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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 Section 240.14a-11(c) or Section 240.14a-12
METROWERKS INC.
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(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] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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METROWERKS INC.
MANAGEMENT PROXY CIRCULAR
SOLICITATION OF PROXIES
This Proxy Circular is furnished in connection with the solicitation by the
management of Metrowerks Inc. (the "Company") of proxies to be used at the
annual and special meeting (the "Meeting") of shareholders of the Company to be
held at The Hilton, 145 Richmond Street West, Toronto, Ontario at 11:00 a.m.
(E.S.T.) on November 24, 1998, and at any adjournment thereof, for the purposes
set forth in the accompanying Notice of Meeting ("Notice of Meeting"). THIS
SOLICITATION OF PROXIES IS BEING MADE BY OR ON BEHALF OF THE MANAGEMENT OF THE
COMPANY and the total cost of solicitation will be borne by the Company. The
information contained herein is given as at October 16, 1998, except as
otherwise noted.
DOLLAR AMOUNTS REFERRED TO IN THIS PROXY CIRCULAR ARE STATED IN CANADIAN
DOLLARS, WITH THE UNITED STATES DOLLAR EQUIVALENT IN PARENTHESES, UNLESS
OTHERWISE INDICATED. ON OCTOBER 16, 1998 THE EXCHANGE RATE FOR CANADIAN AND
UNITED STATES DOLLARS (BEING THE NOON BUYING RATE IN TORONTO FOR CANADIAN
DOLLARS, AS REPORTED BY THE BANK OF CANADA) WAS C$1.00 EQUALS US $0.6483.
For purposes of this Proxy Circular, "Executive Officer" of the Company means an
individual who at any time during the year was the Chairman of the Board of
Directors, where such person performed the functions of such office on a full-
time basis; the President; any Vice-President in charge of a principal business
unit such as sales, finance or production; or any officer of the Company or of a
subsidiary or other person who performed a policy-making function in respect of
the Company; and "Named Executive Officer" means each of the chief executive
officer of the Company and the four most highly compensated Executive Officers
during the most recently completed financial year who were paid more than
$100,000 during such year.
APPOINTMENT OF PROXIES
The persons named in the enclosed form of proxy are directors of the Company. A
shareholder who wishes to appoint some other person to represent such
shareholder at the Meeting may do so by inserting such person's name in the
blank space provided in the form of proxy. Such other person need not be a
shareholder of the Company.
To be valid, proxies must be deposited with Montreal Trust Company of Canada,
151 Front Street West, Toronto, Ontario, M5J 2N1 not later than 48 hours
(excluding Saturdays, Sundays and holidays) before the time for holding the
Meeting or, if the Meeting is adjourned, 48 hours, (excluding Saturdays, Sundays
and holidays) before any adjourned Meeting.
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NON-REGISTERED HOLDERS
Only registered holders of common shares of the Company (the "Common Shares"),
or the persons they appoint as their proxies, are permitted to attend and vote
at the meeting. However, in many cases, Common Shares of the Company
beneficially owned by a holder (a "Non-Registered Holder") are registered
either:
(a) in the name of an intermediary (an "Intermediary") that the Non-
Registered Holder deals with in respect of the Common Shares, such as,
among others, banks, trust companies, securities dealers or brokers
and trustees or administrators of self-administered RRSPs, RRIFs,
RESPs and similar plans; or
(b) in the name of a clearing agency (such as The Canadian Depository for
Securities Limited) of which the Intermediary is a participant. In
accordance with the requirements of National Policy Statement No. 41
of the Canadian Securities Administrators, the Company has distributed
copies of the notice of meeting, this management proxy circular, the
form of proxy and the audited financial statements (collectively, the
"meeting materials") to the clearing agencies and Intermediaries for
onward distribution to Non-Registered Holders.
Intermediaries are required to forward meeting materials to Non-Registered
Holders unless a Non-Registered Holder has waived the right to receive them.
Very often, Intermediaries will use service companies to forward the meeting
materials to Non-Registered Holders. Generally, Non-Registered Holders who have
not waived the right to receive meeting materials will either:
A. be given a proxy which has already been signed by the Intermediary
(typically by a facsimile, stamped signature) which is restricted as to the
number of Common Shares beneficially owned by the Non-Registered Holder but
which is otherwise uncompleted. This form of proxy need not be signed by
the Non-Registered Holder. In this case, the Non-Registered Holder who
wishes to submit a proxy should otherwise properly complete the form of
proxy and deposit it with Montreal Trust Company of Canada as described
above;
or
B. more typically, be given a voting instruction form which must be completed
and signed by the Non-Registered Holder in accordance with the directions
on the voting instruction form (which may in some cases permit the
completion of the voting instruction form by telephone).
The purpose of these procedures is to permit Non-Registered Holders to direct
the voting of the Common Shares they beneficially own. Should a Non-Registered
Holder who receives either a proxy or a voting instruction form wish to attend
and vote at the meeting in person (or have another person attend and vote on
behalf of the Non-Registered Holder), the Non-Registered Holder should strike
out the names of the persons named in the proxy and insert the Non-Registered
Holder's (or such other person's) name in the blank space provided or, in the
case of a
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voting instruction form, follow the corresponding instructions on the
form. IN EITHER CASE, NON-REGISTERED HOLDERS SHOULD CAREFULLY FOLLOW THE
INSTRUCTIONS OF THEIR INTERMEDIARIES AND THEIR SERVICE COMPANIES.
REVOCATION
A registered shareholder who has given a proxy may revoke the proxy by:
(a) completing and signing a proxy bearing a later date and depositing it
with Montreal Trust Company of Canada as described above; or
(b) depositing an instrument in writing executed by the shareholder or by
the shareholder's attorney authorized in writing: (i) 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
of the Meeting, at which the proxy is to be used, or (ii) with the
chairman of the meeting prior to the commencement of the Meeting on
the day of the Meeting or any adjournment of the Meeting; or
(c) in any other manner permitted by law.
A Non-Registered Holder may revoke a voting instruction form or a waiver of the
right to receive meeting materials and to vote given to an Intermediary at any
time by written notice to the Intermediary, except that an Intermediary is not
required to act on a revocation of a voting instruction form or of a waiver of
the right to receive materials and to vote that is not received by the
Intermediary at least seven days prior to the Meeting.
VOTING OF PROXIES AND EXERCISE OF DISCRETION BY PROXYHOLDERS
The Common Shares represented by any proxy in favour of the management nominees
will, if the instructions contained in the proxy are certain, be voted on any
poll in accordance with the specifications made by the shareholder in the Proxy.
IN THE ABSENCE OF SUCH DIRECTION, IT IS INTENDED THAT SUCH COMMON SHARES WILL BE
VOTED FOR THE APPROVAL OF THE ITEMS SET OUT IN THE PROXY. FURTHER, IT IS
INTENDED THAT SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF EACH OF THE NOMINEES
FOR ELECTION AS DIRECTORS, IN FAVOUR OF THE PROPOSED AMENDMENT TO THE STOCK
OPTION PLAN, IN FAVOUR OF THE PROPOSED AMENDMENT TO THE BY-LAWS AND IN FAVOUR OF
THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE AUDITORS OF THE COMPANY, AT A
REMUNERATION TO BE FIXED BY THE DIRECTORS OF THE COMPANY. The Proxy confers
discretionary authority upon the persons named therein with respect to
amendments or variations to any matters identified in the Notice of Meeting
accompanying this Proxy Circular and with respect to other matters which may
properly come before the Meeting. At the time of mailing or other publication
of this Proxy Circular, the management of the Company knew of no such
amendments, variations, or other matters to come before this Meeting.
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SHARE CAPITAL
VOTING SHARES
The authorized capital of the Company consists of an unlimited number of Class A
Preferred Shares, an unlimited number of Class B Preferred Shares and an
unlimited number of Common Shares. As of October 16, 1998, there were
12,919,030 Common Shares issued and outstanding. No Class A Preferred Shares or
Class B Preferred Shares are issued and outstanding as at such date.
All holders of Common Shares of record at the close of business on October 19,
1998, the record date established for notice of the Meeting, will, subject to
the following sentence, be entitled to one vote for each Share held on all
matters proposed to come before the Meeting. In the event that a holder of
Common Shares has transferred any Common Shares after the record date and the
transferee of such Common Shares establishes ownership thereof and demands, not
later than the close of business on November 14, 1998 to be included in the list
of shareholders entitled to vote at the Meeting, then such transferee shall be
entitled to vote such Common Shares at the Meeting.
The quorum for the Meeting is two members present in person or by proxy,
entitled to vote at the Meeting and representing in the aggregate not less than
33b percent of the outstanding Common Shares.
PRINCIPAL HOLDERS OF COMMON SHARES
To the knowledge of the directors and senior officers of the Company, no persons
beneficially own, directly or indirectly, or exercise control or direction over,
shares of the Company carrying more than ten percent of the voting rights
attached to any class of outstanding shares of the Company entitled to vote in
connection with any matters being proposed for consideration at the Meeting
other than those shareholders listed as such in the table below.
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The following table sets forth certain information regarding the beneficial
ownership, directly or indirectly, of shares of the Company or the exercise of
control or direction over shares of the Company as of July 31, 1998 as to (i)
each person who is known by the Company to own more than 5% of the voting rights
attached to any class of outstanding shares, (ii) each director of the Company,
(iii) each of the Named Executive Officers, and (iv) all directors and Executive
Officers as a group.
<TABLE>
<CAPTION>
PERCENTAGE OWNERSHIP OF
NAME OF SHAREHOLDER NUMBER AND CLASS OF SECURITIES CLASS/(1)(2)/
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<S> <C> <C>
Jean Belanger/(3)/ 1,872,739 Common Shares 14.5%
Greg Galanos/(4)/ 1,872,739 Common Shares 14.5%
Stephen Lockyer/(5)/ 512,284 Common Shares 4.0%
Geoff Beattie/(6)/ 7,334 Common Shares *
Tom Woods/(7)/ 5,334 Common Shares *
David Perkins/(8)/ 71,166 Common Shares *
John Cheuck/(9)/ 20,000 Common Shares *
Peter Tolnai/(10)/ 16,667 Common Shares *
Berardino Baratta/(11)/ 24,867 Common Shares *
Caisse de depot et placement du Quebec 1,670,033 Common Shares 12.9%
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Total of the above 6,073,163 Common Shares 47.0%
All directors and Executive Officers 4,441,797 Common Shares 34.4%
as a group (12 persons)(12)
</TABLE>
(* Less than 1% of the Company's outstanding common stock)
(1) Applicable percentage ownership is based on 12,919,030 Common Shares issued
and outstanding as of July 31, 1998 together with applicable options for
such shareholder. Common Shares subject to options exercisable as of July
31, 1998 or exercisable within 60 days after July 31, 1998 are deemed
outstanding for computing the percentage ownership of the person holding
such options, but are not deemed outstanding for computing the percentage
of any other person.
(2) This table is based upon information supplied by Executive Officers and
directors. Unless otherwise indicated in the footnotes to this table and
subject to community property laws where applicable, the Company believes
that each of the shareholders named in this table has sole voting and
investment power with respect to the shares indicated as beneficially
owned.
(3) Includes 7,500 Common Shares subject to options exercisable within 60 days
of July 31, 1998. Mr. Belanger is Chairman and Chief Executive Officer of
the Company. Mr. Belanger's address is c/o Metrowerks Inc., 9801 Metric
Blvd., Suite 100, Austin, TX 78758.
(4) Includes 7,500 Common Shares subject to options exercisable within 60 days
of July 31, 1998. Mr. Galanos is President and Chief Technology Officer of
the Company. Mr. Galanos' address is c/o Metrowerks Inc., 10121 Miller
Ave., Suite 102, Cupertino, CA 95014.
(5) Includes 3,334 Common Shares subject to options exercisable within 60 days
of July 31, 1998. Mr. Lockyer is a director of the Company.
(6) Includes 3,334 Common Shares subject to options exercisable within 60 days
of July 31, 1998. Mr. Beattie is a director of the Company.
(7) Includes 3,334 Common Shares subject to options exercisable within 60 days
of July 31, 1998. Mr. Woods is a director of the Company.
(8) Includes 66,166 Common Shares subject to options exercisable within 60 days
of July 31, 1998. Mr. Perkins is the Company's Senior Vice-President, OEM
Sales and Business Development.
(9) All Common Shares are subject to options exercisable within 60 days of July
31, 1998. Mr. Cheuck is the President, Metrowerks Co. Ltd.
(10) Includes 1,667 Common Shares subject to options exercisable within 60 days
of July 31, 1998. Mr. Tolnai is a director of the Company.
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(11) Includes 24,167 Common Shares subject to options exercisable within 60 days
of July 31, 1998. Mr. Baratta is the Company's Vice-President, Research &
Development.
(12) Includes an additional 38,667 Common Shares subject to options exercisable
within 60 days of July 31, 1998, held by Executive Officers not otherwise
listed in this table.
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
The Directors' Report, the consolidated financial statements of the Company for
the financial year ended July 31, 1998 and the auditors' report thereon will be
presented at the Meeting.
ELECTION OF DIRECTORS
The number of directors to be elected at the Meeting is seven. The management
representatives named in the proxy intend to vote for the election of the seven
nominees whose names are set forth below. All such nominees are now directors
and have been directors since the dates indicated below. Management does not
contemplate that any of the proposed nominees will be unable to serve as a
director, but, if that should occur for any reason prior to the Meeting, the
management representatives named in the proxy reserve the right to vote for
another nominee at their discretion. Each director elected will hold office
until the next annual meeting or until his successor is elected or appointed.
The Company has four committees consisting of an Audit Committee, a Stock Option
Committee, a Compensation Committee and a Corporate Governance and Nominating
Committee, the members of each of which are indicated below.
<TABLE>
<CAPTION>
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NAME, OFFICE AND OWNERSHIP OR CONTROL PRINCIPAL OCCUPATION
MUNICIPALITY OF RESIDENCE DIRECTOR SINCE OVER COMMON SHARES FOR PAST FIVE YEARS
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<S> <C> <C> <C>
JEAN J. BELANGER January 1, 1990 1,865,239 Chairman and Chief Executive Officer of the
Director, Chairman of the Board and Company; prior to July 1996, Chairman of the
Chief Executive Officer Board of the Company
Austin, Texas
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GREGORY P. GALANOS/(2)(3)/ January 1, 1990 1,865,239 President and Chief Technology Officer of the
Director, President and Company; prior to July 1996, President and
Chief Technology Officer Chief Executive Officer of the Company
Monte Sereno, California
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DAVID PERKINS June 29, 1995 5,000 Senior Vice-President, OEM Sales and Business
Director and Senior Vice-President, Development of the Company; from August 1996
OEM Sales and Business Development to July 1998, Senior Vice-President,
Strategic Products of the Company; from May
Austin, Texas 1995 to July 1996, Vice-President, Finance
and Chief Financial Officer of the Company;
from October 1991 to April 1995, Partner,
Coopers & Lybrand
==============================================================================================================================
</TABLE>
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-7-
<TABLE>
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<S> <C> <C> <C>
STEPHEN LOCKYER/(1)(2)(3)(4)/ May 4, 1992 508,950 President of Cornwallis Financial
Director Corporation, a financial services company
Halifax, Nova Scotia
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TOM WOODS/(1)(4)/ January 30, 1996 2,000 Chief Financial Officer, CIBC World Markets;
Director prior to September, 1998, Managing Director,
CIBC Wood Gundy Securities Inc., a securities
Toronto, Ontario dealer
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GEOFF BEATTIE/(1)(4)/ October 28, 1996 4,000 President of The Woodbridge Company Limited,
Director and Secretary a holding company; prior to March 1998,
Partner, Tory Tory DesLauriers & Binnington,
Toronto, Ontario a law firm
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PETER TOLNAI/(1)(2)(3)/ August 21, 1997 15,000 President of Orchard Capital Group Inc., a
Director private equity investment fund; from January
1995 to March 1997, Vice President of
Toronto, Ontario Citibank Canada; prior to January 1995,
Managing Director, Clairvest Group Inc.
==============================================================================================================================
</TABLE>
/(1)/ Member of the Company's Audit Committee.
/(2)/ Member of the Company's Stock Option Committee.
/(3)/ Member of the Company's Compensation Committee.
/(4)/ Member of the Company's Corporate Governance and Nominating Committee.
No proposed director is to be elected pursuant to any arrangement or
understanding between the nominee and any other person. Voting securities
carrying ten percent of the voting rights attached to any class of voting
securities of the Company or of a subsidiary of the Company are not beneficially
owned, directly or indirectly, or controlled or directed by any director of the
Company and his associates and affiliates, other than as set out above.
AMENDMENT OF STOCK OPTION PLAN
Description of Stock Option Plan
The current stock option plan of the Company (the "Plan") was adopted by the
Board of Directors on June 21, 1995, was approved by the shareholders of the
Company at the annual and special meeting of shareholders held on October 26,
1995, and was amended by resolution of the shareholders of the Company at the
annual and special meeting of shareholders held on October 28, 1996 to increase
the number of Common Shares reserved for issuance under the Plan by 1,000,000
Common Shares to 2,600,000 Common Shares. The Plan will terminate in June,
2005. To date, options to purchase a total of 645,537 Common Shares have been
exercised by participants under the Plan. There are currently outstanding under
the Plan options to purchase a total of 1,743,221 Common Shares, representing
approximately 11.9% of the issued and outstanding Common Shares on a fully-
diluted basis.
The Plan provides that options may be granted to the Company's employees,
officers, directors, or consultants, based on the eligibility criteria set out
in the Plan. Under the Plan, the Company may grant either ISOs or Non-Qualified
Stock Options. An ISO is defined in the Plan as an "incentive stock option", as
such term is defined in section 422 of the United States Internal Revenue Code
of 1986, as amended from time to time (the "Code") and is therefore subject to
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favourable tax treatment under the Code. A Non-Qualified Stock Option is
defined in the Plan as a stock option that is not an ISO.
The options issued pursuant to the Plan will be exercisable at a price which is
equal to the fair market value of the Common Shares at the time the option is
granted. So long as the Company is listed on a stock exchange or over the
counter market and the optionee does not own more than 10% of the total voting
power of all classes of shares of the Company or an affiliate of the Company,
fair market value will be determined as the closing market price for the Common
Shares of the Company on the Canadian stock exchange which is the principal
trading market for the Common Shares, as determined by the Stock Option
Committee, on the day immediately preceding the date of grant. If an Optionee
does own more than 10% of the total voting power of all classes of shares of the
Company or an affiliate of the Company, the options will be exercisable at a
minimum of 110% of the fair market value as determined in accordance with the
previous sentence.
Options under the Plan are granted for a term not to exceed ten years from the
date of their grant and subject to certain exceptions in the Plan relating to
the death or disability of the Optionee, the options are non-assignable and non-
transferable. The number of Common Shares reserved for issuance or issued to
insiders (within the meaning of the Securities Act (Ontario)) under the Plan is
restricted such that: (i) options cannot be granted under the Plan such that
the number of Common Shares reserved for issuance pursuant to stock options
granted to insiders under the Plan or any other established or proposed share
compensation arrangement, of which there currently are none, exceeds 10% of the
outstanding issue; (ii) Common Shares cannot be issued to insiders upon the
exercise of options such that the number of Common Shares issued to insiders
under the Plan or any other established or proposed share compensation
arrangement, of which there currently are none, in any one year period exceeds
10% of the outstanding issue; and (iii) Common Shares cannot be issued to any
one insider or such insider's associates upon the exercise of options such that
the number of Common Shares issued to such persons under the Plan or any other
established or proposed share compensation arrangement, of which there currently
are none, in any one-year period exceeds 5% of the outstanding issue. The Stock
Option Committee has full discretion to impose a vesting schedule on the options
issued pursuant to the Plan.
All options granted before December 31, 1997 automatically vest upon a Change of
Control. With respect to all options granted on or after December 31, 1997, the
board of directors has the flexibility, upon a Change of Control or other
significant corporate event, to terminate all previously issued options,
purchase such options for cancellation or, in the case of an amalgamation,
provide for the assumption of the options (or issuance of equivalent options) by
the successor corporation.
Proposed Amendments
The maximum number of Common Shares issuable under the Plan is 2,600,000 Common
Shares. To date, options to purchase 645,537 Common Shares have been issued and
exercised and options to purchase 1,743,221 Common Shares have been issued and
remain unexercised under the Plan. As a result, only 211,242 options are
currently available for issuance under the Plan.
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The Stock Option Committee has determined that in order to continue the
Company's policy of awarding stock options to deserving employees, officers and
directors of the Company and to permit the Company to remain competitive with
other participants in the industry in which stock option awards form a material
part of employee remuneration and provide valuable incentives for employee
productivity, the number of Common Shares reserved for issuance under the Plan
should be increased by 1,000,000 Common Shares. The Company believes that this
amendment will provide it with greater flexibility in its compensation policies,
the ability to attract talented engineers and key employees and to provide them
with long term incentives which correspond with the interests of the Company's
shareholders. If this amendment is approved, the total number of Common Shares
issuable pursuant to stock options under the Plan will be 3,600,000, or
approximately 28% of the issued and outstanding Common Shares, and the Company
will have 1,211,242 options available for issuance under the Plan. The proposed
effective date of this amendment is November 24, 1998. This amendment is
subject to regulatory approval by The Toronto Stock Exchange and the Montreal
Exchange and to shareholder approval, as described below.
Shareholder Approval
The shareholders of the Company will be asked to pass the following resolution
by the affirmative vote of a majority of the votes cast by the holders of the
Common Shares present in person or represented by proxy at the meeting:
"RESOLVED, AS AN ORDINARY RESOLUTION, WITH OR WITHOUT AMENDMENT, THAT the Stock
Option Plan dated June 21, 1995 (as amended) (the "Plan") be further amended to
increase the maximum aggregate number of Common Shares issuable under the Plan
from 2,600,000 to 3,600,000."
AMENDMENT TO BY-LAWS REGARDING QUORUM REQUIREMENTS
On July 9, 1998, the Board of Directors of the Company passed a resolution
amending the by-laws of the Company to provide that quorum at shareholders'
meetings shall be obtained if at least two shareholders are present and holding
or representing by proxy at least 33b% of the shares entitled to vote at such
meeting. Prior to the amendment, the by-laws required that quorum would be
obtained if at least two shareholders were present and held or represented by
proxy a majority of the shares entitled to vote at such meeting. The Board of
Directors approved the amendment to the by-laws to facilitate meetings of
shareholders while continuing to comply with regulatory requirements. The
Canada Business Corporations Act requires that shareholders must confirm the
amendment to the by-laws by the affirmative vote of a majority of the votes cast
at a shareholders' meeting. The shareholders of the Company will be asked at
the Meeting to pass the following ordinary resolution:
"RESOLVED, AS AN ORDINARY RESOLUTION, WITH OR WITHOUT AMENDMENT, THAT the
amendment to the by-laws approved by the Board of Directors of the Company on
July 9, 1998 relating to quorum requirements at shareholders' meetings is hereby
confirmed."
<PAGE>
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APPOINTMENT OF AUDITORS
The current auditors of the Company are PricewaterhouseCoopers, Chartered
Accountants. PricewaterhouseCoopers were last appointed as the auditors of the
Company at the annual and special meeting of shareholders of the Company held on
October 22, 1997 and have been the Company's auditors for the past 5 years. The
shareholders of the Company will be asked to pass a resolution re-appointing
PricewaterhouseCoopers as the auditors of the Company until the next annual
meeting of the Company and authorizing the directors of the Company to fix the
remuneration payable to the auditors. The resolution to appoint
PricewaterhouseCoopers as auditors of the Company must be passed by a majority
of the votes cast by the holders of the Common Shares present in person or
represented by proxy at the Meeting. A representative from
PricewaterhouseCoopers is expected to be present at the meeting and will have an
opportunity to make a statement and be available to respond to appropriate
questions.
OTHER MATTERS
The management of the Company knows of no matter to come before the Meeting
other than those referred to in the Notice of Meeting and this Proxy Circular.
However, if any other matters properly come before the Meeting, it is the
intention of the persons named in the Proxy accompanying this Proxy Circular to
vote with regard to those matters in accordance with their best judgment.
POTENTIAL CONFLICTS OF INTEREST
FINANCIAL ASSISTANCE
The Company has not, since the beginning of its most recently completed
financial year, granted any financial assistance to:
(a) a shareholder of the Company or any of its affiliates who is not a
director, officer or employee thereof, or to an associate of any such
shareholder; or
(b) to any person in connection with a purchase of shares issued or to be
issued by the Company;
which was material to the Company or any of its affiliates or to the recipient
of the assistance.
INDEMNIFICATION
There has been no indemnification paid and no indemnification will become
payable, with respect to the most recently completed financial year of the
Company, to any director or officer of the Company, any former director or
officer of the Company or a person who acts or acted at the Company's request as
a director or officer of a body corporate of which the Company is or was a
shareholder or creditor, or his heirs or legal representatives.
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INSURANCE
The Company has not purchased any liability insurance for the benefit of any
director or officer of the Company, any former director or officer of the
Company or a person who acts or acted at the Company's request as a director or
officer of a body corporate of which the Company is or was a shareholder or
creditor, or his heirs or legal representative.
COURT ACTIONS
The Company is not a party to any oppression action, derivative action or any
other action alleging any violations of securities laws.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, officer, nominee for election as a director, or associate or
affiliate of the foregoing persons has any material interest, direct or
indirect, by way of beneficial ownership of securities or otherwise, in any
matter to be acted upon at the Meeting, other than the election of directors and
the appointment of auditors, and as otherwise set out herein.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
No director or officer of the Company, any subsidiary or any insider, nor any
proposed nominee for election as a director of the Company, nor any shareholder
owning more than ten percent of the voting securities of the Company, nor any
associate or affiliate of the foregoing, has any direct or indirect material
interest in any transaction since the commencement of the Company's last
financial year or in any proposed transaction which materially affected or would
materially affect the Company or any of its subsidiaries, other than as
disclosed herein.
In fiscal 1998, the Company paid a fee of approximately US$150,000 in connection
with a special warrant offering to an underwriter in which a director of the
Company is an officer.
<PAGE>
-12-
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY OF COMPENSATION
As at July 31, 1998, there were eight Executive Officers of the Company. The
following table is a summary of the compensation paid over the last three fiscal
years ending July 31st to the Named Executive Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-----------------------------------------------------------------------------
AWARDS
--------------------------
NAME AND PRINCIPAL OTHER ANNUAL SECURITIES UNDER OPTIONS
POSITION YEAR SALARY (US$) BONUS (US$) COMPENSATION (US$) GRANTED (#)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jean J. Belanger, 1998 148,846 Nil Nil 11,000
Chairman of the Board 1997 118,615 Nil Nil 15,000
and CEO 1996 106,498 Nil Nil Nil
- ----------------------------------------------------------------------------------------------------------------
Gregory P. Galanos, 1998 148,846 Nil Nil 11,000
President and Chief 1997 118,615 Nil Nil 15,000
Technology Officer 1996 106,498 Nil Nil Nil
- ----------------------------------------------------------------------------------------------------------------
David Perkins, Senior 1998 120,000 55,800 Nil 10,000
Vice-President, OEM 1997 118,615 Nil Nil 20,500/(2)/
Sales and Business 1996 106,498 Nil Nil 15,000
Development
- ----------------------------------------------------------------------------------------------------------------
John Cheuck, 1998 161,935 Nil 27,762 6,500
President, Metrowerks 1997/(1)/ 146,667 Nil 27,500 30,000/(3)/
Co., Ltd.
- ----------------------------------------------------------------------------------------------------------------
Berardino Baratta, 1998 108,187 38,800 Nil 10,000
Vice-President, 1997 96,154 Nil Nil 20,000/(4)/
Research & Development 1996 60,730 Nil Nil 7,500/(4)/
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Eleven month period.
/(2)/ 7,500 of these options were originally granted in the financial year ended
July 31, 1996 at an exercise price of C$17.00 (US$12.20) and were repriced
during the financial year ended July 31, 1997 by reducing the exercise
price to C$9.75 (US$7.00). The remainder of these options were granted at
an exercise price of C$14.90 (US$10.70) (as to 5,500) and at an exercise
price of C$11.85 (US$8.50) (as to 7,500) and were repriced by reducing the
exercise price to C$9.75 (US$7.00) during the financial year ended July
31, 1997.
/(3)/ These options were granted at an exercise price of C$14.90 (US$10.70) and
were repriced by reducing the exercise price to C$9.75 (US$7.00) in both
cases during the financial year ended July 31, 1997.
/(4)/ 7,500 of these options were originally granted in the financial year ended
July 31, 1996 at an exercise price of C$14.90 (US$10.70) and were repriced
during the financial year ended July 31, 1997 by reducing the exercise
price to C$9.75 (US$7.00). 20,000 of these options were granted in fiscal
year 1997 at an exercise price of C$11.85 (US$8.50) and were repriced by
reducing the exercise price to C$9.75 (US$7.00) during the financial year
ended July 31, 1997.
<PAGE>
-13-
OPTIONS GRANTED DURING THE MOST
RECENTLY COMPLETED FINANCIAL YEAR
The following table sets forth the individual grant of stock options for the
financial year ending July 31, 1998 to the Named Executive Officers.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL MARKET VALUE OF
SECURITIES OPTIONS SECURITIES
UNDER GRANTED TO UNDERLYING OPTIONS POTENTIAL REALIZABLE VALUE
OPTIONS EMPLOYEES IN EXERCISE OR ON THE AT ASSUMED RATES OF STOCK
GRANTED FINANCIAL BASE PRICE DATE OF GRANT EXPIRATION PRICE APPRECIATION FOR
NAME (#)/(1)/ YEAR /(2)/ (US$/SECURITY) (US$/SECURITY) DATE OPTIONS TERMS/(3)/
- ------------------------------------------------------------------------------------------------------------------------------
5% (US$) 10% (US$)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jean J. Belanger 11,000 2.0 9.48 8.62 Dec. 31/02 28,811 63,664
- ------------------------------------------------------------------------------------------------------------------------------
Gregory P. Galanos 11,000 2.0 9.48 8.62 Dec. 31/02 28,811 63,664
- ------------------------------------------------------------------------------------------------------------------------------
David Perkins 10,000 2.0 8.62 8.62 Dec. 31/02 23,815 52,626
- ------------------------------------------------------------------------------------------------------------------------------
John Cheuck 6,500 1.0 8.62 8.62 Dec. 31/02 15,480 34,207
- ------------------------------------------------------------------------------------------------------------------------------
Berardino Baratta 10,000 2.0 8.62 8.62 Dec. 31/02 23,815 52,626
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Options granted are for Common Shares of the Company. These Options vest
at the rate of one-third per year after each of the three years following
the grant. The Options have a maximum term of 5 years. No financial
assistance is provided by the Company for the purchase of Common Shares on
the exercise of options.
/(2)/ Based on total option grants of 551,200.
/(3)/ Potential realizable value is based on the assumption that common stock of
the Company appreciated the annual rate shown (compounded annually) from
the date of grant until the expiration of the five-year term. These
numbers are calculated based on the United States Securities and Exchange
Commission requirements and do not reflect the Company's estimate of
future growth.
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY
COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION VALUES
The following table sets forth the total number of securities underlying
unexercised options of the Named Executive Officers and their dollar value
during the financial year ended July 31, 1998.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
SECURITIES ACQUIRED AGGREGATE VALUE UNEXERCISED OPTIONS AT VALUE OF UNEXERCISED
ON EXERCISE REALIZED FY-END IN-THE-MONEY OPTIONS
NAME (#) ($) (#) AT FY-END/(1)/
---------------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jean J. Belanger Nil N/A 5,000 21,000 Nil Nil
- -----------------------------------------------------------------------------------------------------------------------------------
Gregory P. Galanos Nil N/A 5,000 21,000 Nil Nil
- -----------------------------------------------------------------------------------------------------------------------------------
David Perkins Nil N/A 64,333 23,667 C$223,750 C$13,125
(US$164,250) (US$9,625)
- -----------------------------------------------------------------------------------------------------------------------------------
John Cheuck Nil N/A 10,000 26,500 Nil Nil
- -----------------------------------------------------------------------------------------------------------------------------------
Berardino Baratta Nil N/A 21,666 30,834 C$37,875 C$13,125
(US$27,800) (US$9,625)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Based on a closing stock price of C$7.73 (US$5.13) per Common Share on
July 31, 1998, the last day the Common Shares were traded prior to the
Company's 1998 financial year end.
<PAGE>
-14-
COMPOSITION OF THE COMPENSATION COMMITTEE
The Board of Directors has established a Compensation Committee (the
"Compensation Committee") which is responsible for determining the compensation
of Executive Officers. The members of the Compensation Committee are Gregory P.
Galanos, Stephen Lockyer and Peter Tolnai, each of whom is a director of the
Company. Mr. Galanos is the President and Chief Technology Officer of the
Company, but does not participate in discussions or decisions regarding his
compensation.
REPORT ON EXECUTIVE COMPENSATION
The compensation programs of the Company are designed to reward performance and
to be competitive with the compensation agreements of other computer software
companies. The Compensation Committee evaluates each Executive Officer position
to establish skill requirements and levels of responsibility. The Committee,
after referring to information from other corporations and public data,
determines the compensation for the Executive Officers.
Objectives
The primary objectives of the Company's executive compensation program are to
enable the Company to attract, motivate and retain qualified individuals and to
align their success with that of the Company's shareholders through the
achievement of strategic corporate objectives and the creation of shareholder
value. The level of compensation paid to an individual is based on the
individual's overall experience, responsibility and performance. Executive
Officer compensation is composed of salary, bonuses, and the opportunity to
participate in the Plan.
Salary
Salary ranges are determined following a review of the market data for similar
positions in corporations of a comparable size and type of operations to the
Company.
Bonuses
The Company may provide annual or quarterly incentive compensation to the
Executive Officers through bonus arrangements. Awards are contingent upon the
achievement of corporate and individual objectives and are to be determined by
the Compensation Committee. To date, other than the bonuses paid to David Mark
in 1996 and 1997, and to David Perkins, Berardino Baratta, David Mark, James
Walker and Jim Welch in 1998, no bonus has been granted to any of the Executive
Officers.
Stock Option Plan
Executive Officers and directors may be granted ISO's or Non-Qualified Stock
Options under the Plan.
<PAGE>
-15-
Compensation of Chairman and Chief Executive Officer
Jean J. Belanger provided his services in fiscal 1998 as Chairman and Chief
Executive Officer to the Company. The base salary and bonuses of Mr. Belanger
are determined by the Board of Directors, upon the recommendation of the
Compensation Committee. To date, no bonus has been granted to Mr. Belanger.
Submitted by: Gregory P. Galanos, Stephen Lockyer and Peter Tolnai.
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
shareholder return over the last four years for the Common Shares, assuming a
$100 investment was made on July 31, 1994, with a cumulative annual return of
the Montreal Exchange's XRI Index ("MEI"), The Toronto Stock Exchange TSE 300
Total Return Index (the "TSE 300") and the Russell 2000 Index (the "Russell
2000") for the period from July 31, 1994 to July 31, 1998, each of which indices
assume reinvestment of dividends for the entire period indicated except for the
Russell 2000 which only assumes reinvestment of dividends from May 31, 1995.
The Common Shares began publicly trading on March 11, 1994 on the Vancouver
Stock Exchange (the "VSE"), were delisted from that exchange in October, 1995
and began trading (and had greatest trading volume) on the Montreal Exchange
(the "ME") in February, 1995. Accordingly, the graph below reflects year-end
trading prices of the Common Shares which are quoted from the VSE for the
financial year ended July 31, 1994 and from the ME thereafter. The Common
Shares began trading on The Toronto Stock Exchange in October, 1995 and were
quoted on NASDAQ commencing in July, 1996.
<PAGE>
-16-
CUMULATIVE TOTAL RETURNS
VALUE OF $100 INVESTED ON JULY 31, 1994
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
===========================================================
1994 1995 1996 1997 1998
($) ($) ($) ($) ($)
- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
METROWERKS INC. 100 429 1025 668 571
(VSE) (ME) (ME) (ME) (ME)
- -----------------------------------------------------------
MEI 100 117 131 190 196
- -----------------------------------------------------------
TSE 300 100 113 124 176 180
- -----------------------------------------------------------
RUSSELL 2000 100 123 132 176 180
===========================================================
</TABLE>
COMPENSATION OF DIRECTORS
Other than the periodic grant of options under the Plan, no compensation is paid
to any of the directors of the Company who are not officers of the Company or
any of its subsidiaries. An aggregate of 20,000 options were granted to outside
directors of the Company during the fiscal year ended July 31, 1998. For part
of fiscal 1998, Geoff Beattie, a director of the Company, was a partner of Tory
Tory DesLauriers & Binnington, a law firm which provides legal services to the
Company.
<PAGE>
-17-
INDEBTEDNESS OF DIRECTORS AND OFFICERS
No director, officer, employee, former director, officer or employee, nominee
for election as a director, or associate or affiliate of any such person, is or
has been indebted to the Company or its subsidiaries at any time since the
beginning of the last completed financial year of the Company.
MANAGEMENT CONTRACTS
There are no agreements or arrangements under which management functions of the
Company or any subsidiary of the Company are to any substantial degree performed
by a person other than the directors or senior officers of the Company or a
subsidiary of the Company.
STATEMENT OF CORPORATE GOVERNANCE
DUTIES AND OBLIGATIONS OF THE BOARD OF DIRECTORS
The general duty of the Board of Directors is to supervise the management of the
business and affairs of the Company. In furtherance of this responsibility, the
Board of Directors has expressly assumed responsibility for the following
matters:
(a) adopting a strategic planning process for the Company which
establishes the Company's long-term goals and strategies, and
monitoring the success of the Company's management in achieving those
goals and implementing those strategies;
(b) identifying the principal risks of the Company's business and ensuring
that there are systems in place to effectively monitor and manage such
risks with a view to the long-term viability of the Company and to
achieving a proper balance between the risks incurred and the
potential return to the Company's shareholders;
(c) engaging in succession planning, including appointing, training and
monitoring senior management (which includes ensuring that objectives
are in place against which management's performance can be measured),
having in place programs to train and develop management, providing
for the orderly succession of management, and assessing the
performance and contribution of the Chief Executive Officer of the
Company against mutually established objectives;
(d) ensuring that the Company has a policy to enable it to communicate
effectively with its shareholders, other stakeholders and the public
generally, effectively describing the operations of the Company to
shareholders and accommodating feedback from shareholders; and
(e) ensuring that there are effective controls and information systems in
place for the Board of Directors to discharge its responsibilities
including an audit system which can inform the Board of Directors
about the integrity of the data and the compliance of the financial
information with appropriate accounting principles.
<PAGE>
-18-
COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors is presently composed of seven directors, of which four
are considered by the Board to be "unrelated directors". An unrelated director
is a director who is independent of management and is free from any interest and
any business or other relationship which could, or could reasonably be perceived
to, materially interfere with the director's liability to act with a view to the
best interests of the Company, other than interests and relationships arising
from shareholdings. In determining whether a director is an unrelated director,
the Board considers, for example, whether the director has a relationship which
could, or could be perceived to, interfere with the director's ability to
objectively assess the performance of management.
The Chairman of the Board of Directors is a member of management of the Company.
In order to facilitate the functioning of the Board independent of management,
the Board of Directors has created the Audit Committee and the Corporate
Governance and Nominating Committee, all members of which are unrelated
directors, and the Compensation Committee and the Stock Option Committee, the
majority of the members of which are unrelated directors. These Committees meet
on a regular basis.
COMMITTEES OF THE BOARD OF DIRECTORS
There are currently four committees of the Board of Directors. The mandate and
activities of each committee are as follows:
Audit Committee
The mandate of the Audit Committee is to:
(a) ensure that at all times there are direct communication channels
between the Audit Committee and the Company's external auditors;
(b) periodically review and report to the Board of Directors whether
management of the Company has designed and implemented an effective
internal control system; and
(c) review and report to the Board of Directors on all financial
statements prepared by the Company.
The Audit Committee reports periodically to the Board of Directors on all of the
foregoing matters.
Compensation Committee
Please refer to "Compensation of Executive Officers and Directors" for a
description of the mandate of the Compensation Committee.
<PAGE>
-19-
Corporate Governance and Nominating Committee
The mandate of the Corporate Governance and Nominating Committee is to oversee
and make recommendations to the Board of Directors developing the Company's
approach to corporate governance issues, to propose new nominees to the Board of
Directors and to assess directors on an ongoing basis, including:
(a) formulating the Company's response to the recommendations of the
Montreal Exchange, The Toronto Stock Exchange and NASDAQ on issues of
corporate governance;
(b) explaining to the investment community the differences, if any,
between the Company's governance system and the guidelines of the
Montreal Exchange, The Toronto Stock Exchange and NASDAQ;
(c) serving as a forum for concerns of individual directors about matters
that are not easily discussed in a meeting of the full Board of
Directors;
(d) determining if an individual director is entitled to retain, at the
expense of the Company, an independent adviser and the terms and
conditions of any such retainer;
(e) developing and implementing systems for more effective communications
to shareholders of the Company, other stakeholders, and the public;
(f) establishing a system of peer review of directors to assess the
effectiveness of the Board as a whole and of the committees of the
Board, and the contributions of individual directors; and
(g) establishing an orientation and education program for new members of
the Board of Directors and its various committees.
Stock Option Committee
The mandate of the Stock Option Committee is to administer the Plan on behalf of
the Board in accordance with such terms and conditions as the Board may
prescribe in accordance with the Plan. All decisions of the Stock Option
Committee are to be approved by a majority of its members.
DECISIONS REQUIRING THE PRIOR APPROVAL OF THE BOARD OF DIRECTORS
Each committee of the Board of Directors makes recommendations to the Board on
an ongoing basis. Generally speaking, recommendations from a committee of the
Board of Directors require the approval of the full Board before being
implemented. Exceptions are that the Stock Option Committee may grant options
under the Plan without Board approval and that the Corporate Governance and
Nominating Committee may determine the terms on which an individual director may
retain an independent adviser at the expense of the Company and such
<PAGE>
-20-
determination binds the Company and the Board of Directors without any further
action by the Board.
SHAREHOLDER COMMUNICATIONS
To enable the Company to communicate more effectively with its shareholders, the
Company has created the office of Communications Officer. Jim Welch is the
current Communications Officer of the Company and may be reached at 9801 Metric
Boulevard, Austin, Texas, 78758 (Tel. No.: (512) 873-4777). The Communications
Officer is responsible for:
(a) receiving all communications from the shareholders of the Company,
other stakeholders and the public generally (other than in connection
with communications relating to meetings of shareholders);
(b) accommodating feedback from shareholders about the operations of the
Company; and
(c) effectively interpreting the operations of the Company to
shareholders.
Communications relating to meetings of shareholders are dealt with by the Board
of Directors through its normal procedures for such meetings.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 1999 annual
meeting of shareholders must be received by the Company at its principal
executive offices no later than August 27, 1999 in order to be included in the
Company's Proxy Circular and form of proxy relating to the meeting.
APPROVAL OF THE BOARD OF DIRECTORS
The contents of this Proxy Circular have been approved and the delivery of it to
each shareholder of the Company entitled thereto and to the appropriate
regulatory agencies has been authorized by the Board of Directors of the
Company.
The foregoing contains no untrue statement of a material fact and does not omit
to state a material fact that is required to be stated or that is necessary to
make a statement not misleading in the light of the circumstances in which it
was made.
DATED at Austin, Texas the 16th day of October, 1998.
BY ORDER OF THE BOARD OF DIRECTORS
(SIGNED) JEAN J. BELANGER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE>
METROWERKS INC.
P R O X Y
ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF
METROWERKS INC.
to be held on November 24, 1998
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
OF METROWERKS INC.
The undersigned shareholder of Metrowerks Inc. (the "Company") hereby appoints,
Jean J. Belanger, or failing him, Gregory P. Galanos, or failing him, David
Perkins, all being directors and officers of the Company, or instead of any of
the foregoing __________________________________________________, as proxy of
the undersigned, to attend, vote and act for and on behalf of the undersigned AT
THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD ON
NOVEMBER 24, 1998 AND AT ALL ADJOURNMENTS THEREOF, upon the following matters:
(1) VOTE [_] or WITHHOLD FROM VOTING [_] or, if no specification is made,
VOTE, in the election of directors;
(2) VOTE FOR [_] or AGAINST [_] or, if no specification is made, VOTE FOR, an
ordinary resolution, with or without amendment, approving the amendment to
the Stock Option Plan dated June 21, 1995 (as amended) (the "Plan")
increasing the number of common shares of the Company reserved for issuance
under the Plan from 2,600,000 to 3,600,000, and any amendments or
variations thereto that may come before the meeting.
(3) VOTE FOR [_] or AGAINST [_] or, if no specification is made, VOTE FOR, an
ordinary resolution, with or without amendment, confirming the amendment to
the Company's by-laws relating to quorum requirements at shareholders'
meetings, and any amendments or variations thereto that may come before the
meeting.
(4) VOTE [_] or WITHHOLD FROM VOTING [_] or, if no specification is made,
VOTE, in favour of the appointment of auditors and in authorizing the
directors to fix the remuneration of the auditors;
(5) Such other business as may properly come before the meeting.
Executed on the day of , 1998.
- ---------------------------- ------------------------------
Number of Common Shares Signature of Shareholder
------------------------------
Name of Shareholder
(PLEASE PRINT CLEARLY)
<PAGE>
-2-
NOTES:
(1) A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM AT THE
MEETING OTHER THAN THE MANAGEMENT REPRESENTATIVES DESIGNATED IN THIS PROXY.
Such right may be exercised by inserting in the space provided the name of
the other person the shareholder wishes to appoint. Such other person need
not be a shareholder.
(2) To be valid, this proxy must be signed and deposited with Montreal Trust
Company of Canada at 151 Front Street West, Toronto, Ontario M5J 2N1 not
later than 48 hours (excluding Saturdays, Sundays and holidays) before the
time for holding the meeting or, if the meeting is adjourned, 48 hours
(excluding Saturdays, Sundays and holidays) before any adjourned meeting.
(3) If an individual, please sign exactly as your shares are registered.
If the shareholder is a corporation, this proxy must be executed by a duly
authorized officer or attorney of the shareholder and, if the Corporation
has a corporate seal, its corporate seal should be affixed.
If shares are registered in the name of an executor, administrator or
trustee, please sign exactly as the shares are registered. If the shares
are registered in the name of the deceased or other shareholder, the
shareholder's name must be printed in the space provided, the proxy must be
signed by the legal representative with his name printed below his
signature and evidence of authority to sign on behalf of the shareholder
must be attached to this proxy.
In many cases, shares beneficially owned by a holder (a "Non-Registered
Holder") are registered in the name of a securities dealer or broker or
other intermediary, or a clearing agency. Non-Registered Holders should, in
particular, review the sections entitled "SOLICITATION OF PROXIES - Non-
Registered Holders" and "SOLICITATION OF PROXIES - Revocation" in the
accompanying management proxy circular and carefully follow the
instructions of their intermediaries.
(4) Reference is made to the accompanying management proxy circular for further
information regarding completion and use of this proxy and other
information pertaining to the meeting.
(5) If a share is held by two or more persons, any one of them present or
represented by proxy at a meeting of shareholders may, in the absence of
the other or others, vote in respect thereof, but if more than one of them
are present or represented by proxy they shall vote together in respect of
the share so held.
(6) If this proxy is not dated in the space provided, it is deemed to bear the
date on which it is mailed by management of the Corporation.
