FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of a Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month(s) of: January 1, 1998 to December 31, 1998
NEWCOURT CREDIT GROUP INC.
BCE Place, 181 Bay Street
Suite 3500, P.O. Box 827
Toronto, Ontario
Canada, M5J 2T3
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F / / Form 40-F /X/
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.]
Yes / / No /X/
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b)]
82-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: February 26,1999
NEWCOURT CREDIT GROUP INC.
By: John P. Stevenson
Corporate Secretary
<PAGE>
NEWCOURT CREDIT GROUP INC.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual General
Meeting of Shareholders (the "Meeting") of Newcourt
Credit Group Inc. (the "Corporation") will be held
at The Design Exchange, 234 Bay Street, Toronto,
Ontario, on Tuesday, March 23, 1999 at 10:00 a.m.
(Toronto time) for the following purposes:
1. to receive the consolidated financial
statements of the Corporation for the year ended
December 31, 1998, and the Auditor's Report
thereon;
2. to elect Directors for the ensuing year;
3. to re-appoint the Auditors of the Corporation
and to authorize the Directors to fix the
remuneration of the Auditors; and
4. to transact such other business as may be
properly brought before the Meeting or any
adjournment thereof.
The specific details of the foregoing matters to be
put before the Meeting are set forth in the
Management Information Circular dated as of
February 8, 1999, accompanying this Notice. A copy
of the audited consolidated financial statements of
the Corporation for the year ended December 31,
1998 accompanies this Notice.
Shareholders of the Corporation who are unable to
attend the Meeting in person are requested to date
and sign the enclosed form of proxy and return it
in the envelope provided to the Corporation's
transfer agent, Montreal Trust Company of Canada,
151 Front Street West, Stock Transfer Department,
<PAGE>
8th Floor, Toronto, Ontario, M5J 2N1. In order to
be valid and acted upon at the Meeting, forms of
proxy must be returned to Montreal Trust Company of
Canada at the address shown on the envelope, or to
the attention of the Corporate Secretary at the
registered office of the Corporation, Suite 3500,
BCE Place, 181 Bay Street, P.O. Box 827, Toronto,
Ontario, M5J 2T3, not less than 48 hours before the
time fixed for holding the Meeting or any
adjournment thereof.
A shareholder of record as of 5:00 p.m. (Toronto
time) on February 15, 1999, unless the shareholder
has transferred any common shares of the
Corporation (the "Common Shares") subsequent to
that date and the transferee shareholder, no later
than ten (10) days before the Meeting, establishes
his, her or its ownership to the Common Shares and
requests his, her or its name to be included on the
list of shareholders prepared for the Meeting, will
be entitled to vote the Common Shares registered in
his, her or its name at the Meeting.
DATED at Toronto, Ontario on February 8, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
David F. Banks
Chairman
<PAGE>
NEWCOURT CREDIT GROUP INC.
Instrument of Proxy for the
Annual General Meeting of Shareholders
March 23, 1999
The undersigned shareholder of Newcourt Credit
Group Inc. (the "Corporation") hereby appoints JOHN
P. STEVENSON, or failing him, DAVID F. BANKS, or
failing him, DAVID J. SHARPLESS, or instead of any
of the foregoing _______________________ as
proxyholder of the undersigned, with full power of
substitution, to attend, vote and act for and on
behalf of the undersigned at the Annual General
Meeting of Shareholders of the Corporation to be
held on March 23, 1999, and at any adjournment
thereof (the "Meeting"), and on every ballot that
may take place in consequence thereof to the same
extent and with the same powers as if the
undersigned were personally present at the Meeting,
with authority to vote at the proxyholder's
discretion on amendments or variations to matters
identified in the Notice of Meeting or such other
matters as may properly be brought before the
Meeting, except as otherwise specified below.
Without limiting the general power hereby
conferred, the undersigned hereby directs the
proxyholder to vote the Common Shares of the
Corporation represented by this proxy in the
following manner:
1. VOTE __________ OR WITHHOLD FROM VOTING
__________ (or, if not specified, VOTE) for the
election of the persons nominated as directors as
listed in the Management Information Circular dated
as of February 8, 1999.
<PAGE>
2. VOTE __________ OR WITHHOLD FROM VOTING
__________ (or, if not specified, VOTE) for the re-
appointment of Ernst & Young, Chartered Accountants
, as auditors of the Corporation and authorizing
the directors to fix the auditors' remuneration.
This proxy is solicited on behalf of the management
of the Corporation. Each shareholder has the right
to appoint a person other than the management
nominees specified above to attend and act on his,
her or its behalf at the Meeting. Such right may
be exercised by inserting the name of the person to
be appointed in the space provided, or by
completing another proper form of proxy and, in
either case, depositing the form of proxy not less
than 48 hours preceding the time of the Meeting at
the office of Montreal Trust Company of Canada,
Stock Transfer Department, 151 Front Street West,
8th Floor, Toronto, Ontario, M5J 2N1; or to the
attention of the Corporate Secretary at the
registered office of the Corporation, Suite 3500,
BCE Place, 181 Bay Street, Toronto, Ontario, M5J
2T3.
The undersigned hereby revokes any prior proxies.
DATED this __________ day of
___________________________, 1999.
____________________________________
Signature of shareholder
____________________________________
Name of shareholder (Please Print)
<PAGE>
The signature of the shareholder on this Proxy must
be exactly the same as the name in which the Common
Shares are registered.
If this Proxy is not dated in the space provided,
it shall be deemed to bear the date on which it was
mailed to the Corporation.
This Proxy must be executed by the shareholder or
an attorney authorized in writing or, if the
shareholder is a corporation, under its corporate
seal or by an officer or attorney thereof duly
authorized.
<PAGE>
NEWCOURT CREDIT GROUP INC.
MANAGEMENT INFORMATION CIRCULAR
For the Annual General Meeting of Shareholders
to be held on March 23, 1999
PROXIES
Solicitation of Proxies
This management information circular (the
"Information Circular") is furnished in connection
with the solicitation of proxies by the management
of Newcourt Credit Group Inc. (the "Corporation")
for use at the Annual General Meeting of
Shareholders of the Corporation to be held on
Tuesday, March 23, 1999 at 10:00 a.m. (Toronto
time), and at any adjournment thereof (the
"Meeting"), for the purposes set forth in the
Notice of Meeting. The costs incurred in the
preparation and mailing of the form of proxy,
Notice of Meeting and Information Circular will be
borne by the Corporation. In addition to the use
of mail, proxies may be solicited by personal
interviews or by other means of communication or by
directors, officers and employees of the
Corporation, who will not be remunerated therefor.
No person is authorized to give any information or
to make any representation with respect to the
matters contained in this Information Circular
other than that information or those
representations set out herein, and, if given or
made, such information or representations must not
be relied upon as having been authorized.
<PAGE>
Appointment of Proxies
The persons named in the enclosed form of proxy are
directors or officers of the Corporation. A
shareholder submitting a proxy has the right to
appoint a person (who need not be a shareholder of
the Corporation) to represent him, her or it at the
Meeting. To exercise this right, the shareholder
should insert the name of the desired
representative in the blank space provided in the
form of proxy, or submit another appropriate proxy.
Proxies must be delivered not less than 48 hours
before the time of the Meeting at the office of
Montreal Trust Company of Canada, Stock Transfer
Department, 151 Front Street West, 8th Floor,
Toronto, Ontario, M5J 2N1, or to the attention of
the Corporate Secretary at the registered office of
the Corporation, Suite 3500, BCE Place, 181 Bay
Street, P.O. Box 827, Toronto, Ontario, M5J 2T3.
The instrument appointing a proxy shall be in
writing and shall be executed by the shareholder or
his, her or its attorney authorized in writing or,
if the shareholder is a Corporation, under its
corporate seal or by an officer or attorney thereof
duly authorized.
Revocability of Proxy
A shareholder who has submitted a proxy may revoke
it at any time prior to the exercise thereof. If a
person who has given a proxy attends personally at
the Meeting, such person may revoke the proxy and
vote in person. In addition to revocation in any
other manner permitted by law, a proxy may be
revoked by instrument in writing executed by the
shareholder or his, her or its attorney authorized
in writing or, if the shareholder is a corporation,
under its corporate seal or by an officer or
<PAGE>
attorney thereof duly authorized, and deposited
either to the attention of the Corporate Secretary
at the registered office of the Corporation at any
time up to and including the last business day
before the Meeting at which the proxy is to be
used, or with the Chairman of the Meeting on the
day of the Meeting prior to the start of the
Meeting.
Confidentiality of Voting
Under normal circumstances, confidentiality of
voting is maintained by virtue of the fact that
proxies and votes are tabulated by the
Corporation's transfer agent. However, such
confidentiality may be lost as to any proxy or
ballot if a question rises as to validity or
revocation or any other like matter of a legal
nature. Loss of confidentiality may also occur if
the Board of Directors decides that disclosure is
in the interest of the Corporation or its
shareholders. Complete confidentiality may be
secured by the shareholder registering his, her, or
its shares in the name of a nominee.
Exercise of Discretion by Proxy
The common shares of the Corporation (the "Common
Shares") represented by proxy in favour of
management will be voted by management for or
against, or withheld from voting, on any poll or
ballot at the Meeting and, where the shareholder
specifies a choice with respect to any matter to be
acted upon, the Common Shares will be voted for or
against, or withheld from voting, on any poll or
ballot in accordance with the specification so
made.
<PAGE>
In the absence of such specification, such Common
Shares will be voted in favour of the matters to be
acted upon as set out herein. The persons
appointed under the form of proxy furnished by the
Corporation are conferred with discretionary
authority with respect to amendments to or
variations of those matters specified in the form
of proxy and Notice of Meeting and with respect to
any other matters which may properly be brought
before the Meeting. At the date of this
Information Circular, management of the Corporation
knows of no such amendment, variation or other
matter.
INFORMATION CONCERNING THE CORPORATION
Voting Shares and Principal Holders Thereof
The Corporation is authorized to issue an unlimited
number of Common Shares and Special Shares. As at
the date of this Information Circular, 148,371,383
Common Shares of the Corporation were issued and
outstanding and no Special Shares were issued and
outstanding. Each Common Share is entitled to one
vote per share.
The Board of Directors has determined that any
person holding Common Shares of record as of 5:00
p.m. (Toronto time) on Monday, February 15, 1999
shall be entitled to vote such Common Shares at the
Meeting, except to the extent that the person has
transferred the ownership of his, her or its Common
Shares after 5:00 p.m. (Toronto time) on February
15, 1999 and the transferee of those Common Shares
establishes that he, she or it owns the Common
Shares and requests, no later than ten (10) days
before the Meeting, to be included in the list of
those entitled to vote at the Meeting, in which
case the transferee shall be entitled to vote those
Common Shares at the Meeting.
<PAGE>
To the knowledge of the directors and officers of
the Corporation, as of the date hereof, the
following persons, own beneficially, either
directly or indirectly, or exercise control or
direction over, Common Shares carrying more than
10% of the votes attached to the Common Shares as a
class:
<TABLE>
<CAPTION>
SHAREHOLDERS OWNING COMMON SHARES CARRYING MORE THAN TEN PER CENT OF THE VOTES
ATTACHED TO THE COMMON SHARES AS A CLASS
Shareholder Number of Common % of Total Issued
Shares and Outstanding
Common Shares
<S> <C> <C>
Hercules Holdings
(Cayman) Limited 17,633,857 11.89
AIC Group of Funds 16,681,480 11.24
</Table
The directors and senior executive officers of the
Corporation (collectively, the "Insiders"), as a
group beneficially own, directly or indirectly,
8,092,150 Common Shares, representing 5.5% of the
Common Shares outstanding as at the date of this
Information Circular.
Mutual Life Assurance Company of Canada ("The
Mutual Group"), Canadian Imperial Bank of Canada
("CIBC"), Hercules Holdings (Cayman) Limited
("Hercules"), Cameron Capital Corporation (the
holding company of Steven K. Hudson), A&A Capital
Limited (the holding company of Bradley D.
Nullmeyer) and M&S Capital Limited (the holding
company of David D. McKerroll) (together, the
"Principal Shareholders") entered into an amended
and restated shareholders' agreement (the
<PAGE>
"Shareholders' Agreement") on November 17, 1997.
Pursuant to the Shareholders' Agreement, the
Principal Shareholders agreed to nominate and, with
the exception of Hercules, agreed to exercise the
voting rights attached to the Common Shares owned
by them in favour of a board of directors of the
Corporation comprising: two (2) nominees of The
Mutual Group; two (2) nominees of CIBC; two (2)
nominees of Hercules; three (3) employees of the
Corporation to be selected by Messrs. Hudson,
Nullmeyer and McKerroll (the "Management
Shareholders"); and, a majority of nominees who are
independent of the Corporation. The Management
Shareholders also agreed in the Shareholders'
Agreement that they will own, directly or
indirectly, an aggregate of not less than 3,500,000
Common Shares.
CORPORATE GOVERNANCE
Overview
The Toronto Stock Exchange (the "TSE") has issued a
series of guidelines for effective corporate
governance of publicly traded corporations (the
"TSE Guidelines") which, although not mandatory,
contain recommendations with respect to the
constitution of boards of directors and committees
of the board, their functions, their independence
from management and other procedures for ensuring
sound corporate governance. The TSE has also
adopted as a listing requirement that disclosure be
made by each listed company of its corporate
governance system with reference to the TSE
Guidelines. In compliance with this listing
requirement, the following describes the
Corporation's corporate governance practices and
<PAGE>
the policies of the Board of Directors to ensure
on-going continued compliance with the TSE
Guidelines.
The Board of Directors and senior management of the
Corporation consider good corporate governance to
be central to the effective and efficient operation
of the Corporation and enhancement of shareholder
value. The Board of Directors formally adopted a
corporate governance policy in compliance with the
recommendations of the TSE Guidelines on February
1, 1995 and extended the mandate of the Governance
and Compensation Committee of the Board of
Directors to monitor all on-going aspects of the
Corporation's corporate governance policies and
procedures.
Composition of the Board of Directors
A principal recommendation of the TSE Guidelines is
that boards of directors, and each of the
committees thereof, of publicly traded corporations
be comprised of a majority of outside and unrelated
directors. Seventeen (17) directors were elected
at the Annual General and Special Meeting of
Shareholders of the Corporation held on March 25,
1998 and one (1) additional director, William A.
Farlinger, Chairman of Ontario Hydro, was appointed
by the Board of Directors during 1998. Of the
eighteen (18) directors who held office during
1998, thirteen (13) would be considered to be
unrelated directors within the meaning of the TSE
Guidelines as they were "independent of management
and free from any interest and any business or
other relationship which could, or could reasonably
be perceived to, materially interfere with the
director's ability to act with a view to the best
interests of the Corporation, other than interests
and relationships arising from shareholding". The
<PAGE>
remaining five (5) directors were: David F. Banks,
Chairman of the Board; David J. Sharpless, Deputy
Chairman of the Board; Steven K. Hudson, Chief
Executive Officer; Bradley D. Nullmeyer, President,
Newcourt Financial; and David D. McKerroll,
President, Newcourt Capital.
The Articles of the Corporation provide that the
Corporation shall have a Board of Directors
consisting of a minimum of ten (10) and a maximum
of twenty (20) directors. On April 18, 1995, the
shareholders of the Corporation approved a special
resolution empowering the Board of Directors to
determine the number of directors of the
Corporation from time to time, within these minimum
and maximum limitations and subject to applicable
law. The TSE Guidelines recommend that boards of
directors examine their size and, with a view to
determining the impact of the number of directors
upon effectiveness, undertake, where appropriate, a
program to reduce the number of directors to a
number which facilitates more effective decision
making. The Board of Directors has considered this
recommendation and has determined that a number not
exceeding eighteen (18) is the optimum number of
members for the Board of Directors for the ensuing
year.
Mandate of the Board of Directors
The Board of Directors has the duty to supervise
the management of the Corporation's business and
affairs pursuant to the powers vested in it by the
Business Corporations Act (Ontario) with the
objective of maintaining the strength and integrity
of the Corporation. In order to fulfil its
mandate, the Board of Directors. and each committee
of the Board, meets regularly on a quarterly basis
and holds additional meetings whenever appropriate
to consider particular issues.
<PAGE>
In furtherance of its duties and responsibilities,
the Board of Directors: (a) oversees the
Corporation's overall strategic planning process
and annual business plan and monitors the
implementation of the short and long term
objectives of the Corporation; (b) directly, and
through the Investment Committee, reviews and
assesses the principal risks arising from or
incidental to the business activities of the
Corporation and the on-going management of such
risks; (c) directly, through the Audit Committee
and through the Corporation's external auditors,
monitors and assesses the Corporation's internal
control and management information systems and
approves the annual consolidated financial
statements of the Corporation and Management's
Discussion and Analysis of such financial results
as contained in the Corporation's Annual Report to
Shareholders; (d) appoints the senior executives of
the Corporation; (e) directly, through the
Governance and Compensation Committee and with the
assistance of external human resources consultants,
reviews the performance of senior executives; (f)
oversees the Corporation's public communications
policies and procedures, including disclosure of
material information, investor relations and
shareholder communications; and (g) establishes and
oversees the mandate of all committees of the Board
and appoints the members to serve on such
committees. All major decisions affecting the
business and affairs of the Corporation, including
all major decisions of each committee of the Board,
are subject to ratification and approval by the
Board.
<PAGE>
Chairman of The Board of Directors
On March 25, 1998, the Board re-appointed David F.
Banks as Chairman and David J. Sharpless as Deputy
Chairman of the Board. During his tenure as
Chairman, Mr. Banks also served as Chairman of the
Executive Committee and as a member of the
Governance and Compensation Committee.
The Chairman of the Board is responsible for
ensuring that appropriate structures and procedures
are in place to facilitate the functioning of the
Board, and committees of the Board, independently
of management. In this regard, the Chairman, with
the assistance of the Secretary of the Corporation
who reports directly to the Chairman, determines
the agenda of all meetings of the Board and
supervises the agenda of all committees of the
Board. The Chairman of the Board is also
responsible for monitoring and evaluating the
effectiveness of the Board, the committees of the
Board and individual directors and serves as
Chairman of the Executive Committee acting as the
Nominating Committee for the purpose of selecting
nominees to serve as directors of the Corporation.
Committees of The Board of Directors
The Board of Directors has established five (5)
committees of the Board to assist it in fulfilling
its mandate and in order to permit directors to
devote the necessary expertise and resources to
particular areas. These committees are the
Executive Committee (which also acts as the
Nominating Committee), the Audit Committee, the
Governance and Compensation Committee, the
Investment Committee and the Special Committee.
All of the members of the Audit Committee, in
compliance with the TSE Guidelines, are unrelated
<PAGE>
directors, all of the members of the Special
Committee are unrelated directors, and a majority
of the members of each of the other three (3)
committees consists of unrelated directors. During
1998, with the exception of the Executive Committee
and the Investment Committee, the Chairmen of which
were David F. Banks and Steven K. Hudson,
respectively, the Chairman of each of the
committees was an unrelated director. All
committees of the Board meet independently of
management when required.
During 1998, the Executive Committee was comprised
of seven (7) directors, four (4) of whom were
unrelated directors as defined in the TSE
Guidelines. The remaining members were David F.
Banks, Chairman of the Board, David J. Sharpless,
Deputy Chairman of the Board and Steven K. Hudson,
Chief Executive Officer of the Corporation. The
Chairman of the Executive Committee during 1998 was
David F. Banks. The Executive Committee meets only
on an as-required basis when the full Board is not
in session and is responsible for advising
executive management on specific business and
managerial issues, such as sensitive or strategic
matters and special risk situations, as they arise.
Acting as the Nominating Committee, the Executive
Committee also establishes the criteria and
procedures for the selection of nominees for
election to the Board of Directors. As the
Executive Committee does not exercise all of the
powers of the Board, its recommendations are
referred to the Board for approval.
During 1998, the Audit Committee was comprised of
five (5) directors, all of whom were unrelated
directors. Bruce I. Robertson was the Chairman of
the Audit Committee. The Audit Committee meets
regularly following each financial quarter and by
<PAGE>
special meeting if required. Its responsibilities
include the review of the Corporation's external
audit plan, internal auditing process, accounting
standards and practices, financial information and
accounting systems, internal control and data
security procedures, financial risk management, and
the financial reporting and statements of the
Corporation. The Audit Committee communicates
directly with the Corporation's external auditors
and meets with the external auditors, in the
absence of management, at each quarterly meeting of
the Audit Committee.
During 1998, the Governance and Compensation
Committee was comprised of five (5) directors,
three (3) of whom were unrelated directors. The
remaining two (2) members were David F. Banks,
Chairman of the Board and David D. McKerroll,
President, Newcourt Capital. Paul G. Morton was
the Chairman of the Committee. The Governance and
Compensation Committee meets regularly following
each financial quarter and by special meeting if
required. This Committee serves as the corporate
governance committee of the Board with the mandate
to enhance the Corporation's corporate governance
procedures through a continuing assessment of those
procedures and the formation of corporate
governance policy recommendations to the Board of
Directors. Its responsibilities include the review
of transactions with related parties of the
Corporation and the on-going monitoring of the
Corporation's procedures with respect to conflicts
of interest, disclosure of information, customer
complaints and business ethics. The Governance and
Compensation Committee reviews, at least annually,
the succession plan for the Chief Executive Officer
and senior officers of the Corporation and the
general human resources policies and procedures of
the Corporation. This Committee also reviews, at
least annually, the performance of the Chief
<PAGE>
Executive Officer and senior officers and, with the
assistance of external human resources consultants,
reviews and recommends to the Board for approval,
the level and form of compensation of the Chief
Executive Officer and senior officers and directors
of the Corporation.
During 1998, the Board established the Special
Committee, comprised of seven (7) directors, all of
whom were unrelated directors. The Chairman of the
Committee was Paul G. Morton. The mandate of the
Special Committee is to review management proposals
for strategic alliances and corporate development.
All recommendations of this Committee are referred
to the Board for approval.
During 1998, the Investment Committee was comprised
of seven (7) directors, five (5) of whom were
unrelated directors. The remaining two (2) members
were: Steven K. Hudson, Chief Executive Officer,
Chairman of the Investment Committee, and Bradley
D. Nullmeyer, President, Newcourt Financial. The
Investment Committee meets regularly, if required,
every two weeks. Its responsibilities include the
review, and recommendation for approval to the
Board at least annually, of the Corporation's
Credit Manual; which manual sets out the
Corporation's credit philosophies, guidelines,
underwriting procedures, portfolio management
process, individual maximum credit exposures and
credit authorization levels. The Investment
Committee also regularly reviews and monitors the
Corporation's investment and lending practices and
results, including reviewing portfolio credit
quality, diversification, domestic and
international exposure, arrears and credit losses
in excess of established limits.
<PAGE>
Shareholder Communications
The Corporation's shareholder communication policy
is, as noted above, subject to review at least
annually by the Governance and Compensation
Committee. The fundamental objective of the
shareholder communication policy is to ensure open,
accessible and timely disclosure to all
shareholders of information respecting the
business, affairs and performance of the
Corporation. This policy, in conjunction with the
Corporation's policies and procedures with respect
to confidentiality and securities trading, ensures
that timely disclosure of all material information
is completed in accordance with the requirements of
applicable securities legislation and other
statutory obligations governing the disclosure of
such information. To facilitate the effective and
timely dissemination of information to all
shareholders, the Corporation releases its
information through newswire services, the general
media, conferences with investment analysts and
regular mailings to all shareholders.
REMUNERATION OF DIRECTORS AND OFFICERS
Compensation of Directors
On February 4, 1998, on the recommendation of the
Governance and Compensation Committee and the
advice of independent compensation consultants, the
Board of Directors approved amendments to the
Corporation's policy on remuneration of directors
to provide that the annual compensation to be paid
to directors of the Corporation, other than the
Chairman of the Board and those directors who are
also officers of the Corporation or employees of
The Mutual Group, CIBC, CIBC Wood Gundy Securities,
Inc. ("CIBC Wood Gundy") or Nomura International
<PAGE>
plc ("Nomura"), shall consist of 500 Common Shares
of the Corporation and options to acquire not more
than 3,000 Common Shares of the Corporation (the
"Options"). The Common Shares forming part of the
annual compensation are acquired on behalf of the
director upon the direction of the recipient
director through the facilities of the TSE and the
Options are issued pursuant to the Corporation's
Stock Option Plan. Each Chairman of a committee of
the Board, other than the Chairman of the Board and
those directors who are also officers of the
Corporation or employees of The Mutual Group, CIBC,
CIBC Wood Gundy or Nomura, receive an additional
cash compensation of $5,000 per annum. The
directors' annual remuneration is paid as soon as
practicable following the first regularly scheduled
meeting of the Board immediately following the
annual meeting of shareholders of the Corporation.
Pursuant to this compensation policy, each of
Messrs. Axworthy, McKinlay, Morton, Robertson and
Small were paid an annual retainer of 500 Common
Shares having an aggregate value of $37,330 or
$74.66 per Common Share at the date of purchase.
William A. Farlinger, who was appointed to the
Board on June 16, 1998, was paid an annual retainer
of 417 Common Shares, having an aggregate value of
$31,133 or $74.66 per Common Share at the date of
purchase. The annual compensation for 1998 paid to
directors who are also employees of The Mutual
Group, CIBC, CIBC Wood Gundy or Nomura was $20,000,
which remuneration was paid directly to The Mutual
Group, CIBC, CIBC Wood Gundy or Nomura as the case
may be. A fee of $900 for each meeting of the
Board of Directors or committee thereof attended,
was paid to all directors (other than the Chairman
of the Board and those directors who are also
employees of the Corporation); which fee was paid
<PAGE>
directly to The Mutual Group, CIBC, CIBC Wood Gundy
or Nomura, as the case may be, with respect to
those directors who are also employees of such
entities.
Also pursuant to the Corporation's compensation
policy, as part of the 1998 annual retainer paid to
directors, each of Messrs. Axworthy, McKinlay,
Morton, Robertson and Small were granted 3,000
Options exercisable on or before April 29, 2008 at
an exercise price of $68.50 per Common Share, being
the price per Common Share as quoted on the TSE at
the close of trading on the trading day immediately
preceding the grant thereof on April 24, 1998.
William A. Farlinger was granted 2,500 Options
exercisable on or before April 29, 2008 at an
exercise price of $66.35 per Common Share, being
the price per Common Share as quoted on the TSE at
the close of trading on the trading day immediately
preceding the grant thereof on June 16, 1998. No
Options were granted to directors who are also
employees of The Mutual Group, CIBC Wood Gundy,
CIBC or Nomura or to directors who are also
employees of the Corporation, other than to David
F. Banks, as described below.
David F. Banks was re-appointed Chairman of the
Board on March 25, 1998. Mr. Banks received cash
compensation during 1998 of $1,108,643 and options
to purchase 159,000 Common Shares exercisable as to
twenty-five per cent (25%) on or after January 8,
2000; fifty per cent (50%) on or after January 8,
2001; seventy-five per cent (75%) on or after
January 8, 2002 at an option exercise price of
US$34.34 per Common Share, being the closing price
per Common Share as quoted on the New York Stock
Exchange at the close of trading on the trading day
immediately preceding the date of the grant thereof
on January 8, 1998.
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
The following table sets out the options held by all directors who are not also
executive officers as a group.
OPTIONS HELD BY DIRECTORS WHO ARE NOT
ALSO EXECUTIVE OFFICERS AS A GROUP
Number of Directors
who are not also
Executive Officers Number of Market Price at
as a Group Optioned Shares Exercise Price Date of Grant Expiry Date
<S> <C> <C> <C> <C>
Options held by 5 directors 15,000 14.40 14.40 Feb. 23, 2001
Options held by 1 director 30,000 7.75 7.75 Feb. 23, 2001
Options held by 1 director 20,000 24.25 24.25 Feb. 6, 2007
Options held by 6 directors 18,000 26.00 26.00 May 2, 2007
Options held by 6 directors 18,000 68.50 68.50 April 29, 2008
Options held by 1 director 2,500 66.35 66.35 April 29, 2008
Notes: (1) An aggregate of 514,697 Common Shares of the Corporation are
owned by such directors who are not also executive officers as a group
</TABLE>
Compensation of Executive Officers
The following table sets forth all compensation
paid to the Chief Executive Officer of the
Corporation and each of the next four highest paid
executive officers (collectively, the "Named
Executive Officers") for the fiscal year ended
December 31, 1998 and for the two prior fiscal
years ended December 31, 1997 and December 31,
1996.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
FOR THE YEAR ENDED
DECEMBER 31, 1998, DECEMBER 31, 1997 AND DECEMBER 31, 1996
Annual Long-Term
Compensation Compensation
Common Shares
Name and Principal Position Year Salary Bonus<fn1> Other Annual Under
Compensation <fn2> Options Granted
($) ($) ($) #
<S> <C> <C> <C> <C> <C>
Steven K. Hudson 1998 113,000 3,656,000 204,680 Nil
Chief Executive Officer 1997 114,500 2,081,000 59,171 285,714
1996 114,500 2,775,000 19,144 Nil
Bradley D. Nullmeyer 1998 93,000 2,186,000 21,948 Nil
President, Newcourt Financial 1997 94,500 1,385,000 20,902 285,714
1996 94,500 1,629,000 24,234 Nil
David D. McKerroll 1998 93,000 2,074,000 23,674 Nil
President, Newcourt Capital 1997 94,500 1,324,000 24,313 285,714
1996 94,500 1,558,000 24,209 Nil
Daniel A. Jauernig 1998 293,000 1,478,000 601,145 Nil
President, Newcourt Services 1997 75,000 670,000 5,020 285,714
and Chief Financial Officer 1996 75,000 670,000 7,949 80,000
Borden D. Rosiak 1998 93,000 1,536,000 159,126 Nil
Executive Vice President 1997 294,500 619,000 23,631 285,714
1996 294,500 764,000 21,343 40,000
<PAGE>
Notes: <fn1> Bonus includes a one-time special bonus in the amount of
$1,200,000 paid to Steven K. Hudson, $719,000 paid to Bradley D. Nullmeyer,
$676,000 paid to David D. McKerroll, $652,000 paid to Daniel A. Jauernig and
$573,000 paid to Borden D. Rosiak, as approved by the Board of Directors in
connection with the successful acquisition of AT&T Capital Corporation.
</fn1>
<fn2> Other Annual Compensation includes a one-time relocation expense benefit,
car allowance, life insurance, health benefits and vacation pay. Included in
this amount for Daniel A. Jauernig is a one-time payment in the amount of
$573,500 with respect to contingent performance-based compensation for 1998 and
prior years.
</fn2>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
There were no individual grants of options to purchase Common Shares of the Corporation made during the
year ended December 31, 1998 to any of the Named Executive Officers.
The following table sets out the value of options to acquire Common Shares held by the Named
Executive Officers as at December 31, 1998.
AGGREGATED OPTION EXERCISES AND
VALUE OF OUTSTANDING OPTIONS
AS AT DECEMBER 31, 1998
Common
Shares
Acquired On Aggregate Unexercised Options to Value of Unexercised in the
Name and Exercise Of Value Acquire Common Shares Money Options as at
Principal Position Options Realized<fn1> as at December 31, 1998 December 31, 1998<fn3>
(#) ($) (#) ($)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Steven K. Hudson nil nil nil 285,714 nil 7,857,135
Chief Executive Officer
Bradley D. Nullmeyer nil nil nil 285,714 nil 7,857,135
President,
Newcourt Financial
David D. McKerroll nil nil nil 285,714 nil 7,857,135
President,
Newcourt Capital
Daniel A. Jauernig 14,000<fn2> 793,100 80,000 285,714 3,320,000 7,857,135
President,
Newcourt Services
and Chief Financial Officer
Borden D. Rosiak 27,500<fn2> 1,436,875 40,000 285,714 1,660,000 7,857,135
Executive Vice President
<PAGE>
Notes:<fn1>Based on the difference between the market value per Common Share as at the date of exercise
as quoted on the Toronto Stock Exchange and the exercise price per Common Share underlying the option.
</fn1>
<fn2> If not exercised during this period, these options would otherwise have expired on February 23,
1998.
</fn2>
<fn3> Based on the difference between the market value per Common Share as at December 31, 1998 as
quoted on The Toronto Stock Exchange and the exercise price per Common Share underlying the option.
</TABLE>
Governance and Compensation Committee
During the year ended December 31, 1998, the
following individuals served as members of the
Governance and Compensation Committee (the
"Committee"): Paul G. Morton, Chairman of the
Committee, David F. Banks, Chairman of the Board,
Ronald A. McKinlay, Dr. Steven C. Small and David
D. McKerroll, President, Newcourt Capital. The
Chairman of the Committee and all of the members of
the Committee, other than Messrs. Banks and
McKerroll were, for the purposes of the TSE
Guidelines, outside and unrelated directors.
Report on Executive Compensation
As discussed above under the heading "Corporate
Governance", the Committee is responsible for
reviewing and monitoring the compensation policies
of the Corporation to ensure that the Corporation
is able to recruit, retain and motivate competent
employees who are capable of implementing the
strategies and achieving the objectives of the
Corporation. In furtherance of this mandate, the
Committee met on six (6) occasions during 1998 to
review, among other things, management compensation
policies and practices and strategies relating to
the implementation of a management succession plan.
The Committee also has a specific mandate to
<PAGE>
review, and recommend to the Board for approval,
the compensation of the Chairman, directors,
executive officers, including the Named Executive
Officers, and other employees of the Corporation.
Steven K. Hudson provides information to the
Committee, makes recommendations on compensation
policy matters generally and on the compensation of
the Named Executive Officers, but does not
participate in and is not present during
discussions regarding the determination of his own
compensation arrangements. In February, 1998, the
Committee recommended and the Board approved new
employment and compensation agreements with each of
the four Named Executive Officers, Messrs. Hudson,
Nullmeyer, McKerroll and Rosiak, on substantially
the same terms and conditions as their existing
agreements and approved employment and compensation
agreements with each of David F. Banks, David J.
Sharpless and Daniel A. Jauernig on comparable
terms and conditions to those of the employment and
compensation agreements with the four Named
Executive Officers.
For the purposes of assisting the Committee in its
review of executive compensation matters generally
and the terms and conditions of the employment
contracts with each of the Named Executive
Officers, the Corporation retains the services of
external compensation consultants. The
compensation of all senior officers, including the
Named Executive officers, but excluding senior
officers and other employees involved in credit
adjudication and loan management, are consistent
with the Corporation's principles and policies
underlying employee compensation generally in
establishing a low to moderate base salary coupled
with a bonus based on the individual officer's
contribution to the achievement of the
Corporation's financial objectives.
<PAGE>
Presented by the Governance and Compensation
Committee
Paul G. Morton, Chairman
David F. Banks
David D. McKerroll
Ronald A. McKinlay
Dr. Steven C. Small
Indebtedness of Directors and Officers
As at December 31, 1998, there was no outstanding
indebtedness to the Corporation from any officer or
director, or former officer or director of the
Corporation, or any associate of any of the
foregoing, under securities purchase programs.
The aggregate indebtedness of all officers,
directors, employees and former officers, directors
and employees of the Corporation or associates
thereof not entered into under securities purchase
programs outstanding as at December 31, 1998 was
U.S.$15,593,621. The table below sets out the
details of the loans to directors, executive
officers and senior officers or associates thereof
of the Corporation not entered into under
securities purchase programs as at December 31,
1998. These loans were provided by the Corporation
to the associates of such officers with respect to
relocation and related expenses incurred by such
officers in connection with their employment at the
request of the Corporation and are fully secured
against the respective residences of such officers.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS AND
ASSOCIATES THEREOF OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS
Largest Amount Amount
Outstanding Outstanding As At
Name and Principal Involvement of During the Year the Date of this
Positions Corporation Ended December 31, 1998<fn1> Information Circular
U.S.$ U.S.$
<S> <C> <C> <C>
1288006 Ontario Limited Lender 7,061,560 7,061,560
an associate of
Steven K. Hudson
Chief Executive Officer
1293910 Ontario Limited Lender 3,800,000 3,800,000
an associate of
Bradley D. Nullmeyer
President, Newcourt Financial
1302839 Ontario Limited Lender 4,732,061 4,732,061
an associate of
Borden D. Rosiak
Executive Vice President
Notes: <fn1> The rate of interest of all indebtedness for amounts outstanding
during the year ended December 31, 1998 was 3.0% for 1288006 Ontario Limited,
the associate of Steven K. Hudson, and 5.0% for all others.
</fn1>
</TABLE>
<PAGE>
Share Performance Graph
The Corporation's Common Shares were listed on The
Toronto Stock Exchange (the "TSE") and the Montreal
Exchange (the "ME") on March 28, 1994 and listed on
the New York Stock Exchange, Inc. (the "NYSE") on
April 22, 1997. The following graph shows changes
in the value of $100 invested in the Corporation's
Common Shares and in the TSE 300 Total Return
Index, from the time of listing to December 31,
1998.
<TABLE>
<CAPTION>
SHARE PERFORMANCE GRAPH
Total Shareholder Return on $100 investment (dividends reinvested)
for the period March 28, 1994 to December 31, 1998
__________ = Common Shares of the Corporation
_ _ _ _ _ _ _ = TSE 300 Total Return Index
Common Shares TSE 300
of the Corporation Total Return Index
<S> <C> <C>
March 28, 1994 100.00 100.00
December 30, 1994 115.94 96.00
December 29, 1995 158.03 109.00
December 31, 1996 360.74 141.00
December 31, 1997 732.95 162.00
December 31, 1998 822.00 159.15
</TABLE>
<PAGE>
Directors' and Officers' Liability
The Corporation maintains directors' and officers'
liability insurance with an aggregate annual limit
of liability of US$75 million. The premium paid
during the year ended December 31, 1998 for this
insurance coverage for both directors and officers
was US$362,000 in the aggregate. Under this
insurance coverage the Corporation, subject to a
US$500,000 deductible, is reimbursed for payments
made to directors or officers of the Corporation
required or permitted by law or under provisions of
the by-laws of the Corporation as indemnity for
loss, including legal costs, arising from acts,
errors or omissions done or committed by officers
or directors in the course of their duties.
MATTERS TO BE ACTED UPON AT THE MEETING
Election of Directors
The Board of Directors has fixed the number of
directors to be elected at the Meeting at eighteen
(18) directors. At the Meeting, shareholders will
be asked to elect eighteen (18) directors to serve
until the next annual meeting of shareholders of
the Corporation or until their respective
successors have been elected or appointed. In the
absence of instructions to the contrary, the Common
Shares represented by the enclosed form of proxy
will be voted for the nominees herein listed.
Management does not contemplate that any of the
nominees will be unable to serve as a director. In
the event that prior to the Meeting, any vacancies
occur in the slate of nominees herein listed, it is
intended that discretionary authority shall be
exercised by the person named in the proxy as
nominee to vote the Common Shares represented by
proxy for the election of another person or persons
as directors.
<PAGE>
<TABLE>
<CAPTION>
Management nominees for the Board of Directors and information concerning them
as furnished by the individual nominees are set out below:
NOMINEES FOR THE BOARD OF DIRECTORS
Common Shares
Name And Municipality Held As At
of Residence Director Since Principal Occupation February 4, 1999
<S> <C> <C> <C>
David F. Banks<fn2> <fn4> February 4, 1998 Chairman of the Board, Formerly, 120,385
Toronto, Ontario President and Chief Executive Officer
of AT&T Capital Corporation
Steven K. Hudson<fn2><fn5> June 30, 1984 Chief Executive Officer 3,424,889
Toronto, Ontario
Bradley D. Nullmeyer<fn5> February 1, 1991 President, Newcourt Financial 1,811,215
Toronto, Ontario
David D. McKerroll<fn4> April 18, 1995 President, Newcourt Capital 1,545,697
Toronto, Ontario
Thomas S. Axworthy <fn6> April 18, 1995 Adjunct Faculty in Public Policy, 7,000
Toronto, Ontario John F. Kennedy School of
Government, Harvard University;
Executive Director, The CRB
Foundation (charitable foundation)
Gerald E. Beasley <fn5> October 31, 1997 Senior Executive Vice President, Risk Note 1
Mississauga, Ontario Management, Canadian Imperial Bank
of Commerce
William A. Farlinger <fn6> June 16, 1998 Chairman, Ontario Hydro 4,417
Toronto, Ontario
<PAGE>
Common Shares
Name And Municipality Held As At
of Residence Director Since Principal Occupation February 4, 1999
<S> <C> <C> <C>
Guy Hands <fn2><fn5> February 4, 1998 Managing Director and Head of Note 1
Sevenoaks, England Principal Finance Group,
Nomura International plc
(international investment bank)
Robert F. Kilimnik <fn5> April 16, 1993 Vice President, Investments Note 1
Waterloo, Ontario The Mutual Group
David A. MacIntosh <fn2><fn3> April 16, 1993 Executive Vice President Note 1
Waterloo, Ontario The Mutual Group
Ronald A. McKinlay January 29, 1993 Retired. Formerly, Chairman of the 43,740
Toronto, Ontario Board and Chairman of Canada
<fn2><fn3><fn4><fn6> Deposit Insurance Corporation
Paul G. Morton<fn4><fn5><fn6> April 18, 1995 Chairman, Security Investment 98,500
Toronto, Ontario Corporation Ltd. (private investment
firm)
Bruce I. Robertson<fn3><fn5><fn6> April 18, 1995 President of B.I. Robertson & 25,000
Toronto, Ontario Associates Ltd. (asset management
firm)
David J. Sharpless<fn2> April 26, 1993 Deputy Chairman of the Board. 58,170
North York, Ontario Formerly, Senior Partner, Blake,
Cassels & Graydon (barristers &
solicitors)
Takumi Shibata<fn3> March 25, 1998 President and Chief Executive Officer, Note 1
London, England Nomura International plc
(international investment bank)
<PAGE>
Common Shares
Name And Municipality Held As At
of Residence Director Since Principal Occupation February 4, 1999
<S> <C> <C> <C>
Dr. Steven C. Small<fn3><fn4> April 18, 1995 President and Chief Executive Officer, 188,140
Toronto, Ontario Capital Partners Corporation
(venture capital/merchant bank
investment firm)
Richard E. Venn<fn2> October 31, 1997 Chairman and Chief Executive Officer, Note 1
Toronto, Ontario CIBC Wood Gundy Securities Inc.
(investment dealer)
William D. Walsh<fn6> December 14, 1993 General Partner, Sequoia Associates 147,900
Atherton, California (investment firm)
Notes: <fn1> Gerald E. Beasley and Richard E. Venn are nominees of CIBC which
beneficially owns, directly or indirectly, 14,067,962 Common Shares; Guy Hands
and Takumi Shibata are nominees of Hercules which beneficially owns, directly or
indirectly, 17,633,857 Common Shares; and David A. MacIntosh and Robert F.
Kilimnik are nominees of The Mutual Group which beneficially owns, directly or
indirectly, 2,423,450 Common Shares, as at the date hereof. As nominees of
significant shareholders of the Corporation, each of the foregoing nominees is
prohibited by the policies of their respective entities from owning Common
Shares.
</fn1>
<fn2> Member of the Executive Committee
</fn2>
<fn3> Member of the Audit Committee
</fn3>
<fn4> Member of the Governance and Compensation Committee
</fn4>
<fn5> Member of the Investment Committee
</fn5>
<fn6> Member of the Special Committee
</fn6>
<PAGE>
The background of each of the nominees for the
Board of Directors is described below:
David F. Banks, Chairman, was appointed Chairman
of the Board of Directors on February 4, 1998
following the acquisition by the Corporation of
AT&T Capital Corporation ("AT&T"). Prior to
assuming the position of Chairman, Mr. Banks had
served as President and Chief Executive Officer of
AT&T since 1997. Mr. Banks has over twenty-five
years of senior financial services experience in
the United States and international markets. From
1994 to 1997 Mr. Banks served as Chief Executive
Officer of Penna Holdings plc and advisor to Nomura
International plc, prior to which he served as
Chief Financial Officer of General Atlantic Group
Ltd.
David J. Sharpless, Deputy Chairman, was
appointed Deputy Chairman of the Board of Directors
on February 4, 1998 and served as Chairman of the
Board of Directors of the Corporation from March
25, 1997 to February 4, 1998. As Deputy Chairman,
Mr. Sharpless is responsible for managing the
Corporation's international operations and
significant joint ventures. Mr. Sharpless also
serves as Chairman of the Board of Directors of
Dell Financial Services Inc. and has served as a
director of the Corporation since 1993. Mr.
Sharpless was a senior partner with the law firm of
Blake, Cassels & Graydon until January 31, 1997.
Steven K. Hudson, Chief Executive Officer, is a
founding principal of the Corporation and has
directed its development since 1984. Mr. Hudson
has sixteen years of experience in the asset
finance industry. He is Chairman of the Board of
Directors of the Toronto Community Foundation and
is a member of the Board of Directors of AGRA Inc.,
<PAGE>
the Royal Ontario Museum Foundation and the St.
Joseph's Health Centre Foundation of Toronto. He
is a member of the Executive Committee of the
Canadian Finance and Leasing Association and
Director of the Foundation for Leasing Education.
Mr. Hudson is a chartered accountant.
Bradley D. Nullmeyer, President, Newcourt
Financial, is a founding principal of the
Corporation and joined the Corporation in 1986.
Mr. Nullmeyer is responsible for the overall
management and direction of the Corporation's
commercial finance business, known as Newcourt
Financial. Mr. Nullmeyer is a chartered
accountant.
David D. McKerroll, President, Newcourt Capital, is
a founding principal of the Corporation and joined
the Corporation in 1987. Mr. McKerroll is
responsible for the overall management and
direction of the Corporation's corporate finance
business known as Newcourt Capital. Mr. McKerroll
is a chartered accountant.
Thomas S. Axworthy is currently Executive Director
of The CRB Foundation in Montreal and an Adjunct
Lecturer, John F. Kennedy School of Government,
Harvard University, where he has held numerous
appointments since 1984, and was formerly Principal
Secretary to the Office of the Prime Minister.
Gerald E. Beasley has served as Senior Executive
Vice President, Risk Management of The Canadian
Imperial Bank of Commerce ("CIBC") since 1994 and
has been an officer of CIBC since 1968.
William A. Farlinger has served as Chairman of
Ontario Hydro since November, 1995 and is a member
of the Board of Directors of Cara Operations
Limited, Laidlaw Inc., and Manulife. Prior to
<PAGE>
joining Ontario Hydro, Mr. Farlinger was Chairman
and Chief Executive Officer of the accounting and
management consultant firm, Ernst & Young.
Guy Hands has served as Managing Director and Head
of Principal Finance Group, Nomura International
plc ("Nomura") since 1994. Prior to joining
Nomura, Mr. Hands served as Head of Global Asset
Structuring with Goldman Sachs International, with
whom he had served in various capacities since
1982.
Robert F. Kilimnik has served as Vice President,
Investments of The Mutual Group since 1991 and has
been associated with The Mutual Group for over 25
years.
David A. MacIntosh has served as Executive Vice
President of The Mutual Group since 1987, has been
associated with The Mutual Group since 1963 and is
a director of a number of subsidiaries and
affiliates of The Mutual Group.
Ronald A. McKinlay served as Chairman of the Board
from December 12, 1994 to March 25, 1997 and has
been a director of the Corporation since 1993. Mr.
McKinlay retired as Chairman of the Canada Deposit
Insurance Corporation in December, 1992, having
served in such position since 1985. For several
years prior to 1985, Mr. McKinlay served as
Chairman of The Clarkson Company Limited (now Ernst
& Young Inc.).
Paul G. Morton is Chairman of Security Investment
Corporation Ltd., co-founder and former President
of Global Communications Limited and former
Chairman of the Stadium Corporation of Ontario.
<PAGE>
Bruce I. Robertson is President of B.I. Robertson &
Associates Ltd. which specializes in the management
of real estate and mortgages on behalf of financial
institutions and other clients, and was associated
as a chartered accountant for over eleven years
with a major firm of chartered accountants.
Takumi Shibata has served as President and Chief
Executive Officer, Nomura International plc
("Nomura") since 1997 and has been an officer of
Nomura since 1976.
Dr. Steven C. Small is founder and President and
Chief Executive Officer of Capital Partners
Corporation, the general partner of a private
merchant banking and venture capital investment
firm. Dr. Small is also the founder and senior
managing partner of his group professional
practice. He is a director of a number of private
and public companies. Dr. Small is one of the
founding shareholders of Newcourt.
Richard E. Venn is Chairman and Chief Executive
Officer of CIBC Wood Gundy Securities, Inc. ("CIBC
Wood Gundy") and has served in various executive
capacities with CIBC Wood Gundy since 1975.
William D. Walsh is founder and general partner of
Sequoia Associates, a private California investment
firm established in 1982. Mr. Walsh is a director
of a number of private and public Canadian and U.S.
companies.
<PAGE>
Appointment of Auditors
In the absence of contrary instructions, the Common
Shares represented by the enclosed form of proxy
will be voted in favour of the re-appointment of
the firm of Ernst & Young, Chartered Accountants,
of Toronto, Ontario, as auditors of the
Corporation, to hold office until the next annual
meeting of shareholders and to authorize the Board of Directors to fix their remuneration.
INTEREST OF CERTAIN PERSONS AND COMPANIES
IN MATTERS TO BE ACTED UPON
Management is not aware of any material interest of
any director or officer or anyone who has held
office as such since the beginning of the
Corporation's last financial year or of any
associate or affiliate of any of the foregoing in
any matter to be acted on at the Meeting, except as
otherwise disclosed herein.
OTHER MATTERS
Management knows of no amendment, variation or
other matter to come before the Meeting other than
the matters referred to in the Notice of Annual
General Meeting. However, if any other matter
properly comes before the Meeting, the accompanying
proxy will be voted on such matter in accordance
with the best judgement of the person or persons
voting the proxy.
<PAGE>
ADDITIONAL INFORMATION
Additional documents, including copies of the
Renewal Annual Information Form (including any
documents incorporated by reference therein) of the
Corporation, the Annual Report and the audited
consolidated financial statements of the
Corporation for its most recently completed
financial year, interim financial statements of the
Corporation and additional copies of this
Information Circular of the Corporation are
available upon request from the Corporate
Secretary, Newcourt Credit Group Inc., Suite 3500,
181 Bay Street, P.O. Box 827, Toronto, Ontario M5J
2T3.
DIRECTORS' APPROVAL
The foregoing contains no untrue statements of
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.
The contents and the sending of this Information
Circular have been approved by the Board of
Directors of the Corporation.
DATED as of February 8, 1999.
David F. Banks
Chairman
</TABLE>
