SEC Info - KHD Humboldt Wedag International Ltd - PRRN14A - Cybernet Internet Services International Inc

SEC Info

Home

My Interests

Help

Please Sign In

KHD Humboldt Wedag International Ltd · PRRN14A · Cybernet Internet Services International Inc · On 2/11/02

Filed On 2/11/02 · SEC File 0-25677 · Accession Number 912057-2-4993

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 2/11/02  KHD Humboldt Wedag Int'l Ltd      PRRN14A                1:29   Cybernet Internet Svcs Int'l Inc  Merrill Corp/FA

Revised Preliminary Non-Management Proxy Solicitation Material -- Contested Solicitation or Other Situation · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRRN14A     Revised Preliminary Non-Management Proxy              29    139K 
                          Solicitation Material -- Contested                     
                          Solicitation or Other Situation

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Additional Information About the Nominees of the Shareholders Group Annex A Approval of Cybernet 1998 Stock Incentive Plan Arrangements, Interests and Transactions Background to the Solicitation Commitment of the Shareholders Group Election of Directors How do I vote if I hold shares at my bank or brokerage firm? Information About Cybernet Information About Our Nominees Information About the Participants Information Concerning the Shareholders Group and Other Participants Intent of the Shareholders Group Introduction Litigation Allegations Objectives of the Shareholders Group Other Matters to be Voted Upon Proxy Solicitation and Expenses Ratification of Appointment of Corporate Auditors Right Leadership for Cybernet, The Security Ownership The Right Leadership for Cybernet Transactions in Cybernet Securities Voting Procedures Why We Believe the Current Board of Directors of Cybernet Must be Changed
1	1st Page
5	Introduction
6	Why We Believe the Current Board of Directors of Cybernet Must be Changed
8	Objectives of the Shareholders Group
"	The Right Leadership for Cybernet
"	Intent of the Shareholders Group
"	Background to the Solicitation
12	Commitment of the Shareholders Group
"	Litigation Allegations
13	Election of Directors
14	Information About Our Nominees
16	Approval of Cybernet 1998 Stock Incentive Plan
"	Ratification of Appointment of Corporate Auditors
17	Voting Procedures
"	How do I vote if I hold shares at my bank or brokerage firm?
19	Proxy Solicitation and Expenses
"	Information About the Participants
20	Information About Cybernet
"	Other Matters to be Voted Upon
23	Annex A
"	Information Concerning the Shareholders Group and Other Participants
"	Security Ownership
24	Transactions in Cybernet Securities
25	Arrangements, Interests and Transactions
26	Additional Information About the Nominees of the Shareholders Group

PRRN14A 1st Page of 29 TOC Top Previous Next Bottom Just 1st
 Sponsored Ads...







 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)

Filed by the Registrant                     [_]                                 
Filed by a Party other than the Registrant  [x]                                 

Check the appropriate box:                                                      

[x]  Preliminary Proxy Statement                                                
[_]  Confidential, for Use of the Commission Only (as permitted by Rule         
14a-6(e)(2))                                                          
[_]  Definitive Proxy Statement                                                 
[_]  Definitive Additional Materials                                            
[_]  Soliciting Material Pursuant to Section 240.14a-12                         

CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
(Name of Registrant as Specified in its Charter)

MFC BANCORP LTD. AND VENTEGIS CAPITAL AG
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check appropriate box):                                  

[x]  No fee required.                                                           
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

1)   Title of each class of securities to which transaction applies:  
2)   Aggregate number of securities to which transaction applies:     
3)   Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):  
4)   Proposed maximum aggregate value of transaction:                 
5)   Total fee paid:                                                  

[_]  Fee paid previously with preliminary materials.                            
[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

1)   Amount Previously Paid:                                                    
2)   Form, Schedule or Registration Statement No.:                              
3)   Filing Party:                                                              
4)   Date Filed:                                                                

PRRN14A 2nd Page of 29 TOC 1st Previous Next Bottom Just 2nd

 ANNUAL MEETING OF STOCKHOLDERS OF
CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
 FOR THE ELECTION OF DIRECTORS
 SCHEDULED TO BE HELD ON MARCH 8, 2002

PROXY STATEMENT OF
MFC BANCORP LTD. AND VENTEGIS CAPITAL AG
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
CYBERNET INTERNET SERVICES INTERNATIONAL, INC.

This proxy statement and the enclosed YELLOW proxy card are being furnished to  
you, the stockholders of Cybernet Internet Services International, Inc.         
("Cybernet" or the "Company"), in connection with the solicitation of proxies by
MFC Bancorp Ltd. ("MFC") and Ventegis Capital AG ("Ventegis", and collectively  
with MFC, the "Shareholders Group") for use at the meeting of stockholders to   
elect directors of Cybernet, and at any adjournments, postponements or          
reschedulings thereof (the "Stockholders Meeting").                             

On February -, 2002, the Court of Chancery of the State of Delaware (the        
"Delaware Court") entered an order (the "Order") setting a meeting date for the 
election of two Class B directors and two Class C directors of Cybernet. The    
Order specifies that the Stockholders Meeting is to be held on March 8, 2002 at 
11:00 a.m. (local time) at Cybernet's offices at Stefan-George-Ring 19-23,      
Munich, Germany. The Order also set February 7, 2002 as the record date for     
determining stockholders entitled to receive notice of and to vote at the       
Stockholders Meeting, and February 18, 2002 as the notice date for the          
Stockholders Meeting. The Order provides that the election of two Class B and   
two Class C directors of Cybernet shall be voted upon at the Stockholders       
Meeting, the shares of Cybernet represented at the Stockholders Meeting shall   
constitute a quorum, the slate of directors nominated by the Shareholders Group 
shall be permitted to stand for election at the Stockholders Meeting, the       
Stockholders Meeting shall be held in English and the Stockholders Meeting shall
be overseen by a monitor and chair mutually agreed to by the parties.           

Accordingly, the Shareholders Group intends to nominate four directors for      
election at the Stockholders Meeting: Roy Zanatta and Greg Elderkin as Class B  
directors and Michael J. Smith and Eduard Seligman as Class C directors.        

The Shareholders Group is soliciting proxies to take the following actions at   
the Stockholders Meeting:                                                       

(1)  to elect Roy Zanatta and Greg Elderkin as Class B directors of Cybernet to 
serve until the 2003 annual meeting of stockholders of Cybernet;      

(2)  to elect Michael J. Smith and Eduard Seligman as Class C directors of      
Cybernet to serve until the 2004 annual meeting of stockholders of    
Cybernet;                                                             

(3)  to reject the approval of the Cybernet 1998 Stock Incentive Plan;          

(4)  to ratify the appointment of Ernst & Young Deutsche Allgemeine Treuhand AG 
     as corporate auditors of Cybernet for the 2000 and 2001 calendar years; and

(5)  to transact such other business as may properly come before the            
Stockholders Meeting.                                                 

PRRN14A 3rd Page of 29 TOC 1st Previous Next Bottom Just 3rd

Information concerning the Shareholders Group, its nominees and other persons   
who are participants in its solicitation of proxies is provided in this proxy   
statement under the headings "Election of Directors" and "Information About the 
Participants" and in ANNEX A.                                                   

A PROXY MAY BE GIVEN BY ANY PERSON WHO HELD SHARES OF COMMON STOCK OR SHARES OF 
SERIES B PREFERRED STOCK OF CYBERNET ON FEBRUARY 7, 2002, THE RECORD DATE FOR   
THE STOCKHOLDERS MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE STOCKHOLDERS    
MEETING, YOU ARE URGED TO SIGN AND DATE THE ENCLOSED YELLOW PROXY CARD AND      
RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. YOUR LATEST-DATED PROXY IS THE 
ONLY ONE THAT COUNTS, SO YOU MAY RETURN THE YELLOW PROXY CARD EVEN IF YOU HAVE  
ALREADY DELIVERED A PROXY. WE URGE YOU NOT TO RETURN ANY PROXY SENT TO YOU BY   
CYBERNET.                                                                       

The date of this proxy statement is February -, 2002. This proxy statement and  
the enclosed YELLOW proxy card are first being sent or given to stockholders of 
Cybernet on or about February -, 2002.                                          

- 2 - 

PRRN14A 4th Page of 29 TOC 1st Previous Next Bottom Just 4th

INDEX TO THE PROXY STATEMENT

                                                        [Enlarge/Download Table]

ITEM                                                                               PAGE
----                                                                               ----
                                                                                       
Introduction......................................................................   4 

Why We Believe the Current Board of Directors of Cybernet Must be Changed.........   5 

Objectives of the Shareholders Group..............................................   7 

     The Right Leadership for Cybernet............................................   7 

     Intent of the Shareholders Group.............................................   7 

     Background to the Solicitation...............................................   7 

     Commitment of the Shareholders Group.........................................  11 

     Litigation Allegations.......................................................  11 

Election of Directors.............................................................  12 

     Information About Our Nominees...............................................  13 

Approval of Cybernet 1998 Stock Incentive Plan....................................  14 

Ratification of Appointment of Corporate Auditors.................................  15 

Voting Procedures.................................................................  15 

Proxy Solicitation and Expenses...................................................  18 

Information About the Participants................................................  18 

Information About Cybernet........................................................  18 

Other Matters to be Voted Upon....................................................  19 

Annex A - Information Concerning the Shareholders Group and Other Participants....  A-1

     Security Ownership...........................................................  A-1

     Transactions in Cybernet Securities..........................................  A-2

     Arrangements, Interests and Transactions.....................................  A-3

     Additional Information About the Nominees of the Shareholders Group..........  A-4

Appendix - Yellow Proxy Card                                                           

- 3 - 

PRRN14A 5th Page of 29 TOC 1st Previous Next Bottom Just 5th

INTRODUCTION

We intend to nominate four directors for election to the board of Cybernet: Roy 
Zanatta and Greg Elderkin as Class B directors and Michael J. Smith and Eduard  
Seligman as Class C directors.                                                  

If the slate of directors nominated by the Shareholders Group is elected, it may
constitute a change of control(1) under Cybernet's bond indentures relating to  
bonds with total outstanding principal of approximately $160 million. A change  
of control may trigger an acceleration of the bonds which could result in the   
bankruptcy of Cybernet. However, both management of Cybernet and the            
Shareholders Group have a strong incentive to avoid a change of control. In     
addition, both management of Cybernet and the Shareholders Group have the       
ability to avoid a change of control.                                           

Cybernet's board currently consists of two Class A directors, being Hubert      
Besner and Robert Fratarcangelo, two Class C directors, being Andreas Eder and  
Tristan Libischer, and two vacant Class B director seats. The Order provides    
that the election of two Class B and two Class C directors shall be voted upon  
at the Stockholders Meeting. The Shareholders Group intends to nominate two     
Class B and two Class C directors for election at the Stockholders Meeting,     
while management of Cybernet has indicated that it will nominate one Class B and
two Class C directors for election.                                             

To avoid a change of control, we believe that three out of the four members of  
the incumbent board of directors of Cybernet could simply approve of two of the 
nominees of the Shareholders Group for election as a director of Cybernet while 
maintaining its own slate of nominees. On the other hand, the Shareholders Group
has the ability to avoid a change of control by, among other things, voting its 
own shares for two of the nominees of management of Cybernet rather than two of 
its own nominees. However, there is no assurance that either the management of  
Cybernet or the Shareholders Group will take the necessary actions to avoid a   
change of control.                                                              

The Shareholders Group is soliciting your proxy in support of the election of   
our slate of nominee directors of Cybernet. For more information regarding the  
nominees of the Shareholders Group, see "Election of Directors Information About
Our Nominees".                                                                  

YOUR VOTE IS IMPORTANT SO PLEASE SIGN, DATE AND MAIL YOUR YELLOW PROXY CARD AT  
YOUR EARLIEST CONVENIENCE.                                                      

If you have any questions concerning this proxy statement or need help voting   
your shares, please call Marlene Bryl, of MFC Capital Partners AG, at (49 30) 20
94 58 00.                                                                       

--------                                                                        
(1)  The applicable definition of "change of control" as it appears in section  
1.1 of each bond indenture is as follows:                             

        "change of control" means such time as . . . (ii) individuals who at
 the beginning of any period of two consecutive calendar years
       constituted the Board of Directors (together with any directors who
        are members of the Board of Directors on the date hereof and any new
          directors whose election by the Board of Directors or whose nomination
        for election by the Company's stockholders was approved by a vote of
     at least two-thirds of the members of the Board of Directors then
        still in office who either were members of the Board of Directors at
    the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to
        constitute a majority of the members of such Board of Directors then
in office . . .                                             

- 4 - 

PRRN14A 6th Page of 29 TOC 1st Previous Next Bottom Just 6th

 WHY WE BELIEVE THE CURRENT BOARD OF DIRECTORS
 OF CYBERNET MUST BE CHANGED

Cybernet has not held an election of directors since May 17, 1999 and           
stockholders of Cybernet have not voted to elect directors of Cybernet for more 
than two and a half years.                                                      

WE BELIEVE THAT IT IS TIME TO CHANGE THE BOARD OF DIRECTORS OF CYBERNET.        

    o    Ernst & Young Deutsche Allgemeine Treuhand AG, Cybernet's independent
auditors, have reported on Cybernet's consolidated financial
statements for the year ended December 31, 2000 as follows: 

             "[T]he Company has incurred recurring operating losses and used
       significant amounts of cash to operate the Company. THESE
               CONDITIONS RAISE SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO
CONTINUE AS A GOING CONCERN." (Emphasis added)    

     o    Cybernet has confirmed and reiterated such concerns in its most recent
         quarterly report on Form 10-Q for the period ended September 30, 2001
stating the following:                                      

             "Investors in the Company should review carefully the report of
              Ernst & Young. THERE CAN BE NO ASSURANCE THAT WE WILL BE ABLE TO
  CONTINUE AS A GOING CONCERN." (Emphasis added) . . .

         "We believe that our cash and cash equivalents will provide
             adequate liquidity to fund our normal operating activities over
the next FOUR MONTHS." (Emphasis added)           

 o    Since December 31, 1998, Cybernet's total debt has risen from euro
   10.4 million to euro 180.1 million as at September 30, 2001, an
increase of approximately 1,632%.(2)                        

[GRAPH]     

DEBT(2)     
(EUROS, IN THOUSANDS)     

                                                                [Download Table]
                                   
DECEMBER  31, 1998           10,357
DECEMBER  31, 1999          218,041
DECEMBER  31, 2000          182,618
SEPTEMBER 30, 2001          180,121

--------                                                                        
(2)  Source: Cybernet's annual reports on Form 10-K for the periods ended       
  December 31, 1998, 1999 and 2000, respectively, and Cybernet's quarterly
report on Form 10-Q for the period ended September 30, 2001.          

- 5 - 

PRRN14A 7th Page of 29 TOC 1st Previous Next Bottom Just 7th

  o    Since December 31, 1999, Cybernet's shareholders' equity has eroded
  dramatically. As at September 30, 2001, Cybernet's liabilities
exceeded its assets by euro 27.8 million.(2)                

[GRAPH]       

SHAREHOLDERS' EQUITY (DEFICIT)(2)     
(EUROS, IN THOUSANDS)     

                                                                [Download Table]
                                    
DECEMBER  31, 1998           57,724 
DECEMBER  31, 1999           68,448 
DECEMBER  31, 2000           13,203 
SEPTEMBER 30, 2001          (27,751)

o    Cybernet's share price as quoted on the OTC Bulletin Board in the
         United States (the "OTC") has fallen from a high of $47.00 on January
 20, 1999 to $0.40 on January 31, 2002.(3) The following chart
        demonstrates Cybernet's declining monthly closing share price on the
OTC from December 30, 1998 to December 31, 2001.(3)(4)      

[GRAPH]     

COMMON STOCK PRICE(3)   
 (U.S.$)

                                                                [Download Table]
                                    
DECEMBER 31, 1998           $36.875 
JANUARY 29, 1999            $40.50  
FEBRUARY 26, 1999           $33.50  
MARCH 31, 1999              $28.00  
APRIL 30, 1999              $24.75  
MAY 28, 1999                $20.00  
JUNE 30, 1999               $19.00  
JULY 30, 1999               $16.875 
AUGUST 31, 1999             $15.00  
SEPTEMBER 30, 1999          $15.25  
OCTOBER 29, 1999            $15.375 
NOVEMBER 30, 1999           $11.00  
DECEMBER 31, 1999           $ 8.75  
JANUARY 31, 2000            $11.00  
FEBRUARY 29, 2000           $15.50  
MARCH 31, 2000              $11.50  
APRIL 28, 2000              $ 9.00  
MAY 31, 2000                $ 6.50  
JUNE 30, 2000               $ 5.5625
JULY 31, 2000               $ 4.75  
AUGUST 31, 2000             $ 4.00  
SEPTEMBER 29, 2000          $ 4.4375
OCTOBER 31, 2000            $ 4.50  
NOVEMBER 30, 2000           $ 3.25  
DECEMBER 29, 2000           $ 1.8125
JANUARY 31, 2001            $ 2.625 
FEBRUARY 28, 2001           $ 2.00  
MARCH 30, 2001              $ 1.0938
APRIL 30, 2001              $ 0.90  
MAY 31, 2001                $ 0.95  
JUNE 29, 2001               $ 0.72  
JULY 30, 2001               $ 0.60  
AUGUST 31, 2001             $ 0.55  
SEPTEMBER 28, 2001          $ 0.40  
OCTOBER 31, 2001            $ 0.49  
NOVEMBER 30, 2001           $ 0.55  
DECEMBER 31, 2001           $ 0.37  

o    Despite Cybernet having knowledge of a potential contested proxy 
          solicitation, the board of directors of Cybernet recently approved the
following:                                                  

          >>   the amendment of Andreas Eder's employment agreement by extending
           its term to expire in December 2004 and increasing his annual
           base salary by euro 25,564 or 16.7% from euro 153,388 to euro
178,952; and                                      

      >>   the amendment of Dr. Paolo di Fraia's employment agreement by
extending its term to expire in December 2004.    

--------                                                                        
(3)  Source: Bloomberg L.P. reporting OTC trades.                               
(4)  Cybernet's common stock is traded on the OTC under the symbol "ZNET" and on
 the Neuer Markt of the Frankfurt Stock Exchange under the symbol "CYN".
  Cybernet's common stock also trades on the Freiverkehr of the Berlin and
Munich Stock Exchanges.                                               

- 6 - 

PRRN14A 8th Page of 29 TOC 1st Previous Next Bottom Just 8th

OBJECTIVES OF THE SHAREHOLDERS GROUP

THE RIGHT LEADERSHIP FOR CYBERNET                                               

We represent the right to vote approximately 26% of the issued and outstanding  
shares of common stock of Cybernet. To provide what we believe is the right     
leadership for the future of Cybernet, we have assembled a slate of director    
nominees comprised of people who have public company experience. For more       
information regarding the nominees of the Shareholders Group, see "Election of  
Directors - Information About Our Nominees".                                    

INTENT OF THE SHAREHOLDERS GROUP                                                

We intend to elect a slate of directors to work with continuing board members   
and management to develop and formulate the appropriate plans and strategies to 
carry out a restructuring of Cybernet and preserve and enhance shareholder      
value. There is no assurance that the Shareholders Group will be successful in  
the implementation of these objectives.                                         

BACKGROUND TO THE SOLICITATION                                                  

MFC'S INITIAL INVOLVEMENT WITH CYBERNET                                         

MFC and Holger Timm have a prior relationship which predates any involvement of 
MFC with Ventegis or Cybernet. Holger Timm introduced MFC to Ventegis, a company
in which Holger Timm is a minority shareholder and a member of the supervisory  
board of directors.                                                             

MFC is a public corporation that operates in the financial services             
industry, specializing in merchant banking internationally. Ventegis and        
Holger Timm are significant shareholders of Cybernet, a company experiencing    
financial difficulties and a declining share price, and believed that MFC       
would be an appropriate financial advisor for Cybernet. Accordingly, Ventegis   
and Holger Timm referred MFC to Cybernet.                                       

On September 19, 2001, MFC submitted a preliminary draft, non-binding proposal  
to Cybernet. MFC proposed to act as the merchant bank for Cybernet and provide  
corporate finance services in connection with a restructuring of Cybernet's     
long-term debt. MFC's preliminary draft proposal was submitted independently of 
Ventegis and Holger Timm, and Ventegis and Holger Timm were not to derive any   
benefit from the implementation of MFC's preliminary draft proposal, other than 
indirectly through any resulting increase in Cybernet's share price.            

- 7 - 

PRRN14A 9th Page of 29 TOC 1st Previous Next Bottom Just 9th

Despite a series of written correspondence and meetings involving Cybernet and  
the members of the Shareholders Group in September and October, 2001, Cybernet  
did not decide to engage MFC and the preliminary draft proposal was not further 
advanced. To date, MFC has not received any fees from Cybernet in connection    
with its preliminary draft proposal.                                            

The Shareholders Group believed that Cybernet's existing board of directors was 
incapable of successfully leading a restructuring of Cybernet and that a board  
of directors including representatives of MFC was more likely to successfully   
lead a restructuring and thereby potentially preserve and enhance shareholder   
value. Accordingly, on October 31, 2001, the Shareholders Group sent a letter to
the board of directors of Cybernet requesting that Michael J. Smith, Eduard     
Seligman and Roy Zanatta be appointed to the board of directors of Cybernet and 
that any three existing directors resign, other than Andreas Eder who should    
continue as a board member. Such request was not agreed to by Cybernet.         

AGREEMENTS BETWEEN MFC, HOLGER TIMM AND VENTEGIS                                

On November 2, 2001, MFC, Holger Timm, Ventegis and Consors Bank AG (the        
"Depositary") entered into an agreement (the "Agreement") dated for reference   
October 29, 2001 pursuant to which MFC was granted voting rights for the term of
the Agreement with respect to in aggregate 6,872,796 shares of common stock of  
Cybernet deposited by Holger Timm and Ventegis with the Depositary. MFC will    
retain such voting rights until the shares deposited with the Depositary are    
delivered to the holders of voting trust certificates representing such shares  
upon the termination of the Agreement.                                          

Ventegis and Holger Timm granted MFC voting power over shares of common stock of
Cybernet to allow MFC to actively influence the strategy and policy of Cybernet,
including potentially electing MFC's slate of directors who may be able to      
preserve and enhance shareholder value more effectively than the current        
directors of Cybernet. The Agreement grants MFC a right of first refusal such   
that in the event either Holger Timm or Ventegis wishes to sell his or its      
shares of Cybernet to a third party, MFC has the right to either match the offer
of the third party and purchase the shares, or allow the shares to be sold to   
the third party. Also under the Agreement, Ventegis is obligated to pay MFC 30% 
of any increase after one year in the total value of the shares of Cybernet held
by Ventegis which are subject to the Agreement.                                 

The term of the Agreement is 18 months to be renewed automatically for further  
three month periods unless terminated by the parties. If Holger Timm and        
Ventegis acquire any additional common stock of Cybernet during the term of the 
Agreement, such shares will also be subject to the Agreement.                   

In addition, if MFC acquires all of the issued and outstanding 14% senior notes,
due 2009 of Cybernet (the "Notes"), MFC will offer to sell the Notes to Cybernet
at its cost. If MFC acquires less than all of the Notes and subsequently        
disposes of any Notes, MFC will divide the net proceeds among MFC, Ventegis and 
Holger Timm based upon their proportionate percentage interests in the          
outstanding common stock of Cybernet.                                           

In addition, on October 31, 2001, MFC and Ventegis entered into an agreement    
dated for reference October 29, 2001 pursuant to which MFC engaged Ventegis to  
provide consulting and informational services to MFC with relation to Cybernet  
in consideration of euro 10,500. Ventegis agreed to support the engagement of   
MFC as a financial advisor to Cybernet in the restructuring of its debt in      
consideration for Ventegis receiving an agency fee of 15% of the fees actually  
received by MFC for such services rendered.                                     

COURT PROCEEDINGS                                                               

On November 13, 2001, Cybernet's Chief Executive Officer applied for and        
received an order dated November 15, 2001 from the Delaware Court scheduling an 
adjourned meeting of stockholders of Cybernet                                   

- 8 - 

PRRN14A 10th Page of 29 TOC 1st Previous Next Bottom Just 10th

to elect directors of Cybernet for December 4, 2001 and waiving all quorum      
requirements. The Shareholders Group was not provided notice of such application
despite Cybernet's awareness of its interest in board representation and its    
demands for a stockholders meeting as requested in a letter dated October 31,   
2001 sent by the Shareholders Group to Cybernet.                                

On November 16, 2001, the Shareholders Group moved to intervene in the Delaware 
action and asked the Delaware Court, INTER ALIA, to vacate its order dated      
November 15, 2001 that set December 4, 2001 as the date for an adjourned meeting
of stockholders of Cybernet.                                                    

On November 21, 2001, the Shareholders Group sent a letter to Cybernet, INTER   
ALIA, providing formal written notice to Cybernet of its intent to nominate its 
nominees for election to Cybernet's board of directors at the next meeting of   
stockholders of Cybernet. It also notified Cybernet that the Delaware Court had 
scheduled a hearing on December 3, 2001 to consider the Shareholders Group's    
requests for relief in the Delaware action.                                     

On December 3, 2001, the Delaware Court vacated its order dated November 15,    
2001 which waived all quorum requirements for the adjourned meeting of          
stockholders of Cybernet scheduled for December 4, 2001. On December 4, 2001, a 
quorum was not present for a meeting of stockholders of Cybernet.               

Management of Cybernet filed a preliminary proxy statement on December 17, 2001 
rescheduling a meeting of stockholders to elect directors of Cybernet for       
February 28, 2002.                                                              

The Delaware Court entered a stipulated final order on December 19, 2001 (the   
"December Order") pursuant to which Cybernet was ordered to hold a stockholders 
meeting for the election of two Class B and two Class C directors to be voted   
upon on January 18, 2002, 11:00 a.m., local time, at Cybernet's offices in      
Germany. The December Order further stipulated that the shares of Cybernet      
represented at the meeting would constitute a quorum and the slate of directors 
nominated by the Shareholders Group would be permitted to stand for election at 
the stockholders meeting.                                                       

NEGOTIATIONS FOR A JOINT PROXY STATEMENT                                        

On or about December 23, 2001, MFC proposed that a single proxy statement be    
sent to Cybernet shareholders. In that proxy statement, the Shareholders Group  
and Cybernet would each put forth a slate of nominees for election that had been
approved by Cybernet's board and shareholders could vote for their choice. A    
single proxy statement would, among other things, eliminate some contentiousness
and the cost of separate solicitations. Cybernet agreed to use such a single    
proxy statement on the condition that the Cybernet board approve a proposal from
MFC to restructure Cybernet's outstanding senior notes.                         

On December 29, 2001, MFC submitted a written draft proposal for potentially    
restructuring Cybernet's outstanding senior notes and to assist it in enhancing 
shareholder value. On December 31, 2001, MFC made an oral presentation of that  
draft proposal to Cybernet's board of directors and answered questions relating 
thereto. The draft proposal provided that if the Shareholders Group's nominees  
were elected, MFC may arrange a credit facility to be used in part to purchase  
some of Cybernet's senior notes and provide working capital. MFC only proposed  
such arrangement to Cybernet's board and did not commit to providing such a     
credit facility.                                                                

MFC's draft proposal was subject to a detailed review of the financial position,
results of operations and business affairs of Cybernet. There was no assurance  
that MFC's proposal would have been implemented by Cybernet, or that such       
proposal, if implemented, would have been successful in restructuring the senior
notes of Cybernet or otherwise. To date, all of MFC's proposals to Cybernet have
been draft, preliminary and non-binding and MFC has not received any fees from  
Cybernet in connection with such proposals.                                     

- 9 - 

PRRN14A 11th Page of 29 TOC 1st Previous Next Bottom Just 11th

On or about January 1, 2002, Cybernet's board of directors approved the concept 
of a single proxy statement, subject to or about final approval of the actual   
content of the proxy material.                                                  

MFC and Cybernet continued to negotiate the terms of the single proxy statement 
and a credit facility to be provided by MFC to Cybernet for working capital,    
severance payments, indemnities and the continuation of directors' and officers'
insurance. These negotiations eventually failed as a result of an inability of  
the parties to agree upon the size of the severance packages and guarantees     
demanded by Cybernet's chief executive officer and chief financial officer and  
demands for indemnities and/or insurance made by the board of directors.        

On January 24, 2002, Cybernet made a motion to the Delaware Court to modify the 
December Order and set a new meeting date for sometime in March 2002 (the       
"Cybernet Motion").                                                             

At virtually the same time as the Cybernet Motion, the Shareholders Group and   
Holger Timm (collectively, the "Intervening Shareholders") filed a motion for a 
contempt order in the Delaware Court requesting that the Delaware Court hold    
Cybernet and its officers and directors in contempt for violating the December  
Order by failing to hold an annual stockholders meeting and requesting that the 
Delaware Court enter an order requiring that, among other things: (i) Cybernet  
hold a stockholders meeting for the election of directors on or before February 
26, 2002; (ii) Cybernet, its officers and directors, be held jointly and        
severally responsible to pay monetary sanctions for each day after the Delaware 
Court adjudicates it in contempt; and (iii) Cybernet and its subsidiaries not   
enter into any agreements or arrangements outside of the normal course of       
business until such time as it has held a stockholders meeting.                 

On January 28, 2002, the Intervening Shareholders filed a response to motion for
modification order in the Delaware Court disputing many of the allegations set  
out in the Cybernet Motion and requesting that the Delaware Court enter an order
requiring Cybernet to hold a stockholders meeting on or before February 26, 2002
and holding the issue of contempt in abeyance until a hearing date and briefing 
schedule for the submission of additional factual materials and legal argument  
on that issue can be set.                                                       

MEETING DATE ORDERED                                                            

On February -, 2002, the Delaware Court entered the Order setting a meeting date
for the election of two Class B directors and two Class C directors of Cybernet.
The Order specifies that the Stockholders Meeting is to be held on March 8, 2002
at 11:00 a.m. (local time) at Cybernet's offices at Stefan-George-Ring 19-23,   
Munich, Germany. The Order also set February 7, 2002 as the record date for     
determining stockholders entitled to receive notice of and to vote at the       
Stockholders Meeting, and February 18, 2002 as the notice date for the          
Stockholders Meeting. The Order provides that the election of two Class B and   
two Class C directors of Cybernet shall be voted upon at the Stockholders       
Meeting, the shares of Cybernet represented at the Stockholders Meeting shall   
constitute a quorum, the slate of directors nominated by the Shareholders Group 
shall be permitted to stand for election at the Stockholders Meeting, the       
Stockholders Meeting shall be held in English and the Stockholders Meeting shall
be overseen by a monitor and chair mutually agreed to by the parties.           

If the nominees of the Shareholders Group are elected as directors of Cybernet  
at the Stockholders Meeting, Cybernet may engage MFC or its affiliates to       
provide financial and other advisory services to Cybernet in connection with any
restructuring on an as-and-when needed basis in the future. The scope of such   
services will be determined by the board of directors of Cybernet and may       
include the restructuring of Cybernet's                                         

- 10 -

PRRN14A 12th Page of 29 TOC 1st Previous Next Bottom Just 12th

debt. The fees for such services will be based upon fees customarily charged by 
MFC or its affiliates to third parties and as approved by the directors of      
Cybernet who are not affiliated with MFC. MFC operates in the financial services
industry, specializing in merchant banking internationally, and regularly       
provides financial and other advisory services to its clients.                  

In connection with the rendering of services by MFC to Cybernet, MFC may, from  
time to time, engage Ventegis to assist it in providing consulting and other    
advisory services to Cybernet on an as-and-when needed basis in the future.     

COMMITMENT OF THE SHAREHOLDERS GROUP                                            

The Shareholders Group is dissatisfied with the performance of the current board
of directors of Cybernet. The nominees of the Shareholders Group are wholly     
independent of Cybernet's current management and are committed to salvaging     
Cybernet and preserving stockholder value. No assurance can be given that       
electing the nominees of the Shareholders Group will enhance stockholder value. 

The nominees of the Shareholders Group, if elected, are committed to acting in  
the best interest of Cybernet's stockholders and, subject to their fiduciary    
duties as directors of Cybernet, will pursue any restructuring of Cybernet      
diligently and promptly. No stockholder vote may be required for implementation 
of the objectives of the Shareholders Group and none is specifically            
contemplated.                                                                   

 * * * * * *

WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED YELLOW PROXY CARD (AND NOT TO 
RETURN ANY PROXY CARD SENT TO YOU BY CYBERNET). 

 * * * * * *

LITIGATION ALLEGATIONS                                                          

In its [preliminary proxy statement filed on February 7, 2002], management of   
Cybernet references four litigation matters involving MFC and/or Michael J.     
Smith and Roy Zanatta. Management of Cybernet presumably includes such          
references in its [preliminary proxy statement] in order to infer allegations of
wrongdoing on the part of such parties in these matters. We note that the board 
of directors of Cybernet itself acknowledges that the allegations set forth in  
its description of the litigation matters "are obtained from the plaintiffs'    
complaints in the applicable case and ARE NOT FINDINGS OF FACT". (emphasis      
added) Accordingly, MFC wishes to clarify some of the misstatements referenced  
in management's [preliminary proxy statement filed on February 7, 2002].        

MACDONALD OIL EXPLORATION LIMITED V. 32565 YUKON INC., MFC BANCORP LTD., MICHAEL
J. SMITH, ROY ZANATTA, AND OTHERS, IN THE SUPERIOR COURT IN THE PROVINCE OF     
QUEBEC, DISTRICT OF MONTREAL.                                                   

The Quebec Superior Court issued an interim order in May 2001 which, INTER ALIA,
prevented a subsidiary of MFC from exercising voting rights over its shares of  
Bresea Resources Ltd. without obtaining the approval of the Court. Such interim 
order was vacated in December 2001 by the Quebec Court of Appeal.               

- 11 -

PRRN14A 13th Page of 29 TOC 1st Previous Next Bottom Just 13th

CLARION INVESTMENT AND MORTGAGE AND CLIFFTOWN HOLDINGS INTERNATIONAL INC., AND  
OTHERS V. EURO TRADE & FORFAITING, INC., MFC BANCORP LTD., MICHAEL J. SMITH, AND
OTHERS, IN THE UNITED STATES DISTRICT COURT, DISTRICT OF COLUMBIA AND           
SUBSEQUENTLY TRANSFERRED TO THE UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT 
OF NEW YORK (THE "CLIFFTOWN ACTION"); AND NORTH CASCADE LIMITED, COLLINGWOOD    
INVESTMENTS LIMITED AND KISHOR KUMAR KANTILAL NAIK V. EURO TRADE & FORFAITING,  
INC., MFC BANCORP LTD. AND MICHAEL J. SMITH, AND OTHERS, IN THE UNITED STATES   
DISTRICT COURT, SOUTHERN DISTRICT OF NEW YORK (THE "COLLINGWOOD ACTION").       

In November 2000, Euro Trade & Forfaiting, Inc. ("Euro Trade"), of which Michael
J. Smith was a director and officer, commenced an action, as amended, in the    
United States District Court, Southern District of New York (the "New York      
Court") against its former Chief Executive Officer, John Vowell, its former     
Chairman, Chandra Sekar, its former Chief Financial Officer, Naren Desai, John  
W. Duffell and John Does 1-10 alleging, in part, that Mr. Vowell, Mr. Sekar and 
Mr. Desai breached their fiduciary duties to Euro Trade and, along with the     
other defendants, participated in a wide-ranging fraudulent scheme to benefit   
themselves and their associates at the expense of Euro Trade (the "Euro Trade   
Action"). Euro Trade is seeking to recover from the defendants, among other     
things, actual and punitive damages, as well as the return of certain shares    
issued to the defendants as a result of their fraudulent behaviour. In April    
2001, Euro Trade entered into a settlement agreement with one of the defendants,
John Vowell, pursuant to which Mr. Vowell agreed to transfer to Euro Trade      
1,250,000 common shares of Euro Trade and to cooperate and assist Euro Trade in 
its claims against the other defendants.                                        

The Clifftown Action was filed in November 2000. Euro Trade reports on its      
annual report filed on September 28, 2001 that it considers the Clifftown Action
to be without merit and intends to vigorously defend itself against the         
claimant's allegations. Euro Trade regards the Clifftown Action to be a response
to the Euro Trade Action. The Clifftown Action has subsequently been transferred
to the New York Court to be heard with the Euro Trade Action.                   

The Collingwood Action was commenced in December 2000. In April 2001, the       
claimants filed a Notice of Voluntary Dismissal with the New York Court, thereby
dismissing the Collingwood Action.                                              

GIBRALT CAPITAL CORPORATION ("GIBRALT") V. DRUMMOND FINANCIAL CORPORATION       
("DRUMMOND"), MFC BANCORP LTD., MICHAEL J. SMITH AND ROY ZANATTA, AND OTHERS, IN
THE DELAWARE COURT (THE "GIBRALT ACTION").                                      

The Gibralt Action was filed in September 1999 in the form of a class action on 
behalf of shareholders of Drummond, but has not received Court certification as 
such. Drummond has reported in its annual report filed on December 11, 2001 that
it believes the claims of Gibralt to be entirely without merit and intends to   
vigorously defend itself against the lawsuit. In a Schedule 13D/A filed by      
Gibralt dated May 7, 2001, it disclosed that it had sold all of its shares of   
Drummond.                                                                       

 ELECTION OF DIRECTORS

In accordance with the terms of Cybernet's Certificate of Incorporation and     
Bylaws, the terms of office of the board of directors are divided into three    
classes: the term of the existing Class A directors will expire at the annual   
meeting of stockholders to be held in 2002; the term of the newly elected Class 
B directors will expire at the annual meeting of stockholders to be held in     
2003; and the term of the newly elected Class C directors will expire at the    
annual meeting of stockholders to be held in 2004. At each annual meeting of    
stockholders, the successors to directors whose terms expire at the annual      
meeting will be elected to serve from the time of the annual meeting until the  
third annual meeting following their election and until their successors are    
duly elected and qualified. Any additional directorships resulting from an      
increase in the                                                                 

- 12 -

PRRN14A 14th Page of 29 TOC 1st Previous Next Bottom Just 14th

number of directors will be distributed among the three classes so that, as     
nearly as possible, each class will consist of one-third of the directors.      

We intend to nominate Roy Zanatta and Greg Elderkin as Class B directors and    
Michael J. Smith and Eduard Seligman as Class C directors for election at the   
Stockholders Meeting. Based on their business and professional experience, we   
believe that our nominees are qualified to serve as directors of Cybernet. Each 
nominee of the Shareholders Group has consented to serve as a director of       
Cybernet if elected and to be named in this proxy statement and in any other    
soliciting materials of the Shareholders Group as a nominee of the Shareholders 
Group.                                                                          

INFORMATION ABOUT OUR NOMINEES                                                  

Each nominee of the Shareholders Group has furnished the information about him  
that is provided in this proxy statement.                                       

                                                        [Enlarge/Download Table]

NAME AND BUSINESS                  PRESENT PRINCIPAL OCCUPATION AND                                   
ADDRESS                      AGE   FIVE YEAR BUSINESS EXPERIENCE                                      
-----------------            ---  ------------------------------                                      
                                                                                                      
Roy Zanatta                  37    Mr. Zanatta is the Secretary, Vice-President and a director of MFC,
1620 - 400 Burrard Street          a Nasdaq  National Market listed company. Mr. Zanatta has been an  
Vancouver, British Columbia        employee of MFC since 1993 and has been the Secretary,             
Canada V6C 3A6                     Vice-President and a director of MFC since 1996.  Mr. Zanatta is   
                                   also a director of TriMaine Holdings, Inc., an OTC listed company. 
                                   Formerly, Mr. Zanatta consulted for and held positions with the    
                                   British Columbia Hydro and Power Authority, the Canadian Standards 
                                   Association and Atomic Energy of Canada Ltd. Mr. Zanatta earned a  
                                   B.A.Sc. degree in 1987 from the University of British Columbia     
                                   (Canada) and an MBA in 1991 from McGill University (Canada).       

Greg Elderkin                38    Mr. Elderkin is the Executive Vice President, a director and the   
555 S. Renton Village Pl.          designated real estate broker at Pacific West Brokerage, Inc. Mr.  
Suite 700                          Elderkin has held these positions since 1989. In addition, Mr.     
Renton, Washington  98055          Elderkin is a co-founder and director of the SFG Funds, a private  
                                   real estate lending organization, and a director of Med Net        
                                   International Ltd., a Toronto Stock Exchange listed company.       

- 13 -

PRRN14A 15th Page of 29 TOC 1st Previous Next Bottom Just 15th

                                                        [Enlarge/Download Table]

NAME AND BUSINESS               PRESENT PRINCIPAL OCCUPATION AND                                   
ADDRESS                   AGE   FIVE YEAR BUSINESS EXPERIENCE                                      
-----------------         ---  ------------------------------                                      
                                                                                                   
Michael J. Smith          53    Mr. Smith is the President, Chief Executive Officer and a director 
17 Dame Street                  of MFC, a Nasdaq National Market listed company. Mr. Smith has     
Dublin 2, Ireland               been the President and Chief Executive Officer of MFC since 1996   
                                and a director since 1986. Mr. Smith is also a director of         
                                TriMaine Holdings, Inc., Drummond Financial Corporation and Euro   
                                Trade & Forfaiting, Inc. (all of which are listed on the OTC) and a
                                member of the  management board of Digitale Telekabel AG, a Nasdaq 
                                Smallcap Market listed company. Formerly, Mr. Smith was the        
                                Executive Vice-President, Chief Financial Officer, Secretary and a 
                                trustee of Mercer International Inc. (a Nasdaq National Market     
                                listed company) from 1985 to 1996. Mr. Smith was one of the        
                                founding  members of the Prentiss Howard Group, a company organized
                                in 1979 which assists domestic and international companies with    
                                investments, mergers and acquisitions.                             

Eduard Seligman           36    Mr. Seligman is a Vice-President of MFC Merchant Bank S.A., a fully
Cours de rive 6                 licensed Swiss bank. Mr. Seligman has been an employee of MFC      
1211 Geneva, Switzerland        Merchant Bank S.A. since 1998. Mr  Seligman is also a member of the
                                management board of Digitale Telekabel AG, a Nasdaq Smallcap Market
                                listed company. Formerly, Mr. Seligman held the position of        
                                co-manager of a private fund with Performance Plus S.A.            
                                (Switzerland) from 1996 to 1998 and worked in the commercial       
                                department of Credit Suisse from 1993 to 1995. Mr. Seligman is a   
                                Certified Financial Analyst and earned a lic. Oec. HSG. degree in  
                                1992 from the St. Gallen University for Business Administration,   
                                Law and Social Studies (Switzerland).                              

No corporation or organization identified in the preceding table is an affiliate
of Cybernet. The present principal occupation of each director nominee is the   
first occupation described in his biography.                                    

MFC has agreed to pay each nominee of the Shareholders Group any out-of-pocket  
expenses and/or losses incurred by such nominee that arise from investigating or
defending any claim brought against him with respect to actions taken in        
connection with the solicitation of proxies to which this proxy statement       
relates, other than claims resulting from the nominee's bad faith, willful      
misconduct or gross negligence.                                                 

Each of the nominees of the Shareholders Group, if elected, will be entitled to 
receive compensation customarily paid by Cybernet to its independent directors, 
which is described in management's [preliminary proxy statement filed on        
February 7, 2002].                                                              

We have no reason to believe that any of the nominees of the Shareholders Group 
will be disqualified or unwilling or unable to serve if elected. The            
Shareholders Group reserves the right to nominate substitute                    

- 14 -

PRRN14A 16th Page of 29 TOC 1st Previous Next Bottom Just 16th

persons if Cybernet makes or announces any changes to its Bylaws or takes or    
announces any other action that has, or if consummated would have, the effect of
disqualifying any of the nominees of the Shareholders Group. In addition, if any
additional directorships are to be voted upon at the Stockholders Meeting, the  
Shareholders Group reserves the right to nominate additional persons to fill the
added positions. SHARES REPRESENTED BY PROXIES GIVEN TO US WILL BE VOTED FOR ANY
SUBSTITUTE OR ADDITIONAL NOMINEES OF THE SHAREHOLDERS GROUP.                    

THE SHAREHOLDERS GROUP BELIEVES THAT IT IS IN THE BEST INTEREST OF STOCKHOLDERS 
OF CYBERNET TO ELECT THE NOMINEES OF THE SHAREHOLDERS GROUP AT THE STOCKHOLDERS 
MEETING. WE STRONGLY RECOMMEND THAT YOU VOTE "FOR" THE ELECTION OF THE NOMINEES 
OF THE SHAREHOLDERS GROUP.                                                      

APPROVAL OF CYBERNET 1998 STOCK INCENTIVE PLAN

At the Stockholders Meeting, the management of Cybernet is asking stockholders  
to approve the Cybernet 1998 Stock Incentive Plan. A copy of the Cybernet 1998  
Stock Incentive Plan is attached to the registration statement on Form S-1/A    
filed by Cybernet on November 5, 1998 and a description of the Cybernet 1998    
Stock Incentive Plan is included in management's [preliminary proxy statement   
filed on February 7, 2002]. Reference is hereby made to such information        
pursuant to Rule 14a-5(c) under the Securities Exchange Act of 1934.            

The mandate of the 1998 Stock Incentive Plan should be assessed and reviewed in 
the context of the compensation arrangements of Cybernet in its entirety by     
directors independent of management.                                            

THE SHAREHOLDERS GROUP RECOMMENDS THAT STOCKHOLDERS VOTE "AGAINST" THE APPROVAL 
OF THE CYBERNET 1998 STOCK INCENTIVE PLAN.                                      

 RATIFICATION OF APPOINTMENT OF CORPORATE AUDITORS

At the Stockholders Meeting, the management of Cybernet is asking stockholders  
to ratify the appointment of Ernst & Young Deutsche Allgemeine Treuhand AG as   
corporate auditors of Cybernet for the 2000 and 2001 calendar years. Ernst &    
Young Deutsche Allgemeine Treuhand AG served as Cybernet's independent auditors 
for the fiscal years ended December 31, 1999 and December 31, 2000. Cybernet has
approved and engaged Ernst & Young Deutsche Allgemeine Treuhand AG to serve as  
Cybernet's auditors for the fiscal year ending December 31, 2001.               

THE SHAREHOLDERS GROUP RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION 
OF THE APPOINTMENT OF ERNST & YOUNG DEUTSCHE ALLGEMEINE TREUHAND AG AS CORPORATE
AUDITORS OF CYBERNET FOR THE 2000 AND 2001 CALENDAR YEARS.                      

 * * * * * *

WHEN YOU RETURN THE YELLOW PROXY CARD, YOU WILL BE VOTING "FOR" THE NOMINEES OF 
THE SHAREHOLDERS GROUP TO SERVE AS DIRECTORS OF CYBERNET, "AGAINST" THE APPROVAL
OF THE CYBERNET 1998 STOCK INCENTIVE PLAN AND "FOR" THE RATIFICATION OF ERNST & 
YOUNG DEUTSCHE ALLGEMEINE TREUHAND AG AS CORPORATE AUDITORS OF CYBERNET FOR THE 
2000 AND 2001 CALENDAR YEARS, UNLESS YOU APPROPRIATELY INDICATE OTHERWISE.      

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR   
NOT YOU PLAN TO ATTEND THE STOCKHOLDERS MEETING, PLEASE SIGN AND DATE THE       
ENCLOSED YELLOW PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED.              

- 15 -

PRRN14A 17th Page of 29 TOC 1st Previous Next Bottom Just 17th

 VOTING PROCEDURES

To support the nominees of the Shareholders Group at the Stockholders Meeting,  
please sign and date the enclosed YELLOW proxy card and return it to Marlene    
Bryl, of MFC Capital Partners AG, Charlottenstrasse 59, D-10117 Berlin, Germany 
in the enclosed postage-paid envelope. Submitting a proxy will not affect your  
right to attend the Stockholders Meeting and vote in person.                    

HOW DO I VOTE IF I HOLD SHARES AT MY BANK OR BROKERAGE FIRM?                    

If you held shares on February 7, 2002, the record date for the Stockholders    
Meeting, in the name of a brokerage firm, bank nominee or other institution,    
only it can give a proxy with respect to your shares. You may have received     
either a blank, executed proxy card from the record holder (which you can       
complete and send directly to Marlene Bryl, of MFC Capital Partners AG) or an   
instruction card (which you can complete and return to the record holder to     
direct its voting of your shares). If the record holder has not sent you either 
a blank, executed proxy card or an instruction card, you may contact the record 
holder directly to provide it with instructions. If you need assistance, please 
contact Marlene Bryl, of MFC Capital Partners AG, at (49 30) 20 94 58 00.       

If you do not have record ownership of your shares and want to vote in person at
the Stockholders Meeting, you may obtain a document called a "legal proxy" from 
the record holder of your shares and bring it to the Stockholders Meeting. If   
you need assistance, please contact Marlene Bryl, of MFC Capital Partners AG, at
(49 30) 20 94 58 00.                                                            

HOW DO I VOTE IF I HOLD SHARES IN MY OWN NAME?                                  

If you owned shares in your own name on February 7, 2002, the record date for   
the Stockholders Meeting, you may attend the Stockholders Meeting and vote in   
person. If you are not the record holder of your shares, please refer to the    
discussion following the question "How do I vote if I hold shares at my bank or 
brokerage firm?"                                                                

To vote by proxy, you should complete, sign and date the enclosed YELLOW proxy  
card and return it promptly in the enclosed postage-paid envelope.              

To be able to vote your shares in accordance with your instructions at the      
Stockholders Meeting, we must receive your proxy as soon as possible but in any 
event prior to their being voted at the Stockholders Meeting. You may vote your 
shares without submitting a proxy to us if you vote in person, submit a proxy to
the Secretary of Cybernet or, in some cases, if you provide appropriate         
instructions to the record holder of your shares.                               

If you need assistance, please contact Marlene Bryl, of MFC Capital Partners AG,
at (49 30) 20 94 58 00.                                                         

WHAT SHOULD I DO IF I RECEIVE A WHITE PROXY CARD?                               

Proxies on the white proxy card are being solicited by the incumbent board of   
directors of Cybernet. If you submit a proxy to us by signing and returning the 
enclosed YELLOW proxy card, do not sign or return the white proxy card or follow
any voting instructions provided by Cybernet unless you intend to change your   
vote, because only your latest-dated proxy will be counted.                     

If you have already sent a white proxy card to Cybernet, you may revoke it and  
provide your support to the nominees of the Shareholders Group by signing,      
dating and returning the enclosed YELLOW proxy card.                            

- 16 -

PRRN14A 18th Page of 29 TOC 1st Previous Next Bottom Just 18th

WHAT IF I WANT TO REVOKE MY PROXY?                                              

If you give a proxy, you may revoke it at any time before it is voted on your   
behalf. You may do so in three ways:                                            

o    By delivering a later-dated proxy to either Marlene Bryl, of MFC 
Capital Partners AG, or the Secretary of Cybernet; or       

   o    By delivering a written notice of revocation to either Marlene Bryl,
of MFC Capital Partners AG, or the Secretary of Cybernet; or

o    By voting in person at the Stockholders Meeting.                 

If you choose to revoke a proxy by giving written notice or a later-dated proxy 
to the Secretary of Cybernet, we would appreciate if you would assist us in     
representing the interests of stockholders on an informed basis by sending us a 
copy of your revocation or proxy or by calling Marlene Bryl, of MFC Capital     
Partners AG, at (49 30) 20 94 58 00. REMEMBER, YOUR LATEST-DATED PROXY IS THE   
ONLY ONE THAT COUNTS.                                                           

IF I PLAN TO ATTEND THE STOCKHOLDERS MEETING, SHOULD I STILL SUBMIT A PROXY?    

Whether you plan to attend the Stockholders Meeting or not, we urge you to      
submit a proxy. Returning the enclosed YELLOW proxy card will not affect your   
right to attend the Stockholders Meeting and vote.                              

WHO CAN VOTE?                                                                   

You are eligible to vote or to execute a proxy only if you owned Cybernet common
stock or Series B preferred stock on February 7, 2002, the record date for the  
Stockholders Meeting. Even if you sell your shares after the record date, you   
will retain the right to execute a proxy in connection with the Stockholders    
Meeting. It is important that you grant a proxy regarding shares you held on the
record date, or vote those shares in person, even if you no longer own those    
shares. Based upon Cybernet's most recent public disclosure, approximately      
[26,535,627] shares of Cybernet common stock and no shares of Cybernet Series B 
preferred stock were outstanding on the record date for the Stockholders        
Meeting. With respect to each matter to be considered at the Stockholders       
Meeting, each stockholder will have one vote for each share of Cybernet common  
stock held by it on the record date.                                            

HOW WILL MY SHARES BE VOTED?                                                    

If you give a proxy on the accompanying YELLOW proxy card, your shares will be  
voted as you direct. If you submit a proxy to us without instructions, our      
representatives will vote your shares in favor of our nominees as directors of  
Cybernet, against the approval of the 1998 Stock Incentive Plan of Cybernet and 
in favor of the ratification of the appointment of Ernst & Young Deutsche       
Allgemeine Treuhand AG as corporate auditors of Cybernet for the 2000 and 2001  
calendar years. Submitting a YELLOW proxy card will entitle our representatives 
to vote your shares in accordance with their discretion on matters not described
in this proxy statement that may arise at the Stockholders Meeting.             

Unless a proxy specifies otherwise, it will be presumed to relate to all shares 
held of record on the record date by the person who submitted it.               

- 17 -

PRRN14A 19th Page of 29 TOC 1st Previous Next Bottom Just 19th

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AND HOW WILL VOTES BE COUNTED?   

Directors will be elected by a plurality of the votes cast by the holders of    
Cybernet common stock present in person or by proxy and actually voting at the  
Stockholders Meeting. This means that the two nominees as Class B directors and 
the two nominees as Class C directors of Cybernet receiving the highest number  
of votes will be elected as directors. Accordingly, abstentions and broker      
non-votes do not have the effect of a vote against the election of any nominees.

Each proposal other than the election of directors will be adopted if a majority
of the shares represented at the meeting and entitled to vote on the proposal   
are voted in its favor. Accordingly, abstentions on each such proposal will have
the same effect as a vote against the proposal. Broker non-votes will not have  
the effect of a vote for or against any such proposal.                          

HOW CAN I RECEIVE MORE INFORMATION?                                             

If you have any questions about giving your proxy or about our solicitation, or 
if you require assistance, please call Marlene Bryl, of MFC Capital Partners AG,
at (49 30) 20 94 58 00.                                                         

 PROXY SOLICITATION AND EXPENSES

The following persons are or may be deemed to be participants (the              
"Participants" and, each, a "Participant") in the solicitation of proxies in    
support of electing the nominees of the Shareholders Group to the board of      
directors of Cybernet: (i) MFC; (ii) Ventegis; (iii) Holger Timm; and (iv) the  
nominees of the Shareholders Group: Roy Zanatta, Greg Elderkin, Michael J. Smith
and Eduard Seligman. The Participants may solicit proxies in person and by mail,
press release, advertisements in newspapers, magazines and/or trade             
publications, telephone, telecopier, telegraph, electronic mail, Internet (World
Wide Web) publication, television, radio and newspapers. No person identified   
above has or will receive compensation for soliciting proxies.                  

The Participants will ask banks, brokers, custodians, nominees, other           
institutional holders and other fiduciaries to forward all soliciting materials 
to the beneficial owners of the shares that those institutions hold of record.  
The Shareholders Group will reimburse those institutions for reasonable expenses
that they incur in connection with forwarding our materials.                    

The entire expense of our proxy solicitation is being borne by the Shareholders 
Group. The Shareholders Group may, particularly if the nominees of the          
Shareholders Group are elected to Cybernet's board of directors, seek           
reimbursement of expenses from Cybernet. The Shareholders Group does not intend 
to seek stockholder approval of any such reimbursement.                         

Costs related to the solicitation of proxies include expenditures for printing, 
postage, legal services and other related items. Total expenditures are expected
to be approximately $500,000. Total payment of costs to date in furtherance of  
our proxy solicitation is approximately $200,000.                               

INFORMATION ABOUT THE PARTICIPANTS

The Participants are or may be deemed to be participants in the solicitation of 
proxies by the Shareholders Group for the Stockholders Meeting within the       
meaning of the federal securities laws. Information related to the Participants,
including their beneficial ownership of Cybernet common stock, is set forth in  
ANNEX A to this proxy statement and is incorporated into this proxy statement by
reference. Except as set forth in ANNEX A, none of the Participants is party to 
any commercial dealing with Cybernet or its subsidiaries that is                

- 18 -

PRRN14A 20th Page of 29 TOC 1st Previous Next Bottom Just 20th

required to be discussed in this proxy statement by the federal securities laws.
Information in this proxy statement about each Participant was provided by that 
Participant.                                                                    

INFORMATION ABOUT CYBERNET

Based upon Cybernet's quarterly report on Form 10-Q for the period ended        
September 30, 2001, the mailing address of the principal executive offices of   
Cybernet is Stefan-George-Ring 19-23, 81929 Munich, Germany.                    

Management's [preliminary proxy statement filed on February 7, 2002] was        
required to set forth information regarding: (i) the beneficial ownership of    
securities of Cybernet by: (A) any person known to Cybernet to beneficially own 
5% or more of any class of voting securities of Cybernet; (B) each director and 
executive officer of Cybernet; and (C) all directors and executive officers of  
Cybernet as a group; (ii) information concerning Cybernet's directors and       
management, including information relating to management compensation; and (iii)
information concerning the procedures for submitting stockholder proposals for  
consideration at the 2002 annual meeting of stockholders of Cybernet. Except as 
otherwise disclosed herein, reference is hereby made to such afore-mentioned    
information which, to the extent it may be deemed required, is incorporated     
herein pursuant to Rule 14a-5(c) under the Securities Exchange Act of 1934.     

Except as otherwise noted herein, the information in this proxy statement       
concerning Cybernet has been taken from or is based upon documents and records  
on file with the Securities and Exchange Commission and other publicly available
information. Although the Shareholders Group does not have any knowledge        
indicating that any statement contained herein is untrue, we do not take any    
responsibility for the accuracy or completeness of statements taken from public 
documents and records that were not prepared by or on behalf of the Shareholders
Group, or for any failure by Cybernet to disclose events that may affect the    
significance or accuracy of such information.                                   

OTHER MATTERS TO BE VOTED UPON

Except for the election of directors of Cybernet, the approval of the Cybernet  
1998 Incentive Option Plan and the ratification of the appointment of Ernst &   
Young Deutsche Allgemeine Treuhand AG as the corporate auditors of Cybernet for 
the 2000 and 2001 calendar years, the Shareholders Group is not aware of any    
other matter to be presented for consideration at the Stockholders Meeting.     
However, if any other matter properly comes before the Stockholders Meeting, the
persons named as proxies by the Shareholders Group will exercise their          
discretionary authority to vote on such matters in accordance with their best   
judgement. If the Shareholders Group becomes aware a sufficient time in advance 
of the Stockholders Meeting that Cybernet's management intends to present for   
stockholder vote at the Stockholders Meeting any matter not included on the     
enclosed YELLOW proxy card, the Shareholders Group intends to either: (i)       
refrain from voting on any such matter (in which case stockholders will only be 
able to vote on such matter on the proxy card furnished by Cybernet's           
management); or (ii) revise the YELLOW proxy card in order to include any such  
additional matter thereon. The Shareholders Group may also furnish stockholders 
with additional proxy materials describing any such additional matter. If       
stockholders voted or vote on the original YELLOW proxy card which does not     
include such additional matter, the persons named as proxyholders on the        
enclosed YELLOW proxy card will exercise their discretionary authority with     
respect to such additional matter and the Shareholders Group will advise        
stockholders as to how the proxyholders will use such discretionary authority.  
If a stockholder wishes to specify the manner in which his or her shares are to 
be voted on any such additional matter, the stockholder will have the           
opportunity to vote on a revised YELLOW proxy card. Submission of any properly  
executed proxy card will revoke all prior proxy cards.                          

- 19 -

PRRN14A 21st Page of 29 TOC 1st Previous Next Bottom Just 21st

 * * * * * *

Questions or requests for additional copies of this proxy statement should be   
directed to:                                                                    

MARLENE BRYL
 MFC CAPITAL PARTNERS AG
CHARLOTTENSTRASSE 59
 D-10117 BERLIN, GERMANY
TEL: (49 30) 20 94 58 00
FAX: (49 30) 20 94 58 11

WE URGE YOU TO VOTE YOUR SHARES IN FAVOR OF THE NOMINEES OF THE SHAREHOLDERS    
GROUP, AGAINST THE APPROVAL OF THE CYBERNET 1998 STOCK INCENTIVE PLAN AND IN    
FAVOR OF THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG DEUTSCHE          
ALLGEMEINE TREUHAND AG AS AUDITORS OF CYBERNET FOR THE                          

- 20 -

PRRN14A 22nd Page of 29 TOC 1st Previous Next Bottom Just 22nd

2000 AND 2001 CALENDAR YEARS BY SIGNING, DATING AND RETURNING THE ENCLOSED      
YELLOW PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.                        

Sincerely,                                                                      

MFC BANCORP LTD.                                       VENTEGIS CAPITAL AG      

PER: /S/ MICHAEL J. SMITH                              PER: /S/ KARSTEN HAESEN  
     -------------------------------------                  --------------------
MICHAEL J. SMITH                                       KARSTEN HAESEN 
PRESIDENT AND CHIEF EXECUTIVE OFFICER                  BOARD MEMBER   

February  , 2002                                                                

- 21 -

PRRN14A 23rd Page of 29 TOC 1st Previous Next Bottom Just 23rd

 ANNEX A

 INFORMATION CONCERNING THE SHAREHOLDERS GROUP
AND OTHER PARTICIPANTS

The following persons are or may be deemed to be participants (the              
"Participants" and, each, a "Participant") in the solicitation of proxies in    
support of electing the nominees of the Shareholders Group to the board of      
directors of Cybernet: (i) MFC; (ii) Ventegis; (iii) Holger Timm; and (iv) the  
nominees of the Shareholders Group: Roy Zanatta, Greg Elderkin, Michael J. Smith
and Eduard Seligman. Information set forth herein about each Participant was    
provided by that Participant.                                                   

MFC is a public corporation organized under the laws of the Yukon Territory,    
Canada with its common shares quoted on the Nasdaq National Market and on the   
Frankfurt Stock Exchange. MFC operates in the financial services industry,      
specializing in merchant banking internationally, and has an address at 17 Dame 
Street, Dublin 2, Ireland.                                                      

Ventegis is venture capital company, focusing on the biotechnology and          
information and communication fields. Ventegis is a German corporation with     
principal executive offices at Cicerostrasse 21, 10709 Berlin, Germany.         

Holger Timm is a member of the board of Berliner Effektengesellschaft AG. Mr.   
Timm has a business address at Kurfurstendamm 119, 10711 Berlin, Germany.       

A description of each nominee of the Shareholders Group, including name,        
business address, age, present principal occupation and five year business      
experience, is described in the proxy statement of the Shareholders Group under 
the heading "Election of Directors".                                            

SECURITY OWNERSHIP                                                              

The beneficial ownership of securities of Cybernet by the Participants is       
described in the following table. No Participant and no associate of any        
Participant (within the meaning of the federal proxy rules) beneficially owns   
any securities of Cybernet other than common stock as described in the following
table. No Participant beneficially owns any securities of any parent or         
subsidiary of Cybernet. No Participant has record but not beneficial ownership  
with respect to any securities of Cybernet.                                     

                                                                [Download Table]

                                                    APPROXIMATE    
                     SHARES BENEFICIALLY OWNED  PERCENTAGE OF CLASS
NAME                       COMMON STOCK            COMMON STOCK    
----                 -------------------------  -------------------
                                                                   
MFC Bancorp Ltd.(1)                                                
17 Dame Street             6,872,796(2)                25.9%       
Dublin 2, Ireland                                                  

---------                                                                       

(1)  MFC is a public corporation with its common shares quoted on the Nasdaq    
National Market and on the Frankfurt Stock Exchange. Based solely upon
   public records and filings, Peter Kellogg directly and/or indirectly owns
approximately 25% of the common shares of MFC. Mr. Kellogg disclaims  
beneficial ownership of approximately 92% of such common shares.      

 A-1

PRRN14A 24th Page of 29 TOC 1st Previous Next Bottom Just 24th

                                                                [Download Table]

                                                                     APPROXIMATE    
                                      SHARES BENEFICIALLY OWNED  PERCENTAGE OF CLASS
NAME                                        COMMON STOCK            COMMON STOCK    
----                                  -------------------------  -------------------
                                                                                    
Ventegis Capital AG (formerly                                                       
Cybermind Interactive Europe, AG)(3)         5,577,396(2)              21.0%        
Kurfurstendamm 119                                                                  
10711 Berlin, Germany                                                               

Holger Timm(4)                                                                      
Cicerostrasse 21                             1,295,400(2)              4.9%         
10709 Berlin, Germany                                                               


TRANSACTIONS IN CYBERNET SECURITIES                                             

Other than the transactions described below, no Participant has purchased or    
sold any securities of Cybernet in the past two years.                          

                                                        [Enlarge/Download Table]

                              TRANSACTIONS IN CYBERNET                                  
                                  SECURITIES BY MFC                                     
                              ------------------------                                  
                                                                    NUMBER AND TYPE OF  
DATE OF TRANSACTION            NATURE OF TRANSACTION              SECURITIES OF CYBERNET
-------------------            ---------------------              ----------------------
                                                                                        
November 2, 2001     Was granted voting rights over shares                6,872,796     
                     beneficially owned by Holger Timm and                              
                     Ventegis pursuant to an agreement dated for                        
                     reference October 29, 2001                                         

                                                        [Enlarge/Download Table]

                              TRANSACTIONS IN CYBERNET                                      
                               SECURITIES BY VENTEGIS                                       
                              ------------------------                                      
                                                                    NUMBER AND TYPE OF      
DATE OF TRANSACTION            NATURE OF TRANSACTION              SECURITIES OF CYBERNET    
-------------------            ---------------------              ----------------------    
                                                                                            
January 10, 2000     Converted preferred stock, series A and      1,440,000 shares of common
                     preferred stock, series B into common stock  stock                     
                     on a one-for-one basis                                                 

------------                                                                    
(2)  On November 2, 2001, MFC was granted voting rights over 1,295,400 and      
   5,577,396 shares of common stock of Cybernet beneficially owned by Holger
     Timm and Ventegis, respectively, pursuant to an agreement among MFC, Holger
     Timm, Ventegis, and Consors Capital Bank AG dated for reference October 29,
2001.                                                                 

(3)  The dispositive power over the shares of Cybernet beneficially owned by    
    Ventegis is exercised by the directors and executive officers of Ventegis.
    The executive board of Ventegis is comprised of Karsten Haesen and Carsten
  Dujesiefken and the supervisory board of Ventegis is comprised of Holger
Timm, Klaus Gerd Kleversaat and Wolfgang Hermanni.                    

(4)  Holger Timm is a minority shareholder of Ventegis and a member of its      
   supervisory board of directors. However, Holger Timm disclaims beneficial
 ownership of any securities of Cybernet beneficially owned by Ventegis.

A-2 

PRRN14A 25th Page of 29 TOC 1st Previous Next Bottom Just 25th

                                                        [Enlarge/Download Table]

                                                                    NUMBER AND TYPE OF      
DATE OF TRANSACTION            NATURE OF TRANSACTION              SECURITIES OF CYBERNET    
-------------------            ---------------------              ----------------------    
                                                                                            
January 2, 2001      Converted preferred stock, series A and      2,880,000 shares of common
                     preferred stock, series B into common stock  stock                     
                     on a one-for-one basis                                                 

November 2, 2001     Granted voting rights over common stock to   5,577,396 shares of common
                     MFC pursuant to an agreement dated for       stock                     
                     reference October 29, 2001                                             

                                                        [Enlarge/Download Table]

                             TRANSACTIONS IN CYBERNET                                              
                             SECURITIES BY HOLGER TIMM                                             
                             ------------------------                                              
                                                                    NUMBER AND TYPE OF             
DATE OF TRANSACTION           NATURE OF TRANSACTION               SECURITIES OF CYBERNET           
-------------------           ---------------------               ----------------------           
                                                                                                   
December 31, 1999    Sold common stock in a private transaction    43,000 shares of common stock   

January 10, 2000     Converted preferred stock, series A into      30,375 shares of common stock   
                     common stock on a one-for-one basis                                           

November 9, 2000     Acquired common stock at a price of DM 0.28   172,000 shares of common stock  
                     per share pursuant to a stock purchase                                        
                     agreement dated April 28, 1997 in which                                       
                     such shares were sold to an employee of                                       
                     Cybernet and were to revert back to Holger                                    
                     Timm upon termination of the employee's                                       
                     employment contract                                                           

January 2, 2001      Converted preferred stock, series A into      60,750 shares of common stock   
                     common stock on a one-for-one basis                                           

November 2, 2001     Granting voting rights over common stock to   1,295,400 shares of common stock
                     MFC pursuant to an agreement dated for                                        
                     reference October 29, 2001                                                    

ARRANGEMENTS, INTERESTS AND TRANSACTIONS                                        

Except as otherwise disclosed herein, no Participant is, or was within the past 
year, a party to any contract, arrangement or understanding with any person with
respect to any securities of Cybernet, including, but not limited to, joint     
ventures, loan or option arrangements, puts or calls, guarantees                

A-3 

PRRN14A 26th Page of 29 TOC 1st Previous Next Bottom Just 26th

against loss or guarantees of profit, division of losses or profits, or the     
giving or withholding of proxies.                                               

Except as otherwise disclosed herein, no Participant, no associate of any       
Participant and no person who is a party to any arrangement or understanding    
pursuant to which a nominee of the Shareholders Group is proposed to be elected 
has any arrangement or understanding with any person with respect to any future 
employment by Cybernet or its affiliates or with respect to any future          
transactions to which Cybernet or any of its affiliates will or may be a party. 

MFC, Ventegis and Holger Timm have or may be deemed to have interests in the    
solicitation of proxies in support of the nominees of the Shareholders Group    
from beneficial ownership of the common stock of Cybernet. Participants who are 
nominees of the Shareholders Group are expected to receive customary            
compensation from Cybernet in exchange for their services as directors, if      
elected. The nominees of the Shareholders Group also have an interest in the    
solicitation through the forms of compensation described in the proxy statement 
of the Shareholders Group under the heading "Election of Directors".            

There has been no transaction or series of similar transactions since the       
beginning of Cybernet's last completed fiscal year, and there is no currently   
proposed transaction or series of similar proposed transactions, to which       
Cybernet or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any Participant or any associate of any   
Participant had, or will have, a direct or indirect material interest.          

ADDITIONAL INFORMATION ABOUT THE NOMINEES OF THE SHAREHOLDERS GROUP             

No nominee of the Shareholders Group presently holds any position with Cybernet.

Except as otherwise disclosed herein, there is no arrangement or understanding  
between any nominee of the Shareholders Group and any other person pursuant to  
which the nominee of the Shareholders Group was selected as a nominee.          

There is no family relationship (within the meaning of the federal securities   
laws) between any nominee of the Shareholders Group and: (i) any other nominee  
of the Shareholders Group; or (ii) any director of Cybernet, executive officer  
of Cybernet or person nominated by Cybernet to become a director or executive   
officer. There is, and has been, no legal or other proceeding involving any     
nominee of the Shareholders Group that is required to be disclosed under the    
federal proxy rules.                                                            

No nominee of the Shareholders Group: (i) has any business relationship that is 
required to be disclosed by the federal proxy rules; (ii) has had any such      
relationship since the beginning of Cybernet's most recently completed fiscal   
year; or (iii) has, since the beginning of Cybernet's last completed fiscal     
year, been indebted to Cybernet or any of its subsidiaries in an amount that    
exceeds $60,000.                                                                

No nominee of the Shareholders Group and no associate of any nominee of the     
Shareholders Group has received any compensation from Cybernet as a director or 
executive officer of Cybernet.                                                  

A-4 

PRRN14A 27th Page of 29 TOC 1st Previous Next Bottom Just 27th

No nominee of the Shareholders Group has failed to file reports related to      
Cybernet that are required by Section 16(a) of the Securities Exchange Act of   
1934, as amended.                                                               

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

Michael J. Smith, a nominee of the Shareholders Group, is the President, Chief  
Executive Officer and a director of MFC and a director and/or officer of certain
of MFC's subsidiaries. MFC does not have a compensation committee and its       
executive compensation program is administered by its Chief Executive Officer   
under the supervision of its board of directors. Roy Zanatta, a nominee of the  
Shareholders Group, is the Secretary and a director of MFC and a director and/or
officer of certain of MFC's subsidiaries.                                       

A-5 

PRRN14A 28th Page of 29 TOC 1st Previous Next Bottom Just 28th

APPENDIX

 YELLOW PROXY CARD

CYBERNET INTERNET SERVICES INTERNATIONAL, INC.

 PROXY FOR THE MEETING OF STOCKHOLDERS
TO ELECT DIRECTORS
SCHEDULED TO BE HELD ON MARCH 8, 2002 

 THIS PROXY IS SOLICITED BY MFC BANCORP LTD. AND VENTEGIS CAPITAL AG
 (NOT BY THE BOARD OF DIRECTORS OF
 CYBERNET INTERNET SERVICES INTERNATIONAL, INC.)

The undersigned stockholder of Cybernet Internet Services International, Inc.   
("Cybernet") hereby appoints Michael J. Smith and Eduard Seligman, and each of  
them, as attorneys and proxies, each with full power of substitution and        
revocation, acting unanimously or by either of them if only one be present and  
acting, to represent the undersigned at the meeting (the "Meeting") of          
Stockholders to elect directors of Cybernet scheduled to be held on March 8,    
2002, and at any adjournment, postponement or rescheduling thereof, with        
authority to vote all shares held or owned by the undersigned in accordance with
the directions indicated herein.                                                

Receipt of the Proxy Statement relating to the Meeting is hereby acknowledged.  

THIS PROXY, WHEN PROPERLY EXECUTED, WILL CAUSE YOUR SHARES OF CYBERNET WHICH YOU
WOULD BE ENTITLED TO VOTE IF PERSONALLY PRESENT AT THE MEETING TO BE VOTED AS   
YOU DIRECT. IF YOU RETURN THIS PROXY, PROPERLY EXECUTED, WITHOUT SPECIFYING A   
CHOICE, YOUR SHARES OF CYBERNET WILL BE VOTED IN FAVOR OF THE NOMINEES LISTED ON
THE REVERSE SIDE IN PROPOSAL 1, AGAINST THE APPROVAL OF THE CYBERNET 1998 STOCK 
INCENTIVE PLAN IN PROPOSAL 2 AND IN FAVOR OF THE RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG DEUTSCHE ALLGEMEINE TREUHAND AG IN PROPOSAL 3.                 

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)                SEE REVERSE SIDE

PRRN14A Last Page of 29 TOC 1st Previous Next Bottom Just 29th

PROPOSAL 1. To elect the director nominees listed below:                        

Class B nominee:     Roy Zanatta                              

/_/ FOR              /_/ WITHHOLD AUTHORITY                   

Class B nominee:     Greg Elderkin                            

/_/FOR               /_/ WITHHOLD AUTHORITY                   

Class C nominee:     Michael J. Smith                         

/_/FOR               /_/ WITHHOLD AUTHORITY                   

Class C nominee:     Eduard Seligman                          

/_/ FOR              /_/ WITHHOLD AUTHORITY                   

PROPOSAL 2.  To approve the Cybernet 1998 Stock Incentive Plan:                 

/_/FOR              /_/ AGAINST          /_/ ABSTAIN          

PROPOSAL 3. To ratify the appointment of Ernst & Young Deutsche Allgemeine      
Treuhand AG as corporate auditors for the 2000 and 2001 calendar years:         

/_/ FOR             /_/ AGAINST          /_/ ABSTAIN          

MFC BANCORP LTD. AND VENTEGIS CAPITAL AG RECOMMEND A VOTE "FOR" THE NOMINEES    
LISTED IN PROPOSAL 1 ABOVE, "AGAINST" THE APPROVAL OF THE CYBERNET 1998 STOCK   
INCENTIVE PLAN IN PROPOSAL 2 ABOVE AND "FOR" THE RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG DEUTSCHE ALLGEMEINE TREUHAND AG IN PROPOSAL 3 ABOVE.           

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR 
RESCHEDULING THEREOF AND IS UNKNOWN TO MFC BANCORP LTD. OR VENTEGIS CAPITAL AG  
AND THEIR REPRESENTATIVES A REASONABLE TIME BEFORE THE COMMENCEMENT OF THE      
SOLICITATION OF PROXIES BY MFC BANCORP LTD. AND VENTEGIS CAPITAL AG.            

Please mark, date and sign this Proxy, and return it in the enclosed            
return-addressed envelope. No postage is necessary.                             

PLEASE RETURN PROXY AS SOON AS POSSIBLE                                         

Dated: __________________________________                                       
(Be sure to date your Proxy)                                  

_________________________________________                                       
Number and Class of Shares                                                      

_________________________________________                                       
Name(s) of Stockholder(s)                                                       

_________________________________________                                       
Signature(s) of Stockholder(s)                                                  

NOTE: Signatures must correspond exactly with the name or names appearing on the
stock certificate(s). If stock is held in the name of more than one person, all 
holders should sign. When stock is held by joint tenants, both should sign. When
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 authorized person. The signer hereby revokes all proxies    
previously given by the signer to vote at the Meeting of Cybernet, and any      
adjournment, postponement or rescheduling thereof.

PRRN14A	1st Page of 29	TOC	Top	Previous	Next	Bottom	Just 1st

PRRN14A	2nd Page of 29	TOC	1st	Previous	Next	Bottom	Just 2nd

PRRN14A	3rd Page of 29	TOC	1st	Previous	Next	Bottom	Just 3rd

PRRN14A	4th Page of 29	TOC	1st	Previous	Next	Bottom	Just 4th

PRRN14A	5th Page of 29	TOC	1st	Previous	Next	Bottom	Just 5th

PRRN14A	6th Page of 29	TOC	1st	Previous	Next	Bottom	Just 6th

PRRN14A	7th Page of 29	TOC	1st	Previous	Next	Bottom	Just 7th

PRRN14A	8th Page of 29	TOC	1st	Previous	Next	Bottom	Just 8th

PRRN14A	9th Page of 29	TOC	1st	Previous	Next	Bottom	Just 9th

PRRN14A	10th Page of 29	TOC	1st	Previous	Next	Bottom	Just 10th

PRRN14A	11th Page of 29	TOC	1st	Previous	Next	Bottom	Just 11th

PRRN14A	12th Page of 29	TOC	1st	Previous	Next	Bottom	Just 12th

PRRN14A	13th Page of 29	TOC	1st	Previous	Next	Bottom	Just 13th

PRRN14A	14th Page of 29	TOC	1st	Previous	Next	Bottom	Just 14th

PRRN14A	15th Page of 29	TOC	1st	Previous	Next	Bottom	Just 15th

PRRN14A	16th Page of 29	TOC	1st	Previous	Next	Bottom	Just 16th

PRRN14A	17th Page of 29	TOC	1st	Previous	Next	Bottom	Just 17th

PRRN14A	18th Page of 29	TOC	1st	Previous	Next	Bottom	Just 18th

PRRN14A	19th Page of 29	TOC	1st	Previous	Next	Bottom	Just 19th

PRRN14A	20th Page of 29	TOC	1st	Previous	Next	Bottom	Just 20th

PRRN14A	21st Page of 29	TOC	1st	Previous	Next	Bottom	Just 21st

PRRN14A	22nd Page of 29	TOC	1st	Previous	Next	Bottom	Just 22nd

PRRN14A	23rd Page of 29	TOC	1st	Previous	Next	Bottom	Just 23rd

PRRN14A	24th Page of 29	TOC	1st	Previous	Next	Bottom	Just 24th

PRRN14A	25th Page of 29	TOC	1st	Previous	Next	Bottom	Just 25th

PRRN14A	26th Page of 29	TOC	1st	Previous	Next	Bottom	Just 26th

PRRN14A	27th Page of 29	TOC	1st	Previous	Next	Bottom	Just 27th

PRRN14A	28th Page of 29	TOC	1st	Previous	Next	Bottom	Just 28th

PRRN14A	Last Page of 29	TOC	1st	Previous	Next	Bottom	Just 29th

Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This PRRN14A Filing	Date	First	Last	Other Filings

	4/28/97	25
	11/5/98	16		S-1/A
	12/30/98	7
	12/31/98	6	7	20-F, 10-K405
	1/20/99	7
	1/29/99	7
	2/26/99	7
	3/31/99	7		3, 10-Q, 6-K, 8-A12G, 10-K405
	4/30/99	7
	5/17/99	6		10-Q, DEF 14A
	5/28/99	7
	6/30/99	7		10-Q/A, 10-Q, 6-K
	7/30/99	7		3
	8/31/99	7		4
	9/30/99	7		10-Q, 4/A, 6-K, 4
	10/29/99	7
	11/30/99	7		6-K, 4
	12/31/99	6	25	4, 20-F, 10-K405, 10-K405/A
	1/10/00	24	25	4
	1/31/00	7		4
	2/29/00	7		4
	3/31/00	7		6-K, 4, 10-Q
	4/28/00	7
	5/31/00	7		4, 6-K
	6/30/00	7		6-K, 4, 10QSB
	7/31/00	7
	8/31/00	7		4
	9/29/00	7
	10/31/00	7
	11/9/00	25
	11/30/00	7		4, 6-K
	12/29/00	7
	12/31/00	6	16	10-K405, 20-F/A, 20-F, 4, NT 10-K
	1/2/01	25
	1/31/01	7		4
	2/28/01	7		4
	3/30/01	7
	4/30/01	7
	5/7/01	13
	5/31/01	7		6-K
	6/29/01	7
	7/30/01	7
	8/31/01	7
	9/19/01	8
	9/28/01	7	13
	9/30/01	6	20	10-Q, NT 10-Q
	10/29/01	9	25	SC 13D
	10/31/01	7	10
	11/2/01	9	25
	11/13/01	9
	11/15/01	9	10	10-Q
	11/16/01	10		SC 13D/A, DEFA14A
	11/21/01	10		DFAN14A, PREC14A
	11/30/01	7
	12/3/01	10		DEFC14A, 6-K
	12/4/01	10		DFAN14A
	12/11/01	13
	12/17/01	10		PREC14A, PRE 14A
	12/19/01	10
	12/23/01	10
	12/29/01	10
	12/31/01	7	16	20-F, NT 10-K, 10-K
	1/1/02	11
	1/18/02	10
	1/24/02	11
	1/28/02	11
	1/31/02	7
	2/7/02	2	20	PRER14A
Filed On / Filed As Of	2/11/02
	2/18/02	2	11
	2/26/02	11
	2/28/02	10		PREC14A, PRE 14A
	3/8/02	2	28

Top				List All Filings

Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

KHD Humboldt Wedag International Ltd · PRRN14A · Cybernet Internet Services International Inc · On 2/11/02

Filed On 2/11/02 · SEC File 0-25677 · Accession Number 912057-2-4993

Revised Preliminary Non-Management Proxy Solicitation Material -- Contested Solicitation or Other Situation · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Revised Preliminary Non-Management Proxy Solicitation Material -- Contested Solicitation or Other Situation · Schedule 14A
Filing Table of Contents