COOLBRANDS INTERNATIONAL INC.
PROXY SOLICITED BY MANAGEMENT
FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 27, 2006 AND
FOR USE AT THE SPECIAL CONFIRMATORY MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 20, 2006
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 and special meeting of shareholders (the
"Annual and Special Meeting") of the Corporation to be held on February 27, 2006
and at any adjournments or postponements thereof and at the special confirmatory
meeting of shareholders (the "Confirmatory Meeting") of the Corporation to be
held on March 20, 2006 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 of directors of those persons
named in the Management Information Circular of the
Corporation dated January 13, 2006 (the "Circular").
(b) VOTED FOR [ ]
WITHHELD FROM VOTING [ ]
in respect of the appointment of BDO Seidman, LLP as auditor
for the ensuing year and authorizing the directors to fix the
auditor's remuneration.
(c) VOTED FOR [ ]
VOTE AGAINST [ ]
the approval of the Continuance Resolution, set forth in
Schedule B to the Circular.
(d) VOTED FOR [ ]
VOTE AGAINST [ ]
the approval of the Share Capital Restructuring Resolution,
set forth in Schedule D to the Circular.
(e) VOTED FOR [ ]
VOTE AGAINST [ ]
the approval of the Continuance Confirmatory Resolution,
set forth in Schedule C to the Circular
(f) VOTED FOR [ ]
VOTE AGAINST [ ]
the approval of the Share Capital Confirmatory Resolution,
set forth in Schedule E to the Circular.
If no choice is specified with respect to matters identified
above, the proxy will be voted "FOR" such matters.
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If an amendment or variation to matters identified in the Notice of
Meeting are proposed at the Annual and Special Meeting or
Confirmatory Meeting or any adjournments or postponements thereof or
if any other matters properly come before the Annual and Special
Meeting or Confirmatory 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 Annual and
Special Meeting or Confirmatory Meeting or any adjournments or
postponements thereof.
The undersigned hereby revokes any proxy previously given:
DATED the __________ day of __________, 2006.
________________________________________
Name of Shareholder (Please Print)
________________________________________
Signature of Shareholder
DIRECTIONS:
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.
2. 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.
3. 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.
4. This proxy form is to be read in conjunction with the accompanying
Circular and Notice of Meeting.
5. To be effective at the Annual and Special Meeting, this proxy must be
received no later than 5:00 p.m. (Toronto time) on February 24, 2006 at
Equity Transfer Services Inc., 120 Adelaide Street West, Suite 420,
Toronto, Ontario, M5H 3V1 or by facsimile at 416-361-0470, or with the
Secretary of the Corporation at any time prior to the Annual and Special
Meeting.
6. To be effective at the Confirmatory Meeting, this proxy must be received
no later than 5:00 p.m. (Toronto time) on March 16, 2006 at Equity
Transfer Services Inc., 120 Adelaide Street West, Suite 420, Toronto,
Ontario, M5H 3V1 or by facsimile at 416-361-0470, or with the Secretary of
the Corporation at any time prior to the Confirmatory Meeting.