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OLYMPIC FINANCIAL LTD.
7825 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55439
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having duly received Notice of Annual Meeting of
shareholders and the Proxy Statement, dated March , 1997, hereby appoints
Richard A. Greenawalt and James L. Davis as proxies (each with the power to act
alone and with the power of substitution and revocation), to represent the
undersigned and to vote, as designated below, all common shares of Olympic
Financial Ltd. held of record by the undersigned on March 19, 1997, at the
Annual Meeting of shareholders to be held on Monday, April 28, 1997, at the
Lutheran Brotherhood Building, 625 Fourth Avenue South, Minneapolis, Minnesota,
at 3:30 p.m., and at any adjournment thereof.
1. PROPOSAL TO ELECT NINE / / FOR all nominees / / WITHHOLD AUTHORITY
DIRECTORS, EACH FOR A listed below to vote for all
ONE-YEAR TERM. (except as marked to nominees listed below
the contrary below)
Richard A. Greenawalt, Scott H. Anderson, Lawrence H. Bistodeau, James L. Davis
A. Mark Berlin, Jr., Robert J. Cresci, Warren Kantor, Robert A. Marshall,
Frederick W. Zuckerman
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
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2. PROPOSAL TO APPROVE A RESOLUTION TO AMEND ARTICLE I OF THE RESTATED
ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY FROM OLYMPIC
FINANCIAL LTD. TO ARCADIA FINANCIAL LTD.
/ / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL TO AMEND THE 1992 DIRECTOR STOCK OPTION PLAN TO (INCREASE THE
NUMBER OF OPTIONS TO PURCHASE SHARES GRANTED TO EACH OUTSIDE DIRECTOR EACH
YEAR COMMENCING IN 1997 TO 15,000 SHARES AND TO GRANT A ONE TIME GRANT OF
AN OPTION TO PURCHASE 10,000 SHARES TO EACH OUTSIDE DIRECTOR AS OF JANUARY
2, 1997
/ / FOR / / AGAINST / / ABSTAIN
4. PROPOSAL TO AMEND THE COMPANY'S 1990 STOCK OPTION PLAN TO (1) INCREASE THE
NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UPON EXERCISE OF OPTIONS (2) ALLOW
FOR THE EXERCISE OF EACH OPTION CUMULATIVELY TO THE EXTENT OF 100% OF THE
SHARES SUBJECT TO THE OPTION REGARDLESS OF WHETHER OTHERWISE EXERCISABLE BY
THE OPTIONEE IN THE EVENT OF (i) DEATH OF OPTIONEE OR (ii) A CHANGE OF
CONTROL OF THE COMPANY, AND (3) PROVIDE FOR A PER PERSON MAXIMUM ON THE
NUMBER OF OPTION SHARES GRANTED
/ / FOR / / AGAINST / / ABSTAIN
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5. PROPOSAL TO APPROVE THE GRANTING OF TWO STOCK OPTIONS TO WARREN KANTOR.
/ / FOR / / AGAINST / / ABSTAIN
6. PROPOSAL TO APPROVE THE GRANT OF AN OPTION TO PURCHASE 1,200,000 SHARES OF
COMMON STOCK TO RICHARD A. GREENAWALT
/ / FOR / / AGAINST / / ABSTAIN
7. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
/ / FOR / / AGAINST / / ABSTAIN
OTHER MATTERS
The Board of Directors knows of no other matters that may be brought
before the meeting which require submission to a vote of the shareholders. If
any other matters are properly brought before the meeting, however, the persons
named in the enclosed proxy or their substitutes will vote in accordance with
their best judgment on such matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON
THE PROXY BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR LISTED IN
PROPOSAL 1, AND FOR PROPOSALS 2, 3, 4, 5, 6 AND 7. ABSTENTIONS WILL BE COUNTED
TOWARDS THE EXISTENCE OF A QUORUM.
Please sign exactly as name appears on this card. When shares are held by
joint tenants, both should sign. If signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by an authorized
person.
Dated: _________________________, 1997
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PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
