INDUSTRI MATEMATIC INTERNATIONAL CORP, DEF 14A, 2000-08-25

INDUSTRI MATEMATIC INTERNATIONAL CORP
DEF 14A, 2000-08-25
PREPACKAGED SOFTWARE

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

<TABLE>
<S> <C>
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 240.14a-11(c) or 240.14a-12
</TABLE>

<TABLE>
<S> <C>
INDUSTRI-MATEMATIK INTERNATIONAL CORP.
------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>

Payment of Filing Fee (Check the appropriate box):

<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules14a-6(i)(1)
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 Rule0-11(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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</TABLE>
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[LOGO]]

[LOGO]

INDUSTRI-MATEMATIK INTERNATIONAL CORP.

901 MARKET STREET
WILMINGTON, DE 19801

------------------------

NOTICE OF 2000 ANNUAL MEETING

---------------------

Please take notice that the Annual Meeting of the Shareholders of
Industri-Matematik International Corp., a Delaware corporation ("Company"), will
be held on October 11, 2000, at 10:00 a.m., local time, at The Grand Hyatt New
York, Park Avenue at Grand Central Station, New York, New York for the following
purposes:

1. To elect five directors to serve for one-year terms;

2. To approve an increase in the shares reserved for issuance under the
Industri-Matematik International Corp. 1998 Stock Option Plan;

3. To approve the Industri-Matematik International Corp. Transferable Stock
Option Plan;

4. To approve an increase in the shares reserved for issuance under the
Industri-Matematik International Corp. 1997 Employee Stock Purchase Plan;

5. To ratify the appointment of Ohrlings PricewaterhouseCoopers AB as the
Company's independent public accountants for the fiscal year ending
April 30, 2001; and

6. To transact such other business as may properly come before the meeting.

Shareholders of record at the close of business on August 16, 2000, are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
thereof.

By Order of the Board of Directors,

Marvin S. Robinson,
SECRETARY

August 25, 2000

IMPORTANT: PLEASE COMPLETE, DATE, SIGN, AND PROMPTLY MAIL THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT
THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO
SO EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
<PAGE>
[LOGO]

INDUSTRI-MATEMATIK INTERNATIONAL CORP.
901 MARKET STREET
WILMINGTON, DE 19801

------------------------

PROXY STATEMENT

---------------------

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Industri-Matematik International Corp.
("Company") for the Annual Meeting of Shareholders of the Company to be held on
October 11, 2000, at 10:00 a.m., local time, at The Grand Hyatt New York, Park
Avenue at Grand Central Station, New York, New York ("Annual Meeting"). The
Company's Annual Report for the fiscal year ended April 30, 2000, a Notice of
2000 Annual Meeting, and a Proxy accompany this Proxy Statement. Any proxy given
pursuant to this solicitation may be revoked by the person giving it at any time
before it is exercised by filing with the Secretary of the Company an instrument
revoking it, by presenting at the Annual Meeting a duly executed proxy bearing a
later date, or by attending the Annual Meeting and voting in person.

Only holders of Common Stock on August 16, 2000, the record date for the
Annual Meeting, are entitled to vote at the Annual Meeting. On that date, the
Company had outstanding 32,127,187 shares of Common Stock, all of which are
entitled to vote on all matters to be acted upon at the Annual Meeting. Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held by him or her.

The date of this Proxy Statement is August 25, 2000, which is the
approximate date on which the Company's Annual Report, this Proxy Statement, the
Notice of 2000 Annual Meeting, and Proxy are being sent to shareholders.

ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)

The Company has a five member Board of Directors. At the 2000 Annual Meeting
all five directors are to be elected to terms expiring at the 2001 Annual
Meeting or until their successors are duly elected and qualified.

The Board of Directors of the Company has nominated each of the current
directors, Stig G. Durlow, Jeffrey A. Harris, William H. Janeway, Martin
Leimdorfer, and Geoffrey W. Squire, to be re-elected at the Annual Meeting. The
proxy holders intend to vote each proxy received by them for the election of the
named nominees unless otherwise instructed on the proxy card. The Company is not
aware of any circumstances which will cause any nominee to be unable or to
decline to serve as a director. In the event that a nominee for director becomes
unavailable, becomes unable to serve, or declines to serve, it is intended that
votes pursuant to the proxies will be cast for such substitute nominee as may be
nominated by the Board of Directors.

If a quorum is present or represented at the Annual Meeting, the affirmative
vote of the holders of a plurality of the shares of Common Stock present or
represented at the Annual Meeting is required to elect each director, provided
that abstentions and shares held by brokers that are present or represented but
not

1
<PAGE>
voted because the brokers were prohibited from exercising discretionary
authority, i.e., "broker non-votes," will be counted as present for purposes of
determining the quorum but will have no effect on the vote.

The following table sets forth the names and ages of the current directors,
each of whom is also a nominee for director, and the year during which each
individual began serving as a director of the Company.

<TABLE>
<CAPTION>
SERVED AS DIRECTOR
OF THE COMPANY
AGE FROM
-------- ------------------
<S> <C> <C>
Stig G. Durlow.............................................. 50 1996
Jeffrey A. Harris........................................... 44 1995
William H. Janeway.......................................... 57 1995
Martin Leimdorfer........................................... 64 1995
Geoffrey W. Squire.......................................... 53 1996
</TABLE>

Set forth below are biographical summaries of the directors, including
descriptions of their principal occupations. (References to IMAB are to
Industri-Matematik AB, a Swedish corporation formed in 1967 which is a
predecessor to, and now a subsidiary of, the Company.)

Stig G. Durlow joined IMAB as Vice President, Nordic Operations in 1994 and
was elected President and Chief Executive Officer of IMAB in February 1995, and
of the Company upon its formation on May 1, 1995. Mr. Durlow has served as a
director of the Company since May, 1996, and was Chairman of the Board from May
1996, to August 2000. Prior to joining the Company, Mr. Durlow held various
sales and marketing positions at IBM. Mr. Durlow is a member of the Compensation
Committee.

Jeffrey A. Harris has served as a director of IMAB since 1991 and of the
Company since its formation in May 1995. Mr. Harris has been a Managing Director
of E.M. Warburg, Pincus & Co., LLC ("E.M. Warburg") since 1988, where he has
been employed since 1983. Mr. Harris is a director of Knoll, Inc., ECsoft Group
plc, and Spinnaker Exploration, Inc. Mr. Harris is a member of the Audit
Committee and the Compensation Committee.

William H. Janeway has served as a director of IMAB since 1991 and of the
Company since its formation in May 1995. Mr. Janeway has been a Managing
Director of E.M. Warburg since 1988, became a Senior Managing Director in 1998,
and is head of its High Technology Investment Group. Mr. Janeway is a director
of BEA Systems, Inc., Inacom Corp., Indus International, Inc., and VERITAS
Software Corporation.

Martin Leimdorfer founded IMAB in 1967 and was its President and Chief
Executive Officer from 1967 to 1995. Dr. Leimdorfer has been a director of IMAB
since its formation and of the Company since its formation in May 1995.
Dr. Leimdorfer is a member of the Royal Swedish Academy of Engineering Sciences
and serves on the boards of the Swedish Trade Council and the Swedish Institute
for Industrial and Economics Research. Dr. Leimdorfer is a member of the Audit
Committee and the Compensation Committee.

Geoffrey W. Squire has served as a director of IMAB since 1994 and of the
Company since May 1996. He became Chairman of the Board in August 2000.
Mr. Squire is a director and the co-Chairman and Executive Vice President of
VERITAS Software Corporation, a storage management software company. Mr. Squire
joined OpenVision Technologies, Inc. in 1994 and was its Chief Executive Officer
from July, 1995, through April, 1997, when it merged with VERITAS Software
Corporation. Mr. Squire is a member of the Audit Committee.

There is no family relationship between any director or executive officer of
the Company. During the 2000 fiscal year, the Board of Directors held a total of
six meetings, and all directors attended all of the meetings.

2
<PAGE>
COMPENSATION OF DIRECTORS

Non-employee directors are paid $20,000 per year. The Company does not pay
additional amounts for committee participation. All directors are reimbursed for
their reasonable out-of-pocket expenses incurred in attending the meetings of
the Board of Directors and committees thereof.

COMMITTEES

The Audit Committee consists of Messrs. Harris and Squire and
Dr. Leimdorfer. The Audit Committee, among other things, reviews the internally
prepared quarterly and annual financial statements, makes recommendations to the
Board of Directors regarding the selection of independent public accountants,
and reviews the annual financial statements, the result and scope of the audit,
and other services provided by, and the independence of, the Company's
independent public accountants. The Compensation Committee, which consists of
Messrs. Durlow and Harris and Dr. Leimdorfer, administers the Company's Stock
Option Plans and Restricted Stock Program and makes recommendations concerning
salaries and incentive compensation for executive officers of the Company. The
Audit Committee met four times during the last fiscal year, and all members
attended all of the meetings. The Compensation Committee met on an informal
basis at various times during the last fiscal year.

The Company does not have a Nominating Committee, and nominations for
directors are made by the entire Board of Directors.

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION

During the last fiscal year, Mr. Durlow, the President, Chairman, and Chief
Executive Officer of the Company, was a member of the Compensation Committee.
Mr. Durlow took no part in any recommendation made by the Compensation Committee
to the Board of Directors concerning himself. During the last fiscal year,
Mr. Harris, a former Secretary of the Company, and Dr. Leimdorfer, a former
President of the Company, were also members of the Compensation Committee.

3
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table contains information regarding the ownership of the
Common Stock of the Company as of August 16, 2000, by each director of the
Company, each of the current executive officers named in the Summary
Compensation Table on page 7, and all current directors and executive officers
of the Company as a group:

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED (1) OF CLASS
------------------------ ------------ --------
<S> <C> <C>
Philippe Beaurain........................................... 31,500(2) *
Stig G. Durlow.............................................. 610,000(3) 1.9
John P. Geraci, Jr.......................................... 358,800(4) 1.1
Jeffrey A. Harris........................................... 12,287,502(5) 38.2
William H. Janeway.......................................... 12,295,252(5) 38.3
Martin Leimdorfer........................................... 3,067,017(6) 9.5
Mats Lillienberg............................................ 190,000(3) *
Lars-Goran Peterson......................................... 192,000(3) *
Geoffrey W. Squire.......................................... 344,000(7) 1.0
All executive officers and directors as a group (11
persons).................................................. 17,117,819(5)(6)(8) 52.6
</TABLE>

------------

* Less than 1%.

(1) Beneficial ownership is based on 32,127,187 outstanding shares of Common
Stock as of August 16, 2000. In computing the number of shares outstanding,
beneficially owned, and the percentage beneficially owned by a person and by
all executive officers and directors as a group, shares of Common Stock
which may be acquired presently or within the next 60 days by exercise of
options, conversion, or otherwise are included.

(2) Includes 30,000 shares subject to options exercisable currently or within
the next 60 days.

(3) Represents shares purchased pursuant to the Restricted Stock Program (see
page 9).

(4) Includes 200,000 shares subject to options exercisable currently or within
the next 60 days.

(5) Includes 12,282,752 shares owned of record by Warburg Pincus Investors, LP
("Warburg") which are included because of Mr. Janeway's and Mr. Harris's
affiliation with Warburg (see footnote 1 to the chart which follows).
Messrs. Janeway and Harris disclaim beneficial ownership of these shares,
except to the extent of their respective pecuniary interests therein.

(6) Includes 3,067,017 shares owned of record by SP Contract Ltd. On June 28,
1999, Dr. Leimdorfer transferred these shares to SP Contract Ltd. in
exchange for a deferred variable annuity. Because the value of the annuity
depends on the value of the shares, Dr. Leimdorfer may be considered to have
indirect beneficial ownership of the shares.

(7) Includes 190,000 shares subject to options exercisable currently or within
the next 60 days.

(8) Includes 432,000 shares subject to options exercisable currently or within
the next 60 days.

4
<PAGE>
Except for Martin Leimdorfer(1), whose mailing address is P.O.B. 71,
Waterville, NH 03215, the Company knows of no beneficial owner of more than 5%
of its outstanding Common Stock as of August 16, 2000, except as follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------------------------ ------------------ --------
<S> <C> <C>
Warburg Pincus Investors, LP (2)............................ 12,282,752 38.2
466 Lexington Avenue, 10th Floor
New York, NY 10017

FMR Corp. (3)............................................... 3,249,350 10.1
82 Devonshire Street
Boston, MA 02109

SP Contract Ltd. (1)(4)..................................... 3,067,017 9.5
P.O Box 146
Trident Chambers
Road Town, Tortola, B.V.I.
</TABLE>

------------

(1)See Note 6 on prior page.

(2)The sole General Partner of Warburg is Warburg, Pincus & Co. ("WP"), a
New York general partnership. E. M. Warburg, Pincus & Co. LLC ("EMWP &
Co."), a New York limited liability company, manages Warburg. The members
of EMWP & Co. are substantially the same as the partners of WP. Lionel I.
Pincus is the managing partner of WP and the managing member of EMWP &
Co. and may be deemed to control both WP and EMWP & Co. WP has a 20%
interest in the profits of Warburg. Each of Mr. Janeway and Mr. Harris,
directors of the Company and a Senior Managing Director and a Managing
Director, respectively, of EMWP & Co., is a General Partner of WP. As
such, Mr. Janeway and Mr. Harris may be deemed to have an indirect
pecuniary interest (within the meaning of Rule 16a-1 under the Securities
Exchange Act of 1934, as amended) in an indeterminate portion of the
shares beneficially owned by Warburg and WP.

(3)Based upon a Schedule 13G filed in August, 2000, with the Securities and
Exchange Commission and other information available to the Company, FMR
Corp. ("FMR") is a holding company one of whose principal assets is the
capital stock of Fidelity Management and Research Company, an investment
advisor registered under Section 203 of the Investment Advisors Act of
1940, which beneficially owned 2,487,490 shares of Company Common Stock.
Fidelity International Limited, Pembroke Hall, 42 Crow Lane, Hamilton,
Bermuda, an investment advisor, beneficially owned 761,860 shares of
Company Common Stock.

(4)Based upon a Schedule 13G filed with the Securities and Exchange
Commission and other information available to the Company, SP Contract
Ltd. is a British Virgin Islands corporation which acquired 3,067,017
shares of Company stock from Dr. Leimdorfer in exchange for a deferred
variable annuity. See Note 6 on prior page.

EXECUTIVE OFFICERS

In addition to Mr. Durlow, the Executive Officers of the Company include
Karl Asp, Philippe Beaurain, John P. Geraci, Jr., Mats Lillienberg, Lars-Goran
Peterson, and Marvin S. Robinson.

Karl Asp, age 40, joined the Company in February, 1999, as the Director of
Corporate Finance. He became the Treasurer and Chief Financial Officer in
June, 1999. Prior to joining the Company, Mr. Asp was the corporate financial
manager at Europolitan Holdings AB, a Stockholm stock exchange-listed mobile
telephone operator, from August, 1994, to February, 1999. Prior to that,
Mr. Asp was a manager in the corporate finance department at Coopers & Lybrand.

5
<PAGE>
Philippe Beaurain, age 46, joined the Company in October, 1998, as Vice
President of Industri-Matematik American Operations, Inc. in charge of services
and support for the Americas, and he became the Company's Vice
President--Worldwide Services and Support in February, 1999. Prior to joining
the Company, Mr. Beaurain was President of ADP-GSI Logistics and Distribution, a
distribution software company, since 1993.

John P. Geraci, Jr., age 48, joined the Company in March, 1998. Prior to
joining the Company, Mr. Geraci was a partner at The Complex Sale, where he
provided sales consulting and training from 1995 to 1998, and from 1993 to 1995
he was the Chief Operating Officer at Blessing/White Inc., a human resource
training Company. Mr. Geraci who has been the Company's Senior Vice
President--Worldwide Sales and Marketing and President--Americas, was elected in
August 2000, as Executive Vice President and Chief Operating Officer of the
Company.

Mats Lillienberg, age 39, joined IMAB in 1984 as a System Analyst
responsible for development of enhancements to System ESS products and is
currently Senior Vice President-Product Development.

Lars-Goran Peterson, age 55, joined IMAB in 1992 as a Business Unit Manager
and served as its Chief Financial Officer from January, 1994, through June,
1999. Mr. Peterson is currently Senior Vice President-Finance and Administration
of the Company.

Marvin S. Robinson, age 67, became the Secretary of the Company in October
1997. He has been a practicing attorney for more than the past five years and is
a member of Tannenbaum Dubin & Robinson, LLP, which has been counsel to the
Company since its inception. Mr. Robinson also has been a director, Vice
President--General Counsel and Secretary of Garan, Incorporated, an American
Stock Exchange listed apparel manufacturer which is not engaged in business with
the Company, for more than the past five years.

It is anticipated that all executive officers will be re-elected after the
Annual Meeting.

6
<PAGE>
EXECUTIVE COMPENSATION

The following table sets forth, for the fiscal years ended April 30, 2000,
1999, and 1998, the compensation paid to or earned by the Company's Chief
Executive Officer, the Company's four other most highly compensated executive
officers whose salary and bonus on an annual basis exceeded $100,000 for
services rendered to the Company during the fiscal year ended April 30, 2000:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL -----------------------
COMPENSATION(2) RESTRICTED SECURITIES ALL
------------------- STOCK UNDERLYING OTHER
NAME AND FISCAL SALARY BONUS PURCHASES OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) (#)(3) (#) ($)
------------------ -------- -------- -------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Philippe Beaurain........................... 2000 210,000 12,500 150,000
Vice President-Worldwide 1999 107,188 25,000
Service and Support

Stig G. Durlow.............................. 2000 250,000(4) 50,000 65,000 165,203(5)
Chairman, President, 1999 250,000(4) 130,701 100,000 165,203(5)
and Chief Executive Officer(1) 1998 275,021 70,135(5)

John P. Geraci, Jr.......................... 2000 240,000 200,000 1,074(6)
Senior Vice President- 1999 240,000 275,000 1,074(6)
Worldwide Sales 1998 30,691
and Marketing and
President-Americas(1)

Mats Lillienberg............................ 2000 101,554 23,402 50,000 49,321(5)(7)
Senior Vice President- 1999 107,854 6,528(5)(7)
Product Development 1998 92,750 6,314(5)(7)

Lars-Goran Peterson......................... 2000 118,691 28,621 100,000 30,319(5)(7)
Senior Vice President- 1999 124,332 13,417(5)(7)
Finance and Administration 1998 113,827
</TABLE>

---------------

(1) In August 2000, Mr. Squire was elected Chairman of the Board, and
Mr. Geraci was elected Executive Vice President and Chief Operating Officer.

(2) Amounts paid in foreign currency have been converted into U.S. dollars with
respect to salaries at the average exchange rate in effect during each
fiscal quarter, and with respect to bonuses and pension contributions at the
average exchange rate in effect during each fiscal year.

(3) Represents shares of Common Stock purchased under the Company's Restricted
Stock Program for which the named executives incurred indebtedness to the
Company (see page 9). As of the end of the last fiscal year, the number and
aggregate value (calculated on the basis of the market price less the
consideration paid excluding shares purchased at prices in excess of the
market value at the end of the last fiscal year) of such shares of Common
Stock held by the named executive officers was: Mr. Durlow, 610,000 shares,
$2,117,500; Mr. Peterson, 212,000 shares, $532,000; and Mr. Lillienberg,
190,000 shares, $665,000.

(4) Does not include $7,344 paid per month as an equivalent to the employee
benefits he would have received had he been subject to Swedish taxation.

(5) Represents a private supplementary pension contribution. See page 8,
"Employment Agreements", for a summary of the terms of the various
employment agreements.

(6) Represents a matching contribution made by the Company pursuant to its
401(k) plan.

(7) Excludes pension contributions made on behalf of these executive officers
pursuant to a plan administered by a Swedish national organization. See
page 10, "Employee Benefit Plans".

7
<PAGE>
FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT FISCAL YEAR END (#) FISCAL YEAR END ($)(1)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
Philippe Beaurain.................................. 67,500/82,500 228,750/254,062
John P. Geraci, Jr. ............................... 200,000/275,000 267,500/282,500
</TABLE>

------------

(1) Market value of the underlying securities at year-end, minus the exercise
price.

During the last fiscal year, a total of 40,000 shares which had been
purchased pursuant to the Restricted Stock Program were sold by executive
officers named in the Summary Compensation Table on page 7. The number of shares
sold and the gain (sales price less purchase price) for each individual were as
follows: Mr. Durlow, 20,000 shares sold, $216,250 gain, and Mr. Peterson, 20,000
shares sold, $288,750 gain. Other than pursuant to the Company's employee stock
purchase plan, no options were granted to, and no shares were sold pursuant to
the Restricted Stock Program to, any named executive officer during the last
fiscal year.

TEN-YEAR OPTION REPRICINGS

<TABLE>
<CAPTION>
MARKET LENGTH OF
NUMBER OF PRICE OF EXERCISE ORIGINAL
SECURITIES STOCK AT PRICE AT OPTION TERM
UNDERLYING TIME OF TIME OF REMAINING AT
OPTIONS REPRICING OR REPRICING OR NEW DATE OF
REPRICED OR AMENDMENT AMENDMENT EXERCISE REPRICING OR
NAME DATE AMENDED (#) ($) ($) PRICE ($) AMENDMENT
---- ---- ----------- ------------ ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
John P. Geraci, Jr.................. 05/18/98 258,750 14.875 24.75 14.875 9.8 years
Senior Vice President(1)

John P. Geraci, Jr.................. 05/18/98 16,250 14.875 31.25 14.875 9.8 years
Senior Vice President(1)
</TABLE>

---------------

(1) In August 2000, Mr. Geraci was elected Executive Vice President and Chief
Operating Officer.

EMPLOYMENT AGREEMENTS

The Company is party to an employment agreement with Mr. Durlow, amended and
restated as of May 1, 1996, which provides for an annual salary and bonus set
annually based upon the Company's revenues and profitability. The agreement also
includes change of control provisions. The Company also makes a supplementary
pension contribution for Mr. Durlow. The Company is party to an Employment
Agreement dated March 16, 1998, with Mr. Geraci and an Employment Agreement
dated October 16, 1998, with Mr. Beaurain both of which continue until
terminated by the Company, or the employee. In the event the Company terminates
Mr. Geraci's or Mr. Beaurain's employment without cause, the employee is
entitled to one year's salary as severance. These agreements provide for an
annual salary and a bonus based upon the revenues and profitability of the
Company. The Company is party to employment agreements with its Swedish based
executive officers named in the Summary Compensation Table on page 7 which
provide for an annual salary and bonus and include other provisions that are
customary in the Swedish labor market. The agreements also provide for
supplementary pension contributions. Each of the executive officers referred to
above also is entitled to an automobile allowance.

CERTAIN TRANSACTIONS

In the last fiscal year, the Company and its subsidiaries paid a total of
$511,000 in legal fees to the law firm of Tannenbaum Dubin & Robinson, LLP, of
which Mr. Robinson is a member.

8
<PAGE>
RESTRICTED STOCK PROGRAM

In May 1995, the Company instituted a restricted stock program ("Restricted
Stock Program") pursuant to which shares of the Company's Common Stock may be
purchased by certain key employees of the Company who may be taxable pursuant to
the laws of Sweden in exchange for non-recourse promissory notes. The shares are
issued through a wholly owned subsidiary of the Company, Software Finance
Corporation ("SFC"). Principal on the promissory notes is due either nine or ten
years after issuance with interest being due and payable annually.

Under the terms of the Restricted Stock Program, SFC has an option to
repurchase the shares issued to each employee so long as SFC pays an annual
option price. The exercise price to be paid by SFC upon exercise of a purchase
option is fair market value, provided that if the option to purchase is
exercised prior to the end of a stated period, the exercise price is the initial
purchase price for all and, after the first anniversary of the option agreement,
a percentage of the shares decreasing by 20% each subsequent year, until the
exercise price is fair market value. The annual option price is substantially
equal to the interest due on the non-recourse promissory note.

SFC has the right and obligation to apply against the payment of any
principal due on the promissory note any amounts payable by SFC to the recipient
of the shares as the exercise price under the Option Agreement. The Company has
the ability to prevent the recipients from selling the purchased securities. The
Company has not recognized any compensation expense in respect of the restricted
stock in its statements of operations since the purchase price of the restricted
stock did not differ from the estimated fair market value of the Common Stock on
the date of issuance. The restricted stock shares issued under this program and
any dividends paid are subject to a pledge and security interest held by SFC.

9
<PAGE>
EMPLOYEE BENEFIT PLANS

The Company provides retirement benefits for substantially all of its
employees. In the United States, the United Kingdom, and The Netherlands the
Company sponsors defined contribution plans. The Company's Swedish subsidiary,
IMAB, has a supplemental defined contribution plan for certain key management
employees. IMAB also participates in several pension plans (non-contributory for
employees), which cover substantially all employees of its Swedish operations.
The plans are administered by a national organization,
Pensionsregistreringsinstitutet, in which most companies in Sweden participate.
The level of benefits and actuarial assumptions are established by the national
organization and, accordingly, IMAB may not change benefit levels or actuarial
assumptions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors, and persons who beneficially own
more than 10% of a registered class of the Company's equity securities to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Such executive officers, directors, and greater than 10% beneficial
owners are required by Securities and Exchange Commission regulations to furnish
the Company with copies of all Section 16(a) forms filed by such reporting
persons. Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, except for
Mr. Durlow, who did not file until April 21, 2000, a Form 4 reporting a
transaction which took place on March 31, 2000, the Company believes that there
was compliance with all filing requirements applicable to the Company's
executive officers, directors, and greater than 10% beneficial owners.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND
THE PERFORMANCE GRAPH SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS, NOR SHALL THEY BE DEEMED TO BE SOLICITING MATERIAL OR DEEMED FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

The duty of the Compensation Committee is to set and administer policies for
the Company's compensation programs, which include base and incentive pay plans
for executive officers, stock option and employee stock purchase plans, and
certain other employee benefit plans. The Committee is comprised of three
members of the Board of Directors: Messrs. Durlow and Harris and
Dr. Leimdorfer.

The Compensation Committee of the Board of Directors is directly responsible
for making recommendations relating to Mr. Durlow, the Company's President and
Chief Executive Officer, and the Company's other executive officers, although
the Compensation Committee relies upon the recommendations of Mr. Durlow with
respect to the executive officers other than himself. The Compensation Committee
also is responsible for administering the Company's Stock Option Plans and
Restricted Stock Program. Mr. Durlow abstains from any action taken by the
Compensation Committee regarding himself.

The Compensation Committee of the Board of Directors reports to the Board of
Directors with respect to compensation of executive officers as follows:

The principal policy of the Compensation Committee relating to compensation
of the executive officers is to take into account the particular contribution of
individual officers in attaining specific or overall goals and in carrying out
their assigned functions and relate their performance to the overall operating
results of the Company.

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In particular, Mr. Durlow's performance is considered to be reflected in the
performance of the Company as a whole and he receives a fixed base salary plus
contingent compensation using a formula generally based upon the Company's
achieving specified revenue and/or profit goals in a fiscal year. His
compensation formula is established early in each fiscal year and set forth in a
supplement to his Amended and Restated Employment Agreement. In fiscal 2000, he
earned a base salary of $250,000 and did not receive any contingent compensation
based upon a formula but was given a $50,000 discretionary bonus.

Compensation Committee
Stig G. Durlow
Jeffrey A. Harris
Martin Leimdorfer

COMPANY STOCK PRICE PERFORMANCE

The following graph shows a comparison of cumulative total shareholder
returns for the Company, the Nasdaq United States and Foreign Stock Index and
the Nasdaq Computer and Data Processing Stock Index for the period commencing
September 26, 1996, and ending on April 30, 2000.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
COMPANY COMMON STOCK NASDAQ US & FOREIGN STOCK INDEX NASDAQ COMPUTER & DATA PROCESSING STOCK INDEX
<S> <C> <C> <C>
26-Sep-96 $100.00 $100.00 $100.00
30-Apr-97 $88.09 $102.32 $108.74
30-Apr-98 $211.90 $152.38 $169.60
30-Apr-99 $17.86 $205.20 $260.04
30-Apr-00 $64.29 $314.19 $380.27
</TABLE>

Cumulative total shareholder returns assume that $100 was invested on
September 26, 1996, at the closing sales price in the Company's Common Stock and
in each index and that all dividends were reinvested. No cash dividends have
been declared on the Company's Common Stock. Shareholder returns over the
indicated period should not be considered indicative of future shareholder
returns. The Nasdaq United States and Foreign Stock Index and the Nasdaq
Computer and Data Processing Stock Index were prepared by the Center for
Research in Security Prices.

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APPROVAL OF AN INCREASE IN THE SHARE RESERVE UNDER THE
INDUSTRI-MATEMATIK INTERNATIONAL CORP. 1998 STOCK OPTION PLAN
(ITEM 2 ON PROXY CARD)

In August, 2000, the Board of Directors approved an increase by 1,000,000
shares in the number of shares of Common Stock reserved for issuance under the
Industri-Matematik International Corp. 1998 Stock Option Plan ("Plan") for
selected employees and selected non-employee members of the Board of Directors,
consultants, and other advisors of the Company and its subsidiaries. The purpose
of the Plan is to attract and retain individuals of exceptional skill and to
provide these individuals with an increased incentive to contribute to the
future success and prosperity of the Company, thereby enhancing the value of the
Common Stock for the benefit of the shareholders. With this increase, the Board
of Directors has authorized a total of 4,000,000 shares of Common Stock for
issuance upon the exercise of options granted under the Plan, subject to
adjustment to avoid dilution by stock splits, stock dividends, and the like.

If a quorum is present or represented at the Annual Meeting, the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented at the Annual Meeting is required to approve the increase in shares
of Common Stock reserved under the Plan, provided that abstentions and shares
held by brokers that are present or represented but not voted because the
brokers were prohibited from exercising discretionary authority, i.e., "broker
non-votes," will be counted as present for purposes of determining the quorum
but will have no effect on the vote.

SUMMARY OF THE PLAN:

Options granted under the Plan ("Options") may be "incentive stock options"
("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended ("Code"), or options that are not ISOs ("Non-ISOs"). The purchase
price of a share of Common Stock ("Exercise Price") under an Option may not be
less than the fair market value of a share of Common Stock on the date the
Option is granted.

The Plan is administered by the Compensation Committee of the Board of
Directors, which presently consists of Messrs. Durlow and Harris and
Dr. Leimdorfer. The Compensation Committee has full power to grant Options,
construe and interpret the Plan, establish and amend rules and regulations for
its administration, and perform all other acts relating to the Plan, including
the delegation of administrative responsibilities that it believes reasonable
and proper. Subject to the provisions of the Plan and the right of the Board of
Directors to give specific directions as to the grant of options, the
Compensation Committee determines in its discretion which of the key employees
and non-employee members of the Board, consultants, or other advisors of the
Company or any of its subsidiaries will be granted Options ("Optionee"),
provided that if authorized by the Board, the Committee may delegate to an
individual member of the Committee or an officer of the Company the discretion
to determine, in accordance with guidelines established by the Board, which
individuals will be granted options. At the direction of the Board, the
Committee has delegated such authority to Mr. Durlow, the Company's Chief
Executive Officer. Key employees will comprise those who contribute to the
management, direction, and/or success of the Company. Non-employee Optionees
will comprise members of the Board of Directors, consultants, or other advisors
who, while not employees of the Company, have an ongoing relationship with the
Company and make significant contributions to the overall success of the
Company. Subject to the provisions of the Plan, the Compensation Committee
determines in its discretion the number of shares of Common Stock subject to
option under any such Options, the dates after which Options may be exercised in
whole or in part (which shall be no later than the day preceding the tenth
anniversary of the date of grant), whether Options shall be ISOs or Non-ISOs,
and other terms and conditions of the Options. No ISO may be granted to any
Optionee who is not an employee of the Company or any of its subsidiaries on the
date of grant, and to the extent the fair market value at the date of grant of
Common Stock subject to an Option which is exercisable for the first time in any
calendar year exceeds $100,000, such excess portion of the Option may not be
treated as an ISO.

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<PAGE>
The Compensation Committee, in its sole discretion, may at any time, with
the consent of the Optionee, cancel any Option and issue to the Optionee a new
Option for an equivalent or lesser number of shares of Common Stock and at a
lower Exercise Price. However, the Compensation Committee is limited to doing
this with respect to Options relating to an aggregate of 300,000 of the shares
available for issuance under the Plan.

Subject to the provisions of the Plan, an Option or portion thereof may be
exercised by written notice to the Company accompanied by full payment of the
Exercise Price in cash or cash equivalents, through the delivery of shares of
Common Stock with an aggregate fair market value on the date of exercise equal
to the Exercise Price, or by any combination of the above methods of payment,
together with payment or arrangement for payment of any Federal income tax
required to be withheld by the Company, if any. The Committee also may permit an
Optionee to pay the Exercise Price by authorizing a third party to sell the
shares of Common Stock acquired upon the exercise on condition that such third
party remit to the Company a sufficient portion of the sale proceeds to pay the
Exercise Price and any required tax withholding. The Compensation Committee will
determine acceptable methods for tendering shares of Common Stock as payment
upon exercise of an Option and will impose such limitations and prohibitions on
the use of shares of Common Stock to exercise an Option as it deems appropriate.

At or after the grant of an Option, the Compensation Committee also may
grant stock appreciation rights as an alternate means for an Optionee to
exercise an Option or a designated portion thereof. A stock appreciation right
with respect to an Option or portion thereof is a right to receive an amount,
payable in cash and/or shares of Common Stock in the discretion of the
Compensation Committee, having a market value on the date of exercise equal to
the product of (a) the excess of the fair market value of a share of Common
Stock on the date of exercise over the Exercise Price of such share of Common
Stock and (b) the number of shares of Common Stock that the Optionee would have
received had such Option or portion thereof been exercised through the purchase
of shares of Common Stock at such Exercise Price.

At or after the grant of an Option, the Compensation Committee in its
discretion may provide an Optionee with an alternate means of exercising an
Option, or a designated portion thereof, by granting the Optionee limited
rights. A limited right with respect to an Option or portion thereof is the
right to receive an amount in cash equal in value to the excess over the
Exercise Price specified in the related Option, of the higher of (a) the highest
price per share of Common Stock paid or offered in any transaction related to a
Change of Control (as defined below) of the Company or (b) the highest fair
market value per share of Common Stock at any time during the 60-day period
preceding a Change of Control, such excess to be multiplied by the number of
shares of Common Stock in respect of which the limited right is exercised.
Generally, limited rights only may be exercised within the 30-day period
following a Change of Control. However, limited rights are not exercisable by
any Optionee who is subject to Section 16(b) of the Securities Exchange Act of
1934, as amended ("Exchange Act") during the first 6 months after the grant of
the limited right. In the event a Change of Control occurs within 6 months of
the date of grant of a limited right, the 30-day exercise period for an Optionee
who is subject to Section 16(b) of the Exchange Act shall be deemed to commence
on the first day following such 6 month period.

Under the Plan, a Change of Control is deemed to take place under four
different circumstances: (a) the individuals who are directors on August 19,
1998, or successor directors who have been so designated by a majority of such
directors ("Continuing Directors"), no longer constitute at least a majority of
the Company's Board of Directors, (b) any person or group of persons (as defined
in Rule 13d-5 under the Exchange Act), together with its affiliates, through
transactions not approved by the Continuing Directors who constitute a majority
of the Board of Directors becomes the beneficial owner, directly or indirectly,
of at least 40% of the Company's then outstanding Common Stock (including Common
Stock owned prior to August 19, 1998) (c) the approval by the Company's
shareholders of the merger or consolidation of the Company with any other
corporation, the sale of substantially all of the assets of the Company, or the
liquidation or dissolution of the Company unless, in the case of a merger or
consolidation, the Continuing Directors in office immediately prior to such
merger or consolidation will constitute at least a majority of the directors of
the surviving corporation of such merger or consolidation

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<PAGE>
and any parent (as such term is defined in Rule 12b-2 under the Exchange Act) of
such corporation, and such surviving corporation (and such parent, if any) shall
have at least five directors, or (d) at least a majority, all of whom shall be
Continuing Directors, of the Directors in office immediately prior to any other
action proposed to be taken by the Company's shareholders or by the Company's
Board of Directors determines that such proposed action, if taken, would
constitute a Change of Control of the Company and such proposed action is
thereafter taken.

Each Option is non-transferable during the lifetime of the Optionee. If an
Optionee's employment with the Company or a subsidiary is terminated by the
Company for cause or the service of the Optionee as a member of the Board of
Directors, consultant, or other advisor is terminated for conduct constituting
cause, each unexercised Option will expire on the date of cessation of
employment or service as a director, consultant, or other advisor. If the
Optionee's employment with the Company or a subsidiary or the Optionee's service
as a director, consultant, or other advisor terminates for any reason other than
for cause, each Option remains exercisable, to the extent it was exercisable at
the time of cessation of employment or service as a director, consultant, or
other advisor, until the earliest of: (a) the termination date under the Plan,
(b) the death of the Optionee, or such later date not more than six months after
the death of the Optionee as the Compensation Committee, in its discretion, may
provide, (c) the date two months after cessation of the Optionee's employment or
service as a director, consultant, or other advisor by reason of retirement or
if the Optionee's employment or service as a director, consultant, or other
advisor is terminated by the Company other than for cause, (d) the date six
months after cessation of the Optionee's employment or service as a director,
consultant, or other advisor by reason of disability, and (e) the date one month
after the cessation by the Optionee of his employment or service as a director,
consultant, or other advisor other than by reason of retirement, disability, or
death. If the Optionee dies while employed by the Company or any of its
subsidiaries or while serving as a member of the Board of Directors, consultant,
or other advisor each Option may be exercised by the Optionee's heirs or legal
representatives until six months after the Optionee's death or, if earlier, the
termination date of the Option.

The Board of Directors may suspend, amend, or terminate the Plan in whole or
in part. No amendment may be made without approval of the shareholders, however,
which would: (a) materially modify the eligibility requirements for receiving
Options, (b) materially increase the total number of shares of Common Stock
which may be issued pursuant to Options, except as permitted under the Plan, or
(c) materially increase in any other way the benefits accruing to Optionees.
Furthermore, no amendment, suspension, or termination of the Plan, without the
consent of the Optionee, may impair any of the rights or obligations under any
Option previously granted to an Optionee under the Plan.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES:

ISOS. Under present law, neither the grant nor the exercise of an ISO will
result in taxable income to the Optionee, and the Company will not be entitled
to receive a Federal income tax deduction at the date of grant or exercise.
However, the difference between the Option exercise price and the fair market
value of the shares of Common Stock at the time the Option is exercised is
generally an item of tax preference for the Optionee.

If the Optionee does not sell the shares of Common Stock acquired upon
exercise of the Option within either (a) two years after the date of the grant
of the Option or (b) one year after the date of exercise, a subsequent sale of
the shares of Common Stock at a price different than the Option Price will be
taxed as long-term capital gain or long-term capital loss, as the case may be.
If the Optionee, within either of the above periods, disposes of shares of
Common Stock acquired upon exercise of the Option, the Optionee will generally
recognize as ordinary income an amount equal to the lesser of (i) the gain
realized by the Optionee on such disposition or (ii) the difference between the
exercise price and the fair market value of the shares of Common Stock on the
date of exercise. In such event, the Company generally will be entitled to an
income tax deduction equal to the amount recognized as ordinary income by the
Optionee.

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<PAGE>
Any gain in excess of such amount recognized by the Optionee as ordinary income
or any loss will be taxed as a long-term or short-term capital gain or loss, as
the case may be (subject to the holding period requirements for long-term or
short-term capital gain or loss treatment).

NON-ISOS. Under present law, the grant of a Non-ISO under the Plan will not
cause the Optionee to realize taxable income upon such grant nor will the
Company receive a Federal income tax deduction at such time. Upon exercise of a
Non-ISO, the Optionee will generally realize ordinary income in an amount equal
to the excess of the fair market value of the shares of Common Stock received
over the exercise price of such shares of Common Stock. Upon a subsequent sale
of the shares of Common Stock, the Optionee will recognize short-term or
long-term gain or loss, as the case may, be depending upon the Optionee's
holding period for the stock on the difference between the fair market value of
the shares of Common Stock on the date of exercise and the amount realized on
the subsequent sale. The Company will be allowed an income tax deduction for the
amount recognized as ordinary income by the Optionee.

STOCK APPRECIATION RIGHTS. Cash amounts received by the Optionee upon the
exercise of a stock appreciation right are taxed at ordinary income tax rates
when received. An equivalent amount may be deducted at such time by the Company.

LIMITED RIGHTS. Cash amounts received by the Optionee upon the exercise of
a limited right are taxed at ordinary income tax rates when received and are
deductible by the Company to the extent such amounts are included in an
Optionee's income. However, certain amounts received by the Optionee upon the
exercise of a limited right may be deemed "excess parachute payments" (within
the meaning of Section 28OG of the Code) and to such extent would cause the
Optionee to become liable for an additional 20% excise tax payable by the
Optionee. Amounts that are deemed excess parachute payments are not deductible
by the Company.

The foregoing summary of Federal income taxation does not purport to be
complete and reference should be made to the applicable provisions of the Code.
In addition, this summary does not discuss the provisions of state or local
income tax laws or laws of any foreign country in which the Optionee may be
subject to taxation.

APPROVAL OF THE INDUSTRI-MATEMATIK INTERNATIONAL CORP.
TRANSFERABLE STOCK OPTION PLAN
(ITEM 3 ON PROXY CARD)

In August, 2000, the Board of Directors adopted the Industri-Matematik
International Corp. Transferable Stock Option Plan ("Plan") for selected
employees subject to Swedish income taxation and reserved 500,000 shares of
Common Stock for issuance thereunder, subject to adjustment to avoid dilution by
stock splits, stock dividends, and the like. The purpose of the Plan, which
supplements the Company's other Stock Options Plans, is to attract and retain
individuals of exceptional skill thereby enhancing the value of the Common Stock
for the benefit of the shareholders. A copy of the Plan is annexed as
Exhibit A.

If a quorum is present or represented at the Annual Meeting, the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented at the Annual Meeting is required to adopt the Plan, provided that
abstentions and shares held by brokers that are present or represented but not
voted because the brokers were prohibited from exercising discretionary
authority, i.e., "broker non-votes," will be counted as present for purposes of
determining the quorum but will have no effect on the vote.

SUMMARY OF THE PLAN:

Options to purchase shares of Common Stock will be sold to employees under
the Plan ("Options"). The purchase price of an Option will be its fair market
value on the date of sale. The purchase price of a

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share of Common Stock ("Exercise Price") which may be acquired on the exercise
of an Option will be the fair market value of a share of Common Stock on the
date the Option is sold.

Subject to the provisions of the Plan, an Option or portion thereof may be
exercised by written notice to the Company accompanied by full payment of the
Exercise Price in cash or cash equivalents. The Committee also may permit an
Optionee to pay the Exercise Price by authorizing a third party to sell the
shares of Common Stock acquired upon the exercise on condition that such third
party remit to the Company a sufficient portion of sale proceeds to pay the
Exercise Price.

Each Option is transferable. If an employee owning Options terminates his
employment with the Company for any reason, the Company has the right to
repurchase his Options at their then market value or if the options are not
publicly traded, for the acquisition price plus interest. The Company also has a
similar right to purchase the Options if the Optionee desires to sell his
Options.

The Board of Directors may suspend, amend, or terminate the Plan in whole or
in part. No amendment may be make without approval of the shareholders, however,
which would: (a) materially modify the eligibility requirements for purchasing
Options or (b) materially increase the total number of shares of Common Stock
which may be issued pursuant to Options. Furthermore, no amendment suspension,
or termination of the Plan, without consent of the Optionee, may impair any of
the rights or obligations under any Option previously sold to an Optionee under
the Plan.

TAX INFORMATION.

Based on management's understanding of current Swedish tax laws, neither the
purchase by the employee of an Option nor the purchase of shares on the exercise
of the Option will have tax consequences to the employee. When the shares are
subsequently disposed of, the employee will recognize capital gain. The Company
will recognize income on the sale of the Options but not on the exercise of the
Option. This summary does not purport to be complete and reference must be made
to the provisions of the applicable income tax laws.

APPROVAL OF AN INCREASE IN THE SHARE RESERVE UNDER THE INDUSTRI-MATEMATIK
INTERNATIONAL CORP. 1997 EMPLOYEE STOCK PURCHASE PLAN
(ITEM 4 ON PROXY CARD)

On May 25, 2000, the Board of Directors approved an increase in the number
of shares of the Company's Common Stock reserved for issuance under the
Industri-Matematik International Corp. 1997 Employee Stock Purchase Plan
("ESPP") by 600,000 shares. The Board of Directors is seeking shareholder
approval of the increase in the share reserve so that the shares issued pursuant
to the ESPP can receive favorable tax treatment.

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The purpose of the ESPP is to promote the success and enhance the value of
the Company by providing eligible employees of the Company and its participating
subsidiaries with the opportunity to purchase shares of Common Stock through
payroll deductions at a discount from market value. The Company also believes
that the ESPP assists the Company in attracting and retaining employees of
outstanding competence in the highly competitive labor markets in which the
Company competes. The ESPP is intended to qualify as an employee stock purchase
plan under Section 423 of the Code.

If a quorum is present or represented at the Annual Meeting, the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented at the Annual Meeting is required to approve the increase in the
share reserve for the ESPP, provided that abstentions and shares held by brokers
that are present or represented but not voted because the brokers were
prohibited from exercising discretionary authority, i.e., "broker non-votes,"
will be counted as present for purposes of determining the quorum but will have
no effect on the vote.

GENERAL

The ESPP is administered by a Plan Administrator appointed by the Board of
Directors. The current Plan Administrator is Karl Asp, the Company's Treasurer
and Chief Financial Officer.

Subject to the terms of the ESPP, the Plan Administrator has all discretion
and authority necessary or appropriate to control and manage the operation and
administration of the ESPP, including the power to designate the subsidiaries of
the Company whose employees are permitted to participate in the ESPP. The Plan
Administrator may make whatever rules, interpretations, and computations and
take any other actions to administer the ESPP that he considers appropriate to
promote the Company's best interests and to ensure that the ESPP remains
qualified under Section 423 of the Code. The Plan Administrator, in his sole
discretion, may amend or terminate the ESPP at any time.

COMMON STOCK SUBJECT TO THE ESPP

With the 600,000 share increase approved by the Board of Directors on
May 25, 2000, a maximum of 1,800,000 shares of Common Stock have been authorized
for issuance under the ESPP. In the event of any stock split or other change in
the capital structure of the Company, the Plan Administrator will make such
adjustments, if any, as he deems appropriate in the number, kind, and purchase
price of the shares available for purchase under the ESPP.

ELIGIBILITY

Employees of the Company and its participating subsidiaries except those who
are normally scheduled to work less than 20 hours per week or 5 months during a
calendar year or who have the right to acquire 5% or more of the voting stock of
the Company or of any subsidiary of the Company are eligible to participate in
the ESPP.

ENROLLMENT AND CONTRIBUTIONS

Eligible employees voluntarily elect whether or not to enroll in the ESPP
and may cancel their enrollment at any time. The duration of each purchase
period is at the discretion of the Plan Administrator but no purchase period may
last longer than 23 months. Employees contribute to the ESPP through payroll
deductions.

PURCHASE OF SHARES

On the last day of each six month accrual period, each participating
employee's payroll deductions are used to purchase shares of Common Stock for
the employee. The price of the shares purchased will be 85% of the lower of
(i) the market value of the Common Stock on the first business day of the
purchase period or (ii) the market value of the Common Stock on the last
business day of the accrual period. Market

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value under the ESPP means the closing price of the Common Stock on the Nasdaq
national market for the day in question. Each employee may purchase up to 500
shares of Common Stock in each accrual period, and no employee may invest more
than $21,250 in Common Stock through the ESPP in any calendar year.

TERMINATION OF PARTICIPATION

Participation in the ESPP terminates when a participating employee's
employment with the Company ceases for any reason, the employee withdraws from
the ESPP, or the ESPP is terminated or amended so that the employee no longer is
eligible to participate.

TAX INFORMATION

Based on management's understanding of current Federal income tax laws, the
Federal tax consequences of the purchase of shares of Common Stock through the
ESPP by employees subject to United States income tax are as follows:

A participating employee will not have taxable income when the shares of
Common Stock are purchased, but the employee generally will have taxable income
when the employee sells or otherwise disposes of Common Stock purchased through
the ESPP.

For shares which are disposed of more than two years after the first day of
the applicable purchase period and more than one year from the exercise date
("Holding Period"), gain up to the amount of the discount from the market price
of the Common Stock on the first day of the purchase period is taxed as ordinary
income. Any additional gain above that amount is taxed at long-term capital gain
rates. If, after the Holding Period, the employee sells the shares for less than
the purchase price, the difference is a long-term capital loss. Shares sold
within the Holding Period are taxed at ordinary income rates on the amount of
discount received from the Common Stock's market price on the exercise date. Any
additional gain (or loss) is taxed to the employee as long-term or short-term
capital gain (or loss). The purchase date begins the holding period for
determining whether the gain (or loss) is short-term or long-term.

The Company will receive a deduction for Federal income tax purposes for the
ordinary income an employee must recognize when he or she disposes of stock
purchased under the ESPP within the Holding Period. The Company will not receive
such a deduction for shares disposed of after the Holding Period.

The foregoing summary of the effect of Federal income taxation upon the
participating employee and the Company with respect to the purchase of shares
under the ESPP does not purport to be complete, and reference should be made to
the applicable provisions of the Code. In addition, this summary does not
discuss the provisions of state or local income tax laws or laws of any foreign
country in which the participant may be subject to taxation.

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RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(ITEM 5 ON PROXY CARD)

The Board of Directors selects the Company's independent accountants on an
annual basis for each ensuing fiscal year to serve at the discretion of the
Board of Directors. The Board of Directors, upon the recommendation of the Audit
Committee, has selected Ohrlings PricewaterhouseCoopers, AB, as the Company's
independent accountants for its fiscal year 2001. Ohrlings
PricewaterhouseCoopers, AB has audited the financial statements of the Company
since fiscal year 1994, and the Board of Directors considers the firm to be well
qualified. No representative of Ohrlings PricewaterhouseCoopers, AB will be
present at the Annual Meeting.

If a quorum is present or represented at the Annual Meeting, the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented at the Annual Meeting is required to ratify the appointment of
Ohrlings PricewaterhouseCoopers, AB as the Company's independent auditors,
provided that abstentions and shares held by brokers that are present or
represented but not voted because the brokers were prohibited from exercising
discretionary authority, i.e., "broker non-votes," will be counted as present
for purposes of determining the quorum but will have no effect on the vote.

OTHER BUSINESS

The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated herein and in the
Notice of 2000 Annual Meeting attached hereto. If, however, other matters are
properly brought before the meeting, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters as
directed by the Board of Directors.

SHAREHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING

Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders of the Company (i) must be received by the Company at
its offices no later than April 30, 2001, and (ii) must satisfy the conditions
established by the Securities and Exchange Commission for shareholder proposals
to be included in the Company's Proxy Statement for that meeting.

PROXY SOLICITATION

In addition to soliciting shareholders by mail, the Company will request
banks, brokerage houses, and other custodians, nominees, and fiduciaries to
forward solicitation materials to the beneficial owners of the shares of Common
Stock held of record by such persons and the Company will reimburse them for
their reasonable out-of-pocket expenses incurred in doing so. The Company may
use the services of its officers, directors, and others, including professional
proxy solicitors, to solicit proxies, personally or by telephone. The cost of
soliciting proxies will be borne by the Company.

By Order of the Board of Directors,

Marvin S. Robinson,
SECRETARY

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<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(ITEM 5 ON PROXY CARD)

If a quorum is present or represented at the Annual Meeting, the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented at the Annual Meeting is required to ratify the appointment of
Ohrlings PricewaterhouseCoopers, AB as the Company's independent auditors,
provided that abstentions and shares held by brokers that are present or
represented but not voted because the brokers were prohibited from exercising
discretionary authority, i.e., "broker non-votes," will be counted as present
for purposes of determining the quorum but will have no effect on the vote.

OTHER BUSINESS

SHAREHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING

PROXY SOLICITATION

By Order of the Board of Directors,

Marvin S. Robinson,
SECRETARY

19
<PAGE>
EXHIBIT A

INDUSTRI-MATEMATIK INTERNATIONAL CORP.
TRANSFERABLE STOCK OPTION PLAN
SECTION I
PURPOSE

The purpose of the Industri-Matematik International Corp. Transferable Stock
Option Plan is to provide favorable opportunities for certain selected employees
of Industri-Matematik International Corp. and its subsidiaries who are subject
to Swedish income taxation to purchase transferable options to acquire shares of
Industri-Matematik International Corp. Common Stock in order to attract and
retain employees of exceptional skill, thereby enhancing the value of the Common
Stock for the benefit of shareholders.

SECTION II
DEFINITIONS AND CONSTRUCTION

2.1. Terms used in this Stock Option Plan shall be defined as follows:

Board shall mean the Board of Directors of IMIC.

Cause shall mean (a) the Company's determination that (i) the Optionee has
breached any agreement between the Company and the Optionee, (ii) the Optionee
has willfully acted in a manner that is materially and demonstrably detrimental
to the Company, (iii) the Optionee has materially failed to perform the duties
or carry out the responsibilities assigned to him, or (iv) any other reason
exists that the Company considers to be cause or (b) the Optionee committed one
or more acts which constitute an indictable crime under Federal, state, or local
law

Code shall mean the Internal Revenue Code of 1986, as amended from time to
time.

Committee shall mean the Compensation Committee appointed by the Board to
administer the Plan which shall be composed of at least two persons.

Common Stock shall mean the Common Stock, $.01 par value, of IMIC.

Company shall mean Industri-Matematik International Corp. and its
Subsidiaries.

Date of Employment Termination shall mean the date on which the Optionee is
no longer an employee of the Company and shall include voluntary termination,
termination by the Company with or without Cause, termination by the Company on
account of the Optionee's Disability, or the date of the Optionee's death.

Disability shall mean the inability of an Optionee, because of
psychological, emotional, or physical reasons, to substantially carry out the
duties performed by him for the Company for a period of time fixed by the
Committee from time to time.

Effective Date shall mean August 14, 2000.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended from
time to time.

Exercise Period shall mean the period when an Option is exercisable.

Exercise Price shall mean the price of a share of Common Stock payable by
the Optionee on exercise of an Option.

Fair Market Value of the Common Stock or of an Option on a specified day
shall mean its Market Value on that day, but if the Common Stock or Options are
not publicly traded, the Committee shall make a good faith determination of Fair
Market Value of the Common Stock or of the Options.

IMIC shall mean Industri-Matematik International Corp.

Market Value shall mean, if the Common Stock or Options are publicly traded,
the reported closing price of a share of Common Stock or of an Option on a
specified day, or if there was no sale of Common Stock or Options reported on
that day, then the reported closing price on the next preceding day on which
there was such a sale.
<PAGE>
Option shall mean a transferable stock option sold under the Plan.

Option Price shall mean the price payable by the Optionee to purchase the
Option.

Optionee shall mean an employee who has been sold one or more Options.

Plan shall mean this Industri-Matematik International Corp. Transferable
Stock Option Plan.

Retirement shall mean retirement on or after age 65 or, with the advance
consent of the Committee, at an earlier age.

Securities Act shall mean the Securities Act of 1933, as amended from time
to time.

Subsidiary shall mean a subsidiary corporation as defined in Section 424(f)
of the Code.

Termination Date shall mean the date selected by the Committee as the last
day on which an Option may be exercised.

2.2. When used in this Plan, unless the context clearly indicates to the
contrary, (a) the masculine gender shall include the feminine and neuter
genders, (b) the feminine gender shall include the masculine and neuter genders,
(c) the neuter gender shall include the masculine and feminine genders, (d) the
singular shall include the plural, and (e) if a defined term is intended, it
shall be capitalized.

SECTION III
ADMINISTRATION

3.1. Except as otherwise provided in the Plan, and subject to the
provisions of Section 3.2, the Committee shall administer the Plan and shall
have full power to sell Options, construe and interpret the Plan, establish and
amend rules and regulations for its administration, and perform all other acts
relating to the Plan including the delegation of administrative responsibilities
which it believes reasonable and proper.

3.2. Subject to the provisions of the Plan and/or a specific direction from
the Board, the Committee shall establish the policies and criteria pursuant to
which it shall sell Options and administer the Plan and, in its discretion,
shall determine which employees of the Company shall be sold Options, the number
of shares covered by such Options, and the terms and conditions of the Options.
If authorized by the Board, the Committee may delegate to an individual member
of the Committee or an officer of the Company the discretion to determine, in
accordance with guidelines established by the Board, which employees of the
Company shall be sold Options, the number of shares covered by any such Options,
and the terms and conditions of the Options.

3.3. Any decision made, or action taken, by the Committee or the Board
arising out of or in connection with the interpretation and administration of
the Plan shall be final and conclusive.

SECTION IV
SHARES SUBJECT TO THE PLAN

4.1. The total number of transferable Options which may be sold and the
total number of shares of Common Stock available for and exercise of Options
under the Plan shall be 500,000, subject to adjustment in accordance with
Section VII. The shares may be either authorized and unissued or reacquired
shares of Common Stock. If an Option or portion thereof shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares covered by such Option shall be available for future sale of Options and
issuance of shares.

SECTION V
ELIGIBILITY

5.1. Options may be sold to employees of the Company who are subject to
Swedish income taxation or to persons who have been engaged to become employees
of the Company who are subject to Swedish

2
<PAGE>
income taxation. If the Committee or the Board deems it appropriate to do so,
the Options may be sold or otherwise transferred by IMIC to its Swedish
Subsidiaries for sale or resale to Optionees by such Swedish Subsidiaries.
Optionees will comprise, in general, employees who contribute or who are
expected to contribute to the management, direction, and overall success of the
Company.

SECTION VI
TERMS OF OPTIONS

6.1. All Options shall be evidenced by written agreements executed by the
Company and the Optionee. Such Options shall be subject to the applicable
provisions of the Plan and shall contain such provisions as are required by the
Plan and any other provisions the Committee may prescribe. All agreements
evidencing Options shall specify the total number of shares exercisable pursuant
to each Option sold, the Exercise Price, the Exercise Period and the Termination
Date.

6.2. The written agreement referred to in Section 6.1 also shall provide
that (a) unless the Options or shares of Common Stock acquired on the exercise
of the Option are then currently registered under the Securities Act, if counsel
to IMIC advises that the same is required, prior to execution of an Option
Agreement or delivery of the shares acquired upon the exercise of the Option the
Optionee shall agree to hold such Option or shares for investment only and not
with a view to resale or distribution thereof to the public, and such Optionee
shall deliver to IMIC a letter to that effect in a form specified by counsel to
IMIC together with any additional documents specified by counsel, (b) in the
event that sale of Options or issuance of shares of Common Stock on exercise of
the Option is subject to laws, rules, and/or regulations of a jurisdiction other
than the United States of America, the Optionee simultaneously shall comply with
the requirements of counsel to IMIC to satisfy the same, (c) if an Optionee
desires to sell his Options, he must notify IMIC and IMIC shall have the right
to acquire it for the Market Value of the Option at the date of the notice, or
if there is no Market Value, the price shall be the Optionee's acquisition cost
plus interest at the prime rate in New York City in effect from time to time
from the date of acquisition to the date of payment by the Company, and (d) if
on his Date of Employment Termination an Optionee owns Options, the Company
shall have the right to purchase all such Options for the Market Value of the
Options on the Date of Employment Termination or if there is no Market Value,
the price shall be the Optionee's acquisition cost plus interest at the prime
rate in New York City in effect from time to time from the date of acquisition
to the date of payment by the Company.

6.3. The Exercise Price for an Option shall be the Fair Market Value of a
share of Common Stock on the date the Option is sold.

6.4. The Committee shall determine the Termination Date for each Option
sold.

6.5. An Option or portion thereof shall be exercised by delivery of a
written notice of exercise to IMIC and payment of the full price of the shares
being purchased pursuant to the Option. An Optionee may exercise an Option with
respect to less than the full number of shares for which the Option may then be
exercised, but an Optionee must exercise the Option in full shares of Common
Stock. Payment of the price of Common Stock purchased pursuant to an Option or
portion thereof shall be made in United States dollars in cash or by check, bank
draft, or money order payable to the order of IMIC, by wire transfer to an
account designated by IMIC, or by such other payment method as the Committee, in
its discretion, may authorize. The Committee may permit an Optionee to pay the
Exercise Price by authorizing a third party to sell shares of Common Stock
acquired upon exercise of the Option on condition that such third party remit to
the Company a sufficient portion of the sale proceeds to pay the entire Exercise
Price.

6.6. The Company, in its discretion, may require an Optionee to pay any
taxes or other statutory deductions for which the Company is obligated to
withhold and the Optionee is liable based upon the sale or purchase of an Option
or exercise of the Option.

3
<PAGE>
6.7. Each Option shall be exercisable by the Optionee or by his transferee,
including a transferee by operation of law.

6.8. Any Optionee who was an employee of the Company at the time the Option
was exercised who disposes of shares of Common Stock acquired upon the exercise
of an Option either (a) within two years after the date of the sale of the
Option under which the Common Stock was acquired or (b) within one year after
the transfer of such shares to the Optionee, shall notify IMIC of such
disposition and of the amount realized upon such disposition.

SECTION VII
ADJUSTMENTS

7.1. If (a) IMIC shall at any time be involved in a transaction to which
Section 424(a) of the Code is applicable, (b) IMIC shall declare a dividend
payable in, or shall subdivide or combine, its Common Stock, or (c) any other
event shall occur which in the judgment of the Committee necessitates action by
way of adjusting the terms of the outstanding Options, the Committee may take
any such action as in its judgment shall be necessary to preserve the Optionee's
rights substantially proportionate to the rights existing prior to such event
and to the extent that such action shall include an increase or decrease in the
number of shares of Common Stock subject to outstanding Options, the number of
shares available under Section IV shall be increased or decreased, as the case
may be, proportionately. The judgment of the Committee with respect to any
matter referred to in this Section VII shall be conclusive and binding upon each
Optionee.

SECTION VIII
AMENDMENT AND TERMINATION OF PLAN

8.1. The Board may at any time, or from time to time, suspend or terminate
the Plan in whole or in part or amend it in such respects as the Board may deem
appropriate, provided that no such amendment shall be made which would, without
approval of the shareholders of IMIC:

8.1.a. Materially modify the eligibility requirements for purchasing
Options; or

8.1.b. Without the approval of shareholders, increase the total number
of shares of Common Stock which may be issued pursuant to the exercise of
Options, except as provided in Section VII.

8.2. No amendment, suspension, or termination of this Plan, without the
Optionee's consent, shall alter or impair any of the rights or obligations under
any Option theretofore sold to an Optionee under the Plan.

SECTION IX
GOVERNMENT AND OTHER REGULATIONS

9.1. The obligation of IMIC to sell Options and to issue, or transfer and
deliver, shares when Options are exercised under the Plan shall be subject to
all applicable laws, regulations, rules, orders, and approvals which shall then
be in effect and required by governmental entities and/or any national
securities exchange on which Common Stock may be traded or listed.

SECTION X
MISCELLANEOUS PROVISIONS

10.1. The right of the Company to terminate (whether by dismissal,
discharge, retirement, or otherwise) the Optionee's employment at any time at
will or as otherwise provided by any agreement between the Company and the
Optionee is specifically reserved. No holder of an Option shall have any of the
rights of a shareholder with respect to the shares subject to each Option except
to the extent that, and until, such shares shall have been issued upon the
exercise of each Option.

10.2. All expenses of administering the Plan shall be borne by IMIC.

4
<PAGE>
10.3. Payments received from Optionees upon the sale and exercise of
Options shall be used for the general corporate purposes of IMIC.

10.4. In addition to such other rights of indemnification as they may have
as members of the Board or the Committee, the members of the Board and the
Committee shall be indemnified by IMIC against all costs and expenses reasonably
incurred by them in connection with any action, suit, or proceeding to which
they or any of them may be party by reason of any action taken or failure to act
under or in connection with the Plan or any Option sold under the Plan, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by IMIC) or paid by them in
satisfaction of a judgment in any such action, suit, or proceeding, except a
judgment based upon a finding of willful misconduct or bad faith, provided that
upon the institution of any such action, suit, or proceeding, a Committee or
Board member, in writing, shall give IMIC notice thereof and an opportunity, at
its own expense, to handle and defend the same before such Board or Committee
member undertakes to handle and defend it on such member's own behalf.

SECTION XI
SHAREHOLDER APPROVAL AND EFFECTIVE DATE

11.1. The Plan shall become effective upon adoption by the Board. However,
if the Plan is disapproved within one year after the Plan is adopted by the
Board by the vote at a meeting of the shareholders of IMIC at which a quorum is
present by the holders of a majority of the shares voting at that meeting, the
Plan shall terminate at the time of that meeting of shareholders or, if no such
meeting is held, after the passage of one year from the date the Plan was
adopted by the Board, and all Options shall be reacquired by the Company at the
Fair Market Value as at such date. Options may not be sold under the Plan after
the day before the 10th anniversary of adoption by the Board.

5
<PAGE>
SKU#1581-PS--00
<PAGE>
DETACH HERE

PROXY

INDUSTRI-MATEMATIK INTERNATIONAL CORP.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Stig G. Durlow and Marvin S. Robinson, or
either of them, as attorneys of the undersigned with full power of
substitution, to vote all shares of stock which the undersigned is entitled
to vote at the Annual Meeting of shareholders of Industri-Matematik
International Corp., to be held at The Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York, on Wednesday, October 11, 2000, at
10:00 a.m., local time, and at any continuation or adjournment thereof, with
all the powers which the undersigned might have if personally present at the
meeting.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated August 25, 2000, and hereby expressly revokes any and all
proxies heretofore given or executed by the undersigned with respect to the
shares of stock represented by this Proxy and by filing this Proxy with the
Secretary of the Company, gives notice of such revocation.

WHERE NO CONTRARY CHOICE IS INDICATED BY THE SHAREHOLDER, THIS PROXY, WHEN
RETURNED, WILL BE VOTED FOR SUCH PROPOSALS AND WITH DISCRETIONARY AUTHORITY
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY MAY
BE REVOKED AT ANY TIME PRIOR TO THE TIME IT IS VOTED.

------------- -------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
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<PAGE>

DETACH HERE

PLEASE MARK
|X| VOTES AS IN
THIS EXAMPLE.

PLEASE COMPLETE, DATE, SIGN, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING:

1. Election of Directors.
NOMINEES: (01) Stig G. Durlow, (02) Jeffrey A. Harris,
(03) William H. Janeway, (04) Martin Leimdorfer,
and (05) Geoffrey W. Squire

FOR ALL WITHHELD FROM ALL
|_| |_|

|_|
-----------------------------------
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE

2. To approve an increase in the shares FOR AGAINST ABSTAIN
reserved for issuance under the
Industri-Matematick International Corp. |_| |_| |_|
1998 Stock Option Plan.

3. To approve the Industri-Matematik |_| |_| |_|
International Corp. Transferable
Stock Option Plan.

4. To approve an increase in the shares |_| |_| |_|
reserved for issuance under the
Industri-Matematik International Corp.
1997 Employee Stock Purchase Plan.

5. To ratify the selection of Ohrlings |_| |_| |_|
PricewaterhouseCoopers AB as
Independent public accountants for
the fiscal year ending April 30, 2001.

6. To transact such other business as may properly come before the meeting.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT |_|

Please sign exactly as your name or names appear hereon. Corporate or
partnership proxies should be signed in full corporate or partnership name
by an authorized person. Persons signing in a fiduciary capacity should
indicate their full titles in such capacity.

Signature Date
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