EXHIBIT 2

VISIBLE GENETICS INC.
700 BAY STREET
TORONTO, ONTARIO, CANADA
M5G 1Z6

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MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT
APRIL 13, 2001

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This Management Information Circular and Proxy Statement and the
accompanying proxy are being furnished to shareholders in connection with the
solicitation by management of Visible Genetics Inc. (the "Company") of proxies
to be voted at the 2001 Annual Meeting of Shareholders (the "Meeting") of the
Company to be held on May 17, 2001 at 4:00 p.m. (Toronto time) at the Sheraton
Centre Hotel, 123 Queen Street West, Toronto, Ontario, Canada M5H 2M9, and at
any adjournment thereof. This proxy statement and the proxies solicited hereby
are first being sent or delivered to shareholders on or about April 13, 2001.

GENERAL INFORMATION

All common shares ("common shares") and all Series A Convertible Preferred
Shares ("Series A preferred shares") of the Company represented at the Meeting
by properly executed proxies received by the Company at its offices at least one
hour prior to the Meeting or at the offices of the Company's transfer agent,
Mellon Investor Services, LLC, 44 Wall Street, 6th Floor, New York, New York
10005, by 4:00 p.m. (New York City time) on the business day immediately prior
to the date of the Meeting and which are not revoked, will be voted at the
Meeting. If the person executing or revoking a proxy does so under a power of
attorney or other authorization, including authorization by a corporation's
board of directors or shareholders, the Company must receive the original or a
duly certified copy of the power of attorney or other authorization. A proxy may
be revoked by a shareholder at any time prior to its use by voting in person at
the Meeting, by executing a later proxy, or by submitting a written notice of
revocation to the General Counsel of the Company at the Company's offices at
least one hour prior to the Meeting. If the proxy is signed properly by the
shareholder and is not revoked, it will be voted at the Meeting. If a
shareholder specifies how the proxy is to be voted, the proxy will be voted in
accordance with such specification. In the absence of any direction to the
contrary: the common shares represented by such proxies will be voted for the
election of management's nominees as the Class II Directors; the Series A
preferred shares represented by such proxies will be voted for the election of
management's nominee as the Series A Director; and the common shares and
Series A preferred shares (collectively, the "Shares") represented by such
proxies will be voted for the appointment of PricewaterhouseCoopers LLP as
auditors. 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 or any adjournments thereof.

The persons named in the enclosed form of proxy are officers of the Company.
A shareholder has the right to appoint a person (who need not be a shareholder)
to attend and act for him or her and on his or her behalf at the Meeting or any
adjournments thereof other than the persons designated on the enclosed form of
proxy. Such right may be exercised by striking out the names of the persons
designated on the enclosed form of proxy and by inserting in the blank space
provided for that purpose the name of the desired person or by completing
another proper form of proxy and, in either case,

delivering the completed and executed proxy to the Company at least one hour
prior to the meeting, or to the Company's transfer agent prior to 4:00 p.m. (New
York City time) on the business day immediately prior to the date of the meeting
or any adjournments thereof.

All costs in connection with the solicitation of the enclosed proxy will be
borne by the Company. In addition to solicitations of proxies by use of the
mail, certain officers or employees of the Company, without additional
remuneration, may solicit proxies personally or by telephone, facsimile and
telegraph. The Company will also request brokers, dealers, banks and their
nominees to solicit proxies from their clients, where appropriate, and will
reimburse them for reasonable expenses related thereto.

The presence of two or more shareholders in person entitled to vote at the
Meeting, or a duly appointed proxy holder or representative for a shareholder so
entitled, will constitute a quorum for the transaction of business at the
Meeting. Under the Company's by-laws, if a quorum is not present at the Meeting,
the shareholders present or represented may adjourn the Meeting to a fixed time
and place but may not transact any other business.

Only shareholders of record at the close of business on April 7, 2001 (the
"Record Date") are entitled to notice of and to vote at the Meeting. At the
close of business on the Record Date, 16,398,490 common shares were outstanding
and eligible for voting at the Meeting and 25,153 Series A preferred shares,
convertible into 2,604,593 common shares (which reflects accrued dividends
through January 15, 2001) were outstanding and eligible for voting at the
Meeting. Each holder of record of common shares is entitled to one vote for each
common share held on all matters to come before the Meeting. However, holders of
common shares may not vote for the election of the director to be elected by
holders of Series A preferred shares (the "Series A Director"). Each holder of
record of Series A preferred shares is entitled to the number of votes
corresponding to the number of common shares the holder is entitled to receive
upon conversion of such holder's Series A preferred shares plus accrued
dividends. Dividends on our Series A preferred shares accrue on January 15,
April 15, July 15 and October 15 of each year. Therefore, the number of votes
our Series A preferred shareholders may cast as of the Record Date reflects
dividends accrued through January 15, 2001. Holders of Series A preferred shares
vote separately for the election of one Series A director and are not entitled
to vote for any other directors.

For all matters other than the election of directors, the affirmative vote
of the holders of a majority of the votes attributable to the Shares voted at
the Meeting is required to approve each of the matters to be considered at the
Meeting. The affirmative vote of the holders of a majority of common shares
voted at the Meeting is required to elect the Class II Directors and the
affirmative vote of the holders of a majority of the Series A preferred shares
voted at the Meeting is required to elect the Series A Director.

All dollar amounts herein are expressed in United States dollars, unless
stated otherwise.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the beneficial
ownership of our outstanding common shares, as of the Record Date, for (i) all
shareholders known to us to beneficially own or exercise control or direction
over more than 5% of our common shares, and (ii) all directors and executive
officers as a group (14 persons):

NUMBER OF COMMON SHARES
BENEFICIALLY OWNED OR PERCENTAGE
OVER WHICH CONTROL OR OF
NAME TITLE OF CLASS DIRECTION IS EXERCISED CLASS(1)
- - ---- --------------- ----------------------- -------------

Franklin Resources, Inc.(2)................ Common Shares 2,464,364 13.0%

Peter K. Hilal, M.D. for Hilal Capital
Management LLC and Hilal Capital
Partners LLC(3).......................... Common Shares 2,033,570 10.4%

E.M. Warburg, Pincus & Co., LLC(4)......... Common Shares 2,299,801 12.1%

GeneVest Inc.(5)........................... Common Shares 1,489,834 7.8%

All directors and executive officers as a
group (14 persons)(6).................... Common Shares 494,939 *

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

* Less than 1 percent.

(1) The information in this table is based on our records, information provided
to us by directors and executive officers and a review of any Schedules 13D
and 13G filed in 2000 and 2001 by our shareholders with the Securities and
Exchange Commission. Beneficial ownership is determined in accordance with
rules of the Securities and Exchange Commission and includes shares over
which the indicated beneficial owner exercises voting and/or investment
power. Our common shares subject to options and/or warrants currently
exercisable or exercisable within 60 days are deemed outstanding for
computing the percentage ownership of the person holding the options and/or
warrants but are not deemed outstanding for computing the percentage
ownership of any other person. This information is based on 19,003,083
voting shares outstanding as of April 7, 2001, which includes 2,604,593
common shares issuable upon conversion of our Series A preferred shares as
of April 7, 2001, including accrued dividends through January 15, 2001. The
number of common shares issuable upon conversion of our Series A preferred
shares will increase as the dividends payable thereon accrue. Had dividends
been accrued through March 31, 2001, the number of voting shares outstanding
would have been 19,049,816, including 2,651,326 common shares issuable upon
conversion of our Series A preferred shares.

(2) Franklin Adviser, Inc., as investment advisor to Franklin Resources, Inc.,
has sole investment and dispositive power over these securities. Charles B.
Johnson and Robert H. Johnson, Jr. each own in excess of 10% of the
outstanding common stock of Franklin Resources, Inc. and may be deemed (for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) to be the beneficial owners of these securities.

(3) Consists of (i) 1,185,207 common shares, (ii) 305,265 common shares issuable
upon conversion of 2,948 Series A preferred shares and (iii) 543,098 common
shares issuable upon exercise of warrants held by Hilal Capital
International, Ltd., Hilal Capital, LP and Hilal Capital QP, LP. Hilal
Capital Management LLC is the investment manager of Hilal Capital
International, Ltd., and has investment and dispositive power over the
securities held by Hilal Capital International, Ltd. Hilal Capital Partners
LLC is general partner of Hilal Capital, LP and Hilal Capital QP, LP, and
has investment and dispositive power over the securities held by those
funds. Peter K. Hilal, M.D. manages and has sole discretion over Hilal
Capital Management LLC and Hilal Capital Partners LLC, and, in that
capacity, has ultimate investment and dispositive power over securities held
by

all of those funds. Had dividends on our Series A preferred shares been
accrued through March 31, 2001, the total number of common shares
beneficially owned would be 2,039,048 (12.5%), including 310,743 common
shares issuable upon conversion of our Series A preferred shares.

(4) Consists of (i) 1,086,514 common shares held by Warburg, Pincus Equity
Partners, L.P., which includes 1,086,446 common shares issuable upon
conversion of Series A preferred shares which it owns; (ii) 1,149,748 common
shares held by Warburg, Pincus Ventures International, L.P., which includes
1,149,716 common shares issuable upon conversion of Series A preferred
shares which it owns; (iii) 34,491 common shares held by Warburg, Pincus
Netherlands Equity Partners, I, C.V., which includes 34,482 common shares
issuable upon conversion of Series A preferred shares which it owns;
(iv) 22,994 common shares held by Warburg, Pincus Netherlands Equity
Partners, II, C.V., which includes 22,988 common shares issuable upon
conversion of Series A preferred shares which it owns; (v) 5,746 common
shares held by Warburg, Pincus Netherlands Equity Partners III, C.V., which
includes 5,696 common shares issuable upon conversion of Series A preferred
shares which it owns; and (vi) 308 common shares held by Warburg Pincus &
Co. Warburg, Pincus & Co. ("WP") is the sole general partner of each of
these funds. Each of these funds is managed by E.M. Warburg, Pincus & Co.,
LLC ("EMW LLC"). Lionel I. Pincus is the managing partner of WP and the
managing member of EMW LLC, and may be deemed to control both entities.
Jonathan S. Leff, a director of our company, is a general partner of WP and
a managing director and member of EMW LLC. Mr. Leff may be deemed to have an
indirect pecuniary interest (within the meaning of Rule 16a-1 under the
Securities Exchange Act of 1934, as amended) in an indeterminate portion of
the shares beneficially owned by these shareholders. Mr. Leff disclaims
beneficial ownership of all such shares. Had dividends on our Series A
preferred shares been accrued through March 31, 2001, the total number of
common shares beneficially owned would be 2,341,056 (12.2%), including
2,340,583 common shares issuable upon conversion of our Series A preferred
shares.

(5) GeneVest Inc. is a Canadian company incorporated pursuant to the laws of
Alberta, Canada. Mr. Sheldon Inwentash, one of our directors, is the
President and Chief Executive Officer of GeneVest and, together with his
affiliates, beneficially owns approximately 45% of GeneVest's issued and
outstanding common shares.

(6) Includes an aggregate of 384,447 common shares subject to options,
exercisable within 60 days from the Record Date, held by our directors and
executive officers, but excludes common shares held by GeneVest Inc. and
certain affiliated funds managed by E.M. Warburg, Pincus & Co., LLC.

As of the Record Date, there were 25,153 Series A preferred shares issued
and outstanding. Of those shares, 22,205 (88.3%) are owned by certain affiliated
funds managed by E.M. Warburg, Pincus & Co., LLC, and the other 2,948 (11.7%)
are owned by certain affiliated funds managed by Hilal Capital Management LLC
and Hilal Capital Partners LLC. These Series A preferred shareholders will vote
for the Series A Director.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Company's Board of Directors is comprised of: (i) three classes,
consisting of Class I Directors, Class II Directors and Class III Directors, and
(ii) the Series A Director. At each annual shareholders' meeting, successors to
the class of directors, other than the Series A Director, whose term expires at
that meeting are elected for a three-year term. The term of the Class II
Directors expire at the Meeting, and the terms of the Class III and Class I
Directors expire on the date of the annual shareholders' meetings to be held in
2002 and 2003, respectively. The Series A Director serves

for a one-year term and any vacancy may be filled only by a vote of the holders
of Series A preferred shares.

At the Meeting, the common shareholders will be asked to elect three
directors nominated by the Company's Board of Directors to serve as Class II
Directors for three years until the annual shareholders' meeting to be held
during 2004 and until their respective successors shall have been elected and
duly qualified. In addition, the holders of Series A preferred shares will be
asked to elect one director to serve as the Series A Director for one year until
the next annual shareholders' meeting and until his respective successor shall
have been elected and duly qualified.

Unless authority to do so is withheld, it is intended that proxies solicited
by the Board of Directors will be voted for the election of the persons
nominated. If any nominee is unable or unwilling to serve, which the Board of
Directors does not anticipate, the persons named in the proxy will vote for
another person in accordance with their best judgment.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSAL
NO. 1.

The following information is supplied with respect to each person nominated
and recommended to be elected by the Board of Directors of the Company, as well
as existing directors of the Company, based upon the records of the Company and
information furnished to it by the nominees.

NOMINEES TO BE VOTED UPON AT THE MEETING

Class II Directors Nominated for Terms Expiring in 2004

RICHARD T. DALY has been a Director of our company since June 1998, and
President and Chief Executive Officer since July 1999. Mr. Daly served as
Executive Vice President from March 1999 until July 1999. Prior to joining
Visible Genetics, Mr. Daly founded, and, from March 1989 through July 1998,
served as Chairman and Chief Executive Officer of Clinical Partners, Inc., a San
Francisco-based company providing comprehensive, therapy-specific management of
HIV and AIDS patients for employers and managed health-care organizations. Prior
to founding Clinical Partners, Mr. Daly spent over 15 years in the healthcare
industry with several companies in a variety of executive positions in sales,
marketing and general management, including serving as the President of Baxter
Canada for a period of four years, and President of the Health Data Institute.

DR. LLOYD M. SMITH has been a director of our company since March 1995.
Since June 1994, Dr. Smith has been Professor of Chemistry at the University of
Wisconsin-Madison. Dr. Smith has been involved in the development of
fluorescence-based automated DNA sequencers for over 15 years, has written
numerous scientific papers and is a named inventor on a number of U.S. patents.
Dr. Smith is a past member of the National Institutes of Health National Human
Genome Research Institute Study Section. Dr. Smith is a member of the Scientific
Advisory Board of CuraGen Corp. He also serves, or has served, on the editorial
boards of GENOME RESEARCH, DNA SEQUENCE GENETIC ANALYSIS: TECHNIQUES AND
APPLICATIONS and JOURNAL OF CAPILLARY ELECTROPHORESIS and was a member of the
scientific advisory boards of Fotodyne Incorporated and Boehringer Mannheim
Corp. Dr. Smith is currently a member of the Board of Directors of Third Wave.

DR. KONRAD M. WEIS has been a director of our company since 1997. Dr. Weis
has been the honorary Chairman of Bayer Corporation since 1991. He was President
and Chief Executive Officer of the company that later became Bayer Corporation
from 1974 until his retirement in 1991. He presently is a member of the boards
of directors of Demegen Inc. and Titan Pharmaceuticals, Inc.

Series A Director Nominated for a Term Expiring in 2002

JONATHAN S. LEFF has been a director of our company since July 1999, serving
as the nominee of the Series A preferred shareholders. Mr. Leff joined E.M.
Warburg, Pincus & Co., LLC in July 1996 as an Associate. In January 1999, he
became a Vice President, and in January 2000, he became a Managing Director.
Mr. Leff is also a director of Intermune Pharmaceuticals Inc., Transkaryotic
Therapies, Inc. and a number of private health care companies.

DIRECTORS NOT STANDING FOR ELECTION AT THE MEETING

Class III Directors up for Election in 2002

SHELDON INWENTASH has been a director of our company since April 1994. Since
November 1993, Mr. Inwentash has been the Chairman and Chief Executive Officer
of GeneVest Inc., a Canadian company which is a principal shareholder of our
company. Since February 1992, Mr. Inwentash has been the Chairman and Chief
Executive Officer of Pinetree Capital Corp., a venture capital firm.

JACQUES R. LAPOINTE has been a director of our company since April 2000.
Since June 1998, Mr. Lapointe has been President and Chief Operating Officer of
BioChem Pharma Inc. From April 1994 to June 1998, Mr. Lapointe was Managing
Director and Business Development Director of Glaxo Wellcome Plc. Mr. Lapointe
is presently a member of the board of directors of BioChem Pharma Inc. and
ConjuChem Inc., a biotechnology company.

PROF. J. ROBERT S. PRICHARD has been a director of our company since
May 1999. Since July 2000, Prof. Prichard has been a Visiting Professor of Law
at Harvard University and President Emeritus of the University of Toronto. From
1990 until July 2000, Prof. Prichard was the President of the University of
Toronto. From 1984 to 1990, Prof. Prichard was Dean of the Faculty of Law at the
University of Toronto. Prof. Prichard is a past Chairman of the Council of
Ontario Universities, a past director of the Association of American
Universities and a past director of the Association of Universities and Colleges
of Canada and the International Association of Universities. Prof. Prichard
presently serves as a director of Onex Corporation, BioChem Pharmaceuticals,
Moore Corporation Limited, Four Seasons Hotels Inc., Tesma International Inc.,
Bank of Montreal, Brascan Corp., Charles River Associates, George Weston Ltd.,
St. Lawrence Cement, 7/24 Solutions, Inc. and Gildan Activeware.

Class I Directors up for Election in 2003

MICHAEL A. CARDIFF has been a director of our company since June 1999. Since
September 1999, Mr. Cardiff has been President and Chief Executive Officer of
Fincentric Corporation (formerly Prologic Corporation), a developer of software
solutions for the financial services industry. From October 1996 to
September 1999, Mr. Cardiff was Executive Vice President, Financial Services of
EDS Canada. From November 1994 to September 1996, Mr. Cardiff was Senior Vice
President of Sales and Marketing of EDS Canada and from 1989 to 1994, he held
several positions with Stratus Computer Corp.

J. SPENCER LANTHIER has been a director of our company since April 2000.
From 1993 until his retirement in 1999, Mr. Lanthier was Chairman and Chief
Executive Officer of KPMG Canada LLP. Mr. Lanthier is presently a member of the
board of directors of Bank of Canada, British Energy (Canada) Ltd., Bruce
Power, Inc., Co-Steel, Inc., Ellis-Don, Inc., Toronto Stock Exchange and Ventra
Group, Inc.

There are no family relationships among the officers and directors of the
Company.

CORPORATE GOVERNANCE

Pursuant to the BUSINESS CORPORATIONS ACT (Ontario) and the Company's
by-laws, a majority of the Company's Board of Directors and each committee of
the Board of Directors must be resident Canadians. A "resident Canadian" is an
individual who is either a Canadian citizen ordinarily resident in Canada, or a
permanent resident within the meaning of the IMMIGRATION ACT (Canada) who is
ordinarily resident in Canada.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company's Board of Directors has two standing committees, the Audit
Committee and the Compensation Committee.

AUDIT COMMITTEE. The Audit Committee recommends to the Board of Directors
the firm to be appointed each year as independent auditors of the Company's
financial statements and to perform services related to the completion of such
audit. The Audit Committee also has responsibility for:

- reviewing the scope and results of the audit with the independent
auditors;

- reviewing with management and the independent auditors the Company's
interim and year-end financial condition and results of operations;

- considering the adequacy of the internal accounting, bookkeeping and
control procedures of the Company; and

- reviewing any non-audit services and special engagements to be performed
by the independent auditors and considering the effect of such performance
on the auditors' independence.

The Audit Committee also reviews at least once each year the terms of all
material transactions and arrangements between the Company and its affiliates.
The members of the Audit Committee are Messrs. Inwentash, Leff and Lanthier.

COMPENSATION COMMITTEE. The Compensation Committee establishes and reviews
overall policy and structure with respect to compensation matters, including the
determination of compensation arrangements for directors, executive officers and
key employees of the Company. The Compensation Committee is also responsible for
the administration and award of options to purchase shares pursuant to the
Company's option and share purchase plans. The members of the Compensation
Committee are Messrs. Cardiff, Leff and Prichard.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning total compensation
earned or paid to our executive officers for services rendered to our company
during the fiscal year ended December 31, 2000.

EXECUTIVE OFFICER COMPENSATION SUMMARY TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- -------------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS GRANTED (#) COMPENSATION ($)
- - ---- -------- ---------- --------- ---------------- ------------------- ----------------

Richard T. Daly............ 2000 248,667 100,000 1,908 120,000 --
Thomas J. Clarke........... 2000 159,385 -- -- 40,000 --
Timothy W. Ellis........... 2000 180,000 -- -- -- --
Dr. Arthur W.G. Cole....... 2000 164,285 37,711 5,977 30,000 --
Dr. James M. Dunn.......... 2000 130,460 -- 8,293 30,000 --
Marguerite Ethier.......... 2000 125,207 16,654 -- 25,000 --

All of our directors who are not employees receive a $2,500 fee for each
Board of Directors or committee meeting they attend, up to $10,000 per year.
Directors who are not employees are also eligible to participate in our 1997
Director Option Plan or our 2000 Employee Share Option Plan. All directors are
reimbursed for reasonable out-of-pocket travel expenses incurred by them in
attending meetings of the Board of Directors or committee meetings. Our
directors receive no other compensation for serving in their capacity as
directors of our company.

The following table sets forth information concerning options granted to our
executive officers and directors during the fiscal year ended December 31, 2000.

OPTION GRANTS DURING 2000

NUMBER OF OPTIONS EXERCISE PRICE
NAME GRANTED ($/SHARE) EXPIRATION DATE
- - ---- ----------------- -------------- ---------------

Richard T. Daly................................... 120,000 $32.63 2010
Thomas J. Clarke.................................. 40,000 $15.00 2009
Dr. Arthur W.G. Cole.............................. 30,000 $48.88 2010
Dr. James M. Dunn................................. 30,000 $48.88 2010
Marguerite Ethier................................. 25,000 $15.00 2010
Michael A. Cardiff................................ 15,000 $43.13 2010
J. Spencer Lanthier............................... 15,000 $32.75 2010
15,000 $43.13 2010
Jacques R. Lapointe............................... 15,000 $32.75 2010
15,000 $43.13 2010

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

Dr. John K. Stevens, served as the President and Chief Executive Officer of
our company until his retirement in July 1999. In accordance with the terms of
his employment agreement, Dr. Stevens received a severance package of two years
salary plus benefits. We extended the termination date of Dr. Stevens' options
until 2003. In November 1999, Dr. Stevens retired as Chairman of the Board of
Directors. In 2000, we paid Dr. Stevens $210,400. Under the terms of our
agreement with Dr. Stevens, he is entitled to receive an additional $105,200
during 2001, subject to certain conditions.

In November 1999, Dr. Chalom Sayada's employment as our Vice President for
European Business Development was terminated. In connection with his termination
of employment, we paid him $262,500. In addition, we retained him as a
consultant to provide marketing and strategy services to us

for 18 months. In consideration of such services, he earned $151,248 in 2000 and
will earn approximately $44,000 for the remaining 4 months of service.

In June 2000 we filed a registration statement with the Securities and
Exchange Commission covering 1,927,134 common shares owed by GeneVest Inc.
Mr. Sheldon Inwentash, one of our directors, is the President and Chief
Executive Officer of GeneVest and, together with his affiliates, beneficially
owns approximately 45% of GeneVest's issued and outstanding common shares.

During 2000, we paid an aggregate of $64,487 in consulting fees to Clinical
Partners, Inc. in connection with clinical studies performed by Clinical
Partners for us. Richard T. Daly, our President and Chief Executive Officer, was
the founder, and through July 1998, served as Chairman and Chief Executive
Officer of Clinical Partners. During 2000, Mr. Daly was not, and currently is
not, an officer, director or shareholder of Clinical Partners.

For a description of transactions involving the Company and the Hilal funds
and the Warburg Pincus funds, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital Resources"
contained in the Company's 2000 Annual Report, enclosed with this Management
Information Circular and Proxy Statement.

PROPOSAL NO. 2
APPOINTMENT OF AUDITORS

At the Meeting, the shareholders will be asked to approve the reappointment
of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as auditors of the
Company to hold office until the next annual meeting of shareholders and to
authorize the Board of Directors to fix their remuneration. A representative of
PricewaterhouseCoopers will attend the Meeting and will have an opportunity to
make a statement if he so desires and respond to appropriate questions.
PricewaterhouseCoopers served as the Company's auditors for the year ended
December 31, 2000.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSAL
NO. 2.

ADDITIONAL INFORMATION

A copy of the Company's Annual Report on Form 20-F for the year ended
December 31, 2000, as filed with the Securities and Exchange Commission, is
available on request by writing to Mr. Thomas J. Clarke, Chief Financial
Officer, Visible Genetics Inc., 700 Bay Street, Box 333, Toronto, Ontario,
Canada M5G 1Z6.

OTHER MATTERS

Management knows of no other matters to come before the meeting other than
the matters referred to in the Notice of Meeting of Shareholders. However, if
any other matters, which are not now known to management, should properly come
before the Meeting, the proxy will be voted upon such matters in accordance with
the best judgment of the person voting the proxy.

DIRECTORS' APPROVAL

The contents and sending of this Management Information Circular to the
shareholders of the Company have been approved by the Board of Directors.

Toronto, Ontario, Canada, April 13, 2001.

By order of the Board of Directors

Richard T. Daly
PRESIDENT AND CHIEF EXECUTIVE OFFICER