPLOYMENT CONTRACTS. The three executive officers of the
Company named in the Summary Compensation Table, Frank B. Carder, Bruno S.
Frassetto and Axel Coelln, have employment contracts with the Company. The
following table summarizes the terms and conditions of these contracts:
Executive Commencement Date Length of Contract Annual Salary ** Special Benefits Benefit Value
of Contract
Frank B. Carder August 1, 1991 Three years, automatically $165,000 Death benefit $165,000
extended for additional one during term
year periods
Bruno S. Frassetto August 1, 1991 Three years, automatically $165,000 Death benefit $165,000
extended for additional one during term
year periods
Axel Coelln June 24, 1991 Four years, automatically $157,830 - -
extended for additional one
year periods
** The annual salary is reviewed each year and may be modified as the
Company and the executive may agree.
In addition, pursuant to the terms of their respective employment
agreements each of Messrs. Carder, Frassetto and Coelln will receive one
year's salary upon termination of employment by the Company.
As a result of the Company's operating conditions, Messrs. Carder and
Frassetto have agreed to be paid less than the salary specified in their
respective employment agreements for the fiscal years ended April 30, 1995,
1994 and 1993.
-5-
ITEM 2: RATIFICATION OF THE APPOINTMENT
OF
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has audited the financial statements of the
Company since fiscal year 1991. The selection of Deloitte & Touche LLP to
audit the Company's financial statements for its fiscal year ending April
30, 1996, has been recommended by the Audit Committee of the Board of
Directors and approved by the Board of Directors. A representative of
Deloitte & Touche LLP is expected to be present at the Meeting and will
have an opportunity to make a statement if desired and to answer any
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE COMPANY FOR ITS FISCAL YEAR ENDING APRIL 30,
1996, AND UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE ENCLOSED FORM OF
PROXY TO THE CONTRARY, PROPERLY EXECUTED PROXIES WILL BE VOTED FOR SUCH
RATIFICATION.
ITEM 3: OTHER BUSINESS
The Company's Board of Directors does not intend to present, and has no
knowledge that others intend to present, any matter of business at the
Meeting other than that set forth in this Proxy Statement and the
accompanying Notice of Annual Meeting of Stockholders. In the event that
other matters are properly raised at the Meeting, however, it is the
intention of the persons named in the enclosed form of proxy to vote any
proxies in accordance with their best judgment.
1996 PROPOSALS OF STOCKHOLDERS
Any eligible shareholder of the Company intending to present a proposal
at the 1996 Annual Meeting of Stockholders must submit proposals to the
Company at its principal office 20 Thorndal Circle, Darien, Connecticut
06820 by May 6, 1996 to be eligible for inclusion in the Company's Proxy
Statement and form of proxy relating to such Annual Meeting.
ANNUAL REPORT AND 10-K
A copy of the Company's 1995 Annual Report to Stockholders is attached
hereto. A copy of the Company's Annual Report on Form 10-KSB for the
fiscal year ended April 30, 1995 may be obtained (except for exhibits)
without charge by written request to Bonnie W. Halpin, Manager of
Administration, Transact International Inc., 20 Thorndal Circle, Darien,
Connecticut 06820. Copies of said Annual Report on Form 10-KSB will not
include the exhibits thereto, but will include a list describing the
exhibits not included, copies of which will be available at a cost of one
dollar per copy.
-6-
PROXY APPENDIX A
[X] PLEASE MARK VOTES Proxy for Annual Meeting of Stockholders
AS IN THIS EXAMPLE TRANSACT INTERNATIONAL INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
TRANSACT INTERNATIONAL INC.
Bonnie Halpin and Deborah McCarthy, or either of them with power of
substitution, are hereby authorized to represent the undersigned and to vote
all shares of the Common Stock of Transact International Inc. ("Transact")
held by the undersigned at the Annual Meeting of Stockholders to be held at
the corporate offices of Transact International Inc., 20 Thorndal Circle,
Darien, Connecticut 06820, at 10:00 A.M., Eastern time, on October 11, 1995
and at any adjournments thereof, on the following matters:
A Vote FOR is Recommended by the Board of Directors
(1) Election of a Board of directors of For Withhold For All Except
Transact consisting of the folowing [ ] [ ] [ ]
six persons:
Frank B. Carder Axel Coelln
Bruno S. Frassetto John E. McConnaughy, Jr.
John K. McQuade Randall W. Sweeney
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
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(2) Proposal to ratify the appointment For Against Abstain
of Deloitte & Touche LLP as the [ ] [ ] [ ]
independent public accountants of
Transact for the fiscal year ended
April 30, 1996.
(3) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY, IF PROPERLY SIGNED, WILL BE VOTED AS
SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS MADE BY THE UNDERSIGNED,
THIS PROXY WILL VE VOTED FOR ITEMS (1) AND (2).
The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy
Statement.
(This Proxy should be signed exactly as your name appears hereon. When signing
as attorney, executor, administrator, trustee, guardian or officer of a
corporation, please give full title as such. In the case of joint ownership,
each joint owner should sign.)
Please be sure to sign and date this Proxy in the box below.
------------------------------------
Date
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Stockholder sign above -- Co-holder (if any) sign above
================================================================================
Detach above card, sign, date and mail in postage paid envelope provided
TRANSACT INTERNATIONAL INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY