MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES
This Management Information Circular and the accompanying proxy form are furnished in
connection with the solicitation of proxies by and on behalf of the management of ADB SYSTEMS
INTERNATIONAL LTD. (the “Corporation”) for use at the annual and special meeting of shareholders of
the Corporation (the “Meeting”) to be held on Wednesday, June 23, 2004 for the purposes set out in the
accompanying notice of meeting. In addition to the use of the mail, proxies may be solicited by officers, directors
and regular employees of the Corporation personally or by telephone. The cost of such solicitation will be borne
by the Corporation.
Accompanying this Circular is the 2003 Annual Report of the Corporation including the audited financial
statements of the Corporation for the financial year ended December 31, 2003. All dollar amounts contained in
this Circular are expressed in Canadian dollars.
The persons named in the enclosed form of proxy, who are directors or officers of the Corporation, 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 shall be voted for the election of directors and the
appointment of auditors, as stated under those headings in this Management Information Circular.
The 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. If matters which are not now known should
properly come before the Meeting, the shares represented by the proxy will be voted on such matters
in accordance with the best judgment of the person voting such shares. A shareholder desiring to appoint
some other person to represent him or her at the Meeting may do so either by inserting the name of such perso