UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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 Rule 14a-11(c) or Rule 14a-12
EURO TRADE & FORFAITING, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check appropriate box):
[x] No fee required
[_] 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:
[_] 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:
EURO TRADE & FORFAITING, INC.
Suite 1620 - 400 Burrard Street
Vancouver, British Columbia, Canada V6C 3A6
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
Euro Trade & Forfaiting, Inc.:
The 2001 Annual Meeting of Shareholders of Euro Trade & Forfaiting, Inc., a Utah
corporation (the "Corporation"), will be held at 8:00 a.m. (Pacific Standard
Time) on December 18, 2001 at Suite 1000, 925 West Georgia Street, Vancouver,
British Columbia, Canada for the following purposes:
1. To elect four directors of the Corporation; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 26, 2001 as
the record date for the determination of Shareholders entitled to notice of, and
to vote at, the Annual Meeting.
By Order of the Board of Directors,
/s/ James Carter
-----------------------------
James Carter
Secretary
Vancouver, British Columbia
October 26, 2001
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY USING THE ENCLOSED ENVELOPE. INSTRUCTIONS FOR
THE PROPER EXECUTION OF PROXIES ARE SET FORTH IN THE PROXY STATEMENT.
EURO TRADE & FORFAITING, INC.
PROXY STATEMENT
---------------
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Euro Trade & Forfaiting, Inc. (the "Corporation")
for use at the 2001 Annual Meeting of Shareholders (the "Annual Meeting") to be
held at 8:00 a.m. (Pacific Standard Time) on December 18, 2001 at Suite 1000,
925 West Georgia Street, Vancouver, British Columbia, Canada, and any
adjournments thereof.
The Annual Meeting may be postponed or adjourned from time to time without any
notice other than announcement at the meeting, and any and all business for
which notice is hereby given may be transacted at any such postponed or
adjourned meeting.
A shareholder who delivers an executed proxy pursuant to this solicitation may
revoke it at any time before it is exercised by: (1) executing and delivering a
later dated proxy card to the Secretary of the Corporation prior to the Annual
Meeting; (2) delivering written notice of revocation of the proxy to the
Secretary of the Corporation prior to the Annual Meeting; or (3) attending and
voting in person at the Annual Meeting. Attendance at the Annual Meeting, in
and of itself, will not constitute a revocation of a proxy.
Proxies will be voted as specified by the shareholder or shareholders granting
the proxy. Unless contrary instructions are specified, if the enclosed proxy is
executed and returned (and not revoked) prior to the Annual Meeting, the shares
of common stock, par value $0.001 per share (the "Common Shares"), of the
Corporation represented thereby will be voted for the election of the four
directors nominated by the Board of Directors and in accordance with the best
judgement of the named proxies on the matters properly brought before the Annual
Meeting. A majority of the outstanding Common Shares entitled to vote at the
Annual Meeting, represented in person or by proxy, constitute a quorum.
Cumulative voting in the election of directors is not permitted.
This Proxy Statement and the enclosed proxy card will be first mailed on or
about October 29, 2001 to the Corporation's shareholders of record on October
26, 2001 (the "Record Date").
Proxies will be solicited primarily by mail and may also be solicited personally
and by telephone by directors and officers of the Corporation, without
additional remuneration therefor. The Corporation may also reimburse banks,
brokers, custodians, nominees and fiduciaries for their reasonable charges
and expenses in forwarding proxies and proxy materials to the beneficial owners
of the Corporation's Common Shares. All costs associated with soliciting proxies
will be borne by the Corporation. The Corporation does not presently intend to
employ any other party to assist in the solicitation process. Proxies should
be signed and returned to the Secretary of the Corporation, c/o Suite
1620 - 400 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A6, using
the enclosed envelope.
At the close of business on October 26, 2001, there were 22,240,724 Common
Shares issued and outstanding. Each Common Share entitles the holder thereof to
one vote on each of the matters properly presented at the Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
The business of the Corporation is managed under the direction of the
Corporation's Board of Directors. At the Annual Meeting four directors will be
elected to serve until the annual meeting for the fiscal year 2002. The
nominees for election as directors are Michael J. Smith, James Carter, Slobodan
Andjic and Simon Law, all of whom presently serve as directors. Each of the
proposed nominees for director has indicated that he is willing and able to
serve as a director following the Annual Meeting. If any of the nominees is
unable or unwilling to serve, the accompanying proxy may be voted for the
election of such other person as will be designated by the Board of Directors.
Proxies received by the Corporation on which no designation is made will be
voted FOR the nominee.
DIRECTORS
The following table sets forth information regarding each nominee for election
as a director.
NAME CURRENT POSITION WITH THE CORPORATION AGE
---- ----------------------------------------------- ---
Michael J. Smith President, Chief Executive Officer and Director 53
---------------- ----------------------------------------------- ---
James Carter Secretary, Vice President and Director 56
---------------- ----------------------------------------------- ---
Slobodan Andjic Director 57
---------------- ----------------------------------------------- ---
Simon Law Director 41
---------------- ----------------------------------------------- ---
Michael J. Smith became the President, Chief Executive Officer and a director of
the Corporation on February 4, 2000. Mr. Smith is the President, Chief
Executive Officer and a director of MFC Bancorp Ltd. ("MFC") and is the Chief
Executive Officer, Chief Financial Officer and a director of TriMaine Holdings,
Inc. and Drummond Financial Corporation.
James Carter became the Secretary and a director of the Corporation on February
4, 2000. Mr. Carter is currently a Vice President of MFC. He served as
President and a director of Pine Resources Corporation ("Pine") from October
1998 to December 1999 and was the President and Chief Executive Officer of
Carlin Resources Corp. from 1994 to 1998.
Slobodan Andjic became a director of the Corporation on October 10, 2000. Mr.
Andjic has served as Vice President and a director of Swiss Investment Group
since 1998. He served as an advisor to the President of Mercur and a director
and coordinator of the Mercur group of companies from 1996 to 1998. Mr. Andjic
was the Chairman of Yugoexport Athens Company from 1994 to 1996.
Simon Law became a director of the Corporation on November 27, 2000. Mr. Law
has been a director of Kelsion Secretarial and Consultants Ltd. in Hong Kong
since 1990.
The Board of Directors held no meetings in fiscal 2001 and acted five times
through written consent during that period.
COMMITTEES OF THE BOARD
The Board of Directors did not have a nominating or compensation committee in
fiscal 2001.
Executive Committee. The Board of Directors created an executive committee on
October 10, 2000 to, inter alia, (1) manage a legal action commenced by the
Corporation on November 3, 2000 against its former Chief Executive Officer, John
Vowell, and others, including John Does (collectively, the "Defendants")
alleging, in part, that Mr. Vowell breached his fiduciary duty to the
Corporation and, along with the other Defendants, participated in a wide-ranging
fraudulent scheme to benefit themselves and their associates at the expense of
the Corporation, (2) manage conflicts of interest arising or that may arise out
from such legal action and (3) to otherwise manage the affairs of the
Corporation during the pendency of such legal action. The members of the
executive committee were Michael J. Smith, James Carter and Slobodan Andjic. The
executive committee was disbanded in 2001. Reference is made to the
Corporation's report on Form 10-K for the year ended June 30, 2001 for further
information concerning the legal action commenced by the Corporation.
Audit Committee. The members of the audit committee are James Carter and Simon
Law, both of whom are directors of the Corporation. Mr. Carter, as a result of
his being an officer of MFC, is not independent of the Corporation. However,
the Board carefully considered Mr. Carter's affiliation with MFC as well as his
accounting and financial expertise and determined that it is in the best
interest of the Corporation and its shareholders that he continue to serve as a
member of the Audit Committee. Mr. Law is independent of the Corporation. The
function of the audit committee is to meet and review the results of the audit
of the Corporation's financial statements performed by the Corporation's
independent public accountant and to recommend the selection of a new
independent public accountant when necessary. The Corporation's Board of
Directors has not adopted a written charter for the audit committee. The audit
committee met once during fiscal 2001.
COMPENSATION OF DIRECTORS
The Corporation does not compensate its directors for serving as directors,
although directors are reimbursed by the Corporation for any expenses they incur
in connection with performing their duties as directors.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the shareholders vote FOR the nominees
listed herein.
OWNERSHIP OF SECURITIES
The following table sets forth certain information regarding the beneficial
ownership of the Corporation's Common Shares on the Record Date by: (1) each
person known by the Corporation to beneficially own more than 5% of the
Corporation's Common Shares; (2) each executive officer and director of the
Corporation; and (3) all executive officers and directors of the Corporation as
a group.
---------------------------------------------------------------
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP OF CLASS
---------------------------------------------------------------
Michael J. Smith
59 Charlottenstrasse
D-10117, Berlin,
Germany 2,302,663(2) 9.9%
---------------------------------------------------------------
James Carter
59 Charlottenstrasse
D-10117, Berlin,
Germany - -
---------------------------------------------------------------
Slobodan Andjic
UL. II Crnogroskog,
Bataljona BB
81000 Podgorica,
Montenegro, Yugoslavia - -
---------------------------------------------------------------
Simon Law
Flat C, 2/F,
Fu Bon Court
32 Fortress Hill Road
Fortress Garden,
Hong Kong - -
---------------------------------------------------------------
Beaumont Capital Ltd.(3)
Room 505
5/F East Town Building
41 Lockhart Rd.,
Wanchai, Hong Kong 15,940,000 64.5%
---------------------------------------------------------------
All executive officers
and directors as
a group 2,302,663 9.9%
---------------------------------------------------------------
<FN>
(1) The information presented in this table is based solely on information
contained in Schedule 13Ds filed by the beneficial owners with the Securities
and Exchange Commission or information furnished to the Corporation. Except as
set forth in the footnotes to this table, the persons named in the table above
have sole voting and investment power with respect to all Common Shares shown as
beneficially owned by them.
(2) Michael J. Smith is a director and officer of MFC, which owns
all of the issued and outstanding common stock of MFC Merchant Bank S.A. (the
"Bank"). MFC owns 420,000 Common Shares of the Corporation and warrants to
acquire an additional 420,000 Common Shares. On a diluted basis, MFC therefore
beneficially owns, or has control or direction over, 840,000 Common Shares of
the Corporation. Additionally, the Bank owns 202,663 Common Shares (the "Bank
Shares") of the Corporation. Michael J. Smith is not an officer or director of
the Bank and disclaims beneficial ownership of the Bank Shares. Parkland
Ventures Limited, a wholly-owned subsidiary of Pine, owns 630,000 Common Shares
of the Corporation and warrants to acquire an additional 630,000 Common Shares
MFC owns approximately 51% of the outstanding shares of Pine.
(3) Beaumont Capital Ltd. ("Beaumont") purchased 11 million Common Shares of
the Corporation on March 2, 2001 and 2,470,000 units (the "Units") of the
Corporation on November 14, 2000. Each Unit is comprised of one Common Share
and one Common Share purchase warrant, which is exercisable for one additional
Common Share of the Corporation. On a diluted basis, Beaumont therefore
beneficially owns, or has control or direction over, 15,940,000 Common Shares of
the Corporation. Samuel W. Lee owns all of the issued and outstanding shares
of Beaumont.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following table sets forth information concerning the total compensation
earned or paid during the last three fiscal years to the Corporation's Chief
Executive Officer and each of the Corporation's current executive officers who
received in excess of $100,000 in salary and bonus in fiscal 2001:
-----------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------
ANNUAL COMPENSATION
-----------------------------------------------------------------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ALL OTHER
COMPENSATION ($)
-----------------------------------------------------------------------------------
Michael J. Smith(1) 2001 - - -
President, Chief
Executive Officer and Director 2000 - - -
<FN>
-----------------------------------------------------------------------------------
(1) Michael Smith was appointed the Corporation's President and Chief Executive
Officer on February 4, 2000.
STOCK OPTIONS
The Corporation did not have a stock option plan in place in fiscal 2001 and no
stock options were granted by the Corporation to any of its executive officers
during that period.
The following Report of the Directors on Executive Compensation and the
Performance Graph included in this Proxy Statement will not be deemed to be
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent the Corporation
specifically incorporates this information by reference, and will not otherwise
be deemed filed under the Acts.
REPORT OF THE DIRECTORS ON EXECUTIVE COMPENSATION
In fiscal 2001, the Board of Directors was responsible for setting compensation
philosophy and determining base salary, bonus and other benefits for the
Corporation's senior executive officers. The Board of Directors believes that
executive compensation should be closely aligned with the performance of the
Corporation on both a short and long term basis, and that such compensation
should assist the Corporation in attracting and retaining key executives
critical to its long term success. To that end, the Board of Directors' policy
is that the compensation package for executive officers should consist of an
annual base salary and an incentive bonus, the amount of which is dependent on
the performance of both the Corporation and the executive officer during the
prior fiscal year.
Base salaries for executive officers are reviewed on an annual basis and at the
time of promotion or other increase in responsibilities. Increases in salaries
are based on a subjective evaluation of such factors as the level of
responsibility, individual performance, level of pay and peer group pay levels.
Incentive bonuses are generally granted based on a percentage of each executive
officer's base salary.
/s/ Michael J. Smith /s/ James Carter
-------------------- -----------------
Michael J. Smith James Carter
/s/ Slobodan Andjic /s/ Simon Law
------------------- -----------------
Slobodan Andjic Simon Law
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return (stock
price appreciation plus dividends) on the Corporation's Common Shares with the
cumulative total return of the NASDAQ Market Index and the MG Industry Group
Index for Credit Services Companies prepared by Media General Financial
Services. Each of the cumulative total returns presented assumes a $100
investment on December 31, 1998 and the reinvestment of dividends.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
THE CORPORATION, NASDAQ MARKET INDEX AND MG INDUSTRY GROUP INDEX
[GRAPHIC OMITED]
[GRAPHIC OMITED]
COMPANY/INDEX/MARKET 31/12/1998 30/06/1999 31/12/1999 30/06/2000 31/12/2000 30/06/2001
----------------------------- ---------- ---------- ---------- ---------- ---------- ----------
Euro Trade & Forfaiting, Inc 100.00 36.00 19.00 2.37 0.92 1.16
---------- ---------- ---------- ---------- ---------- ----------
MG Industry Group Index 100.00 122.15 130.24 130.96 147.39 134.67
----------------------------- ---------- ---------- ---------- ---------- ---------- ----------
NASDAQ Market Index 100.00 121.57 182.47 178.57 110.74 97.84
----------------------------- ---------- ---------- ---------- ---------- ---------- ----------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Smith is an officer and a director of the Corporation and is also an officer
and a director of MFC. MFC is a shareholder in the Corporation and has
a management agreement with the Corporation expiring in January 2003. Fees
under the management agreement may be earned by MFC based on the Corporation's
future performance. In 2001, the Corporation reimbursed expenses (plus a 15%
service charge) paid by MFC amounting to $0.3 million.
The Corporation has a note receivable from MFC in the amount of $5.0 million at
June 30, 2001 and 2000. The note is due January 31, 2002, bears interest at
8.25% and is unsecured. Interest income on the note was $0.4 million for
the year ended June 30, 2001, and $0.2 million for the year ended June 30,
2000. Based on the short-term nature of this note receivable, fair value
approximates carrying value.
The Corporation has $10.7 million on deposit with a bank subsidiary of MFC
at June 30, 2000. The Corporation had no deposit with this bank subsidiary
at June 30, 2001. Interest income from this deposit amounted to $0.2 million
for the year ended June 30, 2001, and $86,000 for the year ended June 30, 2000.
The Corporation issued 8,500,000 shares of common stock through a private
placement that was underwritten by MFC. Underwriting fees of $0.9 million
were paid to MFC out of the proceeds of this stock issuance. For each share
issued, a warrant to purchase an additional share for $1.35 was issued. These
warrants expire in November 2005. For each warrant exercised, the Corporation
is required to pay MFC 8% of the proceeds.
INDEBTEDNESS OF MANAGEMENT
During fiscal 2001, none of the Corporation's officers or directors, or any
corporation or organization of which they are an executive officer or director
or, directly or indirectly, the beneficial owner of 10% or more of any class of
equity securities, or any trust, was indebted to the Corporation or its
subsidiary at any time since the beginning of the Corporation's last fiscal year
in an amount in excess of $60,000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, require the Corporation's directors and executive
officers and persons who beneficially own more than 10% of the Common Shares
(collectively, the "Reporting Persons"), to file with the SEC initial reports of
beneficial ownership (Form 3) and reports of changes in beneficial ownership of
Common Shares and other equity securities of the Corporation (Form 4).
Reporting Persons are required by SEC regulations to furnish to the Corporation
copies of all Section 16(a) reports that they file. To the Corporation's
knowledge, based solely on a review of the copies of such reports furnished to
the Corporation, all Section 16(a) filing requirements applicable to the
Reporting Persons were complied with for the fiscal year ended June 30, 2001.
REPORT OF THE AUDIT COMMITTEE
The primary purpose of the Audit Committee is to assist the Board of Directors
in its general oversight of the Corporation's financial reporting process.
Management is responsible for the preparation, presentation, and integrity of
the Corporation's financial statements, accounting and financial reporting
principles, internal controls, and procedures designed to ensure compliance with
accounting standards, applicable laws, and regulations. The Corporation's
independent auditors, Peterson Sullivan P.L.L.C., are responsible for performing
an independent audit of the consolidated financial statements and expressing an
opinion on the conformity of those financial statements with generally accepted
accounting principles.
The Audit Committee has reviewed and discussed the audited financial statements
of the Corporation for the fiscal year ended June 30, 2001 with the
Corporation's management and has discussed with Peterson Sullivan P.L.L.C. the
matters required to be discussed by Statement on Auditing Standards Board
Standard No. 61, as amended, "Communication with Audit Committees". In
addition, Peterson Sullivan P.L.L.C. has provided the Audit Committee with the
written disclosures and the letter required by the Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees", and the Audit
Committee has discussed with Peterson Sullivan P.L.L.C. their independence.
Based on these reviews and discussions, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in the
Corporation's Annual Report on Form 10-K for the fiscal year ended June 30,
2001, for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE
James Carter
Simon Law
FEES PAID TO AUDITORS
The Corporation paid audit fees of $40,095 and other services fees of $10,924 to
Peterson Sullivan P.L.L.C. in fiscal 2001.
INDEPENDENT ACCOUNTANTS AND AUDITORS
Marc Lumer & Company ("MLC") examined the consolidated financial statements of
the Corporation and its subsidiary for the year ended June 30, 1999. On March 1,
2000, MLC was replaced as the Corporation's certifying accountant with Peterson
Sullivan P.L.L.C. During the Corporation's two most recent fiscal years and the
subsequent interim periods preceding MLC's replacement, the Corporation had no
disagreements with MLC on matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of MLC, would have caused it
to make reference to such disagreements in its reports on the Corporation's
financial statements for such years and interim periods.
The Corporation's reports on Form 8-K filed March 7, 2000 and Form 8-K/A filed
March 21, 2000 concerning the appointment of Peterson Sullivan P.L.L.C. and
replacement of MLC as the Corporation's certifying accountant are incorporated
herein by reference.
Representatives from Peterson Sullivan P.L.L.C. are not expected to attend the
Annual Meeting.
ANNUAL REPORT
The Corporation's annual report on Form 10-K, which contains consolidated
audited financial statements for the fiscal year ended June 30, 2001, has
preceded the mailing of this Proxy Statement. A copy of the Corporation's annual
report on Form 10-K is enclosed herewith.
FUTURE SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the next Annual Meeting
of Shareholders must be received by the Corporation on or before June 30, 2002.
A shareholder must notify the Corporation on or before June 1, 2002 that he or
she intends to introduce a proposal at the 2002 shareholder meeting or
management will have discretionary authority to vote its proxies with respect to
such proposal.
OTHER MATTERS
The Board of Directors knows of no matter other than those mentioned in the
Proxy Statement to be brought before the Annual Meeting. If other matters
properly come before the Annual Meeting, it is the intention of the proxy
holders to vote the proxies in accordance with their judgment. If there is
insufficient votes to approve the proposal contained herein, the Board of
Directors may adjourn the Annual Meeting to a later date and solicit additional
proxies. If a vote is required to approve such adjournment, the proxies will be
voted in favor of such adjournment.
By order of the Board of Directors,
/s/ James Carter
-----------------------------------
James Carter
Secretary
Vancouver, British Columbia
October 26, 2001
PROXY
EURO TRADE & FORFAITING, INC.
Suite 1620 - 400 Burrard Street
Vancouver, British Columbia, Canada, V6C 3A6
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EURO TRADE &
FORFAITING, INC.
The undersigned hereby appoints James Carter and, in his absence, Michael J.
Smith, as proxy, with the power of substitution to represent and to vote as
designated below, all the shares of the beneficial interest of Euro Trade &
Forfaiting, Inc. held of record by the undersigned on October 26, 2001 at the
Annual Meeting of Shareholders to be held on December 18, 2001 or on the date of
any adjournment thereof.
1. To elect four members of the Board of Directors, to serve until their term
expires or until their successors have been elected and qualified;
FOR the nominees listed below WITHHOLD authority to vote
(except as marked to the for the nominees listed
contrary below) [_] below [_]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Michael J. Smith James Carter Slobodan Andjic Simon Law
2. In his discretion, the proxy holder is authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR Proposal 1.
Please sign exactly as your name appears on your share certificates. When shares
are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
Dated: , 2001
------------------------
Signature:
--------------------------
Print Name:
--------------------------
Number of Shares:
---------------------
Please mark, sign, date and return this proxy promptly using the enclosed
envelope.