Exhibit 99.1

COOLBRANDS INTERNATIONAL INC.

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of CoolBrands
International Inc. (the "Corporation") will be held at The Sheraton Parkway
(Thornhill Room), 600 Highway 7 East, Richmond Hill, Ontario, on February 25,
2005, at 10:00 a.m. (Toronto time) (the "Meeting") for the following purposes:

1. to consider and receive the financial statements of the Corporation for the
year ended August 31, 2004, together with the report of the auditor
thereon;

2. to elect directors of the Corporation;

3. to recommend the re-appointment of BDO Dunwoody LLP as the auditor of the
Corporation and to authorize the directors to fix the auditor's
remuneration; and

4. to transact such other business as properly may be brought before the
Meeting or any adjournments or postponements thereof.

Holders of multiple voting shares and subordinate voting shares who are unable
to attend the meeting in person are requested to sign and return the enclosed
form of proxy in the envelope provided for that purpose. To be effective,
proxies must be received before 5:00 p.m. (Toronto time) on February 23, 2005 by
Equity Transfer Services Inc., 120 Adelaide Street West, Suite 420, Toronto,
Ontario, M5H 3V1, or by facsimile at 416-361-0470, or by the close of business
on the second business day preceding the date of any adjourned or postponed
meeting, or be presented prior to the commencement of the Meeting or any
adjourned or postponed meeting.

The Corporation's Annual Report for the year ended August 31, 2004, and
management information circular are enclosed with this notice of meeting.

Only shareholders of record at the close of business on January 17, 2005 are
entitled to notice of

the Meeting and any adjournment or postponement thereof, while only shareholders
of record as of the close of business on January 17, 2005 are entitled to vote
at the Meeting, except to the extent that a person has transferred any multiple
voting shares or subordinate voting shares after that date and the new holder of
such shares establishes proper ownership and demands not later than 10 days
before the date of the Meeting to be included in the list of shareholders
eligible to vote at the Meeting.

DATED at Markham, Ontario this 17th day of January, 2005

BY ORDER OF THE BOARD OF DIRECTORS

Aaron Serruya
---------------------------------------

Aaron Serruya
Secretary

COOLBRANDS INTERNATIONAL INCORPORATED

MANAGEMENT INFORMATION CIRCULAR

Solicitation of Proxies

This management information circular is furnished in connection with the
solicitation of proxies by or on behalf of the management of COOLBRANDS
INTERNATIONAL INC. (the "Corporation") for use at the annual meeting of
shareholders of the Corporation (the "Meeting") to be held at the time and place
and for the purposes set forth in the attached notice of annual meeting of
shareholders (the "Notice of Meeting"). The cost of solicitation cost will be
borne by the Corporation. All references in this management information circular
to the "Meeting" include references to any adjournments or postponements
thereof.

Appointment And Revocation Of Proxies

The persons named in the enclosed form of proxy are directors of the
Corporation. A shareholder has the right to appoint a person (who need not be a
shareholder) to attend and act for him and on his behalf at the Meeting other
than the persons designated in the enclosed form of proxy. Such right may be
exercised by striking out the names of the persons designated in 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. To be
effective, proxies must be received before 5:00 p.m. (Toronto time) on February
23, 2005 by Equity Transfer Services Inc., 120 Adelaide Street West, Suite 420,
Toronto, Ontario, M5H 3V1, or by facsimile at 416-361-0470, or by the close of
business on the second business day preceding the date of any adjourned or
postponed meeting, or be presented prior to the commencement of the Meeting or
any adjourned or postponed meeting. A shareholder forwarding the enclosed proxy
may indicate the manner in which the appointee is to vote with respect to any
specific item by checking the appropriate space. If the shareholder giving the
proxy wishes to confer a discretionary authority with respect to any item of
business then the space opposite the item is to be left blank.

In accordance with the Company Act (Nova Scotia) (the "Act") and applicable
securities laws, a shareholder who has given a proxy may revoke it at any time
to the extent that it has not been exercised. A proxy may be revoked, as to any
manner on which a vote shall not already have been cast pursuant to the
authority conferred by such proxy, by instrument in writing executed by the
shareholder or by his attorney authorized in writing or, if the shareholder is a
body corporate, under its corporate seal or by an officer or attorney thereof
duly authorized, and deposited either with the Corporation or its transfer agent
at any time up to and including the last business day preceding the day of the
Meeting, or any adjournment thereof, at which the proxy is to be used or with
the Chairman of the Meeting on the date of the Meeting, or any adjournment
thereof, and upon either of such deposits the proxy is revoked. A proxy may also
be revoked in any other manner permitted by law.

Exercise Of Discretion Of Proxies

The persons named in the enclosed form of proxy will vote the shares in respect
of which they are appointed in accordance with the direction of the shareholders
appointing them. In the absence of such direction, such shares will be voted in
favour of the nominees proposed below for election as directors and in favour of
the appointment of BDO Dunwoody LLP as the auditor of the Corporation. 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 at the date of this management information circular,
management knows of no such amendments, variations or other matters to come
before the Meeting other than the matters referred to in the Notice of Meeting.

Date of Information

Information in this management information circular is given as of January 11,
2005, or such other date if so specified.

Voting Securities

On January 11, 2005, 6,029,865 multiple voting shares and 49,891,068 subordinate
voting shares in the capital of the Corporation were issued and outstanding.
Each multiple voting share entitles the registered holder thereof to ten votes
at all meetings of shareholders. Each subordinate voting share entitles the
registered holder thereof to one vote at all meetings of shareholders. Holders
of subordinate voting shares exercise in the aggregate approximately 45.3% of
the voting rights attached to all voting securities of the Corporation.

In the event that an offer to purchase multiple voting shares is made to holders
of such shares, and the offer is required by securities legislation or stock
exchange rule to be made to all, or substantially all, of the holders of
multiple voting shares in Canada, holders of subordinate voting shares have an
option to convert their subordinate voting shares into multiple voting shares.
This option commences on the eighth day after the date the offer is made to
holders of multiple voting shares and ends on the date of expiry of the offer.
This conversion right will not apply if, within seven days of the date of the
offer, registered shareholders owning more than 50% of the then outstanding
multiple voting shares confirm to the transfer agent and secretary of the
Corporation, among other items, that they will not tender any multiple voting
shares in acceptance of the offer without having given the transfer agent and
secretary written notice of their acceptance or intended acceptance of the offer
at least seven days prior to the expiry date of the offer. If the right of
conversion to multiple voting shares is available to holders of subordinate
voting shares and is duly exercised, all multiple voting shares so converted
will be deemed to be deposited to the offer. If any

converted multiple voting shares are withdrawn, or are not ultimately taken up
by the offeror, such converted multiple voting shares shall be automatically
reconverted to subordinate voting shares. Subject to the following paragraph,
all voting shareholders of record as of the record date are entitled either to
attend and vote thereat in person the shares held by them or, provided a
completed and executed proxy shall have been delivered to Equity Transfer
Services Inc. within the time specified herein, to vote thereat by proxy the
shares held by them.

The Corporation has fixed January 17, 2005, as the record date for the purpose
of determining shareholders entitled to receive notice of, and to vote at, the
Meeting. In accordance with the provisions of the Act, the Corporation will
prepare a list of holders of shares at the close of business on the record date.
Each holder of voting shares named in the list will be entitled to vote at the
Meeting the shares shown opposite his name on the list except to the extent
that: (a) the shareholder has transferred any of his shares after the date on
which the list was prepared; and (b) the transferee of those shares produces
properly endorsed share certificates or otherwise establishes that he owns such
shares and demands not later than 10 days before the Meeting that his name be
included in the list of shareholders eligible to vote at the Meeting, in which
case the transferee is entitled to vote his shares at the Meeting.

Principal Holders of Voting Securities

To the knowledge of the directors and senior officers of the Corporation, the
only persons, firms or corporations which beneficially own or exercise control
or direction over securities of the Corporation carrying more than ten percent
of the voting rights attached to any class of outstanding voting securities of
the Corporation is The Serruya Family Trust which, directly and indirectly, owns
4,233,332 multiple voting shares of the Corporation or approximately 38.4% of
the votes attaching to all outstanding shares. The Serruya Family Trust was
created and settled for the benefit of certain members of the Serruya family of
Toronto, Ontario. Certain members of the Serruya family serve as directors and
officers of the Corporation.

In addition, Richard E. Smith, David M. Smith and David J. Stein hold
1,419,467, 288,106 and 45,138 multiple voting shares, representing 12.8%, 2.6%
and 0.4% of the votes attaching to all outstanding shares of the Corporation,
respectively.

Michael Serruya and Aaron Serruya currently own 56,000 and 56,149 subordinate
voting shares, respectively, representing 0.05% and 0.05% of the votes attaching
to all outstanding shares of the Corporation. Richard E. Smith owns 8,300
subordinate voting shares, representing approximately 0.01% of the votes
attaching to all outstanding shares of the Corporation, respectively.

Pursuant to a Board Representation Agreement described below under "Election of
Directors - Board Representation Agreement", The Serruya Family Trust, Michael
Serruya, Aaron Serruya, Richard E. Smith, David M. Smith and David J. Stein have
agreed with each other to vote all of their respective shares of the
Corporation, representing in the aggregate approximately 54.2% of the votes
attaching to all outstanding shares of the Corporation, in favour of the
nominees proposed below for election as directors.

Voting Of Subordinate Voting Shares - Advice To Beneficial Shareholders

The information set forth in this section is of significant importance to
holders of subordinate voting shares who hold their subordinate voting shares in
"book-entry" form, meaning that they are held through brokers and nominees and
not in their own name. Holders of subordinate voting shares who do not hold
their subordinate voting shares in their own name (referred to in this circular
as beneficial shareholders) should note that only proxies deposited by holders
of subordinate voting shares whose names appear on the records of the
Corporation as the registered holders of subordinate voting shares can be
recognized and acted upon at the Meeting. If subordinate voting shares are
listed in an account statement provided to a holder of subordinate voting shares
by a broker, then in almost all cases those subordinate voting shares will not
be registered under the name of the holder on the records of the Corporation.
Such subordinate voting shares will more likely be registered under the name of
the beneficial shareholder's broker, or an agent or nominee of that broker.
Subordinate voting shares held by brokers or their agents and nominees can only
be voted for, or withheld from voting, or voted against, any resolution, upon
the instructions of the beneficial shareholder. Without specific instructions,
brokers and their agents and nominees are prohibited from voting the securities
for their clients.

Applicable Canadian regulatory policy requires intermediaries and brokers to
seek voting instructions from beneficial shareholders in advance of a meeting of
shareholders of the Corporation. Every intermediary and broker has its own
mailing procedures and provides its own return instructions, which should be
carefully followed by beneficial shareholders in order to ensure that their
subordinate voting shares are voted at the Meeting. Often, the form of proxy
supplied to a beneficial shareholder by its broker is identical to the form of
the proxy provided to registered holders of subordinate voting shares; however,
its purpose is limited to instructing the registered holder of subordinate
voting shares how to vote on behalf of the beneficial shareholder. A beneficial
shareholder receiving a proxy from an intermediary cannot use that proxy to vote
subordinate voting shares directly at the Meeting, rather the proxy must be
returned to the intermediary well in advance of the Meeting in order to have the
subordinate voting shares voted.

Securities Authorized For Issuance Under Equity Compensation Plans

The Corporation has three equity compensation plans - a stock option plan
established in 1998 (the "1998 Stock Option Plan"), a plan established in 1994
(the "Predecessor Plan"), and the 2002 Stock Option Plan, as amended (the "2002
Stock Option Plan"). The Predecessor Plan, the 1998 Stock Option Plan and the
2002 Stock Option Plan have each been approved by the shareholders of the
Corporation, or its predecessor corporate entities. Aggregate information with
respect to these plans is set forth in the table below and is given as of
August 31, 2004.

- ----------------------------------------------------------------------------------------------------------------------
Number of Common Shares Weighted Average Number of Securities
to be Issued Upon Exercise Price of Remaining Available for
Exercise of Outstanding Outstanding Options, Future Issuance under
Plan Category Options, Warrants and Rights Warrants and Rights Equity Compensation Plans
- ----------------------------------------------------------------------------------------------------------------------

Equity Compensation Plans Approved 3,776,000 18.47 648,502
by Securityholders
- ----------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans Not N/A N/A N/A
Approved by Securityholders
- ----------------------------------------------------------------------------------------------------------------------

BUSINESS TO BE CONDUCTED AT THE MEETING

Election of Directors

Eleven directors will be elected at the Meeting and unless authority to do so is
withheld, the persons named in the enclosed form of proxy intend to vote for the
election of the nominees whose names are set forth below. Management does not
contemplate that any of the nominees will be unable to serve as a director but
if that should occur for any reason prior to the Meeting, it is intended that
discretionary authority shall be exercised by the persons named in the enclosed
form of proxy to vote the proxy for the election of any other person or persons
in place of any nominee or nominees unable to serve. Each director elected will
hold office until the close of business of the annual meeting of shareholders of
the Corporation following his election unless his office is earlier vacated in
accordance with the Corporation's Memorandum and Articles of Association and the
Act.

The statement as to the shares of the Corporation beneficially owned or over
which control or direction is exercised by the nominees for election as
directors hereinafter named is in each instance based upon information furnished
by the person concerned. The names of the nominees for election as directors,
their municipality of residence, their positions with the Corporation, the year
they become a director of the Corporation and the number of shares beneficially
owned, directly or indirectly, or over which control or direction is exercised
is as follows:

- --------------------------------------------------------------------------------------------------------------------------
Number of Number of
Principal Multiple Voting Subordinate Voting
Year Became Occupation Shares Shares
Name Director and Business Beneficially Held Beneficially Held
- --------------------------------------------------------------------------------------------------------------------------

Robert E. Baker Nominee President of The Baker - -
Omaha, Nebraska Group, a private
marketing consulting
firm.
- --------------------------------------------------------------------------------------------------------------------------
Joseph Binder Nominee Treasurer, Executive - -
New York, New York Committee Member and
Director of Key Food
Cooperative and
President of Penguin
Supermarkets, Inc.
- --------------------------------------------------------------------------------------------------------------------------
Beth L. Bronner Nominee Senior Vice President & - -
Chicago, Illinois Chief Marketing Officer
of Jim Beam Brands Co.,
a division of Fortune
Brands, Inc.
- --------------------------------------------------------------------------------------------------------------------------
Romeo DeGasperis (2)(3)(4) 2000 Director, Vice President - -
Toronto, Ontario Con-Drain Company Ltd.
- --------------------------------------------------------------------------------------------------------------------------
Aaron Serruya 1994 Executive Vice President 4,233,332(1) 56,149
Thornhill, Ontario & Secretary
- --------------------------------------------------------------------------------------------------------------------------
Michael Serruya (3) 1994 Co-Chairman of the Board 4,233,332(1) 56,000
Thornhill, Ontario
- --------------------------------------------------------------------------------------------------------------------------
Irwin D. Simon Nominee Chairman of the Board, - - (5)
New York, New York President and Chief
Executive Officer of The
Hain Celestial Group, Inc.
Inc.
- --------------------------------------------------------------------------------------------------------------------------

David M. Smith (3) 1998 Vice-Chairman and Chief 288,106 -
North Hills, New York Operating Officer
- --------------------------------------------------------------------------------------------------------------------------
Richard E. Smith (3) 1998 Co-Chairman of the Board 1,419,467 12,600
Southhampton, New York & Co-Chief Executive
Officer
- --------------------------------------------------------------------------------------------------------------------------
David J. Stein (4) 1998 President, Co-Chief 45,138 -
Southhampton, New York Executive Officer
- --------------------------------------------------------------------------------------------------------------------------
Mark L. Stevens Nominee Chairman and Managing - -
La Costa, California Director of Licensing
International LLC, a
global strategic
consultancy and
licensing management firm
- --------------------------------------------------------------------------------------------------------------------------

(1) Includes 155,031 multiple voting shares held directly by The Serruya Family
Trust and 4,078,301 multiple voting shares held by 1082272 Ontario Inc., a
wholly owned subsidiary of The Serruya Family Trust.

(2) Member of Audit Committee. Following the Meeting, the Audit Committee will
be reconstituted to consist of three independent directors in compliance
with Multilateral Instrument 52-110 of the Canadian Securities
Administrators.

(3) Member of Compensation Committee.

(4) Member of Corporate Governance Committee.

(5) Mr. Simon has 20,000 options exercisable for 20,000 subordinate voting
shares that were granted on October 3, 2000.

Robert E. Baker - Mr. Baker is currently President of The Baker Group, a private
marketing consulting firm. From 1999 until 2003, he was Vice President, Market
Strategy at ConAgra Foods Retail Products Company. From 1997 to 1999, he was
Vice President of Strategic Planning at Dean Foods Company and from 1994 to
1997, Vice President of Marketing/Strategy at Specialty Foods Corporation. From
1984 to 1989, he held a number of marketing positions with Kraft Foods Dairy
Division including Vice President of Marketing. He currently serves as a Board
member of the Milk Processors Education Program (MilkPEP) and Continental Custom
Ingredients (CCI). He was

previously a Board member of The National Cheese Institute and Calgene, Inc. Mr.
Baker has a Bachelor of Science in Electrical Engineering from Tuskegee
University and an MBA in Marketing from Columbia University and spent four years
in the U.S. Air Force, attaining the rank of Captain.

Joseph Binder - Mr. Binder is Treasurer, Executive Committee Member and Director
of Key Food Cooperative and President of Penguin Supermarkets, Inc., a privately
owned chain of supermarkets operating under the Key Food banner. He served for
many years as the Vice Chairman of the New York State Food Merchants - Food
Industry Alliance. Prior to joining Key Food in 1976, he served in a variety of
positions in the supermarket industry. From 1957 to 1965, he was Vice President
for Finance for Sloan's Supermarkets. From 1965 to 1976, he was Vice President
for Finance and then President and Chief Executive Officer of Bohack
Corporation, an affiliate of Gulf & Western Industries. Mr. Binder holds a
Bachelor of Science degree in accounting from Brooklyn College and a Juris
Doctorate degree from Brooklyn Law School.

Beth L. Bronner - Ms. Bronner is Senior Vice President & Chief Marketing Officer
of Jim Beam Brands Co., a division of Fortune Brands, Inc. (NYSE: FO). From 1985
to 1990, Ms. Bronner served in a variety of positions with The Haagen-Dazs
Company including Senior Vice President of Business Development and Strategic
Planning and President of The Haagen-Dazs Shoppes Company. From 1991 to 1992,
she was Vice President of Marketing for Slim-Fast Foods Company. From 1992 to
1994, she was President of Revlon Professional Products in North America. From
1996 to 1998, Ms. Bronner was Senior Vice President of Citibank, where she
headed marketing for Citibank's retail banking operations in the U.S. and
Europe. From 1998 to 2000, she was President of the Health Division of Sunbeam,
Inc. From 2000 to 2001, Ms. Bronner was President and Chief Operating Officer of
ADVO, Inc. (NYSE: ADVO). Ms. Bonner holds a Bachelor of Arts degree from Vassar
College and an MBA from the University of Chicago. She is currently a member of
the board of directors of Assurant (NYSE: AIZ) and The Hain Celestial Group
(NASD: HAIN), a natural, speciality and snack food company.

Romeo DeGasperis - Mr. DeGasperis is Vice President of Con-Drain Company Ltd., a
family business in which he has worked for over 18 years. Mr. Romeo DeGasperis
manages the operations and personnel of the company and is responsible for
tendering new projects as well as all the networking and communications for the
company. Mr. Romeo DeGasperis has been a Director of the Corporation since 2000.

Aaron Serruya - Executive Vice President and Director of the Corporation. Mr.
Aaron Serruya is a co-founder of the Corporation and has been actively involved
in its development since its inception in 1986. Mr. Aaron Serruya has been a
Director of the Corporation since 1994 when the Corporation first went public.
His day-to-day responsibilities include selling all new franchises and resales,
finding new locations, and research and development. Aaron Serruya was the
co-recipient in 1992 and 1993 of the Academy of Collegiate Entrepreneurs Award
for North America. Aaron Serruya is the brother of Michael Serruya.

Michael Serruya - Mr. Serruya is Co-Chairman of the Board and Director of the
Corporation. Mr. Michael Serruya is a co-founder of the Corporation and has been
actively involved in its development since its inception in 1986. Mr. Michael
Serruya has been a Director of the Corporation since 1994 when the Corporation
first went public. Mr. Serruya is primarily involved in the identification of
potential acquisitions and review of the Corporation's business plan. Michael
Serruya was the co-recipient in 1992 and 1993 of the Academy of Collegiate
Entrepreneurs Award for North America. Michael Serruya is the brother of Aaron
Serruya.

Irwin D. Simon - Mr. Simon is Chairman of the Board, President and Chief
Executive Officer of The Hain Celestial Group, Inc. (NASD: HAIN). Mr. Simon
founded The Hain Celestial Group in 1993. Today, The Hain Celestial Group is the
world's leading natural and organic foods company with over $700 million in
revenues. From 1990 to 1991, Mr. Simon served as Vice President, Sales and
marketing for Slim-Fast Foods Company and was responsible for launching
Slim-Fast's frozen food division. From 1984 to 1990, he held various marketing,
sales and executive positions with The Haagen-Dazs Company. Mr. Simon holds a
Bachelor of Commerce degree from St. Mary's University and also is a member of
the board of directors for Jarden Corporation (NYSE: JAH) and Technology Flavors
& Fragrances, Inc. (AMEX: TFF).

David M. Smith - Mr. Smith is Vice Chairman, Chief Operating Officer and
Director of the Corporation. Mr. David M. Smith was a Vice President of
Integrated Brands Inc. from December 1989, and a Director of Integrated Brands
Inc. from September 1993 until the acquisition of Integrated Brands Inc. by a
wholly owned subsidiary of the Corporation in March 1998. Mr. David M. Smith has
been a Director of the Corporation since March 1998. Mr. David M. Smith manages
the overall operations of the Corporation and directly oversees the information
systems for the Corporation and the marketing, and new product development
functions of the Corporation. Mr. David M. Smith is Mr. Richard E. Smith's son.

Richard E. Smith - Mr. Smith is Co-Chairman, Co-Chief Executive Officer and
Director of the Corporation. Mr. Richard E. Smith was Chairman of the Board,
Chief Executive Officer and a Director of Integrated Brands Inc. from October
1985 until the acquisition of Integrated Brands Inc. by a wholly-owned
subsidiary of the Corporation in March 1998. Mr. Richard E. Smith has been a
Director of the Corporation since March 1998. Together with Mr. David Stein, he
is responsible for development of the Corporation's business plan. Mr. Richard
E. Smith has also been the Chairman of the Board, Secretary and a Director of
Calip Dairies, Inc. for more than the past five years. Calip Dairies, Inc. owns
the trademark and trade names of Dolly Madison Ice Cream. Mr. Smith was the
founder of Frusen Gladje Ltd. in 1980 and was its Chairman of the Board and
Chief Executive Officer until the sale of Frusen Gladje to Kraft, Inc. in 1985.

David J. Stein - Mr. Stein is President, Co-Chief Executive Officer and Director
of the Corporation. Mr. David J. Stein was a Vice President of Integrated Brands
Inc. since December 1989 until the

acquisition of Integrated Brands Inc. by a wholly owned subsidiary of the
Corporation in March 1998. Mr. David J. Stein has been a Director of the
Corporation since March 1998. Together with Mr. Richard E. Smith, he is
responsible for development and execution of the Corporation's business plan.

Mark L. Stevens - Mr. Stevens is the Chairman and Managing Director of Licensing
International LLC, a global strategic consultancy and licensing management firm
founded by him in 1997. From 1985 to 1989, Mr. Stevens served as President of
The Haagen-Dazs Company and Corporate Vice President of its then parent Diageo.
Under Mr. Stevens' leadership, sales tripled, ice cream bars were launched and
Haagen-Dazs converted approximately half of its business to company-owned
distribution operations, effectively creating the DSD distribution system that
CoolBrands acquired from Nestle in July 2003. In 1973, Mr. Stevens founded
Sunkist Soft Drinks, Inc. as a new subsidiary of Harcourt General and under his
leadership as President introduced Sunkist Orange Soda, which remains the number
one orange soda in the U.S. Mr. Stevens holds a Bachelor of Arts degree from the
University of Pennsylvania and an MBA from The Wharton School of Business.

Board Representation Agreement

In connection with the acquisition on March 18, 1998 of Integrated Brands Inc.
by a wholly-owned subsidiary of the Corporation, Messrs. Richard E. Smith, David
M. Smith and David J. Stein ("Integrated Brands Principal Shareholders") and
Integrated Brands Inc., on the one hand, and the Corporation and The Serruya
Family Trust, 1082272 Ontario Inc., Michael Serruya and Aaron Serruya
("CoolBrands Principal Shareholders"), on the other hand, entered into a Board
Representation Agreement (the "Board Representation Agreement") pursuant to
which the Corporation agreed to nominate for the election of directors qualified
individuals, 50% of whom are recommended by the Integrated Brands Principal
Shareholders and 50% of whom are recommended by the CoolBrands Principal
Shareholders. Each of the CoolBrands Principal Shareholders and the Integrated
Brands Principal Shareholders agreed to vote their multiple voting shares and
subordinate voting shares in the capital of the Corporation in favour of each
other's nominees to the Board of Directors of the Corporation.

Pursuant to the terms of the Board Representation Agreement, Messrs. Michael
Serruya, Aaron Serruya and Romeo DeGasperis were nominated by the CoolBrands
Principal Shareholders and Messrs. Richard E. Smith, David M. Smith and David J.
Stein were nominated by the Integrated Brands Principal Shareholders. In respect
of the other nominees proposed to be elected as directors at the Meeting, the
Integrated Brands Principal Shareholders and the CoolBrands Principal
Shareholders have consented to the nomination of each of Mr. Baker, Mr. Binder,
Ms. Bronner, Mr. Simon, and Mr. Stevens. Pursuant to the terms of the Board
Representation Agreement, the Corporation agreed to solicit proxies from its
shareholders for above-mentioned nominees to the

Corporation's Board of Directors and to cause management proxies to be voted in
favour of such nominees.

The Corporation's obligations under the Board Representation Agreement to
solicit proxies terminates: (i) with respect to the nominees of the Integrated
Brands Principal Shareholders, if the Integrated Brands Principal Shareholders
own, in the aggregate, less than 500,000 voting securities (including voting
securities issuable upon exercise or conversion of convertible securities); or
(ii) with respect to the nominees of the CoolBrands Principal Shareholders, if
the CoolBrands Principal Shareholders own, in the aggregate, less than 1,000,000
voting securities (including voting securities issuable upon exercise or
conversion of convertible securities).

In the event any director of the Corporation nominated by either the CoolBrands
Principal Shareholders or the Integrated Brands Principal Shareholders ceases to
be a director of the Corporation for any reason, each of the CoolBrands
Principal Shareholders and the Integrated Brands Principal Shareholders has
agreed to use its best efforts, promptly upon the request of the CoolBrands
Principal Shareholders or the Integrated Brands Principal Shareholders, as the
case may be, to cause to be elected or appointed a legally qualified individual
nominated by either the CoolBrands Principal Shareholders or the Integrated
Brands Principal Shareholders, as the case may be, to replace such director.

In the event that the laws of the jurisdiction of incorporation of the
Corporation are changed in a manner which prevents the Integrated Brands
Principal Shareholders from nominating and electing non-residents of Canada as
their respective nominees to the Corporation's Board of Directors, the
CoolBrands Principal Shareholders have agreed to co-operate with the Integrated
Brands Principal Shareholders in causing the Corporation to take all necessary
action to ensure that the Integrated Brands Principal Shareholders are entitled
to nominate and elect non-residents of Canada as their director nominees
(including, without limitation, continuing the Corporation from its current
jurisdiction of incorporation to another jurisdiction within Canada which
permits at least 50% of the directors to be non-Canadian).

Each of the CoolBrands Principal Shareholders and the Integrated Brands
Principal Shareholders have agreed to use its best efforts, and to take all
actions to ensure that (i) Michael Serruya and Richard E. Smith are elected as
the Co-Chairman of CoolBrands and each subsidiary; (ii) that Richard E. Smith
and David J. Stein are elected as Co-Chief Executive Officers of CoolBrands and
each subsidiary; and (iii) that the Board of Directors of CoolBrands and the
Board of Directors of each direct and indirect subsidiary of CoolBrands, and
each Committee of the Board of Directors of CoolBrands and each Committee of the
Board of Directors of each direct and indirect subsidiary of CoolBrands shall be
comprised of members, 50% of whom are designated jointly by the Integrated
Brands Principal Shareholders and 50% of whom shall be designated jointly by the
CoolBrands Principal Shareholders.

Each of the CoolBrands Principal Shareholders and the Integrated
Brands Principal Shareholders have also agreed to vote against: (i) the sale of
all or substantially all of the Corporation's assets; (ii)

a merger, consolidation or similar transaction involving the Corporation; or
(iii) an amendment to the Memorandum of the Association and/or the Articles of
Association of the Corporation which would adversely affect the rights of the
Integrated Brands Principal Shareholders or the CoolBrands Principal
Shareholders, unless the Integrated Brands Principal Shareholders and the
CoolBrands Principal Shareholders agree in writing to vote for any such matters.

Pursuant to the terms of the Board Representation Agreement, each of the
CoolBrands Principal Shareholders and the Integrated Brands Principal
Shareholders agreed to certain restrictions relating to resales of voting
securities of the Corporation. Subject to certain exemptions, until the first to
occur of: (i) the termination of the Board Representation Agreement; or (ii) the
21st anniversary of the Board Representation Agreement; the CoolBrands Principal
Shareholders and the Integrated Brands Principal Shareholders have each agreed
not to sell any voting securities of the Corporation to an unrelated third party
without the prior written consent of the CoolBrands Principal Shareholders or
the Integrated Brands Principal Shareholders, as the case may be, and to first
offer such voting securities to the CoolBrands Principal Shareholders or the
Integrated Brands Principal Shareholders, as the case may be, at the market
price for such voting securities as of the date of the offer. Pursuant to the
Board Representation Agreement, prior to any sale to a third party, any multiple
voting shares must be converted to subordinate voting shares. In addition, the
CoolBrands Principal Shareholders and the Integrated Brands Principal
Shareholders have agreed not to convert, or cause to be converted, any multiple
voting shares into subordinate voting shares, without the prior written consent
of the CoolBrands Principal Shareholders or the Integrated Brands Principal
Shareholders, as the case may be. The CoolBrands Principal Shareholders and the
Integrated Brands Principal Shareholders have deposited with an escrow agent the
multiple voting shares held by them.

Each of the CoolBrands Principal Shareholders and the Integrated Brands
Principal Shareholders have agreed not to accept an offer to sell any voting
securities at a price in excess of the market price of the voting securities on
the date of such offer, except: (i) sales made on The Toronto Stock Exchange
("TSX") or any other regional or national exchange, outside or inside Canada, on
which such securities are regularly traded; (ii) to another principal
shareholder; or (iii) pursuant to an offer made proportionately and at the same
price to all other shareholders of the Corporation.

The Board Representation Agreement may be terminated: (i) by the CoolBrands
Principal Shareholders in the event that the Integrated Brands Principal
Shareholders are the beneficial owners, in the aggregate, of fewer than 750,000
voting securities (including voting securities issuable upon the conversion or
exercise of convertible securities); and (ii) by the Integrated Brands Principal
Shareholders, in the event the CoolBrands Principal Shareholders are the
beneficial owners, in the aggregate, of fewer than 1,500,000 voting securities
(including voting securities issuable upon the conversion or exercise of
convertible securities).

Appointment Of Auditor

Unless authority to do so is withheld, the persons named in the enclosed proxy
intend to vote for the re-appointment of BDO Dunwoody LLP, Chartered
Accountants, Toronto, Ontario, as auditor of the Corporation, to hold office
until the next annual meeting of shareholders, at a remuneration to be fixed by
the directors. BDO Dunwoody LLP has been the corporation's auditor since
February 28, 2001.

EXECUTIVE COMPENSATION

Compensation of Named Executive Officers

The following sets forth all compensation earned for the years ended August 31,
2004, August 31, 2003 and August 31, 2002 by the Corporation's Co-Chief
Executive Officers, its Chief Financial Officer and the Corporation's next three
highest paid executive officers who received aggregate compensation during the
fiscal year ended August 31, 2004, equal to or greater than $150,000
(collectively, the "Named Executive Officers")

Summary Compensation Table

- -----------------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation
---------------------------------------------------------------
Other Annual Securities Under All Other
Name and Year Salary Bonus Compensation Options Granted Compensation
Principal Position Ended ($) ($) (1) (2) (3)
($) (#) ($)
- -----------------------------------------------------------------------------------------------------------------------

Richard E. Smith 2004 (4) - 8,350,678 709,983 -
Co-Chairman & 2003 (4) - - 225,000- -
Co-Chief Executive 2002 (4) - - - -
Officer
- -----------------------------------------------------------------------------------------------------------------------
David J. Stein 2004 US 490,000 US 60,000 10,604,365 709,983 US 1,950
President, Co-Chief 2003 US 326,442 US 60,000 US 7,571 225,000 US 1,820
Executive Officer 2002 US 261,923 US 60,000 US 7,571 - US 1,630
- -----------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation
---------------------------------------------------------------
Other Annual Securities Under All Other
Name and Year Salary Bonus Compensation Options Granted Compensation
Principal Position Ended ($) ($) (1) (2) (3)
($) (#) $
- -----------------------------------------------------------------------------------------------------------------------

Gary P. Stevens 2004 US 145,800 US 20,000 1,501,143 - US 1,312
Chief Financial 2003 US 145,800 US 20,000 US 10,363 20,000 US 1,604
Officer 2002 US 145,800 US 20,000 US 5,181 - US 1,492
- -----------------------------------------------------------------------------------------------------------------------
Michael Serruya 2004 408,461 - 4,695,312 599,275 -
Co-Chairman 2003 320,000 - 25,864 191,666 -
2002 320,000 - 25,864 - -
- -----------------------------------------------------------------------------------------------------------------------
Aaron Serruya 2004 408,461 - 4,700,550 599,275 -
Executive Vice- 2003 320,000 - 36,717 191,666 -
President 2002 320,000 - 44,461 - -
- -----------------------------------------------------------------------------------------------------------------------
David M. Smith 2004 US 150,000(5) - 15,374,087 709,984 -
Vice Chairman, 2003 US 99,808(5) - - 191,666 -
Chief Operating 2002 (5) - - - -
Officer
- -----------------------------------------------------------------------------------------------------------------------

(1) These amounts also include the difference in value between the exercise
price of options and the fair market value of the shares at the time of
purchase, for options exercised in the fiscal year ended August 31, 2004.
Certain amounts are paid in United States dollars, and have been converted
for purposes of the table presentation based on US$1.00 purchasing
Cdn.$1.3166 on August 31, 2004.

(2) Options to purchase subordinate voting shares granted pursuant to the 2002
Stock Option Plan.

(3) These amounts represent the Corporation's contribution to employee's 401K
plans.

(4) Richard E. Smith is paid by Calip Dairies, Inc. (an ice cream distributor
owned by Mr. Richard E. Smith and members of his family). Pursuant to the
terms of a Management Agreement between Calip Dairies, Inc. and Integrated
Brands, Calip Dairies receives a fixed fee of US$1,300,000 per year
effective July 1, 2003, prior to which the fee was US$1,000,000 per year,
for providing a variety of management services. Pursuant to the Agreement,
Calip Dairies, Inc. has agreed to make available its Chairman and/or Chief
Executive Officer (currently Richard E. Smith) to Integrated Brands, to
provide the assistance of other officers and personnel from Calip Dairies,
Inc. and to make available a portion of Calip

Dairies' office space and utilities and office furniture and equipment. The
management fee paid by Integrated Brands to Calip Dairies, Inc. does not
represent a material portion of Calip Dairies' revenues.

(5) David M. Smith is paid a salary by Calip Dairies, Inc. As well, effective
January 1, 2003 when he became Chief Operating Officer of the Corporation,
Mr. David Smith also began receiving a salary of US $150,000 per year which
is paid by the Corporation.

Options Granted During The Most Recently Completed Financial Year

During the fiscal year ended August 31, 2004, options were granted to the Named
Executive Officers.

- --------------------------------------------------------------------------------------------------------------------------
Market Value of
Securities Securities
Under % of Total Underlying
Options Options Granted Exercise or Base Options on Date
Granted to Employees In Price of Grant
Name (#)(1) Fiscal Year ($/Security) ($/Security) Expiration Date
- --------------------------------------------------------------------------------------------------------------------------

Richard E. Smith 166,666 4.9 15.93 15.93 September 30, 2008
53,317 1.6 15.45 15.45 December 10, 2008
490,000 14.3 22.65 22.65 March 11, 2009
- --------------------------------------------------------------------------------------------------------------------------
David J. Stein 166,667 4.9 15.93 15.93 September 30, 2008
53,316 1.6 15.45 15.45 December 10, 2008
490,000 14.3 22.65 22.65 March 11, 2009
- --------------------------------------------------------------------------------------------------------------------------
Michael Serruya 250,000 7.3 15.93 15.93 September 30, 2008
34,275 1.0 15.45 15.45 December 10, 2008
315,000 9.2 22.65 22.65 March 11, 2009
- --------------------------------------------------------------------------------------------------------------------------
Aaron Serruya 250,000 7.3 15.93 15.93 September 30, 2008
34,275 1.0 15.45 15.45 December 10, 2008
315,000 9.2 22.65 22.65 March 11, 2009
- --------------------------------------------------------------------------------------------------------------------------
David M. Smith 166,667 4.9 15.93 15.93 September 30, 2008
53,317 1.6 15.45 15.45 December 10, 2008
490,000 14.3 22.65 22.65 March 11, 2009
- --------------------------------------------------------------------------------------------------------------------------
Total 3,328,500 97.3
- --------------------------------------------------------------------------------------------------------------------------

(1) Options granted were to purchase subordinate voting shares.

Aggregated Option Exercises During the Most Recently Completed Financial Year
and Financial Year-End Option Values

The following table summarizes the number and value of options held, or
exercised during the fiscal year ending August 31, 2004 by the Named Executive
Officers.

- --------------------------------------------------------------------------------------------------------------------------
Shares Value of Unexercised
Acquired on Unexercised Options in-the-Money Options
Exercise Aggregate Value Exercisable/ Exercisable/
Name (#) Realized ($) Un-Exercisable (#) Unexercisable ($)(1)
- --------------------------------------------------------------------------------------------------------------------------

Richard E. Smith 672,240 10,655,004 709,983/NIL NIL/NIL
- --------------------------------------------------------------------------------------------------------------------------
David J. Stein 846,108 13,410,780 709,983/NIL NIL/NIL
- --------------------------------------------------------------------------------------------------------------------------
Gary P. Stevens 79,000 1,599,750 NIL/66,000 NIL/528,400
- --------------------------------------------------------------------------------------------------------------------------
Michael Serruya 395,156 6,263,223 599,275/NIL NIL/NIL
- --------------------------------------------------------------------------------------------------------------------------
Aaron Serruya 395,156 6,263,223 599,275/NIL NIL/NIL
- --------------------------------------------------------------------------------------------------------------------------
David M. Smith 1,390,972 22,046,906 709,984/NIL NIL/NIL
- --------------------------------------------------------------------------------------------------------------------------

(1) Market value of underlying subordinate and multiple voting shares as at
August 31, 2004, being $10.15 minus the exercise price of the options.

Composition of the Compensation Committee

At August 31, 2004, the Compensation Committee was comprised of the following
four directors: Michael Serruya, Romeo DeGasperis, Richard E. Smith and David M.
Smith. Each member, other than Mr. DeGasperis, is an officer of the Corporation.

Report on Executive Compensation

The mandate of the Compensation Committee includes the responsibility of
reviewing and recommending to the Board of Directors for its approval the
compensation programs for the Corporation's executive officers. The executive
compensation policies of the Corporation are designed to recognize and reward
individual performance as well as provide a competitive level of compensation.
The Corporation's philosophy is to reward both adequately and competitively its
executives for their short-term compensation. Base salaries and salary ranges
for each position are determined by evaluating the responsibilities of each
executive's position as well as the experience and knowledge of the individual.
The above are periodically reviewed and adjusted accordingly. Individual salary
increases to executives within the set ranges take into account their current
performance against expected targets, overall contribution to the Corporation
and market conditions. Base salary levels for all executive officers (excluding
the Chief Executive Officers) are determined based upon performance, and are
intended to achieve the following objectives:

(a) to attract and retain executives and senior management required for
the success of the Corporation;

(b) to motivate performance;

(d) to reward individual performance and contribution to the achievement
of the Corporation's objectives.

The cash compensation paid by the Corporation to Mr. David J. Stein, one of the
Co-Chief Executive Officers, is set through an employment agreement, which is
described above. The Compensation Committee assesses the performance of Mr.
David J. Stein on an annual basis when awarding bonuses pursuant to his
employment agreement. The other Co-Chief Executive Officer, Mr. Richard E.
Smith, is paid by Calip Dairies, Inc. (an ice cream distributor owned by Mr.
Richard E. Smith and members of his family) pursuant to the terms of a
Management Agreement under which Calip Dairies, Inc. receives a fixed fee of
US$1,300,000 per year effective July 1, 2003, prior to which the fee was
US$1,000,000 for providing a variety of management services. One of these
services provided by Calip Dairies, Inc. is to make its Chairman and/or Chief
Executive Officer (currently Mr. Richard E. Smith) available to Integrated
Brands.

There is no pension plan of the Corporation in which executive officers or other
employees may participate.

Compensation of Directors

Directors of the Corporation did not receive any fees and/or any other type of
compensation in fiscal 2004 for acting as such.

Directors' And Officers' Liability Insurance

The Corporation carries directors' and officers' liability insurance coverage
with an annual policy limit of $10,000,000, subject to a deductible of $150,000
per claim. The premium paid for renewal of the coverage during the fiscal year
ended August 31, 2004 was $72,360, all of which was paid by the Corporation.

Management Agreement

Integrated Brands Inc., a wholly-owned subsidiary of the Corporation, has
entered into a management agreement with Calip Dairies, Inc., a New Jersey
corporation controlled by Mr. Richard E. Smith, which was amended in fiscal
2003. The amended agreement provides for an annual management fee of
US$1,300,000, effective July 1, 2003, prior to which the fee was US $1,000,000
per year. Pursuant to the agreement, Calip Dairies, Inc. has agreed to make its
Chairman and/or

Chief Executive Officer, (currently Mr. Richard E. Smith) available to
Integrated Brands Inc., to provide the assistance of other officers and
personnel from Calip Dairies and to make available a portion of Calip Dairies'
office space and utilities and office furniture and equipment. The amended
agreement continues until December 31, 2013 and thereafter renews automatically
on December 31 of each year for an additional one year term, provided that as of
such date at least 50% of the issued and outstanding shares of Calip Dairies,
Inc. are beneficially owned by Richard Smith, Susan Smith, David Smith and/or
David Stein, unless Calip Dairies, Inc. gives Integrated Brands Inc. written
notice on or before September 30th of that same year that Calip Dairies, Inc.
will not renew the agreement, in which event the agreement terminates effective
on December 31 following such notice. The obligations of Integrated Brands Inc.
under the agreement are guaranteed by the Corporation.

Employment Agreements

Integrated Brands Inc., a wholly owned subsidiary of the Corporation, has
entered into an employment agreement with David J. Stein, which was amended in
fiscal 2003. The amended agreement provides for an annual salary of US$280,000
from January 1, 2003 until May 31, 2003, US$490,000 from June 1, 2003 until
December 31, 2003, US$500,000 in calendar 2004, US$520,000 in calendar 2005,
US$540,000 in calendar 2006, US$560,000 in calendar 2007, US$580,000 in calendar
2008, US$600,000 in calendar 2009, US$620,000 in calendar 2010, US$640,000 in
calendar 2011, US$660,000 in calendar 2012, US$680,000 in calendar 2013 and
US$700,000 in any subsequent calendar year. The agreement may be terminated
after December 31, 2013, with or without cause, on 90 days notice. In the event
that the agreement is terminated by Integrated Brands Inc. without cause,
Integrated Brands Inc. must pay Mr. Stein a severance amount equal to 36 months
salary at the annual rate in effect as of the date of termination. The
obligations of Integrated Brands Inc. under the agreement are guaranteed by the
Corporation.

The Corporation has entered into five-year employment agreements with Michael
Serruya and Aaron Serruya, each dated April 9, 1999, which were amended in
fiscal 2004. The amended agreements provide for base salaries of $320,000 &
$320,000 until October 4, 2003 and thereafter $420,000 & $420,000, respectively,
per annum, increasing by the rate of inflation annually on the anniversary of
the employment agreement, and a bonus of up to $100,000 per year, respectively,
paid on the anniversary of the employment agreement, determined as follows:
(A) 50% of such bonus based on earnings of the Corporation; and (B) 50% of such
bonus based on reasonable standards of personal performance and earnings
performance of the Corporation. Each employment agreement provides for a
severance payment in the amount of $500,000 to be made to the officer on the
termination for any reason of the employment agreement or on the failure of the
Corporation to renew the employment agreement upon the expiration of its term.
In fiscal 2004, base salaries for Michael Serruya and Aaron Serruya were
$408,461 and $408,461, respectively. No bonuses were paid for fiscal 2004 under
the employment agreements.

Performance Graph

On August 31, 2004, the closing price of a subordinate voting share of the
Corporation on The Toronto Stock Exchange was $10.15 per subordinate voting
share. The following graph compares the Corporation's cumulative total
shareholder return from September 1, 1999 to August 31, 2004 with cumulative
returns of the S&P/TSX Composite and the TSX Consumer Products Index for the
same period.

[PERFORMANCE GRAPH]

Relative Value, Sept.99=100
- -----------------------------------------
S&P/TSX Consumer
Date Composite Staples COB.SV.A
- ------ --------- -------- --------
Sep-99 100 100 100
Oct-99 104 99 79
Nov-99 108 98 67
Dec-99 121 101 77
Jan-00 122 98 57
Feb-00 131 102 69
Mar-00 136 97 71
Apr-00 134 105 63
May-00 133 114 62
Jun-00 147 116 56
Jul-00 150 116 56
Aug-00 162 117 61
Sep-00 148 125 54
Oct-00 149 134 48
Nov-00 145 141 38
Dec-00 141 140 37
Jan-01 135 133 64
Feb-01 128 143 67
Mar-01 122 145 55
Apr-01 120 146 57
May-01 118 149 77
Jun-01 113 151 88
Jul-01 112 160 93
Aug-01 111 166 94
Sep-01 98 172 77
Oct-01 99 165 72
Nov-01 107 172 131
Dec-01 111 178 146
Jan-02 110 180 169
Feb-02 110 192 192
Mar-02 113 203 234
Apr-02 110 210 237
May-02 110 216 263
Jun-02 103 208 299
Jul-02 95 191 282
Aug-02 95 194 310
Sep-02 89 192 299
Oct-02 90 188 247
Nov-02 94 182 224
Dec-02 95 180 224
Jan-03 94 178 215
Feb-03 94 174 207
Mar-03 91 173 301
Apr-03 95 178 330
May-03 99 192 395
Jun-03 100 196 563
Jul-03 104 199 690
Aug-03 108 197 734
Sep-03 107 195 667
Oct-03 112 205 774
Nov-03 113 202 697
Dec-03 118 214 709
Jan-04 122 209 918
Feb-04 126 214 1,060
Mar-04 123 213 956
Apr-04 118 206 944
May-04 121 211 1,008
Jun-04 123 214 916
Jul-04 122 211 502
Aug-04 120 206 425

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No individual who was a director, executive officer or senior officer of the
Corporation at any time during the fiscal year ended August 31, 2004, or any
associate or affiliate thereof is indebted to the Corporation. As of the date of
this Notice, no officers, directors or employees of the Corporation or

their associates were indebted to the Corporation.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Toronto Stock Exchange Company Manual sets out a series of guidelines for
effective corporate governance. These guidelines deal with matters such as the
constitution and independence of corporate boards, their functions, the
effectiveness and education of board members and other items dealing with sound
corporate governance.

The TSX requires that each listed company disclose on an annual basis its
approach to corporate governance. The Corporation's disclosure with respect to
the guidelines is set out in Schedule "A" to this management information
circular. The disclosure statement has been prepared by the Corporate Governance
Committee of the Board of Directors and has been approved by the Board of
Directors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director or executive officer of the Corporation or a subsidiary, or any
person who beneficially owns, directly or indirectly, or exercises control or
direction over, more than 10% of the voting rights attached to all outstanding
voting securities of the Corporation has had any interest, direct or indirect,
in any material transaction involving the Corporation or a subsidiary in the
fiscal year ended August 31, 2004, or since the commencement of the
Corporation's current fiscal year. The only material transactions in which any
such informed person has or had an interest in are as follows:

(a) Yogen Fruz International, Ltd., a corporation whose sole
shareholder is The Serruya Family Trust, a significant
shareholder of the Corporation, routinely enters into leases with
commercial landlords for the premises used by the Corporation's
Canadian franchisees and sublets such premises to such
franchisees. Yogen Fruz International, Ltd. does not earn any
fees or premium on such leases. The Corporation holds a 50 year
option to acquire all of the issued and outstanding shares of
Yogen Fruz International Ltd. ; and

(b) Integrated Brands Inc., a wholly owned subsidiary of the
Corporation, has entered into a distribution agreement with Calip
Dairies, Inc. ("Calip"), a company controlled by Richard E.
Smith, dated October 13, 1997. Pursuant to the agreement,
Integrated Brands Inc. has appointed Calip as its exclusive
distributor for any ice cream or other frozen dessert product
manufactured by, on behalf of, or under authority of Integrated
Brands Inc., its subsidiaries, affiliates or successors in the

State of New Jersey and certain areas in the State of New York
and the State of Connecticut. The agreement continues until
December 31, 2007 and thereafter renews automatically on December
31 of each year for an additional one year term, provided that as
of such date at least 50% of the issued and outstanding shares of
Calip are beneficially owned by Richard Smith, Susan Smith, David
Smith and/or David Stein, unless Calip gives Integrated Brands
Inc. written notice on or before September 30th of that same year
that Calip will not renew the agreement, in which event the
agreement terminates effective on December 31 following such
notice.

The Corporation has agreed to guarantee the performance of the
distribution agreement. Integrated Brands Inc. has also entered
into a Management Agreement with Calip as described above under
"Executive Compensation - Management Agreement".

GENERAL

At the date hereof, management knows of no matters to come before the Meeting
other than the matters referred to in the Notice of the Meeting. However, if any
other matters which are not now known to management should properly come before
the Meeting, the proxy solicited hereby will be voted on such matters in
accordance with the best judgment of the persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on the System
for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Any
shareholder may request copies of the Corporation's annual or interim financial
statements and accompanying management's discussion and analysis ("MD&A") by
contacting the Corporation at (905) 479-8762. Financial information regarding
the Corporation's most recently completed financial year is provided in the
Corporation's comparative annual financial statements and accompanying MD&A.

DIRECTORS' APPROVAL

The contents and the sending of this management information circular to
shareholders of the

Corporation have been approved by the Board of Directors.

DATE: January 17th, 2005

MICHAEL SERRUYA
--------------------------
Michael Serruya
Co-Chairman of the Board

SCHEDULE "A"

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Company Manual of The Toronto Stock Exchange (the "TSX") (on which the
Corporation's subordinate voting shares are listed) requires disclosure on an
annual basis of the approach to corporate governance by listed companies as
compared to guidelines established by the exchange. These guidelines focus on
the importance of each corporation addressing the governance matters in its own
context and the receipt by the investment community of an explanation for the
corporation's approach to governance.

The Board of Directors of the Corporation has constituted a Corporate Governance
Committee in order to review and, if deemed necessary, to recommend changes to
the corporate governance practices of the Corporation. The Board itself,
however, has considered the TSX guidelines and believes that its approach to
corporate governance is currently working effectively for the Corporation and
its shareholders. However, on November 30, 2004, the Corporation announced that
following the Meeting, it would set up a committee of independent directors of
the Corporation to further review the Corporation's corporate governance
practices.

The Board of Directors

The Corporation's Board of Directors is responsible for the supervision of the
management of the Corporation's business and affairs. Under its governing
statute (the Company Act (Nova Scotia) (the "Act")), the Board is required to
carry out its duties with a view to the best interests of the Corporation. To
assist it in fulfilling this responsibility, the Board has specifically
recognized its responsibility for the following areas:

(a) adoption of a strategic planning process;

(b) identification of the principal risks of the Corporation's
business and monitoring the implementation of appropriate systems
to manage these risks;

(d) implementation of a communication policy to facilitate
communications with shareholders and others involved with the
Corporation; and

(e) integrity of the Corporation's internal control and management
information systems.

Mandate of the Board of Directors

The Board discharges its responsibilities directly and through its committees.
As well, from time to time ad hoc committees of the Board may be appointed. On a
quarterly basis, members of the Board receive and discuss reports on the
subsidiary companies as well as on the Corporation's overall financial position
and its investments. In addition, Board members are consulted informally

by senior management of the Corporation to remain informed of corporate
developments, which may not require formal meetings and to provide advice as
needed. Strategic, financial and succession plans are approved. In addition,
developments and issues of current relevance are reviewed.

It is the responsibility of the Board to supervise the management of the affairs
and business of the Corporation, acting with a view to the best interests of the
Corporation, pursuant to the powers granted by, and the obligations imposed
under, the Act, the Corporation's memorandum of association and articles of
association and common law. The Board, either directly or through its
committees, includes in its responsibilities:

o approval of all matters which by law must be approved by the
Board, including but not limited to, declaration of dividends,
offerings of securities and transactions out of the ordinary
course of business;

o approval of entering into any ventures which are outside of the
Corporation's existing business;

o approval of any changes in senior management including changes in
senior management of the Corporation's subsidiaries;

o annual review and consent to substantial strategic planning
matters;

o considering and deliberating the principal risks of the
Corporation's business and receiving and reviewing reports of the
Corporation's assessment and management of those risks;

o considering succession issues and appointing and monitoring
senior management;

o discussing and considering how the Corporation communicates with
its various shareholders;

o assessing the integrity of the Corporation's internal control and
management information systems, both directly and through its
Audit Committee; and

o since the Board has plenary power, any responsibility which is
not delegated to senior management or a Board committee remains
with the full Board.

It is the responsibility of the Co-Chairmen of the Board to ensure the effective
operation of the Board. The Co-Chairmen of the Board periodically informally
meet, on an individual basis, with every member of the Board to discuss each
director's contribution to the Board and committee meetings and any other
matters, which the individual directors wish to raise with the Co-Chairmen of
the Board.

The frequency of the meetings of the Board of Directors as well as the nature of
agenda items change depending upon the state of the Corporation's affairs and in
light of opportunities or risks which the Corporation faces. At least 12
meetings of the Board are scheduled for the fiscal year ending August 31, 2005.
The Board met on at least 21 occasions during the fiscal year ended August 31,
2004.

Board Composition

Much of the TSX Guidelines focus on the composition of the Board of Directors of
the Corporation

and, in particular, on the number of "unrelated directors" who make up such
Board. In the TSX Guidelines, an "unrelated director" is a director who 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 the best interest of the Corporation, other than an interest
arising from shareholding. The TSX Guidelines also focus on the importance of
having an appropriate portion of Board members who are free from any interest or
relationships with a significant shareholder of the Corporation, i.e. a
shareholder controlling more than 50% of the voting securities. The
Corporation's significant shareholders are The Serruya Family Trust and the
Smith Group (Richard E. Smith, David M. Smith and David J. Stein).

The Board has concluded that five of the Board's current six members are
"related" within the meaning of the TSX Guidelines. The Corporation presently
has one "unrelated" director, Mr. Romeo DeGasperis. Five nominees who are
considered "unrelated" are proposed for election at the Meeting in 2005. Once
elected, the Board will consist of a majority of "unrelated" directors.

The Corporation's business was founded in 1986 by members of the Serruya family.
The Serruya Family Trust, which was created and settled for the benefit of
certain members of the Serruya family, continues to own approximately 70.2% of
the issued and outstanding multiple voting shares of the Corporation. The early
role of Messrs. Michael and Aaron Serruya in the Corporation and their guidance
of its successful development since that time, make them uniquely suited to
fulfil their respective roles as Co-Chairman and Executive Vice-President of the
Corporation and to serve as members of the Board. These members of the Board of
Directors reflect the origins of the Corporation, and the dedication of the
Serruya family to the Corporation's business. The Smith Group owns approximately
29.1% of the issued and outstanding multiple voting shares of the Corporation.
Richard E. Smith was the founder of Integrated Brands and has been its Chief
Executive Officer and Chairman of the Board since its inception. In addition,
Mr. Richard E. Smith has been involved in the frozen dessert industry for more
than thirty years.

The Board believes that its relationship with management in supervising the
management of the business and affairs of the Corporation is currently
appropriate. The current management's significant contributions to the formation
and continued growth of the Corporation and the confidence which the Board
understands shareholders have in that management, are factors supporting the
Board's view. However, in order to assist the Board in ensuring that the
Corporation's system of corporate governance continues to suit its needs, as
indicated above, the Board has constituted a Corporate Governance Committee
which will monitor the performance of the Board in light of the corporate
governance guidelines suggested by the TSX Guidelines and recommend
modifications where appropriate, and following the Meeting, a committee of
"unrelated" directors of the Corporation will be established to further review
the Corporation's corporate governance practices.

Committees

The Board and its committees (consisting of an Audit Committee, a Compensation
Committee and Corporate Governance Committee) are available to consider the
views of management and investors concerning their needs and decisions affecting
the Corporation.

(a) Audit Committee

The Audit Committee follows recommendations of the Corporation's outside
auditors to enhance the effectiveness of those published guidelines. In addition
to carrying out its statutory legal responsibilities, the Committee's roles and
responsibilities include, but are not necessarily limited to, the following:

o review quarterly and annual financial statements, before they are
approved by the Board;

o monitor audit functions and the preparation of financial
statements;

o approve press releases on financial results;

o review all prospectuses, material change reports and the annual
information form;

o examine the presentation and impact of significant risks and key
management estimates and judgments that may be material to the
Corporation's financial reporting;

o review the adequacy of internal accounting control procedures and
systems, financial plans for the ensuing year, budget,
organization, activities and performance;

o meet with the Corporation's external auditors and with members of
management at least once a year (and more frequently as
necessary) to assist it in the effective discharge of its duties;

o meet with the outside auditors; and

o review and approve foreign currency risk strategies.

The Audit Committee is not currently composed solely of "outside directors" as
recommended by the TSX Guidelines. The only "outside director" currently on the
Audit Committee is Romeo DeGasperis.

The Board recognizes the evolving regulatory requirements regarding the Audit
Committee established by the Canadian securities administrators, including as to
its composition and responsibilities. Following the Meeting, the Audit Committee
will be reconstituted to consist solely of "outside" directors.

(b) Compensation Committee

The Compensation Committee reviews the Corporation's overall compensation
philosophy and corporate succession and development plans at the executive
officer level. The Committee's roles and responsibilities include, but are not
necessarily limited to, the following:

o review and approve the grant of options to directors, officers
and those employees judged to be key employees and consultants of
the Corporation.;

o establish the Corporation's compensation policy and its
implementation through an effective compensation program,
including compensation of senior executives;

o set personnel policies;

o approve executive salaries; and

o review training programs and succession plans.

The Corporation's Corporate Governance Committee has the general responsibility
for developing the Corporation's approach to governance issues. At present,
Board approval is required for any transaction which is out of the ordinary
course of business or could be considered to be "material" to the business of
the Corporation. As a matter of practice, all significant decisions affecting
the Corporation and its subsidiaries are approved by the Board of Directors
prior to their implementation. The Committee's roles and responsibilities
include, but are not necessarily limited to, the following:

o facilitate the independent functioning and maintenance of an
effective relationship between the Board of Directors and
management of the Corporation;

o analyze Board composition and dynamics and make recommendations
with respect to new nominees to the Board;

o establish procedures and approve an appropriate orientation and
education program for new recruits to the Board;

o consider the adequacy and form of compensation paid to the
directors;

o provide recommendations for other procedures which contribute to
the Board's ability to exercise informed judgment;

o develop programs and procedures which will enable the Board to
act effectively and on an informed basis;

o annually review the mandates of the Board of Directors and its
committees and recommend to the Board such amendments to those
mandates as the Committee believes are necessary or desirable;

o consider and, if thought fit, approve requests from directors or
committees of directors for an engagement of special advisors
from time to time;

o prepare and recommend to the Board annually, a "Statement of
Corporate Governance Guidelines" to be included in the
Corporation's annual report or information circular;

o recommend to the Board's internal guidelines on corporate
governance issues in the context of the Corporation's particular
circumstances and recommend the making of appropriate adjustments
as necessary to accommodate the changing needs of investors and
the Corporation;

o review, on a periodic basis, the composition of the Board and the
appropriate number of independent directors to sit on the Board
of Directors; and

o assess, at least annually, the effectiveness of the Board as a
whole, the committees of the Board and the contribution of
individual directors, including considering the appropriate size
of the Board.

Process of Appointing New Directors

The Corporate Governance Committee has the mandate to recommend candidates for
filling vacancies on the Board and ensure that qualifications are maintained. In
connection with the acquisition of Integrated Brands Inc., Messrs. Richard E.
Smith, David M. Smith, David J. Stein ("the Integrated Brands Principal
Shareholders") and Integrated Brands Inc., on the one hand, and the Corporation
and The Serruya Family Trust, 1082272 Ontario Inc., Michael Serruya and Aaron
Serruya ("the CoolBrands Principal Shareholders"), on the other hand, entered
into a Board Representation Agreement pursuant to which the Corporation agreed
to nominate for the election of

directors qualified individuals, 50% of whom are recommended by the Integrated
Brands Principal Shareholders and 50% of whom are recommended by the CoolBrands
Principal Shareholders. Each of the CoolBrands Principal Shareholders and the
Integrated Brands Principal Shareholders agreed to vote their multiple voting
shares and subordinate voting shares in the capital of the Corporation,
representing in the aggregate 54.2% of the votes attaching to all outstanding
shares of the Corporation, in favour of each other's nominees to the Board of
Directors of the Corporation.

Board Expectations of Management

The Board works closely with members of management. The Board's access to
information relating to the operations of the Corporation, through the
membership on the Board of Directors of several key members of management and,
as necessary, the attendance of other members of management at the request of
the Board, are key elements to the effective and informed functioning of the
Board of the Corporation.

The Board looks to management to formulate and carry out strategic planning with
a view to achieving continuing profitable growth and obtaining maximum return on
the shareholders' equity and the Corporation's assets. Management is also
expected to provide all necessary information in a timely manner to the Board
and its committees, and to ensure that they properly discharge their
responsibilities. Finally, the Board expects management to carry out its
responsibilities to the Corporation and its shareholders in a prudent manner,
adhering to the fundamental principles of risk management and maximum
exploitation of its resources and the products that form the foundation of the
Corporation. The Board is confident that the Corporation's management responds
ably to this experience.

Corporate Objectives which the Co-CEOs are Responsible for Meeting

The Co-CEOs are responsible for leading the Corporation into the future and must
ensure that there are long-term goals and a strategic planning process in place.
The Co-CEOs' written objectives constitute a mandate on a year to year basis.
The Co-CEOs' responsibilities include, but are not necessarily limited to the
following:

o maximize shareholder value.

o ensure that disclosure requirements to shareholders are met in a
timely fashion.

o improve quality of interaction between management and the Board.

o ensure that Corporation's achievement of financial and
non-financial targets are met.

o ensure that decisions with respect to human resource management
are met.

o ensure that decisions with respect to implementing corporate
strategy and other Board decisions are met.

o implement training, development and succession plans for other
senior management members.

Succession Planning (including appointing, training and monitoring senior
management)

The Board functions through delegation to management and therefore must ensure
that management is of the highest calibre in appointing, training, assessing and
providing for succession. The Board must ensure that the relationship between
management performance and compensation is reasonable. Senior management is
reviewed on an annual basis. Items under review include such things as future
career paths and future objectives, qualifications, etc.

Communication Policy for the Corporation

Management is available to shareholders to respond to questions and concerns on
a prompt basis, with regard to limitations imposed by law and by the sensitivity
of the information in relation to the Corporation's competitors. The Board
believes that its communications with shareholders and the avenues available for
shareholders and others interested in the Corporation to have their inquiries
about the Corporation answered are responsive and effective. At the
Corporation's annual meeting, full opportunity is afforded for shareholder
questioning of senior management about the Corporation's activities.

COOLBRANDS INTERNATIONAL INC.

ANNUAL REQUEST BY SHAREHOLDERS
FOR FINANCIAL STATEMENT INFORMATION

TO: REGISTERED AND BENEFICIAL HOLDERS OF MULTIPLE VOTING SHARES
REGISTERED AND BENEFICIAL HOLDERS OF SUBORDINATE VOTING SHARES

In accordance with applicable Canadian securities laws, Coolbrands is required,
annually, to send a request form to its registered and beneficial shareholders
which they may use to request a copy of Coolbrand's annual financial statements
(and accompanying management discussion and analysis), and quarterly or interim
financial statements (and accompanying management discussion and analysis).

If you would like to receive a paper copy of these documents, please indicate
below and return this form in the envelope provided (or otherwise follow the
instructions provided by your broker or other nominee). If you do not return
this form, a paper copy of these documents will not be delivered to you. (See
the "Instructions" below). These documents are made publicly available on the
Internet at www.sedar.com

--------
(a) ANNUAL FINANCIAL STATEMENTS
(and accompanying management discussion & analysis)
--------

--------
(b) QUARTERLY (INTERIM) FINANCIAL STATEMENTS
(and accompanying management discussion & analysis)
--------

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Shareholder Information

NAME:
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ADDRESS:
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CITY:
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PROVINCE
OR STATE:
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POSTAL CODE:
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- --------------------------------------------------------------------------------

SIGNATURE:
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(please sign above)

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- --------------------------------------------------------------------------------
Instructions

Properly executed request forms must be returned to Coolbrands' registrar and
transfer agent, Equity Transfer Services Inc., 120 Adelaide Street West, Suite
420, Toronto, Ontario, M5H 3V1 or by facsimile at 416-361-0470. There is no
deadline by which this form must be received, but until it is returned, you will
not be entitled to receive a paper copy of the documents identified above. Only
return this form if you wish to receive a paper copy of these documents. You are
not obligated to do so.

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

COOLBRANDS INTERNATIONAL INC.

PROXY SOLICITED BY MANAGEMENT
FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 25, 2005

The undersigned shareholder of COOLBRANDS INTERNATIONAL INC. (the
"Corporation") hereby appoints Michael Serruya, Co-Chairman of the Corporation,
or failing him, Aaron Serruya, a director of the Corporation, or in lieu of the
foregoing ____________________________________ as nominee of the undersigned to
attend, act and vote for the undersigned at the annual meeting of shareholders
(the "Meeting") of the Corporation to be held on February 25, 2005 and at any
adjournments or postponements thereof.

The undersigned specifies that all of the voting shares owned by him
and represented by this form of proxy shall be:

-------
(a) VOTED FOR
-------

-------
WITHHELD FROM VOTING
-------
in respect of the election as directors of those persons
listed below; Robert E. Baker, Joseph Binder, Beth L.
Bronner, Romeo DeGasperis, Aaron Serruya, Michael
Serruya, Irwin D. Simon, David M. Smith, Richard E.
Smith, David J. Stein, Mark L. Stevens

-------
(b) VOTED FOR
-------

-------
WITHHELD FROM VOTING
-------
in respect of the appointment of BDO Dunwoody LLP as
auditor and authorizing the directors to fix the
auditor's remuneration;

(c) VOTED at the discretion of the proxy nominee on any other
matters as may be properly come before the Meeting or any
adjournments or postponements thereof;

If an amendment or variation to matters identified in the
Notice of Meeting are proposed at the Meeting or any
adjournments or postponements thereof or if any other matters
properly come before the Meeting or any adjournment or
postponements thereof, this proxy confers discretionary
authority to vote on such amendments or variations or on such
other matters according to the best judgment of the person
voting the proxy at the Meeting or any adjournments or
postponements thereof.

This proxy is solicited on behalf of the management of the
Corporation. A shareholder has the right to appoint a person
to represent him and to attend and act for him on his behalf
at the meeting other than the nominees designated above and
may exercise such right by inserting the name of his nominee
in the space provided above for that purpose.

The undersigned hereby revokes any proxy previously given:

DATED the _______ day of ____________________, 2005.

----------------------------------
Name of Shareholder (Please Print)

----------------------------------
Signature of Shareholder

NOTES:

1. The shares represented by this proxy will be voted or withheld from
voting on any ballot that may be called in accordance with the
foregoing directions and, if the shareholder specifies a choice with
respect to any matter to be acted upon, the shares will be voted
accordingly. In the event that no specification has been made with
respect to voting or withholding from voting in respect of the election
of directors, or the appointment of the auditor and the authorization
of the directors to fix the remuneration of the auditor, the proxy
nominees are instructed to vote the shares represented by this proxy in
favour of such matters.

2. This proxy form must be signed and dated by the shareholder or his
attorney authorized in writing, or, if the shareholder is a
corporation, by any officer or attorney thereof duly authorized. If the
proxy form is not dated in the space provided it is deemed to bear the
date on which it is mailed to the Corporation.

3. Properly executed forms of proxy must be received before 5:00p.m.
(Toronto time) on February 23, 2005 by Equity Transfer Services Inc.,
120 Adelaide Street West, Suite 420, Toronto, Ontario, M5H 3V1 or by
facsimile at 416-361-0470, or by the close of business on the second
business day preceding the day of the meeting or any adjourned or
postponed meeting thereof (excluding Saturdays, Sundays and holidays).