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724 Solutions Inc · DEF 14A · For 4/25/02

Filed On 3/25/02 · SEC File 0-31146 · Accession Number 912057-2-11439

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

 3/25/02  724 Solutions Inc                 DEF 14A     4/25/02    1:41                                     Merrill Corp/FA

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Schedule 14a                                          41    223K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Common Shares Compensation of Directors Election of Directors Executive Compensation Interests of Insiders in Material Transactions Stock Option Committee Stock Option Exchange Program Stock Option Plans Summary Information Concerning Stock Option Plans
1	1st Page
8	Election of Directors
9	Common Shares
14	Executive Compensation
16	Stock Option Committee
"	Stock Option Plans
18	Summary Information Concerning Stock Option Plans
"	Stock Option Exchange Program
23	Compensation of Directors
32	Interests of Insiders in Material Transactions

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Sponsored Ads...

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

724 SOLUTIONS INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transactions 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.:

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(3) Filing Party:

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(4) Date Filed:_______________________________________________________________

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[LOGO -- 724 SOLUTIONS]

724 SOLUTIONS INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual Meeting of Shareholders of 724 SOLUTIONS
INC. (the "Corporation") will be held in the Glenn Gould Auditorium, Canadian
Broadcasting Centre, 250 Front Street West, Toronto, Ontario, Canada, on
Thursday, April 25, 2002 at the hour of 11:00 a.m. (EST), for the following
purposes:

1. To receive the Annual Report of the Corporation, the financial
statements of the Corporation contained therein as at and for
the year ended December 31, 2001 and the report of the
auditors thereon.

2. To elect directors to hold office until the next annual meeting of
shareholders or until their respective successors are elected.

3. To appoint KPMG LLP, Chartered Accountants, as independent
auditors for fiscal 2002 and to authorize the Board of
Directors to fix the remuneration of the auditors.

4. To transact such further and other business as may properly
come before the meeting or any adjournment or adjournments thereof.

A copy of the Corporation's Annual Report to Shareholders, Management
Information Circular and Proxy Statement and a form of proxy accompany this
Notice.

DATED at Toronto, this 14th day of March, 2002.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Karen Basian

Karen Basian

Chief Financial Officer, Senior Vice President
Corporate Services and Corporate Secretary

NOTE: SHAREHOLDERS WHO ARE UNABLE TO BE PRESENT IN PERSON AT THE MEETING ARE
REQUESTED TO FILL IN, DATE, SIGN AND RETURN, IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE, THE FORM OF PROXY ACCOMPANYING THIS NOTICE. IN ORDER TO BE VOTED,
PROXIES MUST BE RECEIVED BY THE CORPORATION, C/O ITS REGISTRAR AND TRANSFER
AGENT, COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 11TH FLOOR,
TORONTO, ONTARIO, M5J 2Y1, ATTENTION: STOCK TRANSFER DEPARTMENT, BY NO LATER
THAN 5:00 P.M. (EST) ON TUESDAY, APRIL 23, 2002 OR, IN THE CASE OF ANY
ADJOURNMENT OF THE MEETING, BY NO LATER THAN 5:00 P.M. (EST) ON THE SECOND
BUSINESS DAY IMMEDIATELY PRECEDING THE DATE OF SUCH ADJOURNED MEETING.

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724 SOLUTIONS INC.
10 YORK MILLS ROAD, 3RD FLOOR
TORONTO, ONTARIO
M2P 2G4

[LOGO -- 724 SOLUTIONS]

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT
RELATING TO THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 2002

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT IS FURNISHED IN
CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF 724 SOLUTIONS INC. (THE
"CORPORATION") OF PROXIES TO BE USED AT THE ANNUAL MEETING OF SHAREHOLDERS OF
THE CORPORATION (THE "MEETING") to be held on the 25th day of April, 2002, at
the time and place and for the purposes set forth in the Notice of Meeting
accompanying this Management Information Circular and Proxy Statement and at
any adjournment or adjournments thereof. It is expected that the solicitation
will be made primarily by mail. The costs of the solicitation will be borne
by us. Proxies may also be solicited personally by our directors, officers or
employees at nominal cost. This Management Information Circular and Proxy
Statement and the accompanying form of proxy and Annual Report to
Shareholders are expected to be first mailed to shareholders on or about
March 22, 2002.

UNLESS OTHERWISE INDICATED, INFORMATION CONTAINED HEREIN IS GIVEN AS OF
FEBRUARY 28, 2002 AND ALL DOLLAR AMOUNTS HEREIN ARE STATED IN UNITED STATES
DOLLARS. Management knows of no matters to come before the Meeting other than
the matters referred to in the accompanying Notice of Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are our directors and/or
officers. A shareholder desiring to appoint some other person to attend, act
and vote for him or her and on his or her behalf at the Meeting and at any
adjournments thereof may do so either by inserting that person's name in the
blank space provided in the form of proxy or by completing another proper
form of proxy and, in either case, delivering the completed proxy to us c/o
Computershare Investor Services Inc., our Registrar and Transfer Agent, at
100 University Avenue, 11th Floor, Toronto, Ontario, M5J 2Y1, Attention:
Stock Transfer Department, or returning it by mail in the envelope provided
for that purpose, in either case so that it is received by Computershare
Investor Services Inc. at the above-noted office by no later than 5:00 p.m.
(EST) on Tuesday, April 23, 2002, or, in the case of any adjournment of the
Meeting, by no later than 5:00 p.m. (EST) on the second business day
immediately preceding the date of such adjourned meeting.

The proxy must be signed by the shareholder, or by his or her attorney
authorized in writing, as his or her name appears on our register of
shareholders. If the shareholder is a corporation, the proxy must be executed
by an officer or attorney thereof duly authorized. A proxy may also be signed
by the shareholder or duly authorized attorney by electronic signature
(provided that such electronic signature permits reliable determination that
the document was created or communicated by or on behalf of the shareholder
or attorney, as the case may be).

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In addition to revocation in any other manner permitted by law, a proxy
given in connection with this solicitation may be revoked by instrument in
writing executed by the shareholder or by his or her attorney authorized in
writing or, if the shareholder is a corporation, by an officer or attorney
thereof duly authorized, or by electronic signature (provided that such
electronic signature permits reliable determination that the document was
created or communicated by or on behalf of the shareholder or attorney, as
the case may be) and either:

(i) deposited at or transmitted to, by telephonic or electronic
means, our registered office at any time up to and including
the last business day preceding the day of the Meeting, or any
adjournments thereof, at which the proxy is to be used; or

(ii) deposited with or transmitted to, by telephonic or electronic
means, the chairman of the Meeting on the day of the Meeting,
or any adjournments thereof.

Upon either of such deposits or transmittals, the proxy is revoked.

EXERCISE OF DISCRETION BY PROXIES

The persons named in the enclosed form of proxy will vote or withhold
from voting the shares in respect of which they are appointed on any ballot
that may be called for in accordance with the direction of the shareholders
appointing them and, if a shareholder specifies a choice with respect to any
matter to be acted upon, the shares shall be voted accordingly. IN THE
ABSENCE OF SUCH DIRECTION, SUCH SHARES WILL BE VOTED FOR ALL OF THE MATTERS
REFERRED TO IN ITEMS (A) AND (B) IN THE ACCOMPANYING FORM OF PROXY, ALL AS
STATED UNDER THE APPROPRIATE HEADINGS IN THIS MANAGEMENT INFORMATION CIRCULAR
AND PROXY STATEMENT.

THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE
PERSONS NAMED THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS
IDENTIFIED IN THE NOTICE OF MEETING AND WITH RESPECT TO OTHER MATTERS WHICH
MAY PROPERLY COME BEFORE THE MEETING. AS OF THE DATE OF THIS MANAGEMENT
INFORMATION CIRCULAR AND PROXY STATEMENT, MANAGEMENT OF THE CORPORATION KNOWS
OF NO SUCH AMENDMENTS, VARIATIONS OR OTHER MATTERS TO COME BEFORE THE
MEETING. HOWEVER, IF ANY SUCH AMENDMENTS, VARIATIONS OR OTHER MATTERS NOT NOW
KNOWN TO MANAGEMENT OF THE CORPORATION SHOULD PROPERLY COME BEFORE THE
MEETING, THE SHARES REPRESENTED BY THE PROXIES HEREBY SOLICITED WILL BE VOTED
THEREON IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSON OR PERSONS VOTING
SUCH PROXIES.

FINANCIAL STATEMENTS AND AUDITORS' REPORT

The Board of Directors will submit to the shareholders at the Meeting our
consolidated financial statements for the year ended December 31, 2001, and
the Auditors' Report thereon, but no vote by the shareholders with respect
thereto is required or proposed to be taken. A copy of these financial
statements and the Auditors' Report is included in our Annual Report to
Shareholders, which is being mailed to our shareholders together with this
Management Information Circular and Proxy Statement.

THE CORPORATION

We are a leading global provider of Internet infrastructure software that
enables the delivery of secure applications and mobile transaction solutions
across a wide range of Internet-enabled devices. We were incorporated in
1997, and introduced our initial financial services products in 1999.

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Since that time, we have also begun to offer brokerage, credit card, payments
and alerts solutions, in a variety of languages and currencies around the
world. Our suite of products and services enables companies to capitalize on
the mobile Internet by building, deploying and integrating personalized and
secure mobile payments and applications. In 2001, the company extended its
solutions to the mobile operator market, leveraging its Alerts Solutions, 724
Frameworks and Secure Payment Solutions. With critical security features
built in, our Wireless Internet Platform, 724 Frameworks and solutions can be
quickly implemented and integrated with existing systems and scaled or
expanded to accommodate future growth. We also enable our customers to more
rapidly introduce services with end-to-end customer support through our
global hosting provider, Computer Sciences Corporation.

Using our solutions, our customers can offer new, easy to use, highly
personalized, value-added services which leverage the flexibility and
convenience of the mobile Internet, while building stronger relationships
with their customers. Our customers currently include leading financial
institutions and we have entered into key strategic customer relationships
with two leading mobile network operator partners. With corporate offices in
Toronto, Canada, we have development and sales offices around the world,
including Australia, Hong Kong, Germany, the United Kingdom and the United
States.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Our authorized capital consists of an unlimited number of preference
shares, issuable in series, and an unlimited number of common shares ("Common
Shares"). Our shareholders ("Shareholders") are entitled to exercise one vote
in respect of each Common Share held. At all meetings of Shareholders, each
Common Share entitles the registered holder thereof to one vote, which may be
exercised in person or by proxy. Shares represented at the Meeting in person
or by proxy will be counted toward the existence of a quorum notwithstanding
their abstention or non-vote on certain matters. Abstentions and non-votes
with respect to a particular proposal will not be counted toward the total
number of votes cast, however, in determining whether the proposal receives
the necessary approval.

As at February 28, 2002, we had outstanding 58,417,447 Common
Shares, each carrying the right to one vote. No preference shares have
been issued.

We have fixed March 13, 2002 as the record date (the "Record Date") for
Shareholders entitled to receive notice of the Meeting. In accordance with
the provisions of the BUSINESS CORPORATIONS ACT (Ontario) (the "Act"), we
will prepare a list of Shareholders as at the close of business on the Record
Date. In accordance with the voting rights attaching to the Common Shares,
each Shareholder named in the list will be entitled to vote the shares shown
opposite his or her name on the said list, except to the extent that: (i) the
Shareholder has transferred any of his or her Common Shares after the Record
Date; and (ii) the transferee of those shares produces properly endorsed
share certificates or otherwise establishes that he or she owns the shares
and demands, not later than 10 days before the Meeting, that his or her name
be included on the list of Shareholders before the Meeting, in which case the
transferee will be entitled to vote his or her shares at the Meeting. The
failure of a Shareholder to receive the Notice of Meeting does not deprive
him or her of the right to vote at the Meeting.

To the knowledge of our directors and officers, as at February 28, 2002,
the only Shareholders beneficially owning, directly or indirectly, or
exercising control or direction over more than 5% of the Common Shares are as
set forth in the Principal Shareholders Table below. In addition, the table
sets forth the beneficial ownership of each of our directors and each of our
executive officers named in the Summary Compensation Table below, as well as
all of our directors and executive officers as a group. Percentage ownership
is based upon 58,417,447 Common Shares outstanding as of February 28, 2002.
For purposes of this table, the term "beneficial ownership" includes
outstanding Common Shares, as well as

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Common Shares issuable upon exercise of vested options, and options that vest
within 60 days of February 28, 2002.

PRINCIPAL SHAREHOLDERS TABLE
NUMBER OF
NAME OF SHAREHOLDER COMMON SHARES PERCENT OF CLASS
------------------------------------- ------------------- ------------------
Sonera Corporation (1) 6,400,000 11.0%
P.O. Box 106, FIN-00051
Sonera, Teollisuukatu 15
Helsinki, Finland

Austin Ventures (2) 4,790,471 8.2%
701 N. Brazos Street, Suite 1400
Austin, Texas 78701

Bank of Montreal 3,930,135 6.7%
First Canadian Place, 21st Floor
Toronto, Ontario M5X 1A1

Citigroup Inc. (3) 3,531,500 6.1%
425 Park Avenue
New York, New York 10043

Bank of America Corporation (4) 3,251,861 5.6%
Bank of America Corporate Center
100 North Tryon Street
NC1-007-23-11
Charlotte, North Carolina 28255

Blue Sky Capital Corporation (5) 3,205,000 5.5%
c/o 724 Solutions Inc.
10 York Mills Road, 3rd Floor
Toronto, Ontario M2P 2G4

John J. Sims (6) 812,220 1.4%

Harald Sammer(7) 698,887 1.2%

Christopher E. Erickson (8) 376,833 *

Karen Basian (9) 164,800 *

Peter Klante(10) 161,625 *

Alistair Rennie(11) 72,332 *

Lloyd F. Darlington(12) 7,125 *

Glenn Barrett(13) 13,825 *

James D. Dixon(14) 9,250 *

Barry J. Reiter(15) 4,000 *

Holger Kluge(16) 4,000 *

Joseph C. Aragona(17) 3,000 *

Charles M.B. Goldman(18) 3,000 *

Antti H.A. Vasara(19) 3,000 *

All directors and executive officers
as a group (15 persons) (20) 5,538,897 9.4%

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Notes to Principal Shareholders Table:

* - Less than 1%

(1) These Common Shares are held beneficially and of record by Sonera
SmartTrust Ltd., a wholly-owned subsidiary of Sonera Corporation. Antti
Vasara, a Director of the Corporation, is the acting Chief Executive
Officer and a member of the executive management team of Sonera
SmartTrust Ltd.
(2) The Common Shares indicated as beneficially owned by Austin Ventures
represent: (a) 4,659,425 Common Shares held by Austin Ventures VI, L.P.;
and (b) 131,046 Common Shares held by Austin Ventures VI Affiliates Fund,
L.P. The general partner of Austin Ventures VI, L.P. and Austin Ventures
VI Affiliates Fund, L.P. is AV Partners VI, L.P. The general partners of
AV Partners VI, L.P. are Joseph Aragona, Kenneth DeAngelis, Jeffery
Garvey, Ed Olkkola, John Thorton and Blaine Wesner. Each of the general
partners of AV Partners VI, L.P. disclaims beneficial ownership of the
Common Shares held by Austin Ventures VI, L.P. and Austin Ventures VI
Affiliates Fund, L.P., except to the extent of his pecuniary interest in
these Common Shares.
(3) These Common Shares are held of record by Citicorp Strategic Technology
Corporation. Citicorp Strategic Technology Corporation is a wholly-owned
subsidiary of Citicorp, which is a wholly-owned subsidiary of Citigroup
Holdings Company, which is a wholly-owned subsidiary of Citigroup Inc.
(4) Includes Common Shares beneficially held by NB Holdings Corporation,
NationsBanc Montgomery Holdings Corporation and Banc of America
Securities LLC, each of which is an affiliate of Bank of America
Corporation.
(5) Gregory Wolfond, a Director of the Corporation, is the sole director and
shareholder of Blue Sky Capital Corporation.
(6) Includes 222,685 Common Shares that, as of February 28, 2002, are subject
to an unvested share repurchase right in favour of us. 17,130 of these
Common Shares were released from the unvested share repurchase right on
March 1, 2002 and an additional 17,130 Common Shares will be similarly
released on the first day of every month thereafter. Also includes 82,298
Common Shares that are held in escrow under the terms of our acquisition
of TANTAU Software, Inc.
(7) Includes 222,685 Common Shares that, as of February 28, 2002, are subject
to an unvested share repurchase right in favour of us. 17,130 of these
Common Shares were released from the unvested share repurchase right on
March 1, 2002 and an additional 17,130 Common Shares will be similarly
released on the first day of every month thereafter. Also includes 82,298
Common Shares that are held in escrow under the terms of our acquisition
of TANTAU Software, Inc.
(8) Includes 338,333 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28, 2002.
(9) Includes 164,000 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28, 2002.
(10) Includes 74,079 Common Shares that, as of February 28, 2002, are subject
to an unvested share repurchase right in favour of us. 3,368 of these
Common Shares were released from the unvested share repurchase right on
March 1, 2002 and an additional 3,367 Common Shares will be similarly
released on the first day of every month thereafter. Also includes 16,177
Common Shares that are held in escrow under the terms of our acquisition
of TANTAU Software, Inc.
(11) Includes 72,332 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28, 2002.
(12) Includes 4,000 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28, 2002.
(13) Includes 13,625 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28, 2002.
(14) Includes 4,250 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28, 2002.
(15) Includes 4,000 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28, 2002.
(16) Consists of 4,000 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28, 2002.
(17) Consists of 3,000 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28,
2002. The 4,790,471 Common Shares held by Austin Ventures may be deemed
to be beneficially owned by Mr. Aragona due to his affiliation with these
funds. Mr. Aragona disclaims beneficial ownership of the Common Shares
held by Austin Ventures, except to the extent of his pecuniary interest
therein.
(18) Consists of 3,000 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28,
2002. Mr. Goldman may be deemed to be the beneficial holder of 1,012,713
Common Shares held by J.P. Morgan Partners (BHCA), L.P., due to his
affiliation with J.P. Morgan Partners, LLC. Mr. Goldman disclaims
beneficial ownership of the Common Shares held by J.P. Morgan Partners
(BHCA), L.P., except to the extent of his pecuniary interest therein.
(19) Consists of 3,000 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28, 2002.
(20) Includes 613,540 Common Shares issuable upon the exercise of presently
vested options or options that vest within 60 days from February 28, 2002.

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As of February 28, 2002, approximately 239 of the recordholders of our
Common Shares had addresses in the U.S. These holders owned 37,747,023 Common
Shares, or approximately 64.5% of our total issued and outstanding Common
Shares.

ELECTION OF DIRECTORS

At the date of this Management Information Circular and Proxy Statement,
our Articles provide for a flexible number of directors, subject to a minimum
of three and a maximum of 20. The number of directors within this range is to
be determined by the Board of Directors from time to time. On September 10,
2001 and September 12, 2001, respectively, the Board of Directors accepted
Robert S. Prichard's and Frederick T. White's resignations as directors. Mr.
Christopher Erickson was appointed to fill one of these vacancies on
September 11, 2001. As such, we currently have 10 directors whose terms of
office all expire at the Meeting, subject to the provisions of the Act.

In view of his other business commitments, Mr. Antti Vasara has advised
the Chairman of his decision not to stand for re-election to the Board of
Directors upon the expiry of his term of office at the Meeting and to resign
from the Board of Directors at that time. The Corporate Governance Committee
has examined our governance processes and has determined that our Board of
Directors should consist of 9 members. Accordingly, prior to the Meeting the
Board of Directors will fix the number of directors at 9, to be effective at
the commencement of the Meeting. The shareholders will be asked to elect 9
directors. A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF EVERY
COMMITTEE OF DIRECTORS MUST BE RESIDENTS OF CANADA WITHIN THE MEANING GIVEN
TO SUCH TERM IN THE ACT.

The persons named in the enclosed form of proxy intend to vote FOR the
election of the proposed nominees whose names are set forth in the table
below. The proposed nominees are all now members of the Board of Directors
and have been since the years indicated.

Proxies conferring authority to vote for the election of those
individuals to be nominated by management will be voted FOR the election of
all of the proposed nominees in the absence of directions from the
Shareholders granting such proxies to withhold from voting for one or more
proposed nominee(s). Management does not contemplate that any of the proposed
nominees will be unable to serve as a director but, if that should occur for
any reason prior to the Meeting, the form of proxy accompanying this
Management Information Circular and Proxy Statement confers on the persons
named in the proxy the right to vote for another nominee in their discretion.
In the election of directors, the 9 nominees receiving the highest number of
affirmative votes in respect of the Common Shares present, or represented and
voting (in person or by proxy) on the election of directors at the Meeting,
shall be elected as directors. Each director will hold office until the next
annual election of directors or until his or her successor is elected, unless
his or her office is earlier vacated.

Our Board of Directors does not have an executive committee. It is
required to have an audit committee. The current members of the Audit
Committee are Holger Kluge (Chairman), Joseph Aragona and Lloyd Darlington.
Mr. Aragona and Mr. Kluge are considered independent directors under Rule
4200(a)(14) of the NASDAQ National Market, and they satisfy the NASDAQ
National Market's requirements relating to the qualification of its members
and their required understanding of financial statements and financial
affairs.

Mr. Darlington is not considered an independent director for purposes of
such rules, as he is an executive officer of Bank of Montreal. Bank of
Montreal's payments to the Corporation for license fees and services exceeded
5% of the Corporation's consolidated gross revenues for each of the past
three years. The Board of Directors has evaluated this relationship and has
determined, in its business

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judgment, that the best interests of the Corporation and its shareholders are
served by Mr. Darlington's appointment to the Audit Committee. He has served
on the Board of Directors since 1998 and has extensive industry and financial
expertise. He is familiar with the Corporation's business model, license
agreements, revenue recognition policies and other important information
concerning its business and affairs that are critical to the Corporation's
financial statements and reporting processes. The Board of Directors has
determined, in its business judgment, that the relationship does not
interfere with Mr. Darlington's exercise of independent judgment. Mr.
Darlington satisfies the NASDAQ National Market's requirements relating to
the qualification of its members and the required understanding of financial
statements and financial affairs.

The membership of the Audit Committee complies with The Toronto Stock
Exchange Corporate Governance Guidelines, which are described in the
"Corporate Governance" section herein. See the "Corporate Governance" section
herein for a more detailed discussion of the Audit Committee, as well as a
discussion of the Board of Directors' other committees.

The following table sets forth the name of each person proposed to be
nominated for election to the Board of Directors at the Meeting, all
positions and offices of the Corporation currently held by him or her, his or
her principal occupation or employment at present and for at least the five
preceding years and the number of Common Shares beneficially owned, or over
which control or direction is exercised, as of February 28, 2002:

DIRECTORS TABLE

[Enlarge/Download Table]

COMMON SHARES
YEAR BENEFICIALLY OWNED OR
NAME, AGE AND POSITION BECAME OVER WHICH CONTROL OR
WITH THE CORPORATION PRINCIPAL OCCUPATION DIRECTOR DIRECTION IS EXERCISED(1)
-----------------------------------------------------------------------------------------------------------------------

GREGORY H. WOLFOND, 40, Chairman of our Board of Directors since April 1997 (2)
Chairman of our Board 1998. Mr. Wolfond co-founded the Corporation in
of Directors July 1997 and served as our Chief Executive Officer
from September 1997 until our acquisition of TANTAU
Software, Inc. in January 2001. In 1987, Mr.
Wolfond founded Footprint Software Inc. (a financial
services software company) where he helped to
develop systems designed for ease of use across
large financial institutions. IBM purchased
Footprint in May 1995 and Mr. Wolfond continued to
serve as Chief Executive Officer of Footprint until
July 1997. While at IBM, Mr. Wolfond helped develop
IBM's network computing technology for the financial
services industry. Mr. Wolfond has a BA in Computer
Science from the University of Western Ontario.

JOHN J. SIMS, 46, Our Chief Executive Officer since January 2001. 2001 (3)
Chief Executive Officer Mr. Sims, TANTAU Software, Inc.'s co-founder, served
and Director as its President and Chief Executive Officer from
inception until founding in February 1999, Mr. Sims
served as Chief Operating Officer of SCC
Communications Corp. (a U.S. telecommunications
support service company). From November 1985 until
November 1995, Mr. Sims served in several management
positions at Tandem Computers (a developer of
computer systems), including Vice President and
General Manager of Tandem's worldwide
telecommunications business. Mr. Sims also served
in various financial and general management
positions with the

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Burroughs Corporation (a manufacturer of computer
and related equipment) from June 1977 until November
1985. Mr. Sims holds an Accounting degree from the
University of Glasgow, Scotland. Mr. Sims was
initially appointed to the Board of Directors under
the terms of our merger agreement with TANTAU
Software, Inc.

CHRISTOPHER E. Mr. Erickson co-founded the Corporation with 2001 38,500
ERICKSON, 36, Director Mr. Wolfond. Mr. Erickson is currently a director
and Executive Vice and our Executive Vice President and Managing
President & Managing Director, EMEA. Mr. Erickson has served as
Director EMEA President, General Counsel, and as Executive Vice
President, Global Business Development. He served as
President from inception until our acquisition of
TANTAU in January 2001 and as a director between July
1998 and July 2000. Mr. Erickson was re-appointed to
our Board in September 2001. Mr. Erickson also served
as Corporate Secretary until October 2000. In 1989,
he founded Cygnus Computer Associates Ltd., a
software engineering firm that specialized in
developing client-server applications. While
continuing to act as President of Cygnus he joined
Fasken Campbell Godfrey, a Canadian law firm, as a
corporate/commercial technology lawyer in 1994. In
July 1997, he sold his interest in Cygnus and left
Fasken Campbell Godfrey to start 724 Solutions. He
has served as a director of the Washington, D.C.
based Computer Law Association and as Chairman of the
E-Commerce Subcommittee of the Investment Funds
Institute of Canada. He has also served as a director
of the Foundation for Responsible Computing and as a
director and general counsel to the Interactive
Multimedia Arts and Technologies Association. Mr.
Erickson is a graduate of the Computer Engineering
program (BSc) at the University of Waterloo, and of
the University of Toronto Law School (LLB). He is a
licensed professional engineer (PEng), and a lawyer
qualified to practice in Ontario.

LLOYD F. DARLINGTON, President and Chief Executive Officer, Emfisys (Bank 1998 3,125
57, Director of Montreal's technology division) and Head of
E-Business of Bank of Montreal (a Canadian chartered
bank) since November 2000. Mr. Darlington is also a
director of Cebra Inc. (an electronic commerce
company, wholly-owned by Bank of Montreal) and of
Symcor Inc. (a payment processing corporation). Mr.
Darlington was Chief Technology Officer and General
Manager of Bank of Montreal from May 1996 until
November 2000. Mr. Darlington began his career with
Bank of Montreal in 1967 and, since 1980, has held a
variety of executive positions. Most recently, he
served as Executive Vice President, Operations from
1989 to 1996. Mr. Darlington received a BA in
English and Psychology from McGill University and an
MBA (Hons.) from Concordia University.

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JAMES D. DIXON, 58, Mr. Dixon was President of bankofamerica.com from 1999 5,000
Director February 2000 until January 2002. Mr. Dixon
previously served as Group Executive of Bank of
America Technology and Operations between September
1998 and February 2000. From 1991 until the merger of
NationsBank Corporation and Bank America Corporation,
Mr. Dixon served as President of NationsBank
Services, Inc. Prior to that, he served as Chief
Financial Officer of C&S/Sovran Corporation (a
predecessor to NationsBank).

HOLGER KLUGE, 60, Mr. Kluge was President, Personal and Commercial 2000 -
Director Bank, of Canadian Imperial Bank of Commerce ("CIBC")
from 1990 until he retired in May 1999. Mr. Kluge
joined CIBC in 1959 and held various management
positions in the CIBC branch system in Canada and in
corporate and international banking in Singapore,
Japan and Hong Kong. Mr. Kluge's current
directorships include Husky Energy Inc. (an oil
and gas company), Hutchison Telecommunications
(Australia) Ltd. (a telecommunications
infrastructure company), Tom.com Limited (a
China-oriented multi-media firm), Polyphalt Inc., (a
licensor of polymer modified asphalt (Bitumen)
technology), Fincentric Inc. (a developer of
software solutions for the global financial services
industry), and Hong Kong Electric Group (a utility
company).

BARRY J. REITER, 53, Chairman of the Technology Group and a member of the 2000 -
Director Executive Committee at Torys LLP (an international
law firm). Mr. Reiter is also currently Chairman of
Algorithmics Inc. (a developer and provider of
financial risk management software) and Battery
Technologies Inc. (a developer of rechargeable
batteries technology), and a director of Alliance
Atlantis Communications Inc. (a broadcaster, creator
and developer of filmed entertainment), Eco Waste
Solutions Inc. (a manufacturer of eco-friendly waste
oxidizer systems), RBC Technology Ventures Inc. (a
Canadian venture group), Lorus Therapeutics Inc. (a
Canadian biopharmaceutical company), Avotus (a
telephony infrastructure and network management
company), Telepanel Systems Inc. (a manufacturer of
products for ESL systems for use in the retail
industry) and the Webhelp group of companies. Prior
to joining Torys, Mr. Reiter was a law professor at
the Faculty of Law, University of Toronto.

JOSEPH C. Served on TANTAU Software, Inc.'s Board of Directors 2001 -
ARAGONA(4), 45, from April 1999 until our acquisition of TANTAU
Director Software, Inc. in January 2001. Mr. Aragona is a
General Partner of Austin Ventures (a U.S. venture
capital firm), which he joined in 1982. Mr. Aragona
has a BA in Economics from Harvard University and an
MBA degree from the Harvard University School of
Business Administration. Mr. Aragona was initially
appointed to the Board of Directors under the terms
of our acquisition agreement with TANTAU Software,
Inc., which provided that four members of the Board
of Directors selected by TANTAU Software, Inc. would
be appointed on completion of the transaction.

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CHARLES M. B. Served on Tantau's Board of Directors from June 2000 2001 -
GOLDMAN(5), 33, until our acquisition of TANTAU Software, Inc. in
Director January 2001. Mr. Goldman has been a Principal of
J.P. Morgan Partners, LLC (a global private equity
organization) since 1999 and currently sits on the
Board of Directors of USA.net (a global e-messaging
service provider) and iWon (an Internet portal and
cash sweepstakes Web site). From 1990 to 1992, Mr.
Goldman worked with the Global Finance Department of
Dillon, Read & Co. (an investment banking firm). From
1992 to 1994, and again in 1996, until becoming a
Principal in 1999, Mr. Goldman was an associate at
Chase Capital Partners (now J.P. Morgan Partners).
Mr. Goldman also worked with the consumer long
distance division of Sprint in 1995. Mr. Goldman
holds a BA from the University of Pennsylvania, a BS
from Wharton School of the University of Pennsylvania
and an MBA from the Harvard Business School. Mr.
Goldman was initially appointed to the Board of
Directors under the terms of our acquisition
agreement with TANTAU Software, Inc., which provided
that four members of the Board of Directors selected
by TANTAU Software, Inc. would be appointed on
completion of the transaction.

-------------------
Notes:
(1) The information as to Common Shares beneficially owned or controlled, not
being within the knowledge of the Corporation, has been furnished by the
proposed nominees.
(2) See "Voting Shares and Principal Shareholders Thereof" for details of
Common Shares owned or controlled by entities related to Mr. Wolfond.
(3) Includes 222,685 Common Shares that, as of February 28, 2002, are subject
to an unvested share repurchase right in favour of us. 17,130 of these
Common Shares were released from the unvested share repurchase right on
March 1, 2001 and an additional 17,130 Common Shares will be similarly
released on the first day of every month thereafter. Also includes 82,298
Common Shares that are held in escrow pursuant to the terms of our merger
agreement with TANTAU Software, Inc.
(4) Mr. Aragona may be deemed to be the beneficial holder of 4,790,471 Common
Shares held by Austin Ventures due to his affiliation with these funds. Mr.
Aragona disclaims beneficial ownership of the Common Shares held by Austin
Ventures, except to the extent of his pecuniary interest therein.
(5) Mr. Goldman may be deemed to be the beneficial holder of 1,012,713 Common
Shares held by J.P. Morgan Partners (BHCA), L.P., due to his affiliation
with J.P. Morgan Partners, LLC. Mr. Goldman disclaims beneficial ownership
of the Common Shares held by J.P. Morgan Partners (BHCA), L.P., except to
the extent of his pecuniary interest therein.

As at February 28, 2002, our directors and officers (including
non-executive officers), as a group, together with members of their
respective families and entities related to them, directly or indirectly,
owned of record or beneficially, or exercised control or direction over, an
aggregate of 4,924,357 Common Shares (representing approximately 8.4% of the
outstanding Common Shares) and options for the purchase of a total of 613,540
Common Shares are presently vested, or will vest within 60 days of February
28, 2002, in the directors and officers. In addition, as at February 28,
2002, our directors and officers held stock options in respect of an
aggregate of 847,464 Common Shares, which have not yet vested. If all such
securities were exercised, such persons would own an additional 1,461,004
Common Shares and would hold, on a when-issued basis, approximately an
additional 2.3% of the outstanding shares.

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EXECUTIVE OFFICERS

The following sets forth information about our executive
officers:

JOHN J. SIMS. Mr. Sims has served as our Chief Executive
Officer since January 2001. For information regarding Mr. Sims' background,
please see the directors' table under the caption "Election of Directors"
above.

KAREN BASIAN. Ms. Basian, 39, is currently our Chief
Financial Officer and Senior Vice President, Corporate Services and Corporate
Secretary. She joined us as Chief Financial Officer in February 1999. In
September 1994, she joined Frito-Lay as Finance Director of Hostess
Frito-Lay, and became Director of Strategic Planning for Frito-Lay North
America in July 1995. She served as Chief Financial Officer and Vice
President, Finance at Hostess Frito-Lay from September 1996 to February 1999.
She has also held positions with Bain & Company, from March 1989 to August
1994, where she served as a consultant, and with Deloitte & Touche, from
September 1984 to December 1987, where she specialized in international tax.
Ms. Basian has an Honours degree in Business Administration from the
University of Western Ontario, an MBA from IMEDE, Lausanne, Switzerland and
is a Chartered Accountant.

HARALD SAMMER. Mr. Sammer, 50, has served as our Chief
Technology Officer since January 2001. Mr. Sammer, a TANTAU co-founder,
served as Tantau's Executive Vice President and Chief Technology Officer from
inception until our acquisition of TANTAU in January 2001. Beginning in June
1996, Mr. Sammer served as Vice President and General Manager of the Tektonic
Business Unit for Tandem Computers. Mr. Sammer continued to serve in that
position after Tandem was acquired by Compaq, until Tantau's founding in
February 1999. Mr. Sammer also held the position of Director of Tandem's High
Performance Research Center between June 1986 and June 1996. Mr. Sammer holds
an Engineering degree in Communications Technology from Hohere Technische
Bundeslehr und Versuchsanstalt in Modling, near Vienna, Austria.

CHRISTOPHER E. ERICKSON. Mr. Erickson co-founded the
Corporation with Mr. Wolfond. Mr. Erickson is currently our Executive Vice
President and Managing Director, EMEA. For information regarding Mr.
Erickson's background, please see the directors' table under the caption
"Election of Directors" above.

ALISTAIR RENNIE. Mr. Rennie, 36, is currently our Senior
Vice President Marketing and Corporate Development. Prior to that, he was our
General Manager, Applications Business Unit, since the acquisition of TANTAU,
in January 2001. He joined us in April 1999 as Senior Vice President of
Marketing, and was promoted to Executive Vice President of Marketing in March
2000. In 1989, Mr. Rennie joined IBM as a business analyst, and held various
product management and marketing positions with IBM, becoming Program
Director, Applications Server Marketing in 1997, until his departure in April
1999. Mr. Rennie has a BA in Economics and an Honours degree in Business
Administration from the University of Western Ontario.

PETER KLANTE. Mr. Klante, 39, is currently our Senior Vice
President Product Group. Prior to that, he was our General Manager, Platform
Business Unit since January 2001. Mr. Klante served as Tantau's Vice
President of Marketing from inception until our acquisition of Tantau in
January 2001, where he was responsible for all of Tantau's worldwide
marketing initiatives. Between April 1998 and October 1999, Mr. Klante served
as Vice President, Marketing for Vignette Corporation. Mr. Klante served as
Vice President of Marketing for Fulcrum Technologies between May 1996 and
March 1998. Between January 1994 and April 1996, Mr. Klante held several key
positions, including Senior Director

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of Notes Products, for Lotus Development. Mr. Klante holds a Mathematics
degree in Computer Science and Business Administration from the University of
Waterloo.

GLENN BARRETT. Mr. Barrett, 40, is currently our Vice
President Finance and Control. Mr. Barrett joined 724 Solutions in June
2000. Prior to that time, Mr. Barrett held a number of positions with
Canadian Tire Corporation, Limited during his 13-year tenure with that
company. Mr. Barrett is a Chartered Accountant and holds a Bachelor of
Commerce from the University of Toronto.

EXECUTIVE COMPENSATION

REPORT ON EXECUTIVE COMPENSATION

Our Human Resources and Compensation Committee is
responsible for reviewing and making recommendations to the Board of
Directors concerning the terms of the compensation packages provided to
senior executive officers, including salary, bonus and awards under any new
compensation plans that we may adopt in the future. The Human Resources and
Compensation Committee also supervises the Stock Option Committee's
administration of our 2000 Stock Option Plan and establishes guidelines for
the Stock Option Committee with respect to the granting of options to our
employees and consultants.

Our executive compensation policies have been designed to
attract, motivate and retain the key talent necessary for us to be successful
in the highly competitive business environment in which we operate. Such
policies have been designed to recognize and reward individual performance
and provide compensation levels which are competitive with Canadian and U.S.
companies of comparable size and type, and which face similar operating and
financial issues.

The Human Resources and Compensation Committee's policy is
to offer our executive officers competitive compensation opportunities based
on overall company performance, individual contribution to our financial
success and their personal performance in helping to build our company and
position it for long-term growth. In making its determinations, the Human
Resources and Compensation Committee also considers reports from independent
professional compensation advisors. The compensation for the Chief Executive
Officer and certain other of our executive officers is decided in accordance
with these compensation policies and with consideration to the employment
agreements that we have entered into with them.

The key components of each executive officer's compensation
package are: (i) base salary; (ii) short-term compensation incentives; and
(iii) long-term compensation incentives.

BASE SALARY

Executives' salaries and benefits are intended to
approximate median competitive levels for similar positions in comparable
Canadian and U.S. technology companies. Consideration is given by the Human
Resources and Compensation Committee to the particular executive officer's
experience, personal performance, leadership, contribution to our business
generally and achievement of annual specific objectives.

SHORT-TERM COMPENSATION INCENTIVES

Certain executive officers receive a portion of their
annual compensation in the form of bonuses. Bonuses are subject to the
executive's overall contribution and performance and will be subject

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to achieving certain annual operating targets that are currently being
developed by the Human Resources and Compensation Committee. For the year
ended December 31, 2001, it was decided by the Human Resources and
Compensation Committee that no bonuses would be paid given the performance
against annual operating targets.

LONG-TERM COMPENSATION INCENTIVES

Our long-term incentive compensation for executive officers
is provided through grants of stock options under our stock option plans. See
"Stock Option Plans" below for details regarding these plans. Our stock
option plans are administered by the Stock Option Committee of our Board of
Directors, subject to option grant guidelines that were developed by the
Human Resources and Compensation Committee. The number of stock options
granted is based on each individual's salary range, responsibility and
performance, and takes into account the number and terms of stock options
that have been previously granted to that individual.

In January 2002, our Board determined that many of our
outstanding options had exercise prices that were significantly higher than
the current market price of our Common Shares. Given the uncertainty of
current market conditions, our Board determined that employees may have
believed that their opportunity to realize any value from existing options
was limited. By making the offer to exchange eligible options described under
"Summary Information Concerning Stock Option Plans - Stock Option Exchange
Program", we sought to provide our employees with the benefit of owning
options that over time may have a greater potential to increase in value, to
create better performance incentives for employees and to maximize
shareholder value.

The stock option exchange program was designed to comply
with FASB Interpretation No. 144, "Accounting for Certain Transactions
Involving Stock Compensation" and is not expected to result in any additional
compensation charges or variable award accounting.

Senior executives who have joined us other than the named
executives referred to in the Summary Compensation Table below have each
received option grants, in accordance with option grant criteria developed by
the Human Resources and Compensation Committee with the advice of employment
benefits consultants.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Gregory Wolfond served as Chief Executive Officer from
September 1997 until January 2001, when we completed our acquisition of
TANTAU Software, Inc. He continues to serve as Chairman. His salary was
determined based on negotiations with the Board of Directors in August 1999
and took the form of base salary and bonuses.

John Sims was appointed Chief Executive Officer by the
Board of Directors in January 2001. His initial salary was determined based
on negotiations with us in November 2000. His future compensation will take
the form of base salary, bonuses and stock options. Any future bonus payments
will depend upon job performance, our financial performance, the duties and
responsibilities of the Chief Executive Officer, and external competitive pay
practices of other Canadian and U.S. companies of comparable size and type.
The comparison of the Chief Executive Officer's compensation to similar
Canadian and U.S. companies involves a number of factors, including the
relative size of the companies, their financial performance and share price,
the duties of the Chief Executive Officer and other circumstances the Human
Resources and Compensation Committee considers relevant in making its
determination based on advice obtained from time to time from employment
benefits consultants.

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EXECUTIVE COMPENSATION

The compensation of our other executive officers is
determined by the Human Resources and Compensation Committee. Other than
salaries set by employment agreements, salaries are set by the Committee
based on the recommendation of the Chief Executive Officer. In making its
determinations, the Committee considers reports from independent professional
compensation advisors, the executive's experience and established or expected
performance. Benefits and other compensation are also provided to executives.

This report is presented by the members of the Human
Resources and Compensation Committee, namely:

Lloyd F. Darlington, Chairman
James D. Dixon
Gregory H. Wolfond

STOCK OPTION COMMITTEE

The Stock Option Committee administers our capped-off stock
option plans, including our Canadian Stock Option Plan and our U.S. Stock
Option Plan (which plans govern stock options granted prior to our initial
public offering and are collectively referred to as the "Pre-IPO Plans"), the
Ezlogin Plan and the Tantau Plan (which plans govern the stock options
granted prior to our acquisitions of ezlogin.com, Inc. in June 2000 and of
TANTAU Software, Inc. in January 2001). Upon completion of the initial public
offering, no further grants were made, nor will any further grants be made,
under the Pre-IPO Plans. The Stock Option Committee has, since the completion
of the initial public offering, administered the ongoing grants under the
2000 Plan, subject to guidelines determined by the Human Resources and
Compensation Committee.

STOCK OPTION PLANS

Our Stock Option Plans are designed to motivate, attract
and retain our directors, officers, key employees and consultants and to
align their interests with those of our Shareholders.

CANADIAN STOCK OPTION PLAN. The Canadian Stock Option Plan
was adopted in September 1997 and provides for the grant of options to our
employees, officers, directors, consultants and advisors. All options granted
under the plan have a maximum term of 10 years and have an exercise price per
share of no less than the fair market value of the Common Shares on the date
of the option grant, as determined by the Board of Directors or a duly
authorized committee on that date. If an optionee's employment, directorship
or consulting relationship with us is terminated without cause, the vested
portion of any grant will remain exercisable until the expiration date of the
stock option. In the event of termination for cause, the vested portion of
any grant will remain exercisable for a period of 30 days after the date of
termination. Unvested options will expire on termination unless the options
would have vested within six months or within the required statutory notice
period following a termination without cause, whichever is earlier, or within
one year if termination is due to death or disability. If a change of control
of our company occurs, all options become immediately vested and exercisable.
If an optionee under the Canadian Stock Option Plan ceases to be our employee
or consultant, we are entitled to exercise our call right to repurchase all
options beneficially owned by the optionee. Upon completion of the initial
public offering, no further grants were made nor will any further grants be
made, under the Canadian Stock Option Plan.

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U.S. STOCK OPTION PLAN. The U.S. Stock Option Plan
was adopted in October 1999 and provides for the grant of options and
restricted shares to our employees, officers, directors and
consultants. The plan provides for the grant of both incentive stock
options and non-qualified stock options. Upon completion of the initial
public offering, no further grants were made nor will any further grants be
made, under the U.S. Stock Option Plan.

Non-qualified stock options granted under the plan have a
maximum term of 10 years and an exercise price of no less than 85% of the
fair market value of the Common Shares on the date of the grant, as
determined by the Board of Directors or a duly authorized committee on such
date, or 110% of the fair market value for those optionees who own Common
Shares representing more than 10% of the aggregate voting power of our
outstanding securities. The rights of an optionee upon the termination of his
or her employment, directorship or consulting relationship with us and upon a
change of control are identical to those rights discussed in the Canadian
Stock Option Plan above. We are entitled to exercise our call right to
repurchase all options beneficially owed by an optionee under the U.S. Option
Plan should an optionee cease to be our employee or consultant.

THE EZLOGIN PLAN. We assumed the Ezlogin Plan on June 15,
2000 upon the completion of our acquisition of ezlogin.com, Inc. The Ezlogin
Plan provided for the grant of options for the purchase of shares of common
stock of ezlogin.com, Inc. to employees, officers, directors and consultants
of ezlogin.com, Inc. The Ezlogin Plan provided for the grant of both
incentive stock options and non-qualified stock options. We assumed the
options granted under the Ezlogin Plan, which became options to purchase an
aggregate of 91,796 of our Common Shares. We have not granted any additional
options under this plan, nor will we in the future.

THE TANTAU PLAN. We assumed the 1999 Tantau Stock Plan
("Tantau Plan") on January 17, 2001, upon completion of our acquisition of
TANTAU Software, Inc. The Tantau Plan provided for the grant of options for
the purchase of shares of common stock of TANTAU Software, Inc. to employees,
officers, directors and consultants of TANTAU Software, Inc. The plan
provided for the grant of both incentive stock options and non-qualified
stock options. We assumed the options granted under the Tantau Plan, which
became options to purchase an aggregate of 3,513,248 of our Common Shares,
which include a limited number of options granted outside of the Tantau Plan,
but which contain comparable economic terms. We have not granted any
additional options under this plan, nor will we in the future.

2000 STOCK OPTION PLAN. The 2000 Stock Option Plan was
adopted in December 1999 and replaced, on a prospective basis, the Canadian
and U.S. stock option plans. The stock options granted under the Canadian and
U.S. Stock Option Plans prior to the date of completion of the IPO continued
to be effective and governed by the terms of the plans under which they were
granted. The maximum number of our Common Shares available for issuance upon
exercise of options granted under the 2000 Plan, including up to 716,000
shares relating to the remaining options assumed upon our acquisition of
TANTAU Software, is currently 10.5 million. The options granted under the
2000 Stock Option Plan have a maximum term of 10 years and an exercise price
no less than the fair market value of the common shares on the date of the
grant as determined by the Board of Directors or duly authorized committee at
the date of the grant. Options held by any person under the 2000 Stock Option
Plan, together with any other options granted to that person may not at any
time exceed 5% of the aggregate number of common shares outstanding. If a
change of control of the Company occurs, all options granted under this plan
will become immediately vested and exercisable with respect to options
granted prior to January 23, 2002 and one year after the change of control
(or earlier in certain circumstances, including involuntary termination) in
the case of options granted on or after January 23, 2002.

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Each of our option plans have provisions providing for the
automatic vesting of options upon a change of control.

SUMMARY INFORMATION CONCERNING STOCK OPTION PLANS

STOCK OPTION EXCHANGE PROGRAM

In January 2002, the Company announced a voluntary stock
option exchange program that was offered to a majority of its employees,
excluding directors, executive officers and other selected senior personnel.
This new program offered eligible employees the opportunity to exchange, on a
one-for-one basis, certain stock options, with strike prices greater than
U.S. $3.00 and Cdn. $4.75, for an equal number of new options. (of 1,403,928
options tendered, accepted and cancelled, 1,031,416 were granted under the
2000 stock option plan, 57,212 were granted under the 1997 plan and 315,000
were granted under the Tantau Plan).

The new options will be granted under the terms of the
Company's 2000 Stock Option Plan and will have an exercise price equal to the
market price of the Company's common shares on the grant date. The new
options will be exercisable for a period of 10 years from the grant date and
will vest such that 25 per cent vests immediately upon grant and an
additional 25 per cent will vest on each subsequent anniversary of the date
of the grant.

In connection with the program, the Company also announced a
special grant of options to purchase an aggregate of 2,603,000 common shares
to its directors, most of its officers and selected senior personnel, none of
whom are eligible to participate in the voluntary stock option exchange
program. The options will be identical to the above-mentioned options to be
granted to eligible employees and are expected to be granted on or about
August 29, 2002.

The Company also announced a proposal to make a special
grant of options to purchase an aggregate of approximately 538,000 common
shares to other employees who are not eligible to participate in the
voluntary stock option exchange program generally due to unique geographic or
regulatory specific jurisdictions. These options would be issued at the same
time as the as the new options are issued in the exchange program.

The following table describes the number of Common Shares
in respect of which options are outstanding, have vested and have been
exercised under each of our stock option plans as of February 28, 2002.

[Enlarge/Download Table]

WEIGHTED AVERAGE
EXERCISE PRICE OF
PLAN OUTSTANDING VESTED EXERCISED OUTSTANDING OPTIONS
-------------------------------- ----------------- ---------------- ---------------- -------------------------

Pre-IPO Plans 1,182,990 1,085,230 1,384,648 $4.18

2000 Stock Option Plan 2,278,173(1) 260,091 - $18.30

Ezlogin Plan 26,710 15,570 43,312 $2.31

Tantau Plan 1,074,052(2) 900,883 535,130 $2.32

Notes:

(1) Includes 716,000 Common Shares subject to options that were granted
under the TANTAU Plan prior to, and assumed by us upon, the acquisition
of TANTAU Software, Inc. While these options are governed by the terms
of the Tantau Plan,

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applicable rules of The Toronto Stock Exchange provided that these
options are notionally counted against available grant room under
the 2000 Plan.

(2) Excludes certain options granted under the TANTAU Plan that were
exercised prior to vesting. The shares issued (converted into our Common
Shares on the acquisition of Tantau) remain subject to a repurchase
right in favour of us. Also, this figure includes 15,661 Common Shares
subject to options that were granted outside of the Tantau Plan to a
former Tantau employee.

The closing price of our Common Shares on February 28, 2002
was US$1.37 on the NASDAQ National Market, and CDN$2.18 on The Toronto
Stock Exchange.

SUMMARY COMPENSATION TABLE

The following table sets forth the remuneration paid to our
Chief Executive Officer, our former Chief Executive Officer, our four highest
paid executive officers whose total salary and bonus exceeded CDN $100,000
(approximately US$65,000) for the year ended December 31, 2001 and to any
person who would have been one of the four highest paid executive officers
had they continued to serve in that capacity as of December 31, 2001 (the
"Named Executive Officers"). As indicated above, unless otherwise indicated,
all monetary figures in this Management Information Circular and Proxy
Statement are stated in US dollars, being our functional currency.

[Enlarge/Download Table]

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ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------------------------------------------------
AWARDS PAYOUTS
----------------------------------------------------
NAME AND PRINCIPAL YEAR SALARY BONUS OTHER SECURITIES RESTRICTED LTIP ALL OTHER
POSITION ($) ($) ANNUAL ISSUABLE SHARES OR PAYOUTS COMPENSATION
COM- UNDER RESTRICTED ($) ($)
PENSATION OPTIONS SHARE
($) GRANTED UNITS
(#) ($)
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Gregory H. Wolfond, 2001 323,153 - - - - - 463
Chairman of the Board
of Directors(1)
2000 311,588 324,000 - - - - 891
1999 218,434 125,000 - - - - 1,661
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John J. Sims, Chief 2001 295,342(2) - - 175,000 - - -
Executive Officer
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Karen Basian, Chief 2001 197,646 - - 120,000 - - 449
Financial Officer and 2000 174,908 200,000 - 12,000 - - 802
Senior Vice President, 1999 100,365(3) - - 200,000 - - 1,079
Corporate Services and
Corporate Secretary
-----------------------------------------------------------------------------------------------------------------------
Alistair Rennie, 2001 183,183 - - 120,000 - - 356
Senior Vice President 2000 124,974 39,234 - 30,000 - - 262
Marketing and Corporate 1999 66,375(4) - - - - - -
Development
-----------------------------------------------------------------------------------------------------------------------
Christopher E. 2001 184,576 - - 60,000 - - 463
Erickson, Executive 2000 162,875 16,288 - 10,000 - - 802
Vice President & 1999 116,280 - - - - - 1,611
Managing Director,
EMEA(5)

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Peter Klante, 2001 185,839 - - 120,000 - - 356
Senior Vice President
Product Group
-----------------------------------------------------------------------------------------------------------------------
Christopher Jarman, 2001 255,609 - - 20,000 - - 289,217(7)
Executive Vice
President, Mobile
Commerce
2000 96,154(6) 150,000 - 100,000 - - 198
-----------------------------------------------------------------------------------------------------------------------

Notes:

(1) Mr. Wolfond served as our Chief Executive Officer until January 2001.
(2) Mr. Sims commenced his employment as our Chief Executive Officer on
January 17, 2001. Mr. Sims' annual salary was US $315,000 in 2001.
(3) Ms. Basian commenced her employment as our Chief Financial Officer in
February 1999. Ms. Basian's annual salary was CDN $178,000 (approximately
US$116,000) in 1999.
(4) Mr. Rennie commenced his employment as our Senior Vice President,
Marketing in April 1999. Mr. Rennie's annual salary was CDN$135,000
(approximately US$88,000) in 1999.
(5) Mr. Erickson served as our Secretary until October 2000 and President
until January 2001.
(6) Mr. Jarman commenced his employment in August 2000, and became General
Manager, Mobile Commerce in January 2001. Mr. Jarman's annual salary was
$250,000 in 2000.
(7) Mr. Jarman ceased to be an Executive Officer as of September 2001 and
ceased employment with us effective December 31, 2001 and, as
severance, he was provided a lump sum payment of US $289,217.

For the year ended December 31, 2001, the total of the cash
compensation payments to all of our Named Executive Officers and directors
for services rendered in these capacities was approximately US$1,625,348.

OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 2001

The following table sets forth the Common Share purchase
options granted to each of the Named Executive Officers under our stock
option plans during the year ended December 31, 2001.

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------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL
OPTIONS MARKET VALUE
SECURITIES GRANTED TO OF SECURITIES
UNDER EMPLOYEES UNDERLYING POTENTIAL REALIZABLE VALUE ($) AT
OPTIONS IN EXERCISE OR OPTIONS ON THE ASSUMED ANNUAL RATE OF STOCK PRICE
GRANTED FINANCIAL BASE PRICE DATE OF GRANT EXPIRATION APPRECIATION FOR OPTION TERM(2)
NAME (#) YEAR(1) ($/SECURITY) ($/SECURITY) DATE 5% 10%
------------------------------------------------------------------------------------------------------------------------------

Gregory H. - - - - - - -
Wolfond
------------------------------------------------------------------------------------------------------------------------------
John J. Sims 175,000 3.6% USD 20.38 USD 20.38 Jan 16, 2011 - -
------------------------------------------------------------------------------------------------------------------------------
Karen Basian 100,000 2.0% CDN 25.55 CDN 25.55 Jan 2, 2011 - -
20,000 0.4% CDN 9.10 CDN 9.10 July 27, 2011
------------------------------------------------------------------------------------------------------------------------------

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Alistair Rennie 100,000 2.0% CDN 25.55 CDN 25.55 Jan 2, 2011 - -
20,000 0.4% CDN 9.10 CDN 9.10 July 27, 2011
------------------------------------------------------------------------------------------------------------------------------
Christopher E. 40,000 0.8% CDN 25.55 CDN 25.55 Jan 2, 2011 - -
Erickson 20,000 0.4% CDN 9.10 CDN 9.10 July 27, 2011
------------------------------------------------------------------------------------------------------------------------------
Peter Klante 100,000 2.0% USD 20.38 USD 20.38 Jan 16, 2011 - -
20,000 0.4% USD 5.82 USD 5.82 July 27, 2011
------------------------------------------------------------------------------------------------------------------------------
Chris Jarman 10,000 0.2% USD 16.69 USD 16.69 Jan 2, 2011 - -
10,000 0.2% USD 5.82 USD 5.82 July 27, 2011
------------------------------------------------------------------------------------------------------------------------------

Notes:

(1) In calculating this percentage, the denominator excludes options granted
to directors who are not officers and includes the options assumed under
the Tantau Plan.

(2) We are of the view that the trading price of our Common Shares is such
that the appropriate measurement date for this calculation is February
28, 2002, rather than the respective grant dates of the particular
options. Assuming a compound annual rate of growth from a base price
substantially exceeding prevailing trading prices would not, in our
view, yield a meaningful result. Assuming either a 5% or 10% compound
rate of stock price appreciation from current trading prices would not
result in any potential realizable value by the end of the respective
terms of these options.

DIRECTORS' AND OFFICERS' STOCK OPTIONS

As at February 28, 2001, our directors and officers,
including our non-executive officers, held, as a group, options to purchase
an aggregate of 1,507,325 Common Shares exercisable at prices ranging from
CDN$0.50 (US$0.325) to CDN$79.50 (US$51.68) and US$5.42 to US$21.75, expiring
at dates ranging from September 2007 to August 2011.

AGGREGATED OPTION EXERCISES DURING THE YEAR ENDED DECEMBER 31, 2001 AND
YEAR-END OPTION VALUES

The following table sets forth the aggregate number of
outstanding options to purchase Common Shares held by each of the Named
Executive Officers as at December 31, 2001, together with the value of such
options at that date. The aggregate number of shares purchasable under
options that were vested as at December 31, 2001 for each of the Named
Executive Officers is set forth in the table.

Amounts reported under "Value of Unexercised in-the-Money
Options at Financial Year-End" represent the difference between: (i) the
market value as at December 31, 2001, the last business day of the year, of
the Common Shares for which vested options were owned having an exercise
price less than such market value; and (ii) the exercise price of such
options. The closing trading price of a Common Share on The Toronto Stock
Exchange and on NASDAQ as of December 31, 2001 was CDN$3.90 and US$2.46,
respectively.

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----------------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SECURITIES YEAR-END AT FINANCIAL YEAR-END
ACQUIRED ON AGGREGATE VALUE (#) ($)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------------

Gregory H. Wolfond - - - -
----------------------------------------------------------------------------------------------------------------------
John J. Sims - - 0/175,000 0/0
----------------------------------------------------------------------------------------------------------------------
Karen Basian 25,000 756,990 164,000/143,000 0/0
----------------------------------------------------------------------------------------------------------------------
Christopher E. Erickson 75,000 1,908,563 338,333/56,667 693,875/0
----------------------------------------------------------------------------------------------------------------------
Chris Jarman - - 0/120,000 0/0
----------------------------------------------------------------------------------------------------------------------
Peter Klante - - 0/120,000 0/0
----------------------------------------------------------------------------------------------------------------------
Alistair Rennie 26,000 483,775 62,332/141,668 0/0
----------------------------------------------------------------------------------------------------------------------

EMPLOYMENT CONTRACTS

Gregory Wolfond, our Chairman, is employed under an
employment agreement that was entered into in April 1998 and subsequently
amended in July 1999. In 2001, Mr. Wolfond received an annual salary of
$350,000. As of January 2002, Mr. Wolfond ceased to be a full time employee
of the Corporation. He remains as the Chairman of the Board.

In November 2000, in connection with our acquisition of
TANTAU Software, Inc., we entered into an employment agreement with John
Sims, our Chief Executive Officer. In 2001, Mr. Sims received an annual base
salary of $315,000. Additionally, we expect to establish a performance
related bonus for Mr. Sims. Either we or Mr. Sims may terminate Mr. Sims'
employment at any time and for any reason. However, if we exercise this
right, we must pay Mr. Sims a lump sum severance payment in an amount equal
to 12 or 18 months' current base salary and target bonus as determined upon
that termination, based upon the period of time thereafter in which Mr. Sims
agrees to be bound to non-competition and non-solicitation covenants. Mr.
Sims will also receive a lump sum severance payment in the event that he
terminates his employment for good reason. In connection with our acquisition
of TANTAU Software, Inc., Mr. Sims' employee stock option to acquire shares
of TANTAU Software, Inc. common stock was assumed by us and currently
represents the right to purchase 175,000 Common Shares. The exercise price of
the option is $20.38 per share and the option vests in four equal annual
installments on each of the second, third, fourth and fifth anniversaries of
January 17, 2001.

Karen Basian, our Chief Financial Officer and Senior Vice
President, Corporate Services and Corporate Secretary, is employed under an
employment agreement that was entered into in February 1999. Ms. Basian
currently receives an annual salary of $200,000.

Christopher Erickson, our Executive Vice President and
Managing Director, EMEA, is employed under an employment agreement that was
entered into in March 1998, effective as of September 1997. Mr. Erickson
currently receives an annual salary of $185,000.

As to Messrs. Wolfond, Erickson and Ms. Basian, we may
terminate their employment for cause at any time, or without cause at any
time under Ontario law by providing them with the notice or payment in lieu
of notice and severance as required by the EMPLOYMENT STANDARDS ACT,
(Ontario), (the "ESA") and the common law. The ESA generally provides for one
week of notice for each year of service to a maximum of eight weeks. However,
the provisions in the ESA do not protect an employer from a

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common law wrongful dismissal action. The common law also provides for
reasonable notice of termination, and is often substantially more generous
than the ESA.

Peter Klante, our Senior Vice President, Product Group is
employed under an employment agreement that was entered into in November
2000. Under that employment contract, we may terminate Mr. Klante's
employment at any time and for any reason. However, if we execute this right,
we must pay Mr. Klante a lump sum severance in an amount equal to 12 months'
current base salary and target bonus as determined upon that termination. Mr.
Klante will also receive a lump sum severance payment of 12 months' current
base salary and target bonus in the event that he terminates his employment
for good reason. Mr. Klante currently receives an annual salary of $190,000.

Alistair Rennie, our Senior Vice President, Marketing and
Corporate Development, is employed under an employment agreement that was
entered into in April, 1999. Mr. Rennie currently receives an annual salary
of $190,000.

Pursuant to each employment agreement described above, we
retain proprietary rights in all intellectual property assets created,
developed or conceived of by the officers while they are employed by us.
Additionally, the officers are bound by non-competition and non-solicitation
covenants during their term of employment and for varying periods of time
thereafter.

The officers are entitled to participate in plans
maintained from time to time by us for the benefit of our employees,
including those pertaining to group life, accident, dental, prescription,
sickness and medical, and long term disability insurance.

COMPENSATION OF DIRECTORS

Effective January 2001, we compensate non-management
directors for serving on the Board of Directors at a rate of $1,000 per board
meeting and $500 per committee meeting, payable semi-annually in June and
December. We also reimburse directors for reasonable out-of-pocket expenses
for attending board and committee meetings. In addition, under our current
compensation arrangements, members of the Board of Directors who are not our
officers are granted options to purchase 25,000 Common Shares upon joining
the Board and receive subsequent annual grants of options upon re-election to
the Board at the annual meeting of shareholders. These options have an
exercise price that is equal to the fair market value of our Common Shares at
the time of the grant. In 2001, we granted, in the aggregate, 75,000 options
to purchase Common Shares to our directors who are not also executive
officers.

STOCK PRICE PERFORMANCE GRAPH

The following graph illustrates a comparison of the
cumulative total stockholder returns (change in stock price plus reinvested
dividends, if any) of:

- The NASDAQ Composite Index (NASDAQ);
- The NASDAQ Computer Index (IXCO);
- The Corporation's Common Shares (SVNX); and
- The TSE 300 Total Return Index;

from January 28, 2000 to February 28, 2002.

The graph assumes that $100 was invested on January 28,
2000 in our Common Shares and in each of the comparison indices, and assumes
that all dividends paid were reinvested. The

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comparisons in the graph are required by applicable Canadian and U.S.
securities laws and are not intended to forecast or be indicative of possible
future performance of our Common Shares.

STOCK PRICE PERFORMANCE GRAPH

[GRAPHIC]

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---------------------------------------------------------------------------------------------------------------
TABLE SHOWING RELATIVE CUMULATIVE TOTAL RETURN DATA USED IN STOCK PERFORMANCE GRAPH
---------------------------------------------------------------------------------------------------------------
2000 2001 2002
---------------------------------------------------------------------------------------------------------------
Jan 28 Mar 31 June 30 Sep 30 Dec 31 Mar 31 June 30 Sept 30 Dec 31 Feb 28
---------------------------------------------------------------------------------------------------------------

NASDAQ 100.00 117.64 102.03 94.49 63.56 47.3 55.6 38.6 50.2 44.5
---------------------------------------------------------------------------------------------------------------
IXCO 100.00 123.63 107.28 97.19 59.27 40.69 49.6 30.9 44.9 33.5
---------------------------------------------------------------------------------------------------------------
SVNX 100.00 173.37 61.10 66.14 23.24 13.9 10.3 3.5 3.4 1.9
---------------------------------------------------------------------------------------------------------------
TSE 300 100.00 112.8 121.5 123.7 106.5 90.7 92.2 81.5 91.6 91.0
---------------------------------------------------------------------------------------------------------------

The Stock Performance Graph above will not be deemed to be
incorporated by reference into any filing by us under the U.S. SECURITIES ACT
of 1933, as amended, or the U.S. SECURITIES EXCHANGE ACT of 1934, as amended,
except to the extent that we specifically incorporate the same by reference.

COMPOSITION OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

From January 1, 2001 until January 24, 2001 the members of
the Human Resources and Compensation Committee were Greg Wolfond, Alan Young,
Lloyd Darlington, James Dixon and Heather Reisman. The membership of the
Human Resources and Compensation Committee was modified on January 24, 2001
to consist of Mr. Darlington, as Chairman, Mr. Dixon and Fredrick White. On

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September 11, 2001, concurrent with Mr. White's resignation from the Board
and the Human Resources and Compensation Committee, Mr. Wolfond joined the
Human Resources and Compensation Committee.

We also have a Stock Option Committee, which consisted
solely of Mr. Wolfond in 2001. See "Stock Option Committee" in this section
for a discussion of the Stock Option Committee's role.

With the exception of Mr. Wolfond, no current member of the
Human Resources and Compensation Committee or the Stock Option Committee is a
present or former officer or employee of the Corporation or any of its
subsidiaries. In addition, Messrs. Darlington and Dixon have relationships
with our customers that are described in the section titled, "Interests of
Insiders in Material Transactions". See the "Corporate Governance" section
for a more detailed discussion of the Human Resources and Compensation
Committee, as well as a discussion of the Board of Directors' other
Committees.

During the year ended December 31, 2001, with the exception
of Mr. Wolfond, Mr. Sims and Mr. Erickson, none of our executive officers
served as a member of the Board of Directors, the Compensation Committee, or
any similar committee of another entity, one of whose executive officers
served on our Board of Directors, Human Resources and Compensation Committee
or Stock Option Committee.

DIRECTORS AND OFFICERS INSURANCE

We have purchased and maintain a policy of insurance for
the benefit of our directors and officers, as permitted by the Act. This
policy insures the directors and officers against certain liabilities
incurred by them in their capacities as our directors and officers, or in
their capacities as directors and officers of other corporations where they
have acted in that capacity at our request, except where such liability
relates to the failure by the director or officer to act honestly, in good
faith and with a view to our best interests or the best interests of such
other corporation, as the case may be. The policy provides for $20,000,000 of
coverage per loss and in the annual aggregate, for which we pay an annual
premium of $785,000 subject to a deductible of $350,000 per claim.

We have also purchased a six-year run off endorsement for
the former directors and officers of TANTAU Software Inc., which covers acts
and omissions occurring prior to our acquisition of TANTAU Software, Inc. The
policy provides for $3,000,000 of coverage per loss, for which we paid a
premium of $40,000 for the entire six-year period.

INDEBTEDNESS OF DIRECTORS, OFFICERS AND OTHERS

Our directors, senior officers, proposed nominees for
election as directors, and their associates were not indebted to us or to any
of our subsidiaries at any time since the beginning of our last completed
fiscal year.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the U.S. Securities Exchange Act of 1934,
as amended (the "Exchange Act"), requires the Company's directors, executive
officers and persons who own more than 10% of the Company's Common Shares
(collectively, "Reporting Persons") to file reports of ownership and changes
in ownership of the Company's Common Shares with the Securities and Exchange
Commission. The Company believes, based solely on its review of the copies of
such reports received or written

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representations from certain Reporting Persons, that during the fiscal year
ended December 31, 2001, the reports described in this paragraph were
inadvertently not filed by the Reporting Persons on a timely basis. Mr. Randy
Lenaghan, the Company's General Manager, Asia Pacific, Roger Bellass, the
Company's former General Manager, Europe, Debbie Rourke, the Company's Vice
President, Human Resources, Tom Molitor, the Company's former Vice President,
Corporate Marketing, and Antti Vasara, a Director of the Company, were late
in filing a Form 3 beneficially reporting their ownership of the Company's
Common Shares. Alan Young, a former Director of the Company, did not timely
file a Form 3 to report his initial holdings, and filed a report on Form 5 in
February 2002 that included such information. Mr. Andre Boysen, the Company's
former Chief of Strategic Initiatives, was inadvertently late in filing a
Form 4 to report an exercise of stock options and two stock sales that
occurred on January 30 and 31, 2001. Mr. James Sink, the Company's former
Vice President of Global Services, was late in filing a Form 4 to report two
exercises of stock options and four related stock sales that occurred in July
2001. Mr. Erickson was late in filing a Form 4 to report an exercise of stock
options and three related stock sales that occurred in January 2001. Mr.
Rennie was late in filing a Form 4 to report an exercise of stock options and
three stock sales that occurred on January 30 and January 31, 2001. Ms.
Basian was late in filing a Form 4 to report an exercise of stock options and
three stock sales that occurred on January 29 and January 31, 2001.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

During fiscal 2001, the Board of Directors held 10
meetings, the Audit Committee held 4 meetings, the Human Resources and
Compensation Committee held 5 meetings and the Corporate Governance Committee
held 6 meetings. The Stock Option Committee enacts written resolutions from
time to time authorizing the grant of stock options but does not conduct
formal meetings.

During fiscal 2001, of the incumbent directors, only Mr.
Dixon attended fewer than 75% of the aggregate of:

(i) the total number of meetings of the Board of
Directors (held during the period for which he or
she has been a director); and

(ii) the total number of meetings held by all
committees of the board on which he or she served
(during the periods that he or she served).

The Toronto Stock Exchange has adopted 14 guidelines for
effective corporate governance (the "Guidelines"). The Guidelines address
matters such as the constitution and independence of corporate boards, the
functions to be performed by boards and their committees and the
effectiveness and evaluation of board members. Companies whose securities are
listed on The Toronto Stock Exchange are required to annually disclose how
their governance practices conform or depart from the Guidelines, but
conforming with the Guidelines is not itself a requirement of listing.

To maintain high standards of corporate governance in a
rapidly changing environment, our governance processes are subject to ongoing
review and assessment by the Corporate Governance Committee of the Board of
Directors and have been benchmarked relative to the Guidelines, as required
by The Toronto Stock Exchange. For the purposes of these Guidelines, The
Toronto Stock Exchange has defined an "unrelated director" to mean a director
who is independent of management and is free from any interest and any
business or other relationship which could, or could reasonably be perceived
to, materially interfere with the director's ability to act with a view to
our best interests, other than interests and relationships arising from his
or her ownership of Common Shares.

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The Corporate Governance Committee consists of three directors, all of
whom are non-management directors. The Committee's mandate is to promote
board effectiveness. In addition, the Board and management believe that good
corporate governance requires a company culture that supports the maintenance
of sound ethics, integrity, judgment and values throughout the organization.

The following table indicates how our system of corporate governance
aligns with the Guidelines:

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TSE CORPORATE
GOVERNANCE GUIDELINE COMMENTS
--------------------------------------- ---------------------------------------------------------------------------

1. The Board of Directors should
explicitly assume responsibility
for stewardship of the
Corporation, and specifically
assume responsibility for:

(a) Adoption of measures for We align with this Guideline. Management has established processes to
receiving and addressing monitor shareholder feedback through its investor relations group.
shareholder feedback Management reports this information back to the Board of Directors. The
Corporate Governance Committee and the Board of Directors ensure that
investor feedback is considered in Management's development of corporate
strategy and business planning objectives.

(b) Adoption of a strategic We align with this Guideline. A formal strategic planning process exists,
planning process as the Board of Directors meets annually for a full-day strategy session.
The Board of Directors, either as a whole or through various committees,
also holds meetings from time to time which focus on specific strategic
matters.

(c) Identification of principal We align with this Guideline. The Audit Committee and the Board of
risks, and implementing risk Directors have specifically identified our principal operational and
management systems strategic risks and are working with Management in the development of
appropriate risk management systems. The Audit Committee has been
delegated the responsibility to work with Management and external
professional advisers to establish and implement a formal risk
management process. The Board of Directors defines its expectations of
Management by establishing management performance objectives, conducting
annual performance assessments of Management and establishing annual
compensation and bonus levels based on actual performance to objectives.

(d) Succession planning and We align with this Guideline, as our Human Resources and Compensation
monitoring senior management Committee reviews and reports to the Board of Directors on succession
planning matters at least annually. The Board of Directors also receives
operational reports at least quarterly to ensure accountability of
senior management and is working with senior management to ensure that
succession planning and human resources strategies are finalized and
implemented.

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TSE CORPORATE
GOVERNANCE GUIDELINE COMMENTS
--------------------------------------- ---------------------------------------------------------------------------

(e) Communications policy We align with this Guideline. The Board of Directors has verified that
procedures are in place to ensure effective communication between us and
our stakeholders and the public. We promptly provide full and plain
disclosure of all material information, as required by law. In addition,
all material press releases and other significant corporate disclosures
are reviewed by outside counsel. We have a Web site on which we post all
of our press releases, SEC filings, SEDAR filings and other meaningful
information. We have formulated a formal Disclosure Policy. Our
Investor Relations Department has also implemented procedures to enhance
effective communication with our stakeholders and the public. For
example, the Investor Relations Department maintains a distribution list
of persons who have requested information about us and delivers to those
persons all material press releases and financial information either by
facsimile or by e-mail. We also hold quarterly meetings with analysts
and institutional investors by telephone conference call, which are open
to the financial press as well as the public (through simultaneous
Webcasting). Recordings of the meetings are archived on our Web site.

(f) Integrity of internal We align with this Guideline. The Audit Committee is responsible for,
control and management among other things, reviewing and advising the Board of Directors on
information systems implementation of corporate strategy in the operational, acquisition and
product development areas, as well as the development and implementation
of an effective risk management system. The Audit Committee is also
responsible for overseeing our internal control structure over financial
reporting. This responsibility includes monitoring and reviewing
accounting controls and policies, information gathering systems and
management reporting. The external auditors report to the Audit
Committee, when requested, on matters relating to internal control.

2. A majority of directors We align with this Guideline, as a majority of our directors are
should be "unrelated" (independent independent from management and free from any interest, business or
of management and free from other relationship that could, or could reasonably be perceived to,
conflicting interest) materially interfere with the director's ability to act in our
best interests.

We do not have a "significant shareholder". The Guidelines define a
"significant shareholder" as a shareholder with the ability to exercise
a majority of the votes for the election of the Board of Directors.

3. Disclose, for each director, Mr. Wolfond (Chairman of the Board of Directors), Mr. Sims (Chief Executive
whether he or she is related, Officer) and Mr. Erickson (Executive Vice President and Managing Director, EMEA)
and how that conclusion was are related in light of the positions that they hold with us. As of
reached January 2002, Mr. Wolfond is no longer a full time employee of the
company but continues to serve as Chairman of the Board.

Mr. Darlington (Head of E-Business of Bank of Montreal) is unrelated for
the purposes of this Guideline. The agreements between Bank of Montreal
and us do not interfere with Mr. Darlington's ability to act in our best
interests.

Mr. Dixon (formerly President of bankofamerica.com) is unrelated for the
purposes of this Guideline. The agreements between Bank of America and
us do not interfere with Mr. Dixon's ability to act in our best interests.

Mr. Kluge is unrelated for the purposes of this Guideline, as he is
independent from management and is free from any interest and any
business or other relationship that could interfere with his ability to
act in our best interests.

Mr. Reiter (Chairman of the Technology Group at Torys LLP) is unrelated
for the purposes of this Guideline. The legal services provided by Torys
LLP to us do not interfere with Mr. Reiter's ability to act in our best
interests.

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TSE CORPORATE
GOVERNANCE GUIDELINE COMMENTS
--------------------------------------- ---------------------------------------------------------------------------

Mr. Aragona (a general partner of the limited partnership that is the
general partner of the Austin Ventures entities that own Common Shares)
is unrelated for the purposes of this Guideline. Our Board of Directors
has examined all the documentation in relation to the acquisition of
TANTAU Software, Inc. and has concluded that none of the ongoing
agreements with us to which Austin Ventures is a party interferes with
Mr. Aragona's ability to act in our best interests.

Mr. Goldman (a Principal of J.P. Morgan Partners, LLC) is unrelated for
the purposes of this Guideline. Our Board of Directors has examined all
the documentation in relation to the acquisition of TANTAU Software,
Inc. and has concluded that none of the ongoing agreements with us to
which affiliates of J.P. Morgan Partners, LLC is a party interferes with
Mr. Goldman's ability to act in our best interests.

Mr. Vasara (acting CEO of Sonera SmartTrust Ltd.), is unrelated for the
purposes of this Guideline. The agreements and anticipated agreements
between Sonera SmartTrust Ltd. and us do not interfere with Mr. Vasara's
ability to act in our best interests.

4. (a) Appoint a committee of We align with this Guideline, as the Corporate Governance Committee has
directors responsible for the mandate to:
proposing to the full Board o annually recommend candidates for the Board of Directors;
of Directors new nominees o review credentials of nominees for election;
for election to the board o recommend candidates for filling vacancies on the Board of
and for assessing directors Directors; and
on an ongoing basis o ensure qualifications are maintained.

The Corporate Governance Committee, in conjunction with external
advisors, is developing a process for the assessment of the members of
the Board of Directors.

The members of the Corporate Governance Committee are Mr. Reiter,
Mr. Kluge and Mr. Vasara.

The Corporate Governance Committee considers and evaluates potential new
candidates for the Board of Directors on an ongoing basis.

(b) Is this nominating committee We align with this Guideline, as the Corporate Governance Committee is
composed exclusively of composed exclusively of outside, unrelated directors.
outside (non-management)
directors, a majority of
whom are unrelated

5. Implement a process for We align with this Guideline, as our Corporate Governance Committee is
assessing the effectiveness of the mandated to monitor the quality of the relationship between management
Board of Directors, its committees and the Board of Directors and to assess the effectiveness of the
and individual directors board, its committees and individual directors, and recommend improvements.
The Corporate Governance Committee, in conjunction with external advisors,
is considering a more formalized process for the assessment of the directors.

6. Provide an orientation and We align with this Guideline, as we have developed and implemented
education program for new orientation materials and procedures for new directors. In this regard,
directors a Board of Directors Manual is provided to all new Board members.

Reports and orientation materials relating to our business and affairs
are provided to new directors. New directors also have access to fellow
directors and senior management.

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TSE CORPORATE
GOVERNANCE GUIDELINE COMMENTS
--------------------------------------- ---------------------------------------------------------------------------

7. Examine board size with a view We align with this Guideline. The Board of Directors has considered this
to determining the impact of the issue and is of the view that its size and composition are suited to our
number of directors upon board circumstances and allow for the efficient functioning of the Board of
effectiveness and where Directors as a decision-making body and the appropriate staffing of
appropriate, undertake a program committees to which active mandates have been delegated.
to reduce the number of
directors to a number that will
facilitate more effective
decision making

8. The Board of Directors should We align with this Guideline, as our Human Resources and Compensation
review compensation of directors Committee is mandated to review and recommend to the Board of Directors
in light of risks and proposals for the remuneration of directors. The Committee considers
responsibilities involved in time commitment, responsibilities and fees paid by our peer group in
being a director determining remuneration. See "Executive Compensation - Compensation of
Directors."

The members of the Human Resources and Compensation Committee are
Mr. Darlington, Mr. Dixon and Mr. Wolfond.

9. Committees of the Board of Our Corporate Governance Committee, Human Resources and Compensation
Directors should generally be Committee and Audit Committee (which are addressed in different sections
composed of outside of this table) are aligned with this Guideline. The Corporation also has
(non-management) directors, a a Stock Option Committee which, subject to guidelines determined by the
majority of whom are unrelated Human Resources and Compensation Committee, is mandated to administer our
stock option plans - see "Executive Compensation - Stock Option Plans."
Mr. Wolfond is the sole member of the Stock Option Committee. The Board
of Directors is satisfied that the Stock Option Committee can properly
function in its current composition, given that its authority is subject
to guidelines and is primarily administrative. In addition, this
Committee authorizes stock option grants for new hires and, therefore, it
was not considered appropriate to appoint outside directors to this
committee due to the ongoing time commitment required.

10. The Board of Directors should We align with this Guideline, as our Corporate Governance Committee is
expressly assume responsibility generally mandated to be responsible for developing policies and
for, or assign to a committee implementing procedures related to the Board of Directors' governance of
the general responsibility for, the Corporation. Included in its mandate is responsibility for:
the Corporation's approach to developing and monitoring our approach to corporate governance issues,
corporate governance issues establishing procedures for the identification of new nominees to the
Board of Directors, developing and implementing orientation procedures
for new directors and assessing the effectiveness of the Board of
Directors and its committees.

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TSE CORPORATE
GOVERNANCE GUIDELINE COMMENTS
--------------------------------------- ---------------------------------------------------------------------------

--------------------------------------- -- ---------------------------------------------------------------------------
11. (a) Define limits to
management's
responsibilities by
developing mandates for:

(i) the Board of Directors We align with this Guideline. The Board of Directors has formalized its
governance mandate through the adoption of a written mandate that defines
its stewardship responsibilities. The Board of Directors' principal
responsibilities are: to approve corporate strategies and goals; to
ensure that effective communications systems are in place between us, our
stakeholders, and the public; to supervise and evaluate management,
including the establishment of appropriate limitations on the authority
of our executives; to provide oversight of the conduct of the business;
and to monitor organizational performance against those goals and
executive limitations. This mandate is to be carried out in a manner
that protects our value and provides ongoing benefit to our
shareholders. In addition, the Board of Directors has formally
articulated executive limitations on the authority of our executives
regarding the conduct of the business.

In addition, all matters of policy and all actions proposed to be taken
by us which are not in the ordinary course of our operations require
prior approval of the Board of Directors or of a board committee to which
appropriate authority has been delegated by the Board of Directors. In
particular, the Board of Directors approves the appointment of all
executive officers, the long-term strategic plans and the annual budget
and capital plan.

(ii) the CEO We align with this Guideline. The Board of Directors sets objectives for
the CEO, and reviews performance against those objectives at least
annually. These objectives include the general mandate to maximize
shareholder value and to fulfil our strategic plans. The CEO is also
required to formulate and propose to the directors the various strategies
regarding product marketing, target markets (geographic and vertical) as
well as the strategies regarding our corporate structure and future
acquisitions.

(b) The Board of Directors We align with this Guideline, as the CEO's objectives, as noted above,
should approve the CEO's are reviewed by the full Board of Directors on an annual basis.
corporate objectives

12. Establish procedures to We align with this Guideline, as we have instituted structures and
enable the Board of Directors to processes to facilitate the functioning of the Board of Directors
function independently of independently of management. The Board of Directors meets independently
management of management where needed. The Board of Directors has assigned certain
of its responsibilities to the Corporate Governance Committee, which
ensures that the Board of Directors functions independently of management,
and has established an Audit Committee with a broad mandate (see item 13
below).

13. (a) Establish an audit committee We align with this Guideline, as we have established an Audit Committee
with a specifically defined that is mandated to: oversee the retention, independence, performance and
mandate compensation of our independent auditors and the establishment and
oversight of our systems of internal accounting and auditing control. In
particular, the Audit Committee is responsible for ensuring that there
are adequate internal controls over accounting and financial reporting
systems. The Audit Committee is permitted and encouraged to consult with
management, internal accountants, and our independent auditors on matters
related to our annual audit and the internal controls, published
financial statements, accounting principles and auditing procedures. In
accordance with NASDAQ's listing standards, we have adopted a formal
charter for the Audit Committee that details its mandate.

The members of the Audit Committee are currently Mr. Aragona, Mr. Kluge
and Mr. Darlington.

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TSE CORPORATE
GOVERNANCE GUIDELINE COMMENTS
--------------------------------------- ---------------------------------------------------------------------------

(b) All members of the Audit We align with this Guideline, as all members of the Audit Committee are
Committee should be non-management directors.
non-management directors

14. Implement a system to enable We align with this Guideline. A process has been formalized to enable
individual directors to engage individual directors to engage outside advisers, at our expense, with the
outside advisers, at the authorization of the Chairman of the Board. As noted above, the Audit
Corporation's expense Committee is permitted and encouraged to speak directly to our external
auditors on matters pertaining to its mandate.

INTERESTS OF INSIDERS IN MATERIAL TRANSACTIONS

No director or officer of the Corporation, nor any security
holder of record as of the date of this circular who owned, of record or to our
knowledge, more than 5% of the outstanding Common Shares, or any affiliate or
associate thereof, had any material interest, direct or indirect, in any
transaction during the last three fiscal years, or since the commencement of our
current financial year, in any completed or proposed transaction which has
materially affected or will materially affect us or any of our subsidiaries,
other than the following:

BANK OF MONTREAL

Mr. Lloyd Darlington, who is a member of the Board of
Directors, currently serves as President and Chief Executive Officer, emfisys
(Bank of Montreal's technology division) and Head, E-Business, Bank of Montreal.

In April 1998 we entered into a technology licensing agreement
with Bank of Montreal relating to our core product offering. The license is
extendable annually at the option of the Bank of Montreal. With each extension,
Bank of Montreal's license will include specified technology that is generally
provided to or intended to be generally provided to our customers during that
extension period. If Bank of Montreal does not extend the general license, it
may specifically license specified types of additional technology from us that
are made generally available to our customers. The fee for this additional
technology will be equal to the lowest price at which this technology is made
available to our other customers that process similar volumes of business with
the 724 Platform.

On December 29, 2000, we entered into an agreement with Bank
of Montreal that amended certain terms of the April 30, 1998 technology license
agreement. The amended agreement grants Bank of Montreal the right to act as a
service bureau, including sublicensing and hosting, in relation to the 724 core
products, comprising the banking and brokerage modules, as well as the LiveClips
aggregation product and Spyonit.com-powered alerts products. Bank of Montreal is
restricted to providing these services to financial institutions carrying on
business anywhere in North America and having a total asset value of less than
$20 billion. In return, Bank of Montreal has agreed to pay a monthly royalty fee
based on the number of end users. In addition, Bank of Montreal shall pay us for
maintenance fees based on a fixed percentage of royalties related to activated
end users.

The current term of the technology license agreement has been
extended from February 28, 2002 to March 31, 2002. Bank of Montreal has
indicated that they wish to extend the agreement for an additional year but at a
significantly reduced license fee amount. We are currently negotiating this
agreement with the Bank of Montreal.

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Bank of Montreal will retain the right to use all of the
technology previously licensed under the agreement, whether or not the
license is extended at the end of any period.

Bank of Montreal's address is 55 Bloor Street West, 3rd Floor, Toronto,
Ontario, M4W 3N5.

BANK OF AMERICA

Mr. James Dixon, who is a member of the Board of Directors, was the
President of bankofamerica.com until January 2002.

In June 1999, we entered into a technology license agreement with Bank
of America relating to our core product. The license is extendable annually
at the option of Bank of America. With each extension, Bank of America's
license will include specified technology that we develop relating to the
724-core product that is generally provided or intended to be generally
provided to our customers during that extension period.

Our agreement with Bank of America provides that if Bank of America does
not subscribe for an extension of its general license in February 2002 or at
the end of any renewal term thereafter, it will have the right, exercisable
for four years after it ceases to subscribe to the general license, to
specifically license specified types of additional technology from us that
are made generally available to our customers. For two years after it ceases
to subscribe to the general license, Bank of America will retain the right to
reinstate the license by making a catch-up payment equal to the aggregate
amount of fees that would otherwise have been paid had the license been
renewed each year.

The current term of the technology license agreement expired on February
1, 2002. Bank of America has indicated its desire to continue its
relationship with the Corporation but wishes to expand the product suite
available under the existing agreement. We continue to negotiate with the
Bank of America.

Bank of America will retain the right to use all of the technology
previously licensed under the agreement, whether or not the license is
extended at the end of any period.

In 2000, we entered into additional agreements in connection with the
technology license agreement to provide Bank of America with application
hosting services and implementation consulting services including a master
services agreement under which we will provide services to Bank of America
and its affiliates. These services will be provided under separate statements
of service that will incorporate all the terms and provisions of the master
service agreement and will detail the services to be performed, the price to
be paid for the services, the designated project managers and any other
additional provisions the parties may agree upon. The master services
agreement will continue through November 2004 unless either party terminates
the agreement upon six months prior written notice. In 2000, we also provided
Bank of America with consulting services related to its LiveClips offering.

Bank of America's address is Bank of America Plaza Building, 600
Peachtree Street, Mail code: GA1-006-14-25, Atlanta, Georgia, 30308.

CITIGROUP

Mr. Alan Young, who served as a member of the Board of Directors until
January 2001, serves as Vice President and Senior Director, Access Devices
and Distribution Technologies for e-Citi, a division of Citigroup. Citigroup
has announced its intention to implement the 724 Platform worldwide under the
leadership of its e-Citi division. In December 1999, we entered into a master
technology

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license agreement with Citicorp Strategic Technology Corporation. The initial
term of the master agreement is five years. The agreement enables Citigroup
and its affiliates to license our technology by entering into separate
agreements that will incorporate the terms of the master agreement. The
specific terms of any agreement of this type, including the specific
technology to be licensed, the license fees to be paid to us, the term of the
license, and other material terms, may vary.

Citicorp Strategic Technology Corporation is required to pay to us a
specified minimum amount during each year that the master agreement is in
effect, whether or not Citigroup or any Citigroup affiliates actually enter
into agreements under the master agreement to license our technology. These
minimum fees payable to us may increase each year of the agreement, up to
specified maximum levels, based on specified targets relating to the number
of worldwide Citigroup customers that use services based upon the core
product, the number of Citigroup affiliates that license our technology and
the amount of revenue generated under this agreement.

During the term of the agreements, we have agreed to provide to each
Citigroup licensee maintenance services relating to the technology that we
license under the master agreement. These maintenance services will include,
among other things, the provision of specified types of updates and upgrades
to our core product that are generally made available to our customers.

The master agreement also provides that we will perform services for
Citigroup affiliates that license our technology under the agreement,
including consulting, development, implementation and other services. The
terms of any services of this type, including the fees to be paid to us for
these services, will be set forth in a separate agreement that will be
entered into by us and the applicable Citigroup affiliate.

We are working with a number of Citigroup's subsidiaries, including
entities with which we have entered into agreements under the master
agreement, such as Salomon Smith Barney Inc., as well as additional
affiliates, with a view to delivering our products and services for their
banking and brokerage customers. In January 2001, we entered into agreements
under the master technology license agreement with Salomon Smith Barney Inc.,
Cititrade and the Citibank credit card division to build applications that
will enable them to deliver mobile financial services to North American
customers of these entities.

In connection with our acquisition of TANTAU Software, Inc., we received
financial advisory services from Salomon Smith Barney, an affiliate of
Citigroup. We agreed to pay to Salomon Smith Barney $1.5 million for these
services.

Citigroup's address is Citicorp Center, 909 Third Avenue, 16th Floor,
Zone 1, New York, New York, 10043.

TORYS

In 2001, we obtained legal services relating to international taxation
and related corporate/commercial matters from Torys, a New York/Toronto law
firm. Mr. Barry Reiter, a member of the Board of Directors, is a partner of
that firm.

Tory's address is 79 Wellington Street West, Ste 3000, Maritime Life
Tower, P.O. Box 270, Toronto, Ontario, M5K 1N2.

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SONERA CORPORATION

In December 2001, the Corporation announced an agreement with Sonera
SmartTrust Ltd., whereby Sonera plans to resell the 724 Solutions Alerts
solution integrated into its SmartTrust Delivery Platform (DP5), offering
actionable alerts to mobile operators.

REGISTRATION RIGHTS

In connection with our January 2001 acquisition of TANTAU Software,
Inc., we terminated a registration rights agreement that we previously had
with several of our initial investors, and entered into a new registration
rights agreement. This new registration rights agreement, as described below,
provides certain former shareholders of TANTAU Software, Inc. with some of
the piggy-back rights that existed in the original agreement. Three groups of
our shareholders have registration rights under this agreement:

- our founder, Greg Wolfond, Blue Sky Capital Corporation and 1319079
Ontario Inc., who in the aggregate held approximately 4,705,229
Common Shares;

- several of our initial strategic investors, including Bank of America,
Bank of Montreal, Citigroup and Sonera, who in the aggregate, as of
February 28, 2002, held more than 17 million Common Shares; and

- several former shareholders of TANTAU Software, Inc., including Austin
Ventures and J.P. Morgan Partners (BHCA), L.P.; of which the latter
two hold in aggregate 5,803,184 Common Shares as of February 28, 2002.

Under this agreement, each of these three groups of shareholders
described above received rights to require us to register their holdings of
Common Shares under the applicable securities laws of the U.S. and/or Canada.
Our founder, together with Blue Sky Capital Corporation and 1319079 Ontario
Inc., acting as a group, and our strategic investors, acting as a group, each
obtained the right to demand that we effect such a registration. A demand
from either our founder, Blue Sky Capital Corporation and 1319079 Ontario
Inc., on the one hand, or the strategic investors, on the other hand, will
enable the other two groups of shareholders to include their shares in that
registration. In addition, if we commence the registration of our shares
under specified circumstances other than as a result of a demand under the
agreement, each of these three groups of shareholders will have the right to
include their shares in that registration.

Each of Mr. Wolfond, Blue Sky Capital Corporation and 1319079 Ontario
Inc., on the one hand, and the strategic investors, on the other hand,
received the right to demand that we register shares on two separate
occasions per group. A demand registration, together with the other shares
included in that registration under the agreement, must provide for the
resale of at least US$20.0 million of our shares.

SHORT FORM REGISTRATIONS. Mr. Wolfond, Blue Sky Capital Corporation and
1319079 Ontario Inc., acting as a group, and the strategic investors, acting
as a group, may require that we file a short-form registration statement to
enable them to resell all or a portion of their shares. These registrations
are unlimited in number, but we cannot be required to effect such a
registration if we have registered shares after a demand under the agreement
during the 180 day period before the new demand. A short-form registration of
this kind must cover Common Shares amounting to at least US$15.0 million.

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TANTAU SHARES SUBJECT TO RESALE LIMITATIONS. The former shareholders
of TANTAU Software, Inc. that are parties to the agreement will not be able
to require us to register any shares that are subject to resale restrictions.

TERMINATION OF REGISTRATION RIGHTS. The registration rights granted
under the agreement will terminate as follows:

- in the case of our founder, Blue Sky Capital Corporation and
1319079 Ontario Inc., and in the case of our strategic investors:

- in January 2004, or

- if earlier, the time at which their shares are generally freely
tradable under U.S. and Canadian securities laws, and the
aggregate ownership of the relevant shareholder is less than
specified minimum amounts; and

- in the case of the former shareholders of TANTAU Software, Inc.:

- in January 2004, or

- upon the transfer by that shareholder of our Common Shares to
another party, or

- if the relevant shareholder holds less than specified minimum
amounts.

PRIORITY IN UNDERWRITTEN OFFERINGS. If shares are registered under the
agreement in an underwritten offering in which the managing underwriter
advises us that market conditions require us to limit the number of shares
that may be sold in that offering, the agreement provides for an allocation
of the shares to be sold between us, the shareholders that are parties to the
agreement, and any other shareholders that are including shares in that
registration.

EXPENSES AND INDEMNIFICATION. We are generally required to pay the
expenses of any registration required to be made under the agreement,
although the shareholders will be responsible for the payment of their own
brokerage fees or underwriting expenses in connection with any sale. Under
some circumstances, we will be required to indemnify the shareholders that
are parties to the agreement for any liabilities arising under applicable
securities laws in connection with a registration of their shares.

ADDITIONAL REGISTRATION RIGHTS. The agreement limits our ability to
grant specified types of registration rights deemed to be superior to, or
greater than, some of the rights provided in the agreement.

REPORT OF THE AUDIT COMMITTEE

Our Audit Committee is described at item 13 under "Corporate Governance"
above.

The following is the report of the Audit Committee with respect to our
audited financial statements for the fiscal year ended December 31, 2001. The
information contained in this report shall not be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission, nor
shall such information be incorporated by reference into any future filing
under the SECURITIES ACT of 1933, as amended, or the SECURITIES EXCHANGE ACT
of 1934, as amended, except to the extent that we specifically incorporate it
by reference in such filing.

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REVIEW WITH MANAGEMENT

The Audit Committee has reviewed and discussed our audited financial
statements with management.

REVIEW AND DISCUSSIONS WITH INDEPENDENT ACCOUNTANTS

The Audit Committee has discussed with KPMG LLP, our independent
accountants, the matters required to be discussed by SAS 61 (Codification of
Statements on Accounting Standards) which include, among other items, matters
related to the conduct of the audit of our financial statements.

The Audit Committee has also received written disclosures and the letter
from KPMG LLP required by Independence Standards Board Standard No. 1 (which
relates to the accountant's independence from us and our related entities)
and has discussed with KPMG LLP their independence from us.

CONCLUSION

Based on the review and discussions referred to above, the committee
recommended to our Board of Directors that our audited financial statements
be included in our annual Form 10-K report and our Annual Information Form
for the fiscal year ended December 31, 2001.

This report is submitted by the members of the Audit Committee of the
Board of Directors, namely:

Holger Kluge, Chairman
Joseph Aragona
Lloyd Darlington

APPOINTMENT OF AUDITORS

Unless such authority is withheld, the persons named in the accompanying
form of proxy intend to vote FOR the appointment of KPMG LLP, Chartered
Accountants, Toronto, Ontario, as our auditors to hold office until the next
annual meeting of Shareholders and to authorize the Board of Directors to fix
the remuneration of the auditors. KPMG LLP has audited our consolidated
balance sheets as at December 31, 2001, 2000 and 1999 and the consolidated
statements of operations, shareholders' equity and cash flows for the years
ended December 31, 2001, 2000 and 1999, as stated in their report appearing
in our Annual Report. KPMG LLP replaced Arthur Andersen LLP in March 1999,
several months prior to the time that we began to prepare the registration
statement relating to our initial public offering. The decision to change
accountants was approved by our Board of Directors. Under the applicable
rules of the U.S. Securities and Exchange Commission and the Canadian
Securities Administrators, we have not made any public filings containing any
report of Arthur Andersen LLP as to our financial statements.

Representatives of KPMG LLP are expected to be present at the Meeting
and to be available to respond to appropriate questions and to make
statements as they desire.

This resolution requires the approval of a majority of the votes cast
in person or by proxy by the Shareholders who vote in respect of the
resolutions at the Meeting.

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AUDIT FEE

KPMG LLP billed us CDN$519,595 (approximately US$335,439) for
professional services rendered in connection with the audit of our annual
financial statements for 2001, the quarterly reviews and other assurance
services.

ALL OTHER FEES

KPMG LLP billed us an aggregate of CDN$244,093 (approximately
US$157,581) for all other services rendered to us in 2001, other than the
services described above. The Audit Committee has considered whether the
provision of these services is compatible with maintaining KPMG LLP's
independence.

SHAREHOLDER PROPOSALS

Under applicable Canadian securities regulations, proposals of
resolutions by Shareholders intended to be presented at the 2003 Annual
Meeting of Shareholders must be received for inclusion in our Management
Information Circular and Proxy Statement for such meeting by February 23,
2003. Such proposals submitted pursuant to Rule 14a-8 under the U.S.
Securities Exchange Act and intended to be presented at such meeting must be
received not later than November 13, 2002, in order to be governed by such
Rule. Shareholders submitting such proposals are requested to address them to
724 Solutions Inc., 3rd Floor, 10 York Mills Road, Toronto, M2P 2G4,
Attention: Corporate Secretary.

AVAILABILITY OF CERTAIN DOCUMENTS

We will provide to any person, upon written request at any time:

(i) one copy of our current Annual Information Form together with one
copy of any document, or the pertinent pages of any document,
incorporated by reference therein;

(ii) one copy of our annual report on Form 10-K;

(iii) one copy of our most recently filed comparative annual financial
statements, together with the accompanying report of the
auditors, and one copy of any of our interim financial
statements that have been filed for any period after the end of
our most recently completed financial year; and

(iv) one copy of our information circular for our most recent annual
meeting of our Shareholders which involved, among other agenda
items, the election of directors,

provided that we may require the payment of a reasonable charge if the request
is made by a person who is not a securityholder of us, or in connection with any
request for the exhibits that have been filed with our annual report on Form
10-K. Written requests for a copy of the above-noted documents should be
directed to 724 Solutions Inc., 10 York Mills Road, 3rd Floor, Toronto, Ontario
M2P 2G4, Attention: Monica Zaied, Manager, Investor Relations.

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APPROVAL BY BOARD OF DIRECTORS

The undersigned, Chief Financial Officer, Senior Vice President,
Corporate Services and Corporate Secretary, certifies that the Board of
Directors of the Corporation has approved the contents and sending of this
Management Information Circular and Proxy Statement.

DATED the 14th day of March, 2002

By Order of the Board of Directors

/s/ Karen Basian
KAREN BASIAN
Chief Financial Officer, Senior Vice President
Corporate Services and Corporate Secretary

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724 SOLUTIONS INC.

PROXY FOR HOLDERS OF COMMON SHARES

SOLICITED BY MANAGEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 25, 2002

The undersigned holder of common shares of 724 Solutions Inc. (the
"Corporation"), hereby appoints John Sims, or failing him Karen Basian, or
instead of either of them ___________________________________________ as proxy
for the undersigned, with power of substitution, to attend and act for and on
behalf of the undersigned at the annual and special meeting (the "Meeting") of
shareholders of the Corporation to be held at 11:00 a.m. (Toronto time) on
Thursday, April 25, 2002 at the Glenn Gould Auditorium, Canadian Broadcasting
Centre, 250 Front Street West, Toronto, Ontario, Canada and at any adjournments
thereof and to vote, as directed below, all common shares in the capital of the
Corporation ("Common Shares") which the undersigned would be entitled to vote if
then personally present:

(a) FOR / / OR WITHHOLD FROM VOTING IN / / THE ELECTION OF
THE NOMINEES LISTED BELOW AS DIRECTORS OF THE CORPORATION FOR
A TERM OF ONE YEAR. (A shareholder may withhold authority to
vote for a particular nominee(s) by lining through or
otherwise striking out the name(s) of the particular
nominee(s) and checking the "FOR" box.)

GREGORY H. WOLFOND, JOHN J. SIMS, CHRISTOPHER E. ERICKSON,
LLOYD F. DARLINGTON, JAMES D. DIXON, HOLGER KLUGE, BARRY
REITER, JOSEPH ARAGONA, AND CHARLES M.B. GOLDMAN.

(b) FOR / / OR AGAINST / / OR WITHHOLD FROM VOTING ON / /
THE RESOLUTION TO APPOINT KPMG LLP, CHARTERED ACCOUNTANTS, AS
INDEPENDENT AUDITORS FOR FISCAL 2002 AND TO AUTHORIZE THE
BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS.

(c) IN HIS OR HER DISCRETION, WITH RESPECT TO ANY AMENDMENT OR
VARIATION TO THE MATTERS HEREINBEFORE SPECIFIED, OR ON SUCH
FURTHER OR OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENTS THEREOF.

THE PROXY NAMED ABOVE WILL VOTE OR WITHHOLD FROM VOTING THE SHARES IN RESPECT OF
WHICH HE OR SHE IS APPOINTED ON ANY BALLOT THAT MAY BE CALLED FOR IN ACCORDANCE
WITH THE DIRECTIONS OF THE SHAREHOLDER APPOINTING HIM OR HER. In the absence of
such direction, such shares will be voted FOR the resolutions specified in
paragraphs (a) and (b) above on any ballot that may be called for.

THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT THE SAID PROXY MAY DO BY
VIRTUE HEREOF, GRANTING TO THE SAID PROXY FULL POWER AND AUTHORITY TO ACT FOR
AND IN THE NAME OF THE UNDERSIGNED AT THE SAID MEETING OR AT ANY ADJOURNMENTS
THEREOF, AND HEREBY REVOKES ANY PROXY OR PROXIES HERETOFORE GIVEN TO VOTE,
ATTEND OR ACT WITH RESPECT TO THE SAID SHARES.

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This proxy is solicited on behalf of management of the Corporation and the
shares represented by this proxy will be voted or withheld from being voted, as
stated above, in accordance with the instructions of the undersigned on any
ballot that may be called for and, if the undersigned has specified a choice
with respect to any matter to be acted upon, the shares represented by this
proxy shall be voted accordingly at the Meeting and at any adjournments thereof.
The undersigned has the right to appoint a person to attend, vote and act for
and on his or her behalf at the Meeting or any adjournments thereof other than
the persons named above and may exercise such right by inserting the name of his
or her nominee, who need not be a shareholder of the Corporation, in the blank
space provided above for the purpose, or by completing another proper form of
proxy.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF MEETING DATED MARCH
14, 2002 AND OF THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR AND PROXY
STATEMENT.

DATED THE DAY OF , 2002

------------------------------------------
SIGNATURE OF REGISTERED SHAREHOLDER OR
AUTHORIZED SIGNING OFFICER

------------------------------------------
NAME OF REGISTERED SHAREHOLDER (PLEASE PRINT)

PLEASE INSERT THE DATE THAT THE PROXY IS SIGNED IN THE SPACE PROVIDED. IF THE
DATE HAS NOT BEEN INSERTED, THIS FORM OF PROXY IS DEEMED TO BEAR THE DATE ON
WHICH IT IS MAILED. PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR SHARE
CERTIFICATES. IF THE SHAREHOLDER IS A CORPORATION, THIS PROXY MUST BE EXECUTED
BY AN OFFICER OR ATTORNEY THEREOF DULY AUTHORIZED.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	4/30/98	32
	12/31/99	37		6-K, 20-F
	1/28/00	23
	6/15/00	17
	12/29/00	32
	12/31/00	37		10-K
	1/1/01	24
	1/17/01	17	22
	1/24/01	24
	1/31/01	26
	2/28/01	21
	3/1/01	12
	9/10/01	8
	9/11/01	8	25
	9/12/01	8
	12/31/01	2	37	10-K
	1/23/02	17
	2/1/02	33
	2/28/02	3	35
	3/1/02	7
	3/13/02	5
	3/14/02	41
	3/22/02	3
Filed On / Filed As Of	3/25/02
	3/31/02	32		10-Q
	4/23/02	2	3
For The Period Ended	4/25/02	2	40
	8/29/02	18
	11/13/02	38
	2/23/03	38
	7/27/11	20	21

Top				List All Filings

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

724 Solutions Inc · DEF 14A · For 4/25/02

Filed On 3/25/02 · SEC File 0-31146 · Accession Number 912057-2-11439

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents