<PAGE> 1
NICHOLAS FINANCIAL, INC.
Building C. #501B
2454 McMullen Booth Road
Clearwater, FL 33759-1340
(727) 726-0763
NOTICE OF ANNUAL GENERAL MEETING
To the Members of Nicholas Financial, Inc:
NOTICE IS HEREBY GIVEN that the 2000 Annual General Meeting of the
Members (the "Meeting") of Nicholas Financial, Inc. (hereinafter
called the "Company") will be held at the Company's Corporate
Office, located at 2454 McMullen Booth Road, Building C Suite
501B, Clearwater, FL.
WEDNESDAY, AUGUST 9, 2000
at the hour of 9:00AM for the following purposes:
1. to receive the Report of the Directors;
2. to receive the financial statements of the Company for its
fiscal year ended March 31, 2000 and the report of the
Auditors thereon;
3. to elect one director to hold office until the 2001 Annual
General Meeting of Members and until his successor is duly
elected and qualified and to elect two directors to hold
office under the 2003 Annual General Meeting of Members and
until each of their respective successors is duly elected and
qualified;
4. to appoint Auditors for the ensuing year and to authorize the
Directors to fix their remuneration.
5. to transact such other business as may properly come before
the Meeting.
Accompanying this Notice are a Proxy Statement and Information
Circular and Form of Proxy.
Members of record as of the close of business on June 29, 2000
will be entitled to attend and vote at the Meeting, or any
adjournment or postponement thereof. A member entitled to attend
and vote at the Meeting is entitled to appoint a proxy holder to
attend and vote in his stead.
Your vote is important. If you are unable to attend the Meeting
(or any adjournment or postponement thereof) in person, please
read the Notes accompanying the Form of Proxy enclosed herewith
and then complete and return the Proxy within the time set out in
the Notes.
The enclosed Form of Proxy is solicited by the Board of Directors
of the Company but, as set out in the Notes accompanying the Form
of Proxy, you may amend it if you so desire by striking out the
names listed therein and inserting in the space provided the name
of the person you wish to represent you at the Meeting.
DATED at Clearwater, Florida, June 29, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
Peter L. Vosotas
President
<PAGE> 2
NICHOLAS FINANCIAL, INC.
Building C. #501B
2454 McMullen Booth Road
Clearwater, FL 33759-1340
(727) 726-0763
Supplemental Mailing List
Return Form
Dear Shareholder:
If you wish to have your name put on the Supplemental Mailing
List of Nicholas Financial, Inc. (the "Company"), such that you
shall be mailed copies of the Company's interim financial
statements in respect of the present fiscal year, then complete
this form and return it to the Company's registrar and transfer
agent, Montreal Trust, whose address is 510 Burrard Street, 4th
Floor, Vancouver, BC Canada V6C 3B9 or at the Corporate
Headquarters of the Company, 2454 McMullen Booth Road, Building
C Suite 501B, Clearwater, FL 33759-1340.
Name:(Please Print)
________________________________________________________________
Address:
_______________________________________________________________
_______________________________________________________________
Phone Number: _______________________________
Number and Class of Voting Securities Held:
_______________________________________________________________
Signature:
_____________________________________
<PAGE> 3
NICHOLAS FINANCIAL, INC.
Building C #501B
2454 McMullen Booth Road
Clearwater, FL 33759
(727) 726-0763
PROXY STATEMENT AND INFORMATION CIRCULAR
AS AT AND DATED JUNE 29, 2000
This Proxy Statement and Information Circular accompanies the
Notice of the 2000 Annual General Meeting of Members (the
"Meeting") of Nicholas Financial, Inc. (hereinafter called the
"Company") to be held on Wednesday August 9, 2000, at 9:00 a.m.
(Clearwater, Florida time), at the Company's Corporate Office,
located at 2454 McMullen Booth Road, Building C, Suite 501B,
Clearwater, Florida, and is furnished in connection with a
solicitation of proxies on behalf of the Board of Directors of the
Company for use at that Meeting and at any adjournment thereof.
The Company's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 2000, together with this Proxy Statement and
Information Circular and the accompanying proxy form ("Proxy"),
are first being mailed on or about July 3, 2000 to members
entitled to vote at the Meeting.
REVOCABILITY OF PROXY
If the accompanying Proxy is completed, signed and returned,
the shares represented thereby will be voted at the Meeting. The
giving of the Proxy does not affect the right to vote in person
should the member be able to attend the Meeting. The member may
revoke the Proxy at any time prior to the voting thereof.
In addition to revocation in any other manner permitted by
law, a proxy may be revoked by an instrument in writing executed
by the member or his attorney authorized in writing, or if the
member is a corporation, by a duly authorized officer or attorney
thereof, and deposited either at the registered office of the
Company at any time up to and including the last business day
preceding the day of the Meeting, or any adjournment thereof, or,
as to any matter in respect of which a vote shall not already have
been cast pursuant to such proxy, with the Chairman of the Meeting
on the day of the Meeting, or any adjournment thereof, and upon
either of such deposits the proxy is revoked.
PERSONS MAKING THE SOLICITATION
THE ENCLOSED PROXY IS BEING SOLICITED BY
THE BOARD OF DIRECTORS OF THE COMPANY
Solicitations will be made by mail and possibly supplemented
by telephone or other personal contact to be made without special
compensation by regular officers and employees of the Company. The
Company may reimburse members' nominees or agents (including
brokers holding shares on behalf of clients) for the cost incurred
in obtaining from their principals authorization to execute forms
of proxy. No solicitation will be made by specifically engaged
employees or soliciting agents. The cost of solicitation of
proxies on behalf of the Board of Directors will be borne by the
Company.
<PAGE> 4
VOTING SHARES AND OWNERSHIP
OF MANAGEMENT AND PRINCIPAL HOLDERS
The Company is authorized to issue 50,000,000 Common shares
without par value and 5,000,000 Preference shares without par
value. As of the close of business on June 29, 2000, the record
date for determining members entitled to notice of and to vote at
the Meeting, there were issued and outstanding 2,352,008 Common
shares and no Preference shares. At a General Meeting of the
Company, on a show of hands, every member present in person and
entitled to vote shall have one vote, and on a poll, every member
present in person or represented by proxy and entitled to vote
shall have one vote for each share of which such member is the
registered holder. Shares represented by proxy will only be voted
on a poll.
The following table sets forth certain information regarding
the beneficial ownership of Common shares as of June 29, 2000
regarding (i) each of the Company's directors, (ii) each of the
Company's executive officers, (iii) all directors and officers as
a group, and (iv) each person known by the Company to beneficially
own, directly or indirectly, more than 5% of the outstanding
Common shares. Except as otherwise indicated, each of the persons
listed below has sole voting and investment power over the shares
beneficially owned.
<TABLE>
<CAPTION>
Name Number of Shares Percentage Owned
-----------------------------------------------------------------
<S> <C> <C>
Peter L. Vosotas (1)(2) 1,099,836 40.0%
Dr. Ellis P. Hyman(3)(4) 64,417 2.3%
Stephen Bragin (5)(6) 30,903 1.1%
Melvin S. Cutler (7) 129,533 4.7%
Alton R. Neal (8) - *
Ralph T. Finkenbrink(9)(10) 22,668 1.0%
--------- -----
All directors and
officers as a group 1,347,357 49.1%
(6 persons) (11) ========= =====
</TABLE>
(1) Mr. Vosotas' business address is 2454 McMullen Booth Road,
Building C Clearwater, Florida 33759.
(2) Includes 33,334 shares under options exercisable within 60
days and does not include 41,666 shares under options which
are not exercisable within 60 days. Includes 333,333 shares
under warrants exercisable within 60 days.
(3) Dr. Hyman's business address is 2700 East Bay Drive, Largo,
Florida 33771
(4) Includes 3,334 shares under options exercisable within 60
days and does not include 1,666 shares under options which
are not exercisable within 60 days.
(5) Mr. Bragin's business address is 17757 US Highway 19 North,
Suite 26, Clearwater, Florida 33764.
(6) Includes 3,334 shares under options exercisable within 60
days and does not include 1,666 shares under options which
are not exercisable within 60 days.
(7) Mr. Cutler's business address is 306 Main Street, Worcester,
MA 01608-1518.
(8) Mr. Neal's business address is 100 N. Tampa Street, Suite
1800, Tampa, Florida 33602
(9) Mr. Finkenbrink's business address is 2454 McMullen Booth
Road, Building C Clearwater, Florida 33759.
(10) Includes 20,000 shares under options exercisable within 60
days and does not include 30,000 shares under options which
are not exercisable within 60 days.
(11) Includes 60,002 shares under options exercisable within 60
days and does not include 74,998 shares under
options which are not exercisable within 60 days. Includes
333,333 shares under warrants exercisable within 60 days.
<PAGE> 5
The directors have determined that all members of record as
of the close of business on June 29, 2000 (the "Record Date") will
be entitled to receive notice of and to vote at the Meeting. Those
members so desiring may be represented by proxy at the Meeting.
The Proxy, and the power of attorney or other authority, if any,
under which it is signed or a notarially certified copy thereof,
must be deposited either at the office of the Registrar and
Transfer Agent of the Company, Montreal Trust Company of Canada,
510 Burrard Street, Vancouver, B.C., V6C 3B9 or at the Head Office
of the Company at Building C #501B, 2454 McMullen Booth Road,
Clearwater, FL 33759-1343 not less than 48 hours, Saturdays and
holidays excepted, prior to the time of the holding of the Meeting
or any adjournment thereof.
Votes cast by proxy or in person at the Meeting will be
tabulated by the inspector of elections appointed for the Meeting,
who will also determine whether a quorum is present for the
transaction of business. The Company's Articles provide that a
quorum is present if two or more members of the Company are
present in person (or represented by proxy) holding an aggregate
of at least 33 1/3% of the total issued and outstanding shares of
the Company as of the Record Date for the Meeting. Abstentions
will be counted as shares that are present and entitled to vote
for purposes of determining whether a quorum is present. Shares
held by nominees for beneficial owners will also be counted for
purpose of determining whether a quorum is present if the nominee
has the discretion to vote on at least one of the matters
presented, even though the nominee may not exercise discretionary
voting power with respect to other matters and even though voting
instructions have not been received from the beneficial owner (a
"broker non-vote"). Neither abstentions nor broker non-votes are
counted in determining whether a proposal has been approved.
If a quorum exists, directors are elected by a plurality of
the votes cast by the shares entitled to vote in the election.
The proposal set forth herein to approve the appointment of the
Company's auditors will be adopted if a majority of the total
votes present, or represented, and entitled to vote at the Meeting
vote in favor of such proposal.
Members are urged to indicate their votes in the spaces
provided on the Proxy. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the
directions given therein. Where no instructions are indicated,
signed Proxies will be voted FOR each proposal listed in the
Notice of the Meeting which are set forth more completely herein.
Returning your completed Proxy will not prevent you from voting in
person at the Meeting should you be present and wish to do so.
Advance Notice of the Meeting was published pursuant to
Section 111 of the Company Act at Vancouver, B.C. on June 8, 2000.
<PAGE> 6
PROPOSAL 1: Election of Directors
The Board of Directors recommends the following nominees for
election as directors and urges each shareholder to vote "FOR" the
nominees. Proxies in the accompanying form will be voted at the
Meeting, unless authority to do so is withheld, in favor of the
election as directors of the nominees named below.
The Company's Board of Directors consists of five members
divided into three classes, with the members of each class serving
three-year terms expiring at the third Annual General Meeting of
Members after their elections. Two Directors are to be elected at
the Meeting to hold office for a term of three years expiring at
the 2003 Annual General Meeting of Members, and until each of
their respective successors shall have been duly elected and
qualified. One of such nominees was appointed by the Company's
Board of Directors to fill the vacancy created by increasing the
size of the Board from four (4) to five (5) members. Additionally,
another director is to be elected at the Meeting to hold office
for a term of one year expiring at the 2001 Annual General Meeting
of Members, and until their respective successor shall have been
duly elected and qualified. This nominee was appointed by the
Company's Board of Directors to fill the vacancy created by the
resignation of William Taylor as a director on or about February
8, 2000. In the event any of such nominees is unable to serve, the
persons designated as proxies will cast votes for such other
person in their discretion as a substitute nominee. The Board of
Directors has no reason to believe that the nominees named below
will be unavailable, or if elected, will decline to serve. All of
the nominees are residents of the United States.
<PAGE> 7
Certain information is set forth below for the nominees for
directors, as well as for the director whose term of office will
continue after the Meeting.
Name Age Principal Occupation
And Other Information
Nominees for Director -Term to expire 2001
Melvin S. Cutler 68 Mr. Cutler has served as a
director of the Company since
May 17, 2000. In 1972 he
founded Cutler Associates,
Inc. an architectural and
engineering firm and has
served as Chairman of the
Board since inception. Since
1985 he has served as Chairman
of the Board of Madison Bank.
Nominees for Director -Term to expire 2003
Alton C. Neal 55 Mr. Neal has served as a
director of the Company since
May 17, 2000. He has been in
the private practice of law
since 1975 and is currently a
partner with Johnson, Blakely,
Pope, Bokor, Ruppel & Burns,
Tampa, Fl. From 1994 until
1999 he was a partner in the
firm of Forlizzo & Neal.
Dr. Ellis P. Hyman, 62 Dr. Hyman has served as a
D.D.S., P.A director of the Company since
February 10, 1999 and as a
director of the Company's two
subsidiaries, Nicholas Data
Services, Inc. and Nicholas
Financial, Inc., since 1987
and 1990, respectively. Dr.
Hyman has been in private
dental practice for many
years.
Director Continuing in Office -Term to expire 2002
Stephen Bragin 68 Mr. Bragin has served as a
director of the Company since
February 10, 1999 and as a
director of the Company's two
subsidiaries, Nicholas Data
Services, Inc. and Nicholas
Financial, Inc., since 1987
and 1990, respectively. He
has served as Development
Director of the College of
Fine Arts, University of South
Florida, for over five years.
Director Continuing in Office -Term to expire 2001
Peter L. Vosotas 58 Mr. Vosotas founded the
Company in 1985 and has served
as Chairman of the Board,
Chief Executive Officer and
President of the Company and
each of its subsidiaries since
formation.
<PAGE> 8
PROPOSAL 2: APPOINTMENT OF AUDITORS
The Board of Directors recommends the approval of the
appointment of Ernst & Young LLP as Auditors of the Company and
urges each member to vote "FOR" such proposal. Executed and
unmarked proxies in the accompanying form will be voted at the
Meeting in favor of such proposal.
The Board of Directors proposes the appointment of Ernst &
Young LLP, Chartered Accountants, as Auditors of the Company for
the fiscal year ending March 31, 2000. Ernst & Young LLP have
been the Company's Auditors since September 13, 1994. A
representative of Ernst & Young LLP will be present at the
Meeting. Such representative will be available to respond to
appropriate questions and may make a statement if he or she so
desires.
<PAGE> 9
EXECUTIVE OFFICERS AND COMPENSATION
(Form 41, B.C. Securities Act and Regulations)
The Company has two (2) executive officers, Peter L. Vosotas,
Chairman of the Board, Chief Executive Officer and President, and
Ralph T. Finkenbrink, Vice-President-Finance. Mr. Finkenbrink has
served as Vice President-Finance of the Company since 1992. For
the Company's most recently completed financial year, total cash
compensation of US $354,595 was paid to the executive officers.
Except pursuant to option grants as described below, there are no
plans in effect pursuant to which cash or non-cash compensation
was paid or distributed to the executive officers during the most
recently completed financial year or is proposed to be paid or
distributed in a subsequent year.
The following table sets forth certain information concerning
compensation paid to or earned by each of the Company's executive
officers for the fiscal years ended March 31, 2000, 1999 and 1998:
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Name and Compensation All Other
Principal Fiscal Annual Compensation Shares Under Compensation
Position Year Salary Bonus Other Option ($)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PETER L. VOSOTAS 2000 $122,000 $117,595 Nil 75,000 8,200(2)
Chairman of the 333,333(1)
Board, Chief
Executive
Officer and
President
1999 $118,224 $ 60,000 Nil 50,000 Nil
333,333(1)
1998 $102,281 $7,500 Nil 33,332 Nil
333,333(1)
RALPH T.
FINKENBRINK 2000 $75,000 $40,000 Nil 50,000 6,174(3)
Vice-President
Finance
1999 $75,000 $14,500 Nil 30,000 Nil
1998 $64,961 $2,500 Nil 24,999 Nil
</TABLE>
(1) Represents a bonus warrant exercisable at US $5.28/share
until September 3, 2000 issued to Mr. Vosotas for
guaranteeing the Company's indebtedness to BankAmerica under
a US $45,000,000 line of credit.
(2) Amount in the table above for the year ended March 31, 2000
are pursuant to the Company's Retirement Plan. The amount is
comprised of a $500 matching contribution based on the
Company matching formula and $7,700 of Company contributed
dollars based on the Company Profit Sharing Plan.
(3) Amount in the table above for the year ended March 31, 2000
are pursuant to the Company's Retirement Plan. The amount is
comprised of a $500 matching contribution based on the
Company matching formula and $5,674 of Company contributed
dollars based on the Company Profit Sharing Plan.
Note: All of the above named executive's salaries are expressed
in U.S. dollars and for fiscal 2000 exceeded $100,000 Cdn.
Certain columns may have been omitted because there was no
compensation awarded to, earned by or paid to any of the
named executives required to be reported in such columns in
the above table.
<PAGE> 10
The following table sets forth information with respect to
grants of stock options during the fiscal year ended March 31,
2000 to the executive officers of the Company:
<TABLE>
<CAPTION>
Option Grants During Fiscal 2000
Market
Value of
% of Total Securities
Options Underlying
Granted to Options on
Name of Employees Exercise Date of
Executive Options in Fiscal Price Grant Expiration
Officer Granted(1) 2000 ($/Share) ($/Share) Date
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter L. Vosotas 25,000 36% $4.75 $4.75 November 8, 2009
Ralph T.
Finkenbrink 20,000 29% $4.75 $4.75 November 8, 2009
</TABLE>
(1) Options granted are exercisable by the named executive
officer to the extent of 33 1/3% of the shares subject to such
options each year beginning on the first anniversary of the
date of grant and expire on November 8, 2009.
The following table sets forth information with respect to
aggregate stock option exercises during the fiscal year ended
March 31, 2000 by the executive officers of the Company and
the fiscal year end value of unexercised options held by such
executive officers.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Fiscal 2000
and Fiscal Year-End Option Values
Number of Value of
Unexercised Unexercised
Options at in-the-Money
Fiscal Options at Fiscal
NumberOf Aggregate Year End Year End (2)
Name of Shares Value
Executive Acquiredon Realized Exercisable/ Exercisable/
Officer Exercise (1) Unexercisable Unexercisable
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Peter L. Vosotas Nil Nil 16,666/58,334 $24,582/$52,293
Ralph T.
Finkenbrink Nil Nil 10,000/40,000 $14,750/$32,000
</TABLE>
(1) The aggregate value realized as shown above is calculated
by the difference between the exercise price and the market
price at the time of exercise, and does not necessarily mean
the shares were sold.
(2) Potential value of the exercisable/unexercisable in the
money options was calculated by taking the difference between
the option exercise price and the closing price of the shares
on March 31, 2000.
<PAGE> 11
Employment Agreements
Effective November 22, 1999, the Company entered into an
employment agreement with Ralph T. Finkenbrink, Senior Vice-
President of Finance. The agreement provides for a minimum
base salary of $75,000 and annual performance bonuses as
determined by the Company's Board of Directors. The original
term of this agreement is for one year, however the agreement
will automatically renew for successive two-year terms unless
the Company provides to the Executive, at least sixty days
prior to the expiration of the initial term, written
notification that it intends not to renew this agreement. Mr.
Finkenbrink' Employment Agreement provides that, if he is
terminated by the Company without cause, he shall be entitled
to severance payments, equal to two times his annual base
salary in effect at the time of such termination and his
average annual bonus and other compensation for the two full
calendar years immediately preceding such termination. Mr.
Finkenbrink's agreement further provides that, during the term
of the agreement and for a period of two years thereafter, Mr.
Finkenbrink will not, directly or indirectly; compete with the
Company by engaging in certain proscribed activities.
BOARD OF DIRECTORS
Director Compensation
During the fiscal year ending March 31, 2000, Directors of
the Company who are not otherwise employed by the Company received
$500 for each meeting of the Board of Directors attended plus an
annual retainer of $1,000. During the fiscal year ended March 31,
2000, each eligible non-employee Director was granted non-
qualified stock options to purchase 5,000 common shares at a price
of US $5.35 per share. These option grants become exercisable to
the extent of 33 1/3% of the shares subject to such options each
year beginning on the first anniversary of the date of grant and
expire on May 17, 2010.
General
The Board of Directors has established an Audit Committee and
a Compensation Committee. The Audit Committee is currently
comprised of Messrs. Hyman and Neal and is responsible for
reviewing the independence, qualifications and activities of the
Company's independent certified public accountants and the
Company's financial policies, control procedures and accounting
staff. The Audit Committee recommends to the Board the
appointment of the independent certified public accountants and
reviews and approves the Company's financial statements. The
Audit Committee is also responsible for the review of transactions
between the Company and any Company officer, director or entity in
which a Company officer or director has a material interest. The
Compensation Committee is comprised of Messrs. Bragin and Cutler
and is responsible for compensatory issues regarding Company
officers.
During the fiscal year ended March 31, 2000, the Board of
Directors held four meetings and the Audit Committee and the
Compensation Committee each held one meeting. All directors
attended all meetings of the Board of Directors and all committees
on which they served during the fiscal year ended March 31, 2000.
The Board of Directors also took certain actions by unanimous
written consent in lieu of a meeting, as permitted by applicable
law.
<PAGE> 12
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers, directors and more than 10%
shareholders to file reports of their beneficial ownership of the
Company's Common shares and furnish copies of such reports to the
Company. The Company believes that its insiders have complied
with all Section 16(a) reporting requirements.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No Director or executive officer of the Company, no proposed
nominee for election as a Director of the Company, and no
associate or affiliate of any of them, is or has been indebted to
the Company or its subsidiaries at any time since the beginning of
the Company's last completed financial year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 3, 1994, Peter L. Vosotas, Chairman of the Board,
Chief Executive Officer and President of the Company, was granted
a warrant to purchase 333,333 Common shares at a price of US $5.28
per share. This bonus warrant was granted in exchange for Mr.
Vosotas' guarantee of the Company's indebtedness to BankAmerica
under its line of credit facility. On September 3, 2000 the
warrant expires.
In April 1996, Dr. Ellis Hyman, currently a Director of the
Company, agreed to subordinate $200,000 of debt at 12% interest
with semi-annual interest payments only. The entire principal
balance plus accrual interest is due on April 20, 2000. Dr. Hyman
has the option of converting the note into Common shares of the
Company at a price of $5.00 per share. On April 20, 2000 the
Company elected, pursuant to the terms of the above note, to repay
the entire principal balance plus all accrued interest.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director or executive officer of the Company, no nominee
for election as a director of the Company, no person who has been
a director or executive officer of the Company since the
commencement of the Company's last completed fiscal year and no
associate or affiliate of any of the foregoing has any material
interest, direct or indirect, by way of beneficial ownership or
securities or otherwise, in any matter to be acted upon at the
Meeting.
MEMBER PROPOSALS
The deadline for submission of member proposals pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended
("Rule 14a-8"), for inclusion in the Company's proxy statement for
its 2001 Annual General Meeting of Members is March 3, 2001.
After May 17, 2001, notice to the Company of a member proposal
submitted other than pursuant to Rule 14a-8 will be considered
untimely, and the persons named in proxies solicited by the Board
of Directors of the Company for the 2001 Annual General Meeting
may exercise discretionary voting power with respect to any such
proposal.
<PAGE> 13
OTHER MATTERS
MANAGEMENT KNOWS OF NO OTHER MATTERS TO COME BEFORE THE MEETING
OTHER THAN THOSE REFERRED TO IN THE NOTICE OF MEETING. HOWEVER,
SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE
SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL, ON A POLL,
BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF
THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
Peter L. Vosotas
Chairman of the Board,
Chief Executive Officer and President
<PAGE> 14
NICHOLAS FINANCIAL, INC.
Building C #501B
2454 McMullen Booth Road
Clearwater, FL 33759-1340
(727) 726-0763
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
NICHOLAS FINANCIAL, INC.(the "Company")
PROXY FOR THE 2000 ANNUAL GENERAL MEETING OF
MEMBERS TO BE HELD ON WEDNESDAY, AUGUST 9, 2000.
The undersigned member of Nicholas Financial, Inc. (the "Company")
hereby appoints Peter L. Vosotas, Chairman of the Board, Chief
Executive Officer and President of the Company, or failing him,
Ralph T. Finkenbrink, Vice-President-Finance of the Company, or
, as nominee of the undersigned, to attend and act for and on
behalf of the undersigned at the 2000 Annual General Meeting of
Members of the Company to be held on August 9, 2000 and at any
adjournment thereof and, on a poll, the shares represented by this
proxy are specifically directed to be voted or to be withheld from
voting as indicated below:
1. a. To elect as directors all the persons named in 1.(b) below:
In favour: Against Withhold Vote:
OR
b. To elect as a director:
Ellis P. Hyman In favour: Withhold Vote:
(to serve until 2003)
Alton R. Neal In favour: Withhold Vote:
(to serve until 2003)
Melvin S. Cutler In favour: Withhold Vote:
(to serve until 2001)
2. To appoint Ernst & Young LLP, as Auditors of the Company for
the fiscal year ending March 31, 2001:
In favour: Against: Withhold vote:
<PAGE> 15
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD
FROM VOTING ON ANY BALLOT THAT MAY BE CALLED FOR IN ACCORDANCE
WITH THE INSTRUCTIONS GIVEN AND, IF A CHOICE IS SPECIFIED WITH
RESPECT TO ANY MATTER TO BE ACTED UPON, THE SHARES SHALL BE
VOTED OR WITHHELD FROM VOTING ACCORDINGLY. WHERE NO CHOICE IS
OR WHERE BOTH CHOICES ARE SPECIFIED IN RESPECT OF ANY MATTER
TO BE ACTED UPON, THE SHARES REPRESENTED HEREBY SHALL, ON ANY
BALLOT THAT MAY BE CALLED FOR, BE VOTED FOR THE ADOPTION OF
ALL SUCH MATTERS. THIS PROXY CONFERS UPON EACH PERSON NAMED
HEREIN AS A NOMINEE DISCRETIONARY AUTHORITY WITH RESPECT TO
AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE
AND OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of the Notice of
the 2000 Annual General Meeting of Members and the
accompanying Proxy Statement and Information Circular dated
June 29, 2000.
If this Form of Proxy is not dated by the member in the space
below, it is deemed to bear the date on which it is mailed by
the Company to the member.
The undersigned hereby revokes any proxy previously given in
respect of the Meeting.
DATED this _______ day of _____________________________, 2000.
Number of Shares Held:
______________________________ ______________________________
Name (Please Print)
__________________________________________________
Address
__________________________________________________
______________________________
Signature
<PAGE> 16
NOTES TO FORM OF PROXY
1. IF THE MEMBER DOES NOT WISH TO APPOINT ANY OF THE PERSONS
NAMED IN THIS FORM OF PROXY, HE SHOULD STRIKE OUT THEIR NAMES
AND INSERT IN THE BLANK SPACE THE NAME OF THE PERSON HE WISHES
TO ACT AS HIS PROXY. SUCH PERSON NEED NOT BE A MEMBER OF THE
COMPANY.
2. This Form of Proxy must be signed by the member or his
attorney authorized in writing or, if the member is a
corporation, under the hand of a duly authorized officer or
attorney of the corporation.
3. This Form of Proxy, and the power of attorney or other
authority, if any, under which it is signed, or a notarially
certified copy thereof, must be deposited either at the office
of the Registrar and Transfer Agent of the Company, Montreal
Trust Company of Canada, at 510 Burrard Street, Vancouver,
B.C., V6C 3B9, or at the Head Office of the Company at
Building C #501B, 2454 McMullen Booth Road, Clearwater, FL
33759-1340 not less than 48 hours, Saturdays and holidays
excepted, prior to the time of the holding of the Meeting or
any adjournment thereof.
