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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2000
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RITCHIE BROS. AUCTIONEERS INCORPORATED
9200 Bridgeport Road
Richmond, BC, Canada
V6X 1S1
(604) 273 7564
(Address of principal executive offices)
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[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 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
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<PAGE> 2
This form 6-K incorporates the Information Circular, Proxy and Supplemental
Mailing List Return Card distributed to the Company's shareholders of record as
of March 15, 2000. The Information Circular was provided to shareholders in
connection with the Company's annual general meeting to be held on April 20,
2000.
<PAGE> 3
RITCHIE BROS. AUCTIONEERS INCORPORATED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of
the shareholders of RITCHIE BROS. AUCTIONEERS INCORPORATED (the "Company") will
be held at the Delta Pacific Resort, 10251 St. Edwards, Richmond, B.C., Canada,
on Thursday, April 20, 2000 at 11:00 a.m. (Vancouver time), for the following
purposes:
(1) to receive the financial statements of the Company for the financial
year ended December 31, 1999 and the report of the Auditors thereon;
(2) to fix the number of directors to be elected at the meeting at five
(5) and to elect the directors of the Company to hold office until
their successors are elected at the next annual general meeting of the
Company;
(3) to appoint the Auditors of the Company to hold office until the next
annual general meeting of the Company and to authorize the directors
to fix the remuneration to be paid to the Auditors;
(4) to consider, and if thought appropriate, to pass a special resolution
in the form set out in Schedule A attached to the Information Circular
approving an amendment to the Articles of the Company to authorize the
board of directors of the Company to determine from time to time the
number of directors of the Company within the minimum and maximum as
set out in the Articles and to appoint additional directors to fill
any vacancy resulting from any increase in the number of directors so
determined;
(5) to transact such other business as may properly be brought before the
Meeting.
Further information regarding the matters to be considered at the Meeting
is set out in the accompanying Information Circular.
Only registered holders of Common Shares of the Company at the close of
business on March 15, 2000 will be entitled to receive notice of the Meeting.
Shareholders are requested to date, sign and return the accompanying form
of proxy for use at the Meeting whether or not they are able to attend
personally. To be effective, forms of proxy must be received by The Trust
Company of Bank of Montreal, Attention: Proxy Department at P.O. Box 6002,
Station Place d'Armes, Montreal, Quebec, H2Y 3S8, no later than 48 hours
(excluding Saturdays, Sundays and holidays) before the time of the Meeting or
any adjournment thereof.
DATED at Vancouver, British Columbia, as of this 24th day of March, 2000.
By Order of the Board of Directors
/s/ ROBERT S. ARMSTRONG
Robert S. Armstrong
Corporate Secretary
<PAGE> 4
RITCHIE BROS. AUCTIONEERS INCORPORATED
ANNUAL GENERAL MEETING OF SHAREHOLDERS
INFORMATION CIRCULAR
Unless otherwise provided, the information herein is given as of March 15,
2000.
SOLICITATION OF PROXIES
THIS INFORMATION CIRCULAR IS BEING FURNISHED TO THE SHAREHOLDERS OF THE
COMPANY IN CONNECTION WITH THE SOLICITATION OF PROXIES FOR USE AT THE ANNUAL
GENERAL MEETING (THE "MEETING") BY MANAGEMENT OF THE COMPANY. THE SOLICITATION
WILL BE PRIMARILY BY MAIL, HOWEVER, PROXIES MAY ALSO BE SOLICITED PERSONALLY OR
BY TELEPHONE BY THE DIRECTORS, OFFICERS OR EMPLOYEES OF THE COMPANY. THE COMPANY
MAY ALSO PAY BROKERS OR OTHER PERSONS HOLDING COMMON SHARES OF THE COMPANY IN
THEIR OWN NAMES OR IN THE NAMES OF NOMINEES FOR THEIR REASONABLE EXPENSES OF
SENDING PROXIES AND PROXY MATERIALS TO BENEFICIAL SHAREHOLDERS FOR THE PURPOSES
OF OBTAINING THEIR PROXIES. THE COSTS OF THIS SOLICITATION HAS BEEN AND WILL BE
BORNE BY THE COMPANY.
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING
NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS
Under the Articles of the Company, the number of directors of the Company
is set at a minimum of three (3) and a maximum of ten (10). The Company
currently has five (5) directors. Each director of the Company is elected
annually and holds office until the next annual general meeting of the Company
unless he sooner ceases to hold office. The Company proposes to fix the number
of directors to be elected at five (5) and intends to request the shareholders
to elect five (5) directors at the Meeting. The Company intends to nominate each
of the persons listed below for election as a director of the Company. The
persons named in the enclosed form of proxy intend to vote for the election of
such nominees. Each nominee is currently a director of the Company.
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES
BENEFICIALLY OWNED,
NAME AND POSITION WITH PRINCIPAL OCCUPATION PREVIOUS SERVICE CONTROLLED OR
MUNICIPALITY OF RESIDENCE THE COMPANY OR EMPLOYMENT(1) AS A DIRECTOR DIRECTED(1)(2)
- ------------------------- ------------- -------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
David Edward Ritchie Chairman of the Board Chairman of the Board Director since 4,938,223(3)
Leduc, Alberta and Chief Executive and Chief Executive December 12, 1997
Officer Officer of the Company
Clifford Russell Cmolik President and Chief President and Chief Director since 2,085,571(4)
Surrey, B.C. Operating Officer and a Operating Officer and a December 12, 1997
Director Director of the Company
Peter James Blake(5) Vice-President, Finance Vice-President, Finance Director since 86,666
Vancouver, B.C. and Chief Financial and Chief Financial December 12, 1997
Officer and a Director Officer and a Director
of the Company
Charles Edward Croft(5) Director President and Director Director since June 2,000(6)
Salt Spring, B.C. of Falcon Pacific 17, 1998
Financial Corp. and its
Subsidiaries
George Edward Moul(5) Director Director and officer of Director since June 1,000(7)
West Vancouver, B.C. The McEmcy Company of 17, 1998
Canada Ltd., Peace
Portal Properties Ltd.
and certain other
private real estate
holding companies
</TABLE>
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NOTES:
(1) This information has been provided by the respective nominee as of March 15,
2000.
(2) The number of Common Shares held includes Common Shares of the Company
beneficially owned, directly or indirectly, or over which control or
direction is exercised by the proposed nominee.
(3) 3,345,375 of such shares are held by D.E.R. Auctions Ltd. and 1,592,748 of
such shares are held by Davcorp Investments Ltd. Both D.E.R. Auctions Ltd.
and Davcorp Investments Ltd. are controlled by David Edward Ritchie.
(4) 1,408,284 of such shares are held by C.R.C. Auctions Ltd. and 676,918 of
such shares are held by Cmolik Enterprises Ltd. Both C.R.C. Auctions Ltd.
and Cmolik Enterprises Ltd. are controlled by Clifford Russell Cmolik.
(5) The Company is required to have an audit committee and Messrs. Blake, Croft
and Moul are members of the Audit Committee.
(6) Such shares are held by Falcon Pacific Financial Corp., a company controlled
by Mr. Croft. Mr. Croft also has options to purchase 3,500 Common Shares at
U.S.$26.88 per share, with an expiry date of February 21, 2009 and options
to purchase 3,000 Common Shares at U.S. $26.69 per share, with an expiry
date of February 1, 2010.
(7) Such shares are held by Kensington Holdings Ltd., a company 100% owned by G.
Edward Moul and his spouse. Mr. Moul also has options to purchase 3,500
Common Shares at U.S.$26.88 per share, with an expiry date of February 21,
2009 and options to purchase 3,000 Common Shares at U.S.$26.69 per share,
with an expiry date of February 1, 2010.
The Company is not aware that any of the above nominees will be unable or
unwilling to serve, however, should the Company become aware of such an
occurrence before the election of directors takes place at the Meeting, if one
of the persons named in the enclosed form of proxy is appointed as proxyholder,
it is intended that the discretionary power granted under such proxy will be
used to vote for any substitute nominee or nominees whom the Company in its
discretion may select.
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APPOINTMENT OF AUDITORS
The Company proposes that KPMG LLP, Chartered Accountants of Vancouver,
British Columbia, be appointed as Auditors of the Company for the ensuing year
and that the directors be authorized to fix their remuneration. KPMG LLP has
been the Auditors of the Company and its predecessors since 1974. The resolution
appointing auditors must be passed by way of a resolution passed by a majority
of the votes cast by the shareholders who vote in respect of that resolution.
AMENDMENT TO THE ARTICLES
The Articles of the Company provides that the number of directors of the
Company shall be a minimum of three (3) and a maximum of ten (10). The purpose
of the special resolution set out in Schedule A attached is to authorize and
empower the board of directors to determine the actual number of directors
within the specified range from time to time and if any vacancy is created as a
result of such determination, to appoint additional directors to fill such
vacancy. The number of the additional directors so appointed shall not exceed
one-third of the number of directors elected at the previous annual meeting of
shareholders. If the above-mentioned special resolution is passed to amend the
articles of the Company, the board of directors will have the flexibility and
ability to add additional members to the board on a timely basis between annual
shareholder's meetings, subject to the foregoing limitation. Management of the
Company believes that such flexibility will enable the Company to respond to any
business or regulatory requirement to increase the number of directors on the
board in a timely fashion.
To become effective the special resolution set out in Schedule A approving
the amendment to the Articles must be passed by at least two-thirds of the votes
cast in respect of such special resolution at the Meeting.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the directors or senior officers of the Company, none of the
persons who have been directors or senior officers of the Company since January
1, 1999 and no associate or affiliate of any of the foregoing has any material
interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, in any matter scheduled to be acted upon at the Meeting other than as
disclosed elsewhere in this Information Circular.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Other than as set out herein, no insider or any associate or affiliate of
any insider, has had or has any material interest, direct or indirect, in any
transaction since January 1, 1999 or in any proposed transaction which, in
either case, has materially affected or will materially affect the Company or
any of its subsidiaries.
During the 12-month period ended December 31, 1999, the Company entered
into agreements with D.E.R. Resorts Ltd. ("Resorts"), a corporation controlled
by David E. Ritchie, the Chairman and Chief Executive Officer of the Company,
pursuant to which Resorts agreed to provide meeting rooms, accommodations, meals
and recreational activities at its facilities on Stuart Island in British
Columbia, Canada, for certain customers of the Company. The agreements set forth
the maximum number of excursions to be provided during a given year and the fees
and costs per excursion. The Company paid to Resorts approximately U.S.$398,000
under the agreements in its financial year ended December 31, 1999. Management
believes that the terms of the agreements were at least as favourable to the
Company as could have been obtained from a third party. The Company and Resorts
have entered into similar agreements in the past and intend to do so in the
future.
3
<PAGE> 7
OTHER INFORMATION REGARDING THE COMPANY
EXECUTIVE COMPENSATION
COMPENSATION
The following table provides a summary of the compensation earned during
each of the last two financial years(1) by the Chief Executive Officer and the
Company's four most highly compensated executive officers other than the Chief
Executive Officer (such five officers are hereafter collectively called the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
(all amounts in U.S. dollars)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
----------------------------------------- --------------------------------------
AWARDS PAYOUTS
-------------------------- -----------
SECURITIES RESTRICTED
UNDER SHARES OR
OTHER ANNUAL OPTIONS RESTRICTED LTIP ALL OTHER
NAME AND SALARY BONUS(3) COMPENSATION GRANTED SHARE UNITS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
David E. Ritchie(2) 1999 350,000 Nil 10,272 Nil Nil Nil Nil
Chairman and Chief 1998 350,000 380,000 1,006 Nil Nil Nil Nil
Executive Officer
C. Russell Cmolik(2) 1999 175,000 Nil 11,372 Nil Nil Nil Nil
President and Chief 1998 175,000 250,000 8,632 Nil Nil Nil Nil
Operating Officer
Randall J. Wall(2) 1999 160,000 35,000 4,010 Nil Nil Nil Nil
Managing Director -- 1998 160,000 Nil 1,752 Nil Nil Nil Nil
Europe and Middle
East Divisions
Edward H. Banser(2) 1999 125,000 47,000 14,311 Nil Nil Nil Nil
Vice-President -- 1998 125,000 160,000 15,002 Nil Nil Nil Nil
South Central
Division
Michael G. 1999 125,000 35,000 11,381 Nil Nil Nil Nil
Ritchie(2) 1998 125,000 100,000 14,031 Nil Nil Nil Nil
Vice-President --
Northeast Division
</TABLE>
(1) The Company was amalgamated on December 12, 1997 and therefore has only two
completed financial years.
(2) All Named Executive Officers are employed by wholly owned subsidiaries of
the Company.
(3) All bonuses were earned by the Named Executive Officers in the financial
year noted but were paid subsequent to the end of the financial year.
STOCK OPTIONS GRANTED IN THE 1999 FINANCIAL YEAR
No stock options were granted to any of the Named Executive Officers during
the Company's financial year ended December 31, 1999.
EXERCISE OF OPTIONS
No options were exercised by any of the Named Executive Officers during the
Company's financial year ended December 31, 1999.
4
<PAGE> 8
TERMINATION OF EMPLOYMENT, CHANGES IN RESPONSIBILITY AND EMPLOYMENT CONTRACTS
The Company, through wholly-owned operating subsidiaries, has an employment
agreement with each of the Named Executive Officers. All such employment
agreements may be terminated with eight weeks notice (or less in certain
circumstances) or payment in lieu thereof.
The Company has no compensatory plan or arrangement to compensate the Named
Executive Officers in the event of the termination of employment (resignation,
retirement, change of control) or in the event of a change in responsibilities
following a change in control, except for usual notice or payment in lieu of
notice requirements in the employment agreements of such Named Executive
Officers in the event of termination without just cause.
COMPOSITION OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Company consists of Messrs. Croft, Moul
and Cmolik. Only Mr. Cmolik is an officer or employee of the Company.
REPORT ON EXECUTIVE COMPENSATION
The Company's policy with respect to the compensation of the Chief
Executive Officer and the other Named Executive Officers and other officers of
the Company is based upon the principles that compensation must: (1) be
competitive in order to help attract and retain the talent needed to lead and
grow the Company's business; (2) provide a strong incentive for executives and
key employees to work towards the achievement of the Company's goals; and (3)
ensure that the interests of management and the Company's shareholders are
aligned.
The compensation paid to each of the Chief Executive Officer and the other
Named Executive Officers of the Company consists of base salary and a
performance-oriented bonus. The payment of the bonus is contingent upon the
performance of the Company and the individual's contribution toward that
performance. The amount of such bonuses depends on the financial performance of
the Company and is not subject to any minimum or maximum amount.
Base salary levels for the Named Executive Officers are normally determined
primarily on the basis of (i) the Compensation Committee's review of the Chief
Executive Officer's and the Chief Operating Officer's assessment of each Named
Executive Officer's performance during the prior year and (ii) the Compensation
Committee's understanding of normal and appropriate salary levels for executives
with responsibilities and experience comparable to that of the Named Executive
Officers of the Company. In making such determination, external sources are
consulted when deemed necessary by the Compensation Committee.
Awards of bonuses depend in part upon whether the Company and its principal
subsidiaries have met or exceeded targets established for the applicable year.
The Compensation Committee also considers other criteria, including the
contribution of individuals toward the Company's performance, in determining the
range of any bonuses to be awarded. It is anticipated that bonuses paid to the
Company's Named Executive Officers in future years may be paid in part by the
issuance of stock options.
For 1999, the Chief Executive Officer's base salary was determined after
considering the salary levels of other executives with similar responsibilities
and experience and after general discussions with outside advisors. The
Compensation Committee accepted the recommendation of the Chief Executive
Officer and the Chief Operating Officer that neither receive a performance bonus
in 1999.
Report presented by:
Charles E. Croft
G. Edward Moul
C. Russell Cmolik
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<PAGE> 9
PERFORMANCE GRAPH
The following graph compares the percentage change in the value of U.S.$100
invested in Common Shares of the Company with U.S.$100 invested in the Russell
2000 Index from March 10, 1998 (the date when the Common Shares commenced
trading on the New York Stock Exchange) to December 31, 1999 (the Company's most
recent financial year end).
Performance Graph
<TABLE>
<CAPTION>
MARCH 10, DECEMBER 31, DECEMBER 31,
1998 1998 1999
<S> <C> <C> <C> <C> <C>
RITCHIE BROS. AUCTIONEERS (RBA) 100 127.51 131.36
RUSSELL 2000 INDEX 100 90.82 108.64
</TABLE>
COMPENSATION OF DIRECTORS
In addition to the reimbursement of reasonable travel and lodging expenses,
non-employee directors of the Company receive the following compensation:
U.S.$7,500 per year for board membership; U.S.$2,500 per year for committee
chairmanship; U.S.$750 per meeting attended; and 3,000 options to acquire Common
Shares (exercise price equal to market price on date of grant) per year.
Non-employee directors may also participate in the Company's performance bonus
and stock option programs in recognition of their contributions towards the
overall performance of the Company. Employee directors do not receive additional
compensation for their participation in board or committee activities.
There were no other arrangements under which directors were compensated
during 1999. No directors earned any compensation during 1999 for consultancy or
other services provided to the Company.
DIRECTORS AND SENIOR EXECUTIVES LIABILITY INSURANCE
The Company maintains directors and senior executives liability insurance
which, subject to the provisions contained in the policy, protects the directors
and senior executives, as such, against certain claims made against them during
their term of office. Such insurance provides for an aggregate of U.S.$20
million (less a deductible of U.S.$250,000) annual protection against liability.
The annual premium paid by the Company for this insurance is U.S.$99,900.
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<PAGE> 10
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
No director, executive officer or senior officer of the Company, no
proposed nominee for election as a director of the Company, and no associate of
any such director, officer or proposed nominee, at any time during the most
recently completed financial year has been indebted to the Company or any of its
subsidiaries or had indebtedness to another entity which is, or has been, the
subject of a guarantee, support agreement, letter of credit or other similar
arrangement or understanding provided by the Company or any of its subsidiaries.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Company is currently authorized to issue an unlimited number of Common
Shares, an unlimited number of junior preferred shares without par value and an
unlimited number of senior preferred shares without par value. As at March 15,
2000 according to the records of The Trust Company of Bank of Montreal, the
registrar and transfer agent of the Company, there are 16,737,465 Common Shares
and no preferred shares of the Company issued and outstanding. Holders of Common
Shares are entitled to one vote for each Common Share held. Holders of Common
Shares of record at the close of business on March 15, 2000 are entitled to
receive notice of and to vote at the Meeting.
To the knowledge of the directors and senior officers of the Company, the
only persons who beneficially own, directly or indirectly, or exercise control
or direction over, Common Shares carrying more than 10% of the voting rights
attached to all voting shares of the Company are:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
NAME COMMON SHARE(S)(1) COMMON SHARES
---- ------------------ -------------
<S> <C> <C>
David E. Ritchie(2)........................................ 4,938,223 29.5%
C. Russell Cmolik(3)....................................... 2,085,571 12.5%
</TABLE>
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NOTES:
(1) This information has been furnished by the person named and has been
confirmed, to the extent possible by the Company.
(2) 3,345,375 of such shares are held by D.E.R. Auctions Ltd. and 1,592,748 of
such shares are held by Davcorp Investments Ltd., both of which are
controlled by Mr. Ritchie, the Chairman of the Board and Chief Executive
Officer of the Company.
(3) 1,421,784 of such shares are held by C.R.C. Auctions Ltd. and 676,918 of
such shares are held by Cmolik Enterprises Ltd., both of which are
controlled by Mr. Cmolik.
GENERAL PROXY INFORMATION
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed form of proxy for use at the Meeting are
directors of the Company.
A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO ATTEND AND ACT AS
PROXYHOLDER ON THE SHAREHOLDER'S BEHALF AT THE MEETING OTHER THAN THE PERSONS
NAMED IN THE ENCLOSED FORM OF PROXY. IF A SHAREHOLDER DOES NOT WISH TO APPOINT
EITHER PERSON SO NAMED, THE SHAREHOLDER SHOULD CHECK THE SECOND BOX ON THE PROXY
AND INSERT IN THE BLANK SPACE PROVIDED THE NAME AND ADDRESS OF THE PERSON WHOM
THE SHAREHOLDER WISHES TO APPOINT AS PROXYHOLDER. THAT PERSON NEED NOT BE A
SHAREHOLDER OF THE COMPANY.
A shareholder who has given a proxy may revoke it by: (a) signing a proxy
bearing a later date and depositing it as provided under "Deposit of Proxy"
below; (b) signing and dating a written notice of revocation (in the same manner
as required for the enclosed form of proxy to be executed, as set out under
"Validity of Proxy" below) and delivering such notice to the registered office
of the Company at any time up to and including the last business day preceding
the day of the Meeting or to the Chairman of the Meeting on the day of the
Meeting; (c) attending the Meeting in person and registering with the scrutineer
thereat as a shareholder present in person and signing and dating a written
notice of revocation; or (d) any other manner
7
<PAGE> 11
permitted at law. Any such revocation will have effect only in respect of those
matters upon which a vote has not already been cast pursuant to the authority
conferred by a previously deposited proxy.
VOTING OF SHARES REPRESENTED BY PROXY
A proxy in the form of the enclosed form of proxy will confer discretionary
authority upon the proxyholder named therein with respect to the matters
identified in the enclosed Notice of Meeting and in the form of proxy for which
no choice is specified (and with respect to amendments and variations thereto
and any other matter that may properly be brought before the Meeting).
If the instructions as to voting indicated on a proxy in the enclosed form
and deposited as provided for herein are certain, all of the shares represented
by such proxy will be voted or withheld from voting in accordance with the
instructions of the shareholder on any ballot that may be called for.
IF NO CHOICE IS SPECIFIED BY A SHAREHOLDER IN A PROXY IN THE FORM OF THE
ENCLOSED FORM OF PROXY AND ONE OF THE PERSONS NAMED IN THE ENCLOSED FORM OF
PROXY IS APPOINTED AS PROXYHOLDER, THE SHARES REPRESENTED BY THE PROXY WILL BE
VOTED "FOR" EACH OF THE OTHER MATTERS IDENTIFIED THEREIN.
AMENDMENTS OR VARIATIONS AND OTHER MATTERS
Management of the Company is not now aware of any amendments to or
variations of any of the matters identified in the enclosed Notice of the
Meeting nor of any other matter which may be brought before the Meeting.
HOWEVER, A PROXY IN THE FORM OF THE ENCLOSED FORM WILL CONFER DISCRETIONARY
AUTHORITY UPON A PROXYHOLDER NAMED THEREIN TO VOTE ON ANY AMENDMENTS TO OR
VARIATIONS OF ANY OF THE MATTERS IDENTIFIED IN THE ENCLOSED NOTICE AND ON ANY
OTHER MATTER WHICH MAY PROPERLY BE BROUGHT BEFORE THE MEETING IN RESPECT OF
WHICH SUCH PROXY HAS BEEN GRANTED.
VALIDITY OF PROXY
A FORM OF PROXY WILL NOT BE VALID UNLESS IT IS DATED AND SIGNED BY THE
SHAREHOLDER OR BY THE SHAREHOLDER'S ATTORNEY DULY AUTHORIZED IN WRITING. IN THE
CASE OF A SHAREHOLDER THAT IS A CORPORATION, A PROXY WILL NOT BE VALID UNLESS IT
IS EXECUTED UNDER ITS SEAL OR BY A DULY AUTHORIZED OFFICER OR AGENT OF, OR
ATTORNEY FOR, SUCH CORPORATE SHAREHOLDER. IF A PROXY IS EXECUTED BY AN ATTORNEY
OR AGENT FOR AN INDIVIDUAL SHAREHOLDER, OR BY AN OFFICER, ATTORNEY, AGENT OR
AUTHORIZED REPRESENTATIVE OF A CORPORATE SHAREHOLDER, THE INSTRUMENT EMPOWERING
THE OFFICER, ATTORNEY, AGENT OR REPRESENTATIVE, AS THE CASE MAY BE, OR A
NOTARIAL COPY THEREOF, MUST BE DEPOSITED ALONG WITH THE PROXY.
A vote cast in accordance with the terms of a proxy will be valid
notwithstanding the previous death, incapacity or bankruptcy of the shareholder
or intermediary on whose behalf the proxy was given or the revocation of the
appointment, unless written notice of such death, incapacity, bankruptcy or
revocation is received by the Chairman of the Meeting at any time before the
vote is cast.
DEPOSIT OF PROXY
IN ORDER TO BE VALID AND EFFECTIVE, AN INSTRUMENT APPOINTING A PROXY HOLDER
MUST BE DEPOSITED WITH THE TRUST COMPANY OF BANK OF MONTREAL, ATTENTION: PROXY
DEPARTMENT AT P.O. BOX 6002 STATION PLACE D'ARMES, MONTREAL, QUEBEC, H2Y 3S8, NO
LATER THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME
OF THE MEETING OR ANY ADJOURNMENT THEREOF.
All non-registered shareholders who receive these materials through a
broker or other intermediary should complete and return the materials in
accordance with the instructions provided to them by their broker or other
intermediary.
8
<PAGE> 12
ADDITIONAL INFORMATION
The Company will provide to any person or Company, upon request to the
Secretary of the Company, copies of the Company's Annual Information Form
together with a copy of any document, or the pertinent pages of any document,
incorporated therein by reference, the Company's comparative consolidated
financial statements for its most recently completed financial year together
with the accompanying report of the auditor, one copy of any interim financial
statements of the Company subsequent to the financial statements of the
Company's most recently completed financial year and the Company's information
circular in respect of its most recent annual meeting of shareholders. The
Company may require the payment of a reasonable charge if a person who is not a
shareholder of the Company makes the request for information.
APPROVAL OF CIRCULAR
The contents and sending of this Information Circular have been approved by
the Board of Directors of the Company.
Dated at Vancouver, British Columbia, this 24th day of March, 2000.
By Order of the Board of Directors
/s/ ROBERT S. ARMSTRONG
Robert S. Armstrong
Corporate Secretary
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<PAGE> 13
SCHEDULE A
"RESOLVED as a special resolution of Ritchie Bros. Auctioneers Incorporated
(the "Company") that:
(1) The articles of the Company be amended by adding the following provision to
paragraph 7 thereof:
(1) the actual number of directors within the minimum and maximum number
set out in paragraph 5 may be determined from time to time by
resolution of the directors; and
(2) if the directors in exercising the power referred to in subparagraph
7(1) above increase the number of directors at any time between annual
meetings of shareholders, the directors may by resolution appoint one
or more additional directors who shall hold office for a term expiring
not later than the close of the next annual meeting of shareholders,
provided that the total number of directors so appointed shall not
exceed one-third of the number of directors elected at the previous
annual meeting of shareholders.
(2) The Company is authorized to apply for a Certificate of Amendment under
section 178 of the Canada Business Corporations Act to so amend the Article;
(3) Any director or officer of the Company is authorized to execute and deliver
all documents and to do all things necessary to give intent to and implement
this special resolution; and
(4) The directors of the Company may, in their discretion, and notwithstanding
that this special resolution has been duly passed by the shareholders of the
Company, revoke this special resolution without further notice to or
approval of the shareholders at any time prior to the endorsement by or on
behalf of the Director appointed under the Canada Business Corporations Act
of a Certificate of Amendment of Articles in respect of the amendments
contemplated by this special resolution."
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O04335
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<PAGE> 14
RITCHIE BROS. AUCTIONEERS INCORPORATED
2000 ANNUAL GENERAL MEETING TO BE HELD ON APRIL 20, 2000
PROXY
TO BE COMPLETED BY SHAREHOLDERS WHO WILL NOT BE ATTENDING THE ANNUAL GENERAL
MEETING IN PERSON.
THE UNDERSIGNED SHAREHOLDER OF RITCHIE BROS. AUCTIONEERS INCORPORATED (THE
"COMPANY") HEREBY NOMINATES, CONSTITUTES AND APPOINTS (SELECT ONE):
[ ] DAVID E. RITCHIE OR, FAILING HIM, C. RUSSELL CMOLIK, OR
<TABLE>
<S> <C> <C> <C>
[ ] of
(Check the second box and insert the name and address of an alternate person if you do not wish to appoint Mr. Ritchie or
Mr. Cmolik)
</TABLE>
AS PROXYHOLDER OF THE UNDERSIGNED, WITH FULL POWER OF SUBSTITUTION, TO ATTEND
THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD ON APRIL 20, 2000 AND ANY
ADJOURNMENT THEREOF (THE "MEETING"), WITH AUTHORITY TO ACT AND VOTE THEREAT FOR
AND ON BEHALF OF THE UNDERSIGNED. THE UNDERSIGNED HEREBY DIRECTS THE PROXYHOLDER
TO VOTE THE COMMON SHARES OF THE COMPANY REGISTERED IN THE NAME OF THE
UNDERSIGNED IN RESPECT OF THE MATTERS INDICATED BELOW AS FOLLOWS:
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<CAPTION>
VOTE VOTE WITHHOULD
DIRECTORS FOR AGAINST AUDITORS FOR VOTE
<S> <C> <C> <C> <C> <C>
To fix the number of directors to [ ] [ ] To appoint KPMG LLP, Chartered Accountants, [ ] [ ]
be elected at five (5). as Auditor for the Company and to authorize the
directors to fix the Auditor's remuneration.
</TABLE>
<TABLE>
<CAPTION>
VOTE WITHHOLD VOTE
ELECTION OF DIRECTORS FOR VOTE AMENDMENT TO ARTICLES FOR AGAINST
<S> <C> <C> <C> <C> <C>
To elect as a director of the To amend the Articles of the Company to authorize the [ ] [ ]
Company: [ ] [ ] board of directors of the Company to determine from
David Edward Ritchie [ ] [ ] time to time the number of directors of the Company
Clifford Russell Cmolik [ ] [ ] within the minimum and maximum as set out in the
Peter James Blake [ ] [ ] Articles and to appoint additional directors to fill
Charles Edward Croft [ ] [ ] any vacancy arising therefrom, the text of which
George Edward Moul special redemption is set out in Schedule "A" to the
Information Circular.
Signed this ____ day of ____________________ , 2000.
</TABLE>
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<CAPTION>
<S> <C> <C>
Q S --------------------------------------------------------------
Signature of Shareholder
--------------------------------------------------------------
Name of Shareholder (Please print
clearly as registered)
--------------------------------------------------------------
R T Number of Shares
(See "General Proxy Information" in the Information Circular
for further information
regarding proxies for use at the Meeting)
</TABLE>
<PAGE> 15
RITCHIE BROS. AUCTIONEERS INCORPORATED
ANNUAL GENERAL MEETING
APRIL 20, 2000
INSTRUCTIONS
1. THIS PROXY IS SOLICITED BY THE MANAGEMENT OF RITCHIE BROS. AUCTIONEERS
INCORPORATED FOR USE AT THE ANNUAL GENERAL MEETING (THE "MEETING") OF THE
SHAREHOLDERS TO BE HELD ON APRIL 20, 2000 AND ANY ADJOURNMENT THEREOF.
PLEASE REFER TO THE INFORMATION CIRCULAR (THE "INFORMATION CIRCULAR")
ACCOMPANYING THIS PROXY FOR FURTHER INFORMATION.
2. If you are NOT able to be personally present at the Meeting, PLEASE DATE
AND SIGN THE FORM OF PROXY ON THE REVERSE HEREOF AND RETURN IT IN THE
ENVELOPE PROVIDED TO THE TRUST COMPANY OF BANK OF MONTREAL, Attention:
Proxy Department at P.O. Box 6002 Station Place d'Armes, Montreal, Quebec,
H2Y 3S8. IN ORDER TO BE VALID, INSTRUMENTS APPOINTING A PROXYHOLDER MUST BE
DEPOSITED WITH THE TRUST COMPANY OF BANK OF MONTREAL NO LATER THAN 48 HOURS
BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF (NAMELY, 11:00
A.M. (VANCOUVER TIME) ON APRIL 18, 2000).
3. The shares represented by this proxy will be voted or withheld from voting
in accordance with the instructions of the shareholder on any ballot. If
the shareholder specifies a choice with respect to any matter, such shares
will be voted accordingly. IF NO CHOICE IS SPECIFIED WITH RESPECT TO A
MATTER IDENTIFIED IN THE PROXY AND ONE OF THE PERSONS NAMED IN THIS PROXY
IS APPOINTED AS PROXYHOLDER, THE SHARES OF THE SHAREHOLDER REPRESENTED BY
THIS PROXY WILL BE VOTED "FOR" EACH OF THE MATTERS IDENTIFIED IN THE PROXY.
4. THE AUTHORITY CONFERRED HEREUNDER MAY BE EXERCISED AT THE SOLE DISCRETION
OF THE PROXYHOLDER IN RESPECT OF: (I) EACH MATTER SET OUT FOR WHICH NO
VOTING CHOICE IS INDICATED, (II) ANY AMENDMENTS TO OR VARIATION IN ANY OF
THE MATTERS LISTED, AND (III) OTHER MATTERS WHICH MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.
5. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON AS PROXYHOLDER AT THE
MEETING OTHER THAN DAVID E. RITCHIE OR C. RUSSELL CMOLIK AND MAY DO SO BY
CHECKING THE SECOND BOX AND INSERTING IN THE BLANK SPACE PROVIDED THE NAME
AND ADDRESS OF THE PERSON WHOM THE SHAREHOLDER WISHES TO APPOINT.
6. If this proxy is not dated in the space provided, authority is hereby given
to the proxyholder named herein to date this proxy on the date on which the
Company mailed it. If the number of shares is not indicated in the space
provided, all of the shares registered in the name of the undersigned will
be voted as provided for.
<PAGE> 16
RITCHIE BROS. AUCTIONEERS INCORPORATED
SUPPLEMENTAL MAILING LIST AND
REQUEST FOR INTERIM FINANCIAL STATEMENTS
TO: Security Holders of Ritchie Bros. Auctioneers Incorporated (the "Company")
National Policy Statement No. 41 "Shareholder Communication" adopted by the
Canadian Securities Administrators provides registered and non-registered
security holders with the opportunity to elect annually to have their names
added to the Company's Supplemental Mailing List in order to receive interim
financial statements and other selected shareholder communications.
If you wish to have your name added to the Company's Supplemental Mailing
List for the aforesaid purposes, please complete, sign and mail this form to The
Trust Company of Bank of Montreal, Stock Transfer Department at 24th Floor,
First Canadian Centre, 350 - 7th Avenue S.W., Calgary, Alberta T2P 3N9.
By your signature below, you certify that you are a security holder of the
Company.
----------------------------------------
Name of Security Holder
----------------------------------------
Address (including postal code) of
Security Holder
----------------------------------------
----------------------------------------
Signature of Security Holder or, if the
Security Holder is a company, signature
of authorized signatory
----------------------------------------
Date
