Exhibit 99C

LIMITED VOTING SHARES
                                      PROXY

The undersigned shareholder of CINAR Corporation (the "CORPORATION" or "CINAR")
hereby appoints Robert Despres, failing whom, Stuart C. Snyder, in each case
with full power of substitution, or instead of the foregoing, as the proxyholder
of the undersigned to attend and act for and on behalf of the undersigned at THE
SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE HELD AT 11:00 A.M.
(EASTERN TIME) ON TUESDAY, FEBRUARY 17, 2004 IN THE SALON HOCHELAGA 4, FAIRMONT
QUEEN ELIZABETH HOTEL, 900 RENE-LEVESQUE BOULEVARD WEST, MONTREAL, QUEBEC,
CANADA, and at any adjournment or postponement thereof to the same extent and
with the same power as if the undersigned were present in person thereat and
with authority to vote, as directed below, all Limited Voting Shares of CINAR
which the undersigned would be entitled to vote if then personally present, and
act in the said proxyholder's discretion with respect to amendments or
variations to matters referred to in the notice of the Meeting and with respect
to other matters which may properly come before the Meeting. THIS PROXY IS
SOLICITED BY AND ON BEHALF OF THE MANAGEMENT OF THE CORPORATION.

The said proxyholder is specifically directed to vote the shares registered in
the name of the undersigned as indicated below:

1.   FOR [ ] or AGAINST [ ] a special resolution (the "Stated Capital
     Resolution") to reduce the stated capital of the Limited Voting Shares of
     CINAR by $323,206,000 and to effect such reduction by increasing CINAR's
     contributed surplus by the same amount and transferring such amount from
     contributed surplus to reduce the amount of CINAR's deficit by the same
     amount. The full text of the Stated Capital Resolution is set out in
     Appendix F to the Management Proxy Circular of the Corporation dated
     January 14, 2004 (the "Circular").

2.   FOR [ ] or AGAINST [ ] a special resolution to approve a plan of
     arrangement pursuant to section 192 of the CANADA BUSINESS CORPORATIONS ACT
     (the "Arrangement Resolution"), the full text of which special resolution
     is set out in Appendix E to the Circular.

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 or
postponements thereof, and hereby revokes any proxy or proxies heretofore given
to vote, attend or act with respect to the said shares.

The undersigned hereby acknowledges receipt of the Notice of Meeting dated
January 14, 2004 and the Circular.

Date:                                Print Name:

                                     Signature:

Notes:

(1)  This form of proxy must be executed by the shareholder or his attorney
     authorized in writing or, if the shareholder is a corporation, under the
     corporate seal or by an officer or attorney thereof duly authorized. Joint
     holders should each sign. Executors, administrators, trustees, etc., should
     so indicate when signing.

(2)  A SHAREHOLDER MAY APPOINT AS PROXYHOLDER A PERSON (WHO NEED NOT BE A
     SHAREHOLDER) OTHER THAN THE PERSONS DESIGNATED IN THIS FORM OF PROXY TO
     ATTEND AND ACT ON HIS BEHALF AT THE MEETING OR AT ANY ADJOURNMENTS OR
     POSTPONEMENTS THEREOF BY INSERTING THE NAME OF SUCH OTHER PERSON IN THE
     SPACE PROVIDED OR BY COMPLETING ANOTHER PROPER FORM OF PROXY.

(3)  THE SHARES REPRESENTED BY THIS PROXY WILL, ON ANY BALLOT THAT MAY BE CALLED
     FOR, BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN BY THE SHAREHOLDER;
     IN THE ABSENCE OF ANY CONTRARY INSTRUCTIONS, THIS PROXY WILL BE VOTED "FOR"
     THE STATED CAPITAL RESOLUTION AND "FOR" THE ARRANGEMENT RESOLUTION.

(4)  A duly completed form of proxy must be deposited with Computershare Trust
     Company of Canada, Proxy Department, 100 University Avenue, 9th Floor,
     Toronto, Ontario, Canada M5J 2Y1, no later than the close of business on
     the last business day prior to the date of the Meeting or of any
     reconvening of the Meeting in case of adjournment or postponement, or with
     the Chairman of the Meeting prior to the commencement thereof.

(5)  If this proxy is not dated in the space above, it will be deemed to bear
     the date on which it is mailed by the Corporation.

(6)  Registered holders of shares are entitled to dissent from the Arrangement
     Resolution in accordance with the dissent procedures (the "Dissent
     Procedures") described in the section entitled "Dissenting Shareholder
     Rights" in the Circular and as set out in the section entitled "Rights of
     Dissent" in the Plan of Arrangement attached as Appendix C to the Circular.
     THE DISSENT PROCEDURES REQUIRE THAT A REGISTERED HOLDER OF SHARES OF THE
     CORPORATION WHO WISHES TO DISSENT MUST PROVIDE A DISSENT NOTICE TO THE
     CORPORATION NOT LATER THAN 5:00 P.M. ON THE SECOND BUSINESS DAY PRECEDING
     THE MEETING (OR ANY ADJOURNMENT THEREOF). IT IS IMPORTANT THAT SHAREHOLDERS
     STRICTLY COMPLY WITH THIS REQUIREMENT WHICH IS DIFFERENT FROM THE STATUTORY
     DISSENT PROVISIONS OF THE CANADA BUSINESS CORPORATIONS ACT WHICH WOULD
     PERMIT A NOTICE OF DISSENT TO BE PROVIDED AT OR PRIOR TO THE MEETING. A
     shareholder may only exercise the right to dissent in respect of shares
     which are registered in that shareholder's name. In many cases, shares
     beneficially owned by a holder (a "Beneficial Holder") are registered in
     the name of a securities dealer or broker or other intermediary, or a
     clearing agency. Shareholders, including Beneficial Holders, who wish to
     dissent should carefully review the Dissent Procedures. THE FAILURE TO
     STRICTLY COMPLY WITH THE DISSENT PROCEDURES MAY RESULT IN THE LOSS OR
     UNAVAILABILITY OF THE RIGHT TO DISSENT. AN INSTRUCTION IN THIS FORM OF
     PROXY TO VOTE AGAINST THE ARRANGEMENT RESOLUTION DOES NOT CONSTITUTE A
     NOTICE OF DISSENT.

               PLEASE COMPLETE AND RETURN IN THE ENVELOPE PROVIDED