COREL CORPORATION
NOTICE IS HEREBY GIVEN THAT a Special Meeting of Shareholders of Corel Corporation (the "Corporation") will be held at the offices of the Corporation, 1600 Carling Avenue, Ottawa, Ontario, K1Z 8R7, at 3:00 p.m. (Ottawa time) on the 25thday of September, 2002 for the following purposes:
1. to consider and, if deemed advisable, to pass, with or without amendment, Special Resolution No. 1, the full text of which is set out in Schedule A to the Management Proxy Circular, to reduce the stated capital account maintained in respect of the Corporation's common shares and the Corporation's Series A Participating Convertible Preferred Shares (the "Series A Shares");
2.to consider and, if deemed advisable, to pass, with or without amendment, Special Resolution No. 2, the full text of which is set out in Schedule B to the Management Proxy Circular, to amend the articles of the Corporation with respect to the rights, privileges, conditions and restrictions attaching to the Series A Shares; and
3. to transact such other business as may properly come before the meeting and any adjournment thereof.
This Notice is accompanied by a Form of Proxy and a Management Proxy Circular. The holders of common shares of the Corporation of record on August 26, 2002 will be entitled to receive notice of the Special Meeting of Shareholders (the " Special Meeting"). They will also be entitled to vote at the Special Meeting.
Dated this19th day of August, 2002.
If you are unable to attend the meeting in person, you are invited to complete, sign and return the accompanying Form of Proxy in the envelope provided and the Form of Proxy must be deposited not later than 5:00 p.m. (Ottawa time) on September 23, 2002 to either the Secretary of the Corporation at 1600 Carling Avenue, Ottawa, Ontario, K1Z 8R7 or Computershare Trust Company of Canada, 100 University Avenue, 11th Floor, Toronto, Ontario, M5J 2Y1.
COREL CORPORATION
1600 Carling Avenue, Ottawa, Ontario K1Z 8R7
MANAGEMENT PROXY CIRCULAR
SOLICITATION OF PROXIES BY MANAGEMENT