IDC Mngmnt Circular 2007

INTERNATIONAL DATACASTING CORPORATION

MANAGEMENT PROXY CIRCULAR

This Management Proxy Circular is furnished in connection with the solicitation of proxies by or on behalf of the management of INTERNATIONAL DATACASTING CORPORATION (the “Corporation”) for use at the annual general meeting of the shareholders of the Corporation (the “Meeting”) to be held on Thursday, the 7th day of June, 2007 at the hour of 2:00 p.m. (Ottawa time) at the corporate offices of the Corporation, 2680 Queensview Drive, Ottawa, Ontario, and at any adjournment or adjournments thereof for the purposes set forth in the Notice of Meeting. Unless otherwise specified herein, all references to “$” are to Canadian dollars.

PROXIES

THE ENCLOSED PROXY IS BEING SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION and the cost of such solicitation will be borne by the Corporation. The solicitation of proxies will be primarily by mail, but proxies may also be solicited by officers and employees of the Corporation or by the transfer agent and registrar of the Corporation, Computershare Trust Company of Canada.

The persons named in the enclosed form of proxy are directors and officers of the Corporation. A shareholder desiring to appoint some other person to represent him at the Meeting may do so by inserting such person’s name in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, delivering the completed proxy to the Chief Financial Officer of the Corporation at its head office at 2680 Queensview Drive, Ottawa, Ontario K2B 8H6 or to Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, not later than 5:00 p.m. (Eastern Time) on June 5, 2007, or by depositing it with the Chairman of the Meeting prior to the commencement of the Meeting. It is the responsibility of the shareholder appointing some other person to represent him to inform such person that he has been so appointed. The proxy must be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof, duly authorized.

A shareholder executing the enclosed form of proxy has the right to revoke it under subsection 148(4) of the Canada Business Corporations Act (the “Act”). A shareholder may revoke a proxy by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing at the head office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or adjournments thereof, at which the proxy is to be used or with the Chairman of the Meeting on the day of the Meeting or any adjournment or adjournments thereof or in any other manner permitted by law.

The Common Shares of the Corporation (hereinafter called the “Shares”) represented by the proxy will be voted, for or against, or withheld from voting, in accordance with the instructions of the shareholder on any ballot that may be called for.

IF A SHAREHOLDER DOES NOT SPECIFY THAT ITS SHARES ARE TO BE WITHHELD FROM VOTING WITH RESPECT TO THE ELECTION OF DIRECTORS

INTERNATIONAL DATACASTING CORPORATION 2

AND/OR THE APPOINTMENT OF AUDITOR, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEE DIRECTORS SPECIFIED IN THIS MANAGEMENT PROXY CIRCULAR AND THE APPOINTMENT OF PRICEWATERHOUSECOOPERS, LLP, AS THE CORPORATION’S AUDITOR ON ANY BALLOT THAT MAY BE CALLED FOR.

It is not intended to use the proxies hereby solicited for the purpose of voting upon the financial statements of the Corporation as at January 31, 2007 or the report of the auditor thereon.

If any amendments or variations to matters identified in the Notice of Meeting are proposed at the Meeting or if any other matters properly come before the Meeting, the enclosed form of proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the person voting the proxy at the Meeting. Management knows of no matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

VOTING SHARES AND PRINCIPAL SHAREHOLDER

The Common Shares are the only class of shares of the Corporation authorized. As at the date hereof, 43,702,398 Shares are outstanding, each carrying the right to one (1) vote per Share at the Meeting.

The Corporation has fixed April 18, 2007 as the record date for the purpose of determining shareholders entitled to receive notice of the Meeting. In accordance with the provisions of the Act, the Corporation’s transfer agent and registrar, Computershare Trust Company of Canada, will prepare a list of holders of Shares not later than ten (10) days after such record date. Each holder of Shares named in the list will be entitled to vote the Shares shown opposite his, her or its name on the list at the Meeting.

To the knowledge of the directors and officers of the Corporation, no person or company beneficially owns or exercises control or direction over Shares carrying more than 10% of the votes attached to the Shares other than as follows:

Name of Shareholder

Number of Shares Owned,

Controlled or Directed

Percentage of Outstanding Shares

Owned, Controlled or Directed

GrowthWorks Canadian Fund Ltd.

12,916,263

29.55%

ELECTION OF DIRECTORS

The number of directors to be elected at the Meeting is eight (8). Set forth below are the names of the persons who are proposed as nominees for election as directors of the Corporation and for whom it is intended to vote the Shares represented by the proxies solicited in respect of the Meeting, on any ballot that may be called for, unless authority to do so is withheld. Each director elected will hold office until the next annual general meeting of shareholders or until his successor is elected or appointed.


In the event that prior to the Meeting any vacancies occur in the slate of nominees submitted below, it is intended that discretionary authority shall be exercised to vote the proxies hereby solicited (unless otherwise directed as aforesaid) for the election of any other person or persons as directors. Management is not aware that any of such nominees would be unwilling to serve as a director if elected.

The following table sets out the name of each person proposed to be nominated for election, as well as other pertinent information, including principal occupation or employment, all major positions and offices presently held in the Corporation, the year first elected a director of the Corporation and the approximate number of Shares beneficially owned, directed or controlled by such person.

Name, Province and Country of Residence and Principal Occupation

Year first became a Director

Shares Beneficially Owned, Directed or Controlled

Denzil Doyle, B.Sc.Eng., Ontario, Canada. Mr. Doyle has been the President of Doyletech Corporation (a consulting company) since 1982. (1) (2)

1994

315,819 (3)

Ron Clifton, M.A.Sc., Ontario, Canada. Mr. Clifton has been the President and Chief Executive Officer of the Corporation since December 1997. (4) (16) (20)

1997

2,241,605 (5)

E. Denis Colbourne, M.Sc., P.Eng., Ontario, Canada. Mr. Colbourne has been the President of DC Technologies Inc. (a business management and technology consulting company) since 1998. (6) (7) (15) (16) (20)

2000

220,000 (8)

Mark M. Norton, B.Sc.Eng., Ontario, Canada. Mr. Norton has been the President of Pakenham Holdings Limited (a private investment company) since 1981. (2) (7) (9) (10)

1995

460,319 (10)

Dr. Peter Scovell, Ontario, Canada. Dr. Scovell was appointed the Chairman of the Corporation in April 2007. Dr. Scovell has been the President of Newlyn Technologies Ltd. (an Ottawa based telecommunications consulting company) since 2001. (7) (11) (16)

2003

170,000 (12)

Dr. Stuart Smith, M.D., Ontario, Canada. Dr. Smith is the Founder and has been the President of RockCliffe Research and Technology Inc. (a company that manages the commercialization of technology) since 1987. (2) (13) (15) (16)

2000

220,000 (17)

Peter Liebel, B.A. (Hons.), M.S.C. (Econ), Ontario, Canada. Mr. Liebel has been the Head of the Technology and Telecommunications Investment Banking Group at Dundee Securities Corp. (an investment bank) since 2005. (14) (15) (16)

2006

20,000 (18)

W. Neil Bauer, B.Sc., M.B.A., Acton, Massachusetts. Mr. Bauer has been the President of Orion Associates (a consulting firm that provides services to investment firms and satellite operators) since 2002. (16) (19)

2006

20,000 (18)

Notes: (1) Mr. Doyle has been a director of the Corporation since March 1994 and served as the Chairman of the Corporation from March

1994 to April 2007. Prior to the sale of Fullarton Capital Corporation (“Fullarton”) (the management company that managed Capital Alliance Ventures Inc. (“CAVI”) (a community small business investment fund)) to GrowthWorks Canadian Fund Ltd.


(“GrowthWorks”) (an investment fund) effective February 28, 2005, Mr. Doyle had also been the Chairman and a director of CAVI since 1995. Mr. Doyle ceased being a director of Fullarton and CAVI in February 2005. Mr. Doyle is also a past director of the National Research Council of Canada, Newbridge Networks Inc., Mitel Networks Inc. and Med-Eng Systems Inc. (a manufacturer of body protection and electronic counter-measure systems). As set forth above under the heading “Voting Shares and Principal Shareholder”, GrowthWorks beneficially owns 12,916,263 Shares, approximately 29.55% of the outstanding Shares of the Corporation.

(2) Member of the Executive Compensation Committee. (3) Consists of options to purchase 315,819 Shares currently exercisable or exercisable within 60 days. (4) Between 1994 and December 1997, Mr. Clifton was President and Chief Executive Officer of Senstar-Stellar Corporation (an

international surveillance technology company), a Daimler-Benz Aerospace company. Between 1990 and 1994, Mr. Clifton was Corporate Vice President & General Manager of Zenon Environmental Inc. (an international environmental technology company).

(5) Consists of 993,480 Shares owned by Mr. Clifton and options to purchase 1,248,125 Shares currently exercisable or exercisable within 60 days.

(6) Mr. Colbourne is also Chairman and CEO of Spectalis Corp. (a fabless semiconductor company that develops high value solid-state integrated optical micro-devices using standard CMOS fabrication and materials technologies), Chairman of Instrumar Limited (an integrated supplier of real-time information systems), Chairman of Quantiscript (a developer of lithography processes for the nanoscale and integrated circuitry markets) and a board member of several high tech companies including SiGe Semiconductor, Inc. (a supplier of analog and mixed signal integrated circuits) and Baker Group International (a Canadian company founded to assist North American organizations pursue business opportunities in China). He is also a member of the Advisory Board of the National Research Council of Canada’s Photonics Centre. Mr. Colbourne is the Chairman of the Corporation’s Audit Committee.

(7) Member of the Audit Committee. (8) Consists of options to purchase 220,000 Shares currently exercisable or exercisable within 60 days. (9) Prior to the sale of Fullarton referred to above at Note 1, Mr. Norton was also a shareholder of Fullarton and a director of CAVI

from May 2004 until February 2005. Mr. Norton ceased being a director of Fullarton and CAVI in February 2005. Mr. Norton is a director of a number of companies, including Green Avenue Ventures, Inc. (an investment company), CMA Holdings Inc. (the principal holding company of the Canadian Medical Association) and Med-Eng Systems Inc. (a manufacturer of body protection and electronic counter-measure systems).

(10) Consists of 300,000 Shares controlled by Mr. Norton through Pakenham Holdings Limited and options to purchase 160,319 Shares currently exercisable or exercisable within 60 days.

(11) Dr. Scovell is also a director of COM DEV International Ltd. and LxSix Photonics Inc. He is also a former Chairman of STC France and SpaceBridge Semiconductor Corporation. Dr. Scovell has held various senior positions in Bell Northern Research and Nortel during his 27 years of experience in the telecommunications sector. Dr. Scovell left Zenastra Photonics Inc. (“Zenastra”) (an integrated optical components company) in April 2001 where he served as President and CEO. Zenastra became bankrupt in October 2001.

(12) Consists of options to purchase 170,000 Shares currently exercisable or exercisable within 60 days. (13) Dr. Smith is also the Chairman of the Board of Ensyn Technologies, Inc. (a developer of industrial energy applications) and

Esna Technologies Inc. (a developer of unified communications technology), as well as a director of Acura Masstech (a company developing software and providing systems integration for digital video technology).

(14) From 1999 to 2004, Mr. Liebel was Executive Director, Technology, Media and Telecom Investment Banking at CIBC World Markets (an investment bank). Between 1996 and 1999, Mr. Liebel served as Vice-President and Director, Telecom and Technology Investment Bank at First Marathon Securities (an investment bank) and prior thereto, he served in the Canadian federal government in several Assistant Deputy Minister and Director General positions.

(15) Member of the Corporate Governance and Nominating Committee. (16) Member of the Strategic Planning Committee. (17) Consists of 20,000 Shares owned by Dr. Smith and options to purchase 200,000 Shares currently exercisable or exercisable

within 60 days. (18) Consists of options to purchase 20,000 Shares currently exercisable or exercisable within 60 days. (19) From 1998 to 2002, Mr. Bauer was President and Chief Executive Officer of Loral Cyberstar (a satellite communications

services company) and a corporate officer of Loral Space & Communications (“Loral”) (a satellite services company); prior thereto from 1993 to 1998, he was President and Chief Executive Officer of Orion Networks Systems, Inc. (a satellite communications services company). Between 1984 and 1993, Mr. Bauer held a number of senior positions at GE Americom (a satellite operating company) and its parent, General Electric/RCA (a multinational products and services company). Mr. Bauer left Loral on September 30, 2002. Loral filed for bankruptcy in July 2003.

(20) Member of the Disclosure Committee.

COMPENSATION OF DIRECTORS

Up until the year ended January 31, 2006, in lieu of monetary compensation, external directors of the Corporation received stock options on an annual basis pursuant to the Corporation’s Directors’ Stock Option Plan (the “Directors’ Plan”). The Directors’ Plan currently provides for a pool of 2,100,000 Shares. Under the terms of the Directors’ Plan, the Corporation’s Board of Directors (the “Board”) or any committee thereof established for the purpose of administering the Directors’ Plan may grant to directors of the Corporation or its subsidiaries options to acquire Shares. The exercise price of the options granted is the latest


closing price of the Shares on the Toronto Stock Exchange (the “TSX”) on the day immediately preceding the date of the grant (and if no Shares have been traded on such day, then the exercise price shall be established on the same basis on the last previous trading day for which a trade was reported by the TSX). Options granted under the Directors’ Plan expire on the earliest of: (i) ten years following the date of the grant; (ii) three years following the date the director ceases to be a director for any reason, including resignation or death; or (iii) with at least 30 days notice, upon certain reorganizations or liquidity events. No individual may hold options exceeding 5% of the then outstanding number of Common Shares. As of the date hereof, options to purchase 1,569,457 Shares under the Directors’ Plan are outstanding.

In February 2006, each external director of the Corporation (i.e., all of the Corporation’s directors other than Ron Clifton) was granted an option to purchase 20,000 Shares for services rendered to the Corporation during the year ended January 31, 2006. Commencing with the year ended January 31, 2007, each external director of the Corporation is entitled to receive director’s fees and stock options on an annual basis. During the year ended January 31, 2007, the Corporation’s external directors received compensation as follows: (i) the Chairman of the Board was paid a retainer of $20,000; (ii) each other external director was a paid a retainer of $10,000; (iii) the chairman of each of the Audit Committee, the Executive Compensation Committee, the Corporate Governance and Nominating Committee and the Strategic Planning Committee was paid an additional retainer of $5,000; and (iv) each of the two directors who was appointed to the Board in 2006, Peter Liebel and W. Neil Bauer, was granted an option to purchase 20,000 Shares under the Directors’ Plan. Certain of the external directors of the Corporation are required, by their own employment arrangements, to assign their options to their employer.

External directors who travel to attend meetings of the Board and meetings of committees of the Board are reimbursed for travel expenses. During the year ended January 31, 2007, the Corporation reimbursed Dr. Stuart Smith and W. Neil Bauer, each of whom are external directors, for certain travel costs associated with attending such meetings in the amounts of $3,950 and $3,656, respectively.

DIRECTORS’ AND OFFICERS’ INSURANCE

Under the Corporation’s by-laws, the Corporation indemnifies its directors and officers to the extent permitted by the Act. The Corporation has purchased insurance referred to in subsection 124(6) of the Act for the benefit of its directors and officers in respect of certain liabilities that may be incurred by them in such capacities. The directors’ and officers’ insurance is contained in a policy issued on January 31, 2007 and the annual premium of $17,253 has been paid by the Corporation. The policy carries a limit of $2,000,000 and has a deductible of $25,000 for each claim.


INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer or employee or former director, executive officer or employee of the Corporation, or any associate of any such person, was indebted to the Corporation or its subsidiary at any time during the year ended January 31, 2007 and/or as at the date of this Management Proxy Circular, other than as set out in the following tables.

AGGREGATE INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS, ETC.

Purpose To the Corporation or its Subsidiaries To Another Entity

Share purchases $277,125 Not applicable

Other Not applicable Not applicable

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS, ETC. UNDER SECURITIES PURCHASE AND OTHER PROGRAMS

Name and Principal Position

Involvement of

Corporation or Subsidiary

Largest Amount

Outstanding During the

Year Ended January 31,

2007

Amount Outstanding

as at April 25, 2007

Financially Assisted

Securities Purchases During the


2007

Security for Indebtedness

Amount Forgiven

During the Year Ended January 31,

2007

Securities Purchase Programs:

Ron Clifton, President & Chief Executive Officer

Corporation is the Lender

$277,125 $277,125 Nil Promissory Note and Share Pledge

Nil

Other Programs: Not applicable

Under the terms of its Employees’/Consultants’ Stock Option Plan (the “SOP”), the Corporation may lend such portion of the purchase price of Shares subject to option granted under the SOP to such grantees as the Board may approve. The terms and conditions of such financial assistance, which may be interest free and on either a full recourse or non-recourse basis, are to be determined by the Board. The indebtedness referred to in each of the tables above is the same indebtedness owing by Mr. Clifton to the Corporation. Details of the outstanding loan to Mr. Clifton which was made by the Corporation during the year ended January 31, 2005 are set forth in the Corporation’s Management Proxy Circular dated April 18, 2005, a copy of which may be found on SEDAR at www.sedar.com and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 2680 Queensview Drive, Ottawa, Ontario K2B 8H6.


EXECUTIVE COMPENSATION AND BENEFITS

The following table sets forth for the periods indicated compensation information of the Corporation for the President and Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers of the Corporation and its subsidiaries (the “Named Executive Officers”) that earned a total annual salary and bonus during the year ended January 31, 2007 that exceeded $150,000.

Summary Compensation Table

Annual Compensation

Long Term

Compensation

Name and Principal Position at January 31, 2007


Salary

($)

Bonus

($)

Shares Under

Options (#)

All Other Compensation

($)

Ron Clifton, President & Chief Executive Officer

2007 2006 2005

200,000 177,000 177,000

62,500 (4) 88,500 (4) 82,305 (4)

Nil Nil

2,060,500

$9,713 (10) $6,850 (10) $6,850 (10)

Susan Robbins Parsons, Chief Financial Officer & Corporate Secretary

2007 2006

130,000

50,000 (1)

32,500 (4) 24,000 (4)

Nil

400,000

Nil Nil

Edward DiCarlo, Vice President, Sales and Marketing

2007

69,600 (2)

26,851 (5)

300,000

Nil

Gary Carter, Chief Technology Officer

2007 2006 2005

130,000 125,000 125,000

31,385 (6) 51,780 (7) 60,648 (8)

Nil Nil

450,000

Nil Nil Nil

Robert Katsma, Managing Director, Profline B.V.

2007 2006

213,555

53,400 (3)

Nil Nil

Nil

250,000 (9)

Nil Nil

Notes: (1) Ms. Robbins Parsons joined the Corporation on August 31, 2005. (2) Mr. DiCarlo joined the Corporation on September 18, 2006. On an annualized basis, Mr. DiCarlo’s aggregate salary is

US$123,000 (approximately $187,450) with a target commission of $71,300 subject to achieving certain performance criteria. (3) Mr. Katsma, through his holding company, Holding Profline B.V., became a consultant to the Corporation on November 1,

2005. (4) Bonus earned during the year. (5) Sales commission. (6) Mr. Carter earned $15,135 in sales commissions and a bonus of $16,250. (7) Mr. Carter earned $26,780 in sales commissions and a bonus of $25,000. (8) Mr. Carter earned $37,398 in sales commissions and a bonus of $23,250. (9) Options are held through Mr. Katsma’s holding company, Holding Profline B.V. (10) Imputed interest benefit to Mr. Clifton pursuant to loan from the Corporation (see “Indebtedness of Directors and Executive

Officers”).

Long Term Incentive Plans

The Corporation does not have any long-term incentive plans.


Stock Option Grants

Under the terms of the Corporation’s Employees’/Consultants’ Stock Option Plan (the “SOP”), the Board of Directors may grant to officers, full-time employees and eligible consultants of the Corporation options to acquire Shares.

The exercise price of options granted pursuant to the SOP is the latest closing price of the Shares on any stock exchange or exchanges on which any securities of the Corporation may from time to time be listed on the trading day immediately preceding the date of the grant (and if no Shares have been traded on such day, then the exercise price shall be established on the same basis on the last previous trading day for which a trade was reported by such stock exchange). Options granted under the SOP expire on the earliest of: (i) five years following the date of the grant; (ii) 270 days following the death, disability or retirement of the grantee; (iii) in the case of an employee, 90 days following the termination of employment of the grantee; (iv) with at least 30 days notice, upon certain reorganizations or liquidity events; or (v) in the case of a consultant, such earlier date as may be specified in such individual’s option agreement.

Prior to February 2004, most options granted under the SOP vested over three years, with one-third of all optioned shares vesting on each of the first three anniversaries of the date of the grant. Since February 2004, of each option granted by the Corporation, 25% has vested on the date of grant and the remaining 75% has been performance based. 33 1/3% of the performance based portion of each option vests upon the completion of every four consecutive or non-consecutive fiscal quarters during the term that the Corporation reports net income (before allowing for income tax and stock-based compensation expense) on its quarterly or annual financial statements, commencing with the fiscal quarter during which the date of grant occurred. Notwithstanding the foregoing, all performance options vest immediately upon: (a) a change of control or other liquidity event; or (b) the sale of all or substantially all of the Shares owned by any shareholder who owns, directly or indirectly, 20% or more of the Shares of the Corporation.

No individual may hold options exceeding 5% of the then outstanding number of Shares. The SOP also places certain additional restrictions on option grants to insiders of the Corporation, in accordance with the requirements of the Toronto Stock Exchange. Options granted under the SOP are not assignable or transferable.


The following table sets forth individual grants of options to purchase Shares made during the year ended January 31, 2007 to each Named Executive Officer under the SOP.

Name of Executive Officer

Option Shares

Under Options Granted

% of Total

Options Granted to Employees

During the Year Ended January

31, 2007

Exercise or Base

Price (Per Security)

Market Value of Option Shares on the Date of

Grant ($/Share)

Expiration Date

Ron Clifton Nil Nil Nil Nil Nil

Susan Robbins Parsons Nil Nil Nil Nil Nil

Edward DiCarlo 75,000 (1)

225,000 (2)

12%

36%

$0.18

$0.18

$0.18

$0.18

September 2011

September 2011

Gary Carter Nil Nil Nil Nil Nil

Robert Katsma (3) Nil Nil Nil Nil Nil Notes: (1) This grant forms part of a grant of a single option to purchase 300,000 Shares granted to Mr. DiCarlo during the year ended

January 31, 2007. This portion of the option vested immediately upon grant. (2) This grant forms part of a grant of a single option to purchase 300,000 Shares granted to Mr. DiCarlo during the year ended

January 31, 2007. This portion of the option is performance-based. Please see “Executive Compensation and Benefits – Stock Option Grants” for additional vesting details.

(3) Options are held through Mr. Katsma’s holding company, Holding Profline B.V.

The following table sets forth information concerning each exercise of options during the year ended January 31, 2007 by each Named Executive Officer and the financial year-end value of unexercised options, on an aggregated basis.

Name of Executive Officer

Securities Acquired

on Exercise

Aggregate Value Realized

Unexercised Options at January 31, 2007

Exercisable/Unexercisable

Value of Unexercised

in-the-Money Options at January 31, 2007

Exercisable/Unexercisable

Ron Clifton Nil

N/A 1,248,125/452,375 $9,200/Nil

Susan Robbins Parsons Nil

N/A 100,000/300,000 $23,000/$69,000

Edward DiCarlo Nil

N/A 75,000/225,000 $17,250/$51,750

Gary Carter Nil N/A 395,000/507,500 $13,225/Nil

Robert Katsma (1) Nil N/A 62,500/187,500 $14,375/$43,125 Note: (1) Options are held through Mr. Katsma’s holding company, Holding Profline B.V.

Employment Contracts The Corporation has entered into a letter of employment (the “CEO Agreement”) dated February 5, 2002 with Ron Clifton, the President and Chief Executive Officer of the Corporation. The CEO Agreement provides that Mr. Clifton is entitled to an annual base salary of $177,000 (which was raised to $200,000 for the year ended January 31, 2007) and a bonus equal to 25% of Mr. Clifton’s base salary in the event that the Corporation meets certain of its budget goals in any given year. The bonus will be increased proportionately to up to 50% of


base salary in the event that the Corporation exceeds certain of its target goals. The CEO Agreement may be terminated by the Corporation for cause at any time without notice or further compensation, and without cause on eight weeks written notice and salary continuation for a twelve month period. Further, in the event that Mr. Clifton is terminated without cause his group benefits will be extended until such time as he secures employment elsewhere, any stock options that have been granted to him as at the date of termination will continue to vest over the salary continuation period and the expiry date of all his vested options will be extended for a period of thirty-six months from the date of termination. In the event of a change of control of the Corporation through sale or merger or other means, all stock options granted to Mr. Clifton prior to the effective date of the change of control will vest immediately. In addition, should Mr. Clifton be unable to negotiate a new employment agreement that is acceptable to him within three months of the effective date of such change in control, Mr. Clifton may elect to have been terminated without cause under the terms of the CEO Agreement with the exception that salary continuation and benefits will be extended to twenty-four months from the date of termination which amounts he may elect to have paid in a single lump sum.

The Corporation has entered into a letter of employment (the “CFO Agreement”) dated August 30, 2005 with Susan Robbins Parsons, the Chief Financial Officer and Corporate Secretary of the Corporation. The CFO Agreement provides that Ms. Robbins Parsons is entitled to an annual base salary of $120,000 (which was raised to $130,000 for the year ended January 31, 2007), subject to review each year, and a bonus equal to up to 20% of Ms. Robbins Parsons’ base salary in the event that the Corporation meets certain of its budget goals in any given year. The CFO Agreement may be terminated by the Corporation for cause at any time without notice or further compensation, and without cause by providing Ms. Robbins Parsons with six months salary (including car allowance, benefits and earned bonus) in lieu of notice.

The Corporation has entered into a letter of employment (the “VP Sales and Marketing Agreement”) dated September 9, 2006 with Edward DiCarlo, the Vice President, Sales and Marketing of the Corporation. The VP Sales and Marketing Agreement provides that Mr. DiCarlo is entitled to an annual base salary of US$160,000, subject to review each year, and a commission based on sales. The VP Sales and Marketing Agreement may be terminated by the Corporation for cause at any time without notice or further compensation, and without cause by providing Mr. DiCarlo with three months salary (including commission and earned bonus) in lieu of notice.

The Corporation has entered into an Independent Contractor Agreement (the “Katsma

Agreement”) dated November 1, 2005 with Holding Profline B.V., pursuant to which Robert Katsma provides services to the Corporation as Managing Director of Profline B.V., the Corporation’s wholly-owned European subsidiary. Holding Profline B.V. is Mr. Katsma’s holding company. The Katsma Agreement provides for a monthly fee of €12,500 (exclusive of VAT) (the “Fee”). The initial term of the Katsma Agreement expires on November 1, 2008 and, thereafter, can be extended for successive one year periods. Notwithstanding the foregoing, the Katsma Agreement may be terminated by the Corporation for material breach at any time without notice or further compensation, and at any other time by providing Holding Profline B.V. 60 business days advance written notice. Holding Profline B.V. may terminate the Katsma Agreement prior to the end of the initial term if the Corporation is in breach of its obligation to pay the Fee and has not cured such breach within 20 business days.


Executive Incentive Plan On May 11, 2006, the Board established the Executive Incentive Plan (the “EIP”). In the event of a change of control (a “Change of Control Transaction”) involving the Corporation (including, without limitation: (i) a transaction involving the Corporation in which the shareholders immediately prior to the closing of the transaction own less than a majority of the voting shares of the continuing entity after the transaction; (ii) the transfer of a majority interest in the Corporation’s voting shares to a single person or entity or group of affiliated persons or entities; and (iii) the sale or exclusive and irrevocable license of the Corporation’s assets), the EIP provides that the Chief Executive Officer will be paid an amount equal to the greater of: (a) $500,000; and (b) 4% of the Change of Control Transaction value as adjusted to reflect changes in the Corporation’s fully-diluted capitalization after May 11, 2006, provided that the Chief Executive Officer remains continuously employed up to the date of closing of the Change of Control Transaction. Notwithstanding the foregoing, the Chief Executive Officer will be entitled to the incentive payment otherwise payable under the EIP if he is the subject of an involuntary termination event within six months prior to the closing of a Change of Control Transaction.

In the event of the completion of a Change of Control Transaction, the EIP further provides that the officers of the Corporation reporting directly to the Chief Executive Officer at the time will, in the sole discretion of the Board, be entitled to share in an aggregate payment (the “Non-CEO Incentive”) equal to the greater of: (i) $100,000; and (ii) 1% of the Change of Control Transaction value as adjusted to reflect changes in the Corporation’s fully-diluted capitalization after May 11, 2006.

The EIP terminates on the earlier of: (i) May 5, 2008; (ii) the date which is six months after the involuntary termination of the current Chief Executive Officer; and (iii) the date of the termination of the current Chief Executive Officer’s employment with the Corporation for any reason other than involuntary termination. Notwithstanding the foregoing, the Board may at any time, in its sole discretion, amend or discontinue the Non-CEO Incentive portion of the EIP.

Composition of Executive Compensation Committee

During the year ended January 31, 2007, the members of the Executive Compensation Committee were Denzil Doyle (Committee Chairman), Dr. Stuart Smith and Mark M. Norton. None of Mr. Doyle, Dr. Smith or Mr. Norton is an executive officer of the Corporation.

Report on Executive Compensation

The philosophy of the Executive Compensation Committee in the determination of senior executive compensation is to encourage performance in order to maintain the position of the Corporation in a highly competitive environment. As a result, compensation packages are based upon salaries that provide a reasonable level of remuneration and broad distribution of employee stock options. Given the nature of the industry, the performance of the Corporation’s stock is sensitive to the financial performance of the Corporation and as such provides a compensation method that encourages active support of the Corporation’s competitive efforts.


The Executive Compensation Committee believes that compensation packages for executive officers must be designed to attract and retain executives critical to the success of the Corporation; ensure that executive compensation is linked to both individual and corporate performance; and focus executives on business factors that impact shareholder value. Compensation for the executive officers of the Corporation, including the Chief Executive Officer, consists of three main components: (i) base salary; (ii) annual performance incentives; and (iii) stock options.

Base salary ranges for executive officers are determined annually by the Executive Compensation Committee. The mid-points of the salary ranges for the fiscal year ended January 31, 2007 were the expected market averages for comparable positions in comparably sized companies and were determined utilizing an executive compensation survey. Salaries are paid within the range at levels that reflect the Executive Compensation Committee’s best judgment of the experience, performance and contribution of employees to the Corporation.

The amount of annual performance incentives contained in an executive officer’s compensation package increases with the level of responsibility. Due to the variable nature of this component, bonuses generally fluctuate with the profitability of the Corporation. Annual performance incentives paid to the Named Executive Officers for the year ended January 31, 2007 reflect the satisfaction of individual targets set at the beginning of the fiscal period. Annual performance incentive compensation is tied to revenue and profit.

Grants of stock options to executive officers under the SOP are made based on contribution to the achievement of Company goals.

The base salary of the Chief Executive Officer is determined by the Executive Compensation Committee, which relies upon market data to assess his salary. Any decision to adjust the Chief Executive Officer’s salary is based upon salary ranges for comparable positions and the quality of job performance demonstrated by the Chief Executive Officer, as evidenced by profitability, growth and initiatives undertaken by the Corporation to strengthen and enhance its competitiveness. In determining the aggregate compensation of the Chief Executive Officer, the Executive Compensation Committee also considers the overall performance of the Corporation during defined periods. The Chief Executive Officer, who is also a director of the Corporation, is eligible to participate in both of the Corporation’s Employees’/Consultants’ and Directors’ Stock Option Plans.

Prior to the commencement of the year ended January 31, 2007, the Chief Executive Officer’s base salary for fiscal 2007 was determined by reviewing the compensation previously earned by him as well as market rates for individuals in similar positions with similar experience based on an executive compensation survey. The base salary for the Chief Executive Officer for fiscal 2007 was $200,000 which the Executive Compensation believes was market competitive.


The performance incentive component of the Chief Executive Officer’s compensation for the year ended January 31, 2007 was 37.5% of his base salary, based on the achievement of financial objective targets for fiscal year revenues and earnings. The actual variable payments made to the Chief Executive Officer were approximately 31.25% of base salary, or $62,500, as a result of the Corporation and the Chief Executive Officer meeting certain financial objective targets.

As the Corporation achieved 63% of its budget for earnings and 99% of its budget for revenues for the year ended January 31, 2007, the aggregate percentage incentive compensation paid to the Chief Executive Officer for fiscal 2007 was 83% of target for his compensation package.

No material additional benefits or perquisites are currently provided to members of management that are not available to employees of the Corporation generally. Benefits currently extended to all employees include health, long-term disability, dental and group life insurance. The members of the Executive Compensation Committee have reviewed and confirmed the information under the heading “Report on Executive Compensation”. Performance Graph

The following graph compares the total cumulative return to a shareholder who invested $100 in the Corporation by purchasing Shares at the beginning of February 2002 with the total cumulative return of $100 on the TSX Composite Index since the beginning of February 2002.

Total Cumulative Return to a Shareholder

-40-20

020406080

Mar

-02

Jul-0

2

Nov

-02

Mar

-03

Jul-0

3

Nov

-03

Mar

-04

Jul-0

4

Nov

-04

Mar

-05

Jul-0

5

Nov

-05

Mar

-06

Jul-0

6

Nov

-06

Mar

-07

YEAR

TOTA

L C

UM

ULA

TIVE

R

ETU

RN

OF

$100

.

IDCTSX

Information with respect to the compensation of the Corporation’s directors is set forth above under the heading “Compensation of Directors”.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth certain information presented on an aggregate basis regarding the Corporation’s Employees’/Consultants’ Stock Option Plan and Directors’ Stock Option Plan as at January 31, 2007.

Plan Category

Number of securities to be issued upon exercise of

outstanding options, warrants and rights

(a)

Weighted-average exercise price of outstanding

options, warrants and rights

(b)

Number of securities remaining available for future issuance under

equity compensation plans (excluding securities

reflected in column (a))

(c)

Equity compensation plans approved by securityholders

7,195,113

$0.28

1,867,410

Equity compensation plans not approved by securityholders

N/A

N/A

N/A

Total

7,195,113

$0.28

1,867,410

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Corporation and its Board of Directors (the “Board”) are committed to exercising effective corporate governance in the conduct of the Corporation’s business and the Board’s affairs. National Instrument 58-101 - Disclosure of Corporate Governance Practices (the “National Instrument”) promulgated by the applicable Canadian securities regulatory authorities requires reporting issuers to disclose their approach to corporate governance and relate their corporate governance practices to specific guidelines. The National Instrument serves as the reference point for this Statement of Corporate Governance Practices.

Overview

The Board is responsible for managing the business and affairs of the Corporation. It is the Board’s belief that good corporate governance improves corporate performance and benefits all shareholders.

Board of Directors

The Board is currently comprised of eight directors. Directors of the Corporation are elected annually by the shareholders. The composition of the Board provides a mix of skills and experience to guide the strategy and operations of the Corporation.

The Corporation’s Corporate Governance and Nominating Committee (the “Governance Committee”) has the responsibility of determining whether Board members are “independent” within the meaning of the National Instrument. The definition of “independence” in the National Instrument focuses on whether a director, directly or indirectly, has a material relationship with an issuer that could reasonably be expected to interfere with the exercise of that director’s


independent judgment, provided that employees and certain other categories of individuals are considered to have material relationships with an issuer. The Governance Committee has concluded that all current Board members are “independent” within the meaning of the National Instrument, with the exception of Ron Clifton who is not “independent” as a result of his position as an executive officer of the Corporation. The Board believes that Mr. Clifton’s extensive knowledge of the Corporation’s business is beneficial to the other directors and that his participation as a director contributes to the effectiveness of the Board.

The following is a list of those directors of the Corporation who are also directors of other reporting issuers:

(i) Dr. Peter Scovell is a director of COM DEV International Ltd.

At each Board meeting, the “independent” directors have the ability to hold in camera sessions without the presence of the non-independent director and other members of the Corporation’s management which process facilitates open and candid discussion among the “independent” directors. Although not regularly scheduled, the Board exercises its ability to hold such in camera sessions whenever any “independent” director(s) deems it necessary. Since February 1, 2006, the “independent” directors have held one of such in camera meetings.

Dr. Peter Scovell, an “independent” director, serves as the Corporation’s Chairman. In addition to chairing all Board meetings, the Chairman’s role is to facilitate and chair discussions among the Corporation’s “independent” directors, facilitate communication between the “independent” directors and the Corporation’s management, and, when called upon, act as a spokesperson on behalf of the Board in dealing with the press and members of the public. The existence of the position of Chairman is not intended in any way to inhibit discussions among the directors or between any of them and the Corporation’s management. The Chairman of the Board, the Governance Committee, the Audit Committee and the Board at large, are responsible for ensuring that the Board effectively discharges its mandate.

During the year ended January 31, 2007, the Board held five meetings. Each meeting was attended by all directors with the following exceptions: (i) E. Denis Colbourne was absent from the meeting held on February 20, 2006; and (ii) Peter Liebel was absent from the meeting held on December 6, 2006.

Mandate of the Board

On February 1, 2007, the Board adopted a written mandate of directors’ duties and responsibilities. A copy of the Corporation’s Mandate for the Board of Directors is attached to this Management Proxy Circular as Schedule “A” and is also available on the Corporation’s website at www.intldata.ca. Elements of the Board’s mandate were previously set out in the Corporation’s Corporate Governance Policy which was replaced on February 1, 2007 with the Corporation’s Corporate Governance and Nominating Committee Charter.


Board Committees

The Board of Directors has established the Audit Committee, the Executive Compensation Committee, the Corporate Governance and Nominating Committee, the Disclosure Committee and the Strategic Planning Committee (which was disbanded in April 2007) to assist the Board in efficiently carrying out its responsibilities. The Board does not currently have an Executive Committee.

Audit Committee

The mandate, role, responsibilities and procedures of the Audit Committee are set forth in the Corporation’s Audit Committee Charter. The Audit Committee is responsible for, among other things, reviewing the Corporation’s financial reporting procedures, internal controls and the performance of the Corporation’s external auditors. The Audit Committee is also responsible for reviewing quarterly financial statements, the annual financial statements and related press releases prior to their approval by the full Board of Directors and certain other documents required by regulatory authorities. The Audit Committee Charter addresses in detail the relationship between the Audit Committee, the Corporation’s external auditors and management of the Corporation, and contemplates direct communication channels between the Audit Committee and the external auditors. The Audit Committee is empowered to retain persons having special competence as necessary to assist it in fulfilling its responsibilities.

The Audit Committee must be comprised of three or more “independent” directors. The Audit Committee is currently comprised of E. Denis Colbourne (Committee Chairman), Dr. Peter Scovell and Mark M. Norton, each of whom is an “independent” director. All members of the Audit Committee have accounting or related financial expertise. This Committee held four meetings during the year ended January 31, 2007 and attendance was 100%.

Additional information relating to the Audit Committee as required pursuant to Multilateral Instrument 52-110 - Audit Committees, promulgated by the applicable Canadian securities regulatory authorities, may be found in IDC’s Annual Information Form for the year ended January 31, 2007 (the “AIF”) (see “Article 12 - Audit Committee” in the AIF and Schedule 12.1 to the AIF which sets forth a copy of the Audit Committee Charter). A copy of the AIF may be found on SEDAR at www.sedar.com and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 2680 Queensview Drive, Ottawa, Ontario K2B 8H6. A copy of the Corporation’s Audit Committee Charter is also available on the Corporation’s website at www.intldata.ca.

Executive Compensation Committee

The Executive Compensation Committee makes recommendations to the Board on executive compensation, including the compensation of the President and Chief Executive Officer. The responsibilities of the Executive Compensation Committee also include oversight of the Corporation’s stock option plans and management succession strategy.


The Executive Compensation Committee is currently composed of three “independent” directors: Denzil Doyle (Committee Chairman), Dr. Stuart Smith and Mark M. Norton. This Committee held one meeting during the year ended January 31, 2007 and attendance was 100%.

Corporate Governance and Nominating Committee

Pursuant to the Corporate Governance and Nominating Committee Charter, the mandate of the Governance Committee is to assist the directors of the Corporation in carrying out the Board’s oversight responsibility for ensuring that the strategic direction of the Corporation is reviewed annually and that the Board and each of its committees carry out their respective functions in accordance with an appropriate process. The Governance Committee is also responsible for assessing the effectiveness of the Board as a whole, each committee of the Board, and the contribution of each individual director. The Governance Committee is responsible for governance issues and for identifying, recruiting, nominating, endorsing, recommending the appointment of, and orienting, new directors, as well as the ongoing training and education of existing directors. The Governance Committee also reviews the Corporation’s Trading Policy, Disclosure Policy and Code of Business Conduct and Ethics and is responsible for recommending changes and any action required to deal with any breach of any such policy or code. Each member of the Governance Committee must be “independent” within the meaning of the National Instrument.

The Governance Committee is currently composed of three “independent” directors: Dr. Stuart Smith (Committee Chairman), Peter Liebel and E. Denis Colbourne. This Committee held one meeting during the year ended January 31, 2007 and attendance was 100%.

The full Board will continue to be directly involved in corporate governance matters upon the recommendation of the Governance Committee and where otherwise appropriate.

A copy of the Corporation’s Corporate Governance and Nominating Committee Charter is available on the Corporation’s website at www.intldata.ca and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 2680 Queensview Drive, Ottawa, Ontario K2B 8H6.

Disclosure Committee

The Corporation has adopted a written Disclosure Policy and has formed a Disclosure Committee consisting of members of senior management and one “independent” director, E. Denis Colbourne, in order to oversee the Corporation’s disclosure practices and generally regulate the manner in which the Corporation and its directors, officers, employees and other representatives interact with shareholders and other stakeholders, analysts and the public. The Corporations’ Disclosure Policy has been established in accordance with relevant disclosure requirements set out in applicable Canadian securities laws. The Disclosure Committee was formed on February 1, 2007 and has not yet held any meetings.

A copy of the Corporation’s Disclosure Policy is available on the Corporation’s website at www.intldata.ca and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 2680 Queensview Drive, Ottawa, Ontario K2B 8H6.


Strategic Planning Committee

The mandate of the Strategic Planning Committee was to assist the Corporation’s management in reviewing its long range strategic plan, assessing the strategic options available to the Corporation and recommending possible courses of action to the Board. The Strategic Planning Committee was empowered to retain persons having special competence as necessary to assist it in fulfilling its responsibilities. The Strategic Planning Committee was disbanded in April 2007 on the basis that the full Board would assume its mandate going forward.

During the year ended January 31, 2007, the Strategic Planning Committee was composed of five “independent” directors: Dr. Peter Scovell (Committee Chairman), Dr. Stuart Smith, E. Denis Colbourne, Peter Liebel and W. Neil Bauer, and one non-independent director: Ron Clifton. This Committee held five meetings during the year ended January 31, 2007 and attendance was 100%.

Orientation and Continuing Education

Pursuant to the Corporation’s Corporate Governance and Nominating Committee Charter, the Governance Committee monitors and recommends training, education and development programs for the Board and individual directors. Each new Board member has a full one day session with the Corporation’s management team to review the Corporation’s business and affairs. In addition, each new Board member has separate half-day sessions with each of the Chief Executive Officer and other Board members for orientation and education purposes. The Corporation encourages its directors to pursue continuing education relating to their positions as members of the Board. From time to time, the Corporation arranges for its external advisors to provide materials to, or meet with, the Board in order to address continuing education topics such as governance and continuous disclosure obligations. The Corporation also subsidizes the attendance of certain directors (who are chairs of any Board committee) at one trade show related to the Corporation’s business each year.

Ethical Business Conduct

The Corporation is committed to a culture of honesty, integrity and accountability and strives to operate its business in accordance with the highest ethical standards and applicable laws, rules and regulations. In furtherance of the foregoing, the Corporation has adopted a written Code of Business Conduct and Ethics (the “Code”) which governs the behaviour of its directors, officers and employees. The Corporation’s suppliers, partners, agents and representatives are also expected to comply with the Code when dealing with or acting on behalf of the Corporation. The Code also provides that all directors, officers and employees must avoid any situation that constitutes a conflict of interest or the appearance of a conflict of interest with the Corporation.

The full Board is responsible for monitoring compliance with the Code, for regularly

assessing its adequacy, for interpreting the Code in any particular situation and for approving any changes to the Code from time to time. The Code provides that all directors, officers and employees of the Corporation are required to immediately report any violation of the Code or any applicable law, rule or regulation to the Audit Committee in accordance with the Corporation’s Whistleblower Policy. Pursuant to the Whistleblower Policy, the Corporation has


established a confidential email address at [email protected] that provides directors, officers and employees with a channel for anonymous and confidential questions or complaints on accounting, internal controls, ethical concerns, or violations of the Code or any applicable law, rule or regulation. A copy of each of the Code and Whistleblower Policy is available on the Corporation’s website at www.intldata.ca and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 2680 Queensview Drive, Ottawa, Ontario K2B 8H6.

The Corporation has adopted a Trading Policy which governs the conduct of directors,

officers, employees and other insiders of the Corporation with respect to the trading of the Corporation’s securities, particularly in the context of material information concerning the Corporation and its affairs. Among other matters, the Trading Policy sets out prohibited trading activities, establishes guidelines for identifying insiders of the Corporation and describes reporting requirements applicable to insiders. The Trading Policy is administered by the Governance Committee.

Position Descriptions

To date, the Board has not developed written position descriptions for the Chairman of the Board, the chairs of any Board committees or the Chief Executive Officer as the Corporation’s “independent” directors are of the view that the Corporation’s Mandate for the Board of Directors and Corporate Governance and Nominating Committee Charter are sufficiently broad to permit the Board to monitor and refine such position requirements as circumstances require.

Nomination of Directors

The Corporation’s nominating committee is subsumed in the Governance Committee which is composed entirely of “independent” directors. The Governance Committee has the responsibility of annually recommending to the Board whether a director should be nominated for re-election based upon the Governance Committee’s consideration of his or her performance in office and any other factors deemed relevant. The Governance Committee may also identify new individuals and recommend such individuals as nominees to the Board, whether to fill vacancies on the Board, its committees or otherwise. The Governance Committee also monitors the size and composition of the Board and its committees to ensure effective decision-making and reports to the full Board on any resulting recommendations.

Recently, the full Board has participated in the identification, interview and selection of

each new Board candidate. The full Board has also participated in the selection of the members of its committees. The Chairman of the Board, the Chief Executive Officer and other individual directors may also identify potential candidates as directors and the Governance Committee or the full Board, as the case may be, may review such candidates and make appropriate recommendations. In identifying candidates for election to the Board, emphasis is placed on individuals possessing expertise that is strategic to the fulfillment of the Mandate for the Board of Directors.


Compensation

The Board, acting on the recommendations of the Executive Compensation Committee which is composed entirely of “independent” directors, reviews the adequacy of management’s and the directors’ compensation, as determined based on reviews of the competitive marketplace, to ensure that they are respectively current and reflective of the roles of each group. Additional disclosure relating to compensation matters is found above under the headings “Composition of Executive Compensation Committee”, “Report on Executive Compensation” and “Board Committees - Executive Compensation Committee”.

Assessment

The Governance Committee is responsible for reviewing, evaluating and making recommendations on an annual basis with respect to the methods and processes for evaluating Board effectiveness. Collective and individual Board and committee member assessments are performed annually through feedback obtained from the directors, the Chief Executive Officer and the Chief Financial Officer. The results of such assessments are then communicated to the full Board.

At least annually, the Governance Committee has an open and candid discussion with the

Chief Executive Officer regarding the performance of the directors both as a group as well as individually, the adequacy of information provided to the directors, the quality of communications between the Board and the Corporation’s management team and the processes related to the Board and its committees. The results of such discussions are then communicated to the full Board.

In general, since the directors work closely as a group throughout the year, the Chairman

and the full Board are able to continuously assess whether each director is contributing towards the fulfilment of the Mandate for the Board of Directors and otherwise performing his duties at the highest level.

APPOINTMENT OF AUDITOR

It is intended to vote the Shares represented by the proxies solicited in respect of the Meeting, on any ballot that may be called for, unless authority to do so is withheld, in favour of the appointment of the firm of PricewaterhouseCoopers, LLP (“PWC”), as the auditor of the Corporation. PWC has been the auditor of the Corporation since July 11, 1990. In order to be effective, the resolution appointing the auditor must be approved by a majority of the votes cast at the Meeting.

SHAREHOLDER PROPOSALS

Shareholder proposals must be submitted no later than January 28, 2008 to be considered for inclusion in next year’s Management Proxy Circular for the purposes of the Corporation’s next annual meeting of shareholders.


ADDITIONAL INFORMATION

Financial information regarding IDC may be found in the Corporation’s comparative financial statements and management’s discussion and analysis for the year ended January 31, 2007. Additional information regarding the Corporation may be found in IDC’s Annual Information Form for the year ended January 31, 2007 (the “AIF”). Copies of the AIF, this Management Proxy Circular (together with collateral material for the Meeting) and the Corporation’s 2006/2007 Annual Report, which contains the Corporation’s financial statements and management’s discussion and analysis for the year ended January 31, 2007, may be found on SEDAR at www.sedar.com and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 2680 Queensview Drive, Ottawa, Ontario K2B 8H6.

Additional information relating to the Corporation may also be found on SEDAR at www.sedar.com and at the Corporation’s website at www.intldata.ca.

APPROVAL OF BOARD OF DIRECTORS

The contents of this Management Proxy Circular and the sending thereof to each holder of Shares entitled to receive notice of and vote at the Meeting, to each director of the Corporation, to the auditor of the Corporation and to the appropriate governmental agencies have been approved by the directors of the Corporation. DATED at Ottawa, Ontario, this 25th day of April, 2007.

Susan Robbins Parsons Chief Financial Officer and Corporate Secretary


SCHEDULE “A”


MANDATE FOR THE BOARD OF DIRECTORS

1. Purpose

The primary function of the directors (individually a “Director” and collectively the “Board”) of International Datacasting Corporation (the “Corporation”) is to supervise the management of the business and affairs of the Corporation. The Board has the responsibility to supervise the management of the Corporation which is responsible for the day-to-day conduct of the business of the Corporation. The fundamental objectives of the Board are to enhance and preserve long-term shareholder value and to ensure that the Corporation conducts business in an ethical and safe manner. In performing its functions, the Board should consider the legitimate interests that stakeholders, such as employees, customers and communities, may have in the Corporation. In carrying out its stewardship responsibility, the Board, through the Chief Executive Officer (the “CEO”), should set the standards of conduct for the Corporation.

2. Procedure and Organization

The Board operates by delegating certain responsibilities and duties set out below to management or committees of the Board and by reserving certain responsibilities and duties for the Board. The Board retains the responsibility for managing its affairs, including selecting its chairman and constituting committees of the Board.

3. Responsibilities and Duties

The principal responsibilities and duties of the Board fall into a number of categories which are summarized below.

(a) Legal Requirements

(i) The Board has the overall responsibility to ensure that applicable legal requirements are complied with and documents and records have been properly prepared, approved and maintained.

(ii) The Board has the statutory responsibility to, among other things:

A. manage, or supervise the management of, the business and affairs of the Corporation;

B. act honestly and in good faith with a view to the best interests of the Corporation;

C. exercise the care, diligence and skill that reasonably prudent people would exercise in comparable circumstances; and

D. act in accordance with the obligations contained in the Canada Business Corporations Act (the “CBCA”), the regulations thereunder, the articles


and by-laws of the Corporation, applicable securities laws and policies and other applicable legislation and regulations.

(iii) The Board has the statutory responsibility for considering the following matters as a Board which in law may not be delegated to management or to a committee of the Board:

A. any submission to the shareholders of any question or matter requiring the approval of the shareholders;

B. the filling of a vacancy among the directors or in the office of auditor and the appointing or removing of any of the CEO, the chairman of the Board or the president of the Corporation;

C. the issue of securities except as authorized by the Board;

D. the declaration of dividends;

E. the purchase, redemption or any other form of acquisition of shares issued by the Corporation;

F. the payment of a commission to any person in consideration of the person purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares except as authorized by the Board;

G. the approval of a management proxy circular;

H. the approval of a take-over bid circular, directors’ circular or issuer bid circular;

I. the approval of an amalgamation of the Corporation;

J. the approval of an amendment to the articles of the Corporation;

K. the approval of annual financial statements of the Corporation; and

L. the adoption, amendment or repeal of any by-law of the Corporation.

In addition to those matters which at law cannot be delegated, the Board must consider and approve all major decisions affecting the Corporation, including all material acquisitions and dispositions, material capital expenditures, material debt financings, issue of shares and granting of options.

(b) Strategy Development

The Board has the responsibility to ensure that there are long-term goals and a strategic planning process in place for the Corporation and to participate with management directly or through committees in developing and approving the strategy by which the Corporation proposes to achieve these goals (taking into account, among other things, the opportunities and risks of the business of the Corporation).


(c) Risk Management

The Board has the responsibility to safeguard the assets and business of the Corporation, identify and understand the principal risks of the business of the Corporation and to ensure that there are appropriate systems in place which effectively monitor and manage those risks with a view to the long-term viability of the Corporation.

(d) Appointment, Training and Monitoring Senior Management

The Board has the responsibility to:

(i) appoint the CEO, and together with the CEO, to develop a position description for the CEO;

(ii) with the advice of the executive compensation committee of the Board (the “Compensation Committee”), develop corporate goals and objectives that the CEO is responsible for meeting and to monitor and assess the performance of the CEO in light of those corporate goals and objectives and to determine the compensation of the CEO;

(iii) provide advice and counsel to the CEO in the execution of the duties of the CEO;

(iv) develop, to the extent considered appropriate, position descriptions for the chairman of the Board and the chairman of each committee of the Board;

(v) approve the appointment of all corporate officers;

(vi) consider, and if considered appropriate, approve, upon the recommendation of the Compensation Committee and the CEO, the remuneration of all corporate officers;

(vii) consider, and if considered appropriate, approve, upon the recommendation of the Compensation Committee, incentive-compensation plans and equity-based plans of the Corporation; and

(viii) ensure that adequate provision has been made to train and develop management and members of the Board and for the orderly succession of management, including the CEO.

(e) Ensuring Integrity of Management

The Board has the responsibility, to the extent considered appropriate, to satisfy itself as to the integrity of the CEO and other officers of the Corporation and to ensure that the CEO and such other officers are creating a culture of integrity throughout the Corporation.

(f) Policies, Procedures and Compliance

The Board is responsible for the oversight and review of the following matters and may rely on management of the Corporation to the extent appropriate in connection with addressing such matters:


(i) ensuring that the Corporation operates at all times within applicable laws and regulations and to appropriate ethical and moral standards;

(ii) approving and monitoring compliance with significant policies and procedures by which the business of the Corporation is conducted;

(iii) ensuring that the Corporation sets appropriate environmental standards for its operations and operates in material compliance with environmental laws and legislation;

(iv) ensuring that the Corporation has a high regard for the health and safety of its employees in the workplace and has in place appropriate programs and policies relating thereto;

(v) developing the approach of the Corporation to corporate governance, including to the extent appropriate developing a set of governance principals and guidelines that are specifically applicable to the Corporation; and

(vi) examining the corporate governance practices within the Corporation and altering such practices when circumstances warrant.

(g) Reporting and Communication


(i) ensuring that the Corporation has in place policies and programs to enable the Corporation to communicate effectively with management, shareholders, other stakeholders and the public generally;

(ii) ensuring that the financial results of the Corporation are adequately reported to shareholders, other security holders and regulators on a timely and regular basis;

(iii) ensuring that the financial results are reported fairly and in accordance with applicable generally accepted accounting standards;

(iv) ensuring the timely and accurate reporting of any developments that could have a significant and material impact on the value of the Corporation; and

(v) reporting annually to the shareholders of the Corporation on the affairs of the Corporation for the preceding year.

(h) Monitoring and Acting



(i) monitoring the Corporation’s progress in achieving its goals and objectives and revise and, through management, altering the direction of the Corporation in response to changing circumstances;

(ii) considering taking action when performance falls short of the goals and objectives of the Corporation or when other special circumstances warrant;

(iii) reviewing and approving material transactions involving the Corporation;

(iv) ensuring that the Corporation has implemented adequate internal control and management information systems;

(v) assessing the individual performance of each Director and the collective performance of the Board; and

(vi) overseeing the size and composition of the Board as a whole to facilitate more effective decision-making by the Corporation.

4. Board’s Expectations of Management

The Board expects each member of management to perform such duties, as may be reasonably assigned by the Board from time to time, faithfully, diligently, to the best of his or her ability and in the best interests of the Corporation. Each member of management is expected to devote substantially all of his or her business time and efforts to the performance of such duties. Management is expected to act in compliance with and to ensure that the Corporation is in compliance with all laws, rules and regulations applicable to the Corporation.

5. Responsibilities and Expectations of Directors

The responsibilities and expectations of each Director are as follows:

(a) Commitment and Attendance

All Directors should make every effort to attend all meetings of the Board and meetings of committees of which they are members. Members may attend by telephone.

(b) Participation in Meetings

Each Director should be sufficiently familiar with the business of the Corporation, including its financial position and capital structure and the risks and competition it faces, to actively and effectively participate in the deliberations of the Board and of each committee on which he or she is a member. Upon request, management should make appropriate personnel available to answer any questions a Director may have about any aspect of the business of the Corporation. Directors should also review the materials provided by management and the Corporation’s advisors in advance of meetings of the Board and committees and should arrive prepared to discuss the matters presented.


(c) Code of Business Conduct and Ethics

The Corporation has adopted a Code of Business Conduct and Ethics to deal with the business conduct of Directors and officers of the Corporation. Directors should be familiar with the provisions of the Code of Business Conduct and Ethics.

(d) Other Directorships

The Corporation values the experience Directors bring from other boards on which they serve, but recognizes that those boards may also present demands on a Director’s time and availability, and may also present conflicts issues. Directors should consider advising the chairman of the Corporate Governance and Nominating Committee before accepting any new membership on other boards of directors or any other affiliation with other businesses or governmental bodies which involve a significant commitment by the Director.

(e) Contact with Management

All Directors may contact the CEO at any time to discuss any aspect of the business of the Corporation. Directors also have complete access to other members of management. The Board expects that there will be frequent opportunities for Directors to meet with the CEO and other members of management in Board and committee meetings and in other formal or informal settings.

(f) Confidentiality

The proceedings and deliberations of the Board and its committees are, and shall remain, confidential. Each Director should maintain the confidentiality of information received in connection with his or her services as a director of the Corporation.

(g) Evaluating Board Performance

The Board, in conjunction with the Corporate Governance and Nominating Committee, and each of the committees of the Board should conduct a self-evaluation at least annually to assess their effectiveness. In addition, the Corporate Governance and Nominating Committee should periodically consider the mix of skills and experience that Directors bring to the Board and assess, on an ongoing basis, whether the Board has the necessary composition to perform its oversight function effectively.

6. Qualifications and Directors’ Orientation

Directors should have the highest personal and professional ethics and values and be committed to advancing the interests of the Corporation. They should possess skills and competencies in areas that are relevant to the business of the Corporation. The CEO is responsible for the provision of an orientation and education program for new Directors.

7. Meetings

The Board should meet on at least a quarterly basis and should hold additional meetings as required or appropriate to consider other matters. In addition, the Board should meet as it considers appropriate to consider strategic planning for the Corporation. Financial and other appropriate information should be made available to the Directors in advance of Board meetings.


Attendance at each meeting of the Board should be recorded.

Management may be asked to participate in any meeting of the Board. The Board should meet separately from management as considered appropriate to ensure that the Board functions independently of management. The Directors independent of management should meet with no members of management of the Corporation present as considered appropriate.

8. Committees

The Board has established an Audit Committee, an Executive Compensation Committee, a Corporate Governance and Nominating Committee, a Strategic Planning Committee and a Disclosure Committee to assist the Board in discharging its responsibilities. Special committees of the Board may be established from time to time to assist the Board in connection with specific matters. The chairman of each committee should report to the Board following meetings of the committee. The charter of each standing committee should be reviewed annually by the Board.

9. Evaluation

The collective performance of the Board and of each committee of the Board will be subject to annual review. Directors should be encouraged to exercise their duties and responsibilities in a manner that is consistent with this mandate and with the best interests of the Corporation and its shareholders generally.

10. Resources

The Board has the authority to retain independent legal, accounting and other consultants. The Board may request any officer or employee of the Corporation or outside counsel or the external/internal auditors to attend a meeting of the Board or to meet with any member of, or consultant to, the Board.

Directors are permitted to engage an outside legal or other adviser at the expense of the Corporation where for example he or she is placed in a conflict position through activities of the Corporation, but any such engagement shall be subject to the prior approval of the Corporate Governance and Nominating Committee.

Approved by the Directors on February 1, 2007.

Documents

IDC Mngmnt Circular 2007