NOTICE IS HEREBY GIVEN THAT the 2008 annual and special meeting of the shareholders of TLC Vision Corporation (the “Company”) will be held on June 10, 2008 at 10:00 a.m. Eastern Time at the Richard Ivey School of Business, 130 King Street West, Toronto, Ontario, for the following purposes:

The text of the resolution approving item 2 is contained in Appendix B to the accompanying management information circular.

The Board of Directors has fixed the close of business on April 29, 2008 as the record date for determining the Company’s shareholders entitled to notice of and to vote at its annual and special meeting.

Management of the Company is soliciting the enclosed BLUE form of proxy. Please refer to the accompanying management information circular for further information with respect to the business to be transacted at the annual and special meeting. The management information circular is deemed to be incorporated by reference in and to form part of this notice.

The information contained in this management information circular is given as at April   , 2008, except where otherwise noted. This management information circular is first being sent or given to shareholders on or about May   , 2008. All references to “$” shall mean U.S. dollars and all references to “Cdn.$” shall mean Canadian dollars.

Unless the context requires otherwise, the “Company”, “TLCVision”, “we,” “our,” and “us,” refer to TLC Vision Corporation.

This management information circular contains a shareholder proposal (the “Shareholder Proposal”) submitted by Dr. Stephen N. Joffe and a trust for the benefit of Heidi Joffe, two of our shareholders, to nominate Dr. Joffe and two other individuals as directors of the Company (the “Joffe Group”). Your board of directors recommends that you submit the enclosed BLUE form of proxy and WITHHOLD VOTE from the Joffe Group and vote FOR management’s seven nominees for director. Your vote is very important and the future direction of the Company is at stake. We urge you to read this circular carefully and to read the reasons for the board’s recommendation below under “Rationale to Support Management’s Nominees for Director” and “Rationale for Opposition to the Joffe Group.”

USE THE ENCLOSED BLUE PROXY TO VOTE YOUR SHARES FOR MANAGEMENT’S PROPOSED DIRECTORS AND TO WITHHOLD YOUR VOTE FOR THE JOFFE GROUP. WE URGE YOU TO DISCARD ANY PROXY YOU MAY RECEIVE FROM THE JOFFE GROUP. NON-REGISTERED HOLDERS THAT WISH TO SUPPORT MANAGEMENT’S PROPOSED DIRECTORS SHOULD CAREFULLY FOLLOW THE INSTRUCTIONS ON THE FORMS THEY RECEIVE AND CONTACT THEIR INTERMEDIARIES PROMPTLY IF THEY NEED ASSISTANCE OR KINGSDALE SHAREHOLDER SERVICES AT THE NUMBER LISTED BELOW.

This management information circular contains certain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, Section 21E of the U.S. Securities Exchange Act of 1934 and Canadian provincial securities laws, which statements can be identified by the use of forward looking terminology, such as “may”, “will”, “expect”, “intend”, “anticipate”, “estimate”, “predict”, “plans” or “continue” or the negative thereof or other variations thereon or comparable terminology referring to future events or results. We caution that all forward-looking information is inherently uncertain and that actual results may differ materially from the assumptions, estimates or expectations reflected in the forward-looking information. A number of factors could cause actual results to differ materially from those in the forward-looking statements, including but not limited to economic conditions, the level of competitive intensity for laser vision correction, the market acceptance of laser vision correction, concerns about potential side effects and long term effects of laser vision correction, the ability to maintain agreements with doctors on satisfactory terms, quarterly fluctuation of operating results that make financial forecasting difficult, the volatility of the market price of our common shares, profitability of investments, successful execution of our direct-to-consumer marketing programs, the ability to open new centers, the reliance on key personnel, medical malpractice claims and the ability to maintain adequate insurance therefore, claims for federal, state and local taxes, compliance with industry regulation, compliance with U.S. and Canadian healthcare regulations, and disputes regarding intellectual property, many of which are beyond our control.

Forward-looking information is based on current expectations and various factors and assumptions applied which we believed to be reasonable at the time, including but not limited to general economic and industry growth rates, pricing levels and competitive intensity, procedure growth, technology deployment, equipment costs, and industry structure and stability.

Therefore, should one or more of these risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary significantly from what we currently foresee. Accordingly, we warn investors to exercise caution when considering any such forward-looking information herein and to not place undue reliance on such statements and assumptions. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any forward-looking statements or assumptions whether as a result of new information, future events or otherwise, except as required by applicable law.

You should refer to our reports filed with the Canadian provincial securities regulators and the U.S. Securities and Exchange Commission (the “SEC”) from time to time for cautionary statements identifying important factors with respect to such forward-looking statements, including certain risks and uncertainties, that could cause actual results to differ materially from results referred to in forward-looking statements.

The following table sets forth, for each period indicated, the low and high exchange rates for Canadian dollars expressed in United States dollars, the exchange rate at the end of such period and the average of such exchange rates for each day during such period, based on the inverse of the noon buying rate in The City of New York for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York:

On April 14, 2008, the inverse of the noon buying rate was $0.9797 = Cdn$1.00.

Management supports the seven nominees for director it has put forward in the belief that these nominees have superior qualifications and bring a wide and relevant range of expertise to the Company. Management’s proposed nominees include two new nominees, Jay T. Holmes and Olden C. Lee, who bring experience in both the eye care industry and consumer-focused business models. Your board of directors and management are committed to the Company’s new strategy and have worked hard over the past two years at planning and executing that strategy. Our management and board of directors believe that the new strategy is working and that the Company is now positioned for improved profitability and industry leading refractive procedure volumes. For information on the background of management’s nominees for director, see “Business to be Conducted at the Meeting — Election of Directors.”

USE THE ENCLOSED BLUE PROXY TO VOTE YOUR SHARES FOR MANAGEMENT’S PROPOSED DIRECTORS AND TO WITHHOLD YOUR VOTE FROM THE JOFFE GROUP. WE URGE YOU TO DISCARD ANY PROXY YOU MAY RECEIVE FROM THE JOFFE GROUP. NON-REGISTERED HOLDERS THAT WISH TO SUPPORT MANAGEMENT’S PROPOSED DIRECTORS SHOULD CAREFULLY FOLLOW THE INSTRUCTIONS ON THE FORMS THEY RECEIVE AND CONTACT THEIR INTERMEDIARIES PROMPTLY IF THEY NEED ASSISTANCE OR KINGSDALE SHAREHOLDER SERVICES AT THE NUMBER LISTED BELOW.

In November 2006, TLCVision’s board of directors and management made a proactive decision to implement a new strategy to reposition our core branded TLC Laser Eye Centers business in a market that had been relatively flat on an industry-wide basis for several years. After significant consumer research we determined that to reach a broader target audience we had to have a direct-to-consumer advertising component, that, if not addressed, would limit the long-term growth rate of our predominately doctor referred, premium-priced model. Therefore, we developed and introduced a new multi-channel patient acquisition strategy to attract more potential patients through a tiered pricing approach and direct-to-consumer marketing while maintaining our commitment to the existing doctor referral base.

Our repositioning of our core refractive surgical centers business is based on our execution of the following initiatives:

The results of these initiatives indicate that our new strategy is working. During 2007 and the first quarter of 2008, we successfully repositioned 54 of our majority-owned refractive centers to our new model, and significantly increased consumer awareness of our TLC Laser Eye Centers brand in the marketplace, as evidenced by recent consumer awareness studies that indicate an increased likelihood for consumers to consider TLC Laser Eye Centers for LASIK over our competitors. Increased consumer-focused marketing of Tiger Woods, one of the world’s most

At the same time, we continued to benefit from our strong relationship with eye care doctors, with over 8,000 doctors referring at least one patient to our centers during 2007. Referrals from our network of affiliated eye care doctors represented 48% of our procedures in 2007.

In June 2007, TLCVision also undertook a plan to recapitalize our balance sheet in order to address the unusually high number of outstanding shares and take advantage of our ability to generate cash flow. Consequently, we provided shareholders a choice to either tender their shares into our Dutch auction tender offer or to participate in the Company’s strategic shift. Prior to the Dutch auction tender offer, our management had publicly stated that the full execution of the strategic shift would take 12 to 18 months to implement. TLCVision’s leveraged recapitalization was designed to provide many benefits to the Company:

When we announced our new strategy in November 2006, we communicated with investors on the timing and financial impact of this strategy. Our stock price has experienced a decline since the November 2006 announcement. However, we believe that this decline was a direct result of macroeconomic factors, including declining consumer confidence and slower industry procedure growth, and TLCVision’s period of strategic transition. While we experienced a net loss of $0.74 per share in 2007, driven largely by non-cash write-offs and costs associated with the adoption of our new strategy, we anticipate positive earnings per share of $0.07 and approximately $89 million in revenue in the first quarter of 2008. As research analyst Joseph Walewicz of CIBC World Markets commented on March 12, 2008, “TLC Vision’s new consumer-focused strategy is positively impacting, and will continue to impact, procedure volumes and top-line results. This is particularly impressive given the overall market softness.”

Out of management’s seven board nominees, five are current directors (Messrs. Rustand, Wilt and Wachtman and Drs. DePaolis and Lindstrom) and combined have many decades of industry experience. In their tenure as TLCVision directors, these nominees have positively influenced the Company’s strategy and performance and have demonstrated a commitment to creating shareholder value, as evidenced by the following:

In addition to having extensive experience as directors of TLCVision, management’s proposed nominees for director bring a wealth and range of other relevant experience and expertise to the Company. Both Mr. Wilt and Dr. DePaolis bring expertise in the consumer goods and services field and the eye care industry, respectively. Our Chairman, Mr. Warren Rustand, has served on your board of directors since 1997 and has extensive experience working with a range of companies, having served on the boards of over 40 enterprises, including public companies, private companies and not-for-profit organizations. He also has significant experience in the healthcare industry.

Dr. Richard Lindstrom and Mr. James Wachtman, our other two current directors, have extensive experience in the eye care industry. Dr. Lindstrom has been a member of your board of directors since our merger with Laser Vision Centers, Inc. (“LaserVision”) in 2002 and prior to that was a director of LaserVision since 1995. Dr. Lindstrom is in the private practice of ophthalmology with Minnesota Eye Consultants P.A. and is a medical advisor for several medical device and pharmaceutical manufacturers. Dr. Lindstrom recently served as the President of the American Society of Cataract and Refractive Surgery. Mr. Wachtman was appointed as Chief Executive Officer and a director of TLCVision in August 2004. Prior to being appointed as Chief Executive Officer in 2004, Mr. Wachtman served as President and Chief Operating Officer of TLCVision and led the successful integration of TLC Laser Eye Centers Inc. and LaserVision following their merger in 2002. Prior to that merger, Mr. Wachtman had been President and Chief Operating Officer of LaserVision since August 1998 and Chief Operating Officer of North American operations of LaserVision between 1996 and 1998. During his broad career in the eye care industry, Mr. Wachtman has developed extensive relationships with TLCVision’s network of surgeons and affiliated doctors, who are critical to TLCVision’s current business model and future growth.

Management’s new proposed nominees will also bring a wealth of experience and expertise to your board of directors. Mr. Lee is very familiar with consumer-focused business strategies, having worked for 28 years in senior positions with PepsiCo, and currently serves on the board of directors of Starbucks. Mr. Holmes has extensive experience in the eye care industry, having served in senior positions with Bausch & Lomb for over 15 years, including several years on its board of directors, and having served on the boards of directors of a number of other eye care companies.

Management believes that with its proposed slate of director nominees and with the current executive team, the right people are in place to successfully execute TLCVision’s strategy.

Your board of directors urges you to WITHHOLD your vote from the Shareholder Proposal and the Joffe Group and to vote FOR the election of the seven nominees for director proposed by management. Your board of directors opposes the Joffe Group for the following reasons:

Each of these reasons is explained in greater detail below.

Dr. Joffe has been trying for 18 months to gain control of TLCVision and his proxy solicitation is the latest step in his attempts. Dr. Joffe had an opportunity to pay shareholders for control of TLCVision and he did not pursue it. Now he wants to become Chief Executive Officer and we believe he will seek to negotiate a lucrative compensation package, including a significant number of options on the Company’s shares.

As disclosed by Dr. Joffe in his preliminary proxy circular, Dr. Joffe was in discussions in January 2007 to acquire the Company. Prior to entering into discussions with Dr. Joffe, your board of directors had established a special committee of independent directors to consider strategic alternatives to maximize shareholder value. During the Fall of 2006 and early 2007, we engaged in discussions with various third parties who had made unsolicited expressions of interest about acquiring the Company, and, pursuant to an engagement letter dated October 20, 2006, the special committee retained Cowen and Company, LLC to act as its financial advisor in connection with a possible sale of the Company. One of those parties was Dr. Joffe and, contrary to Dr. Joffe’s assertion that the board of directors unilaterally terminated discussions, we engaged in good faith negotiations with him over several months, including negotiating the terms of an acquisition agreement. Late in the process, however, Dr. Joffe and his advisors became unresponsive for a period of time and then finally presented the board of directors with a list of new demands, many of which related to significant issues that had been the subject of previous negotiations and which the board of directors and its advisors thought had been agreed upon. Based on Dr. Joffe’s new demands, your board of directors concluded that Dr. Joffe’s offer was not bona fide and requested that he make a firm offer or discussions would be terminated. When Dr. Joffe was unwilling to present a firm bona fide offer, discussions were terminated and the board of directors proceeded to consider other alternatives that had been previously considered, ultimately deciding to recapitalize the Company and return value to shareholders through the Dutch auction tender offer.

Subsequently, Dr. Joffe approached TLCVision’s board of directors in May 2007 about joining the board of directors and taking an executive position with the Company. A number of TLCVision’s largest shareholders at the time, who are no longer significant shareholders, were also pressuring the board of directors to hire Dr. Joffe in an executive capacity. Our independent directors engaged in good faith discussions concerning Dr. Joffe’s interest and capability. However, over the course of approximately four weeks of discussions, Dr. Joffe made clear to the board of directors that his compensation package would have to involve stock options for himself and his management team exercisable for approximately 15% of the Company’s outstanding shares. Because of Dr. Joffe’s excessive compensation demands, your board of directors was unable to reach an agreement with Dr. Joffe.

Your board of directors, through its Chairman, has since engaged in numerous conversations with Dr. Joffe and as recently as December, 2007, it extended another invitation to Dr. Joffe to join the board of directors. Dr. Joffe declined that invitation.

Dr. Joffe’s proxy solicitation is his third attempt to acquire control of TLCVision, in this case without the payment of any premium to shareholders. If Dr. Joffe were simply seeking a voice on the board of directors, he would have accepted one of the board’s previous invitations. Instead, Dr. Joffe’s goal appears to be to install himself as the Company’s Executive Chairman or Chief Executive Officer. With Dr. Joffe and his hand-picked nominees on the TLCVision board and based on Dr. Joffe’s previous demands, your board of directors believes that Dr. Joffe will likely seek to negotiate the very compensation package that our independent board of directors has already rejected as being excessive and not in the best interests of the Company and its shareholders.

Dr. Joffe’s past actions while with LCA also suggest that Dr. Joffe may be more concerned with his personal interests than with the interests of shareholders. In July 1999, LCA first revealed it had formed a joint venture with Cole National Corporation, an Ohio-based traditional eyeglasses retailer, to manage a referral network. According to a press release, Cole was to market LCA’s LASIK centers to plan sponsors and employees. In August, 1999, while Chairman and Chief Executive Officer of LCA, Dr. Joffe and his wife disclosed they had purchased a 6.7% interest in Cole National for investment purposes.

Then on February 22, 2000, Dr. Joffe wrote an open letter to Cole National’s management stating he was “very disappointed in the performance of the company over the last several years. I think it is reasonable to assume that most of the investors share my belief”. On December 31, 2001, Dr. Joffe reported that he had liquidated his position in Cole National.

We view Dr. Joffe’s tactics with Cole National as questionable given that he was publicly criticizing LCA’s new joint venture partner. It is difficult to see how Dr. Joffe’s actions could have benefited LCA and its shareholders. This is the first public example of what we perceive as a lack of judgment by Dr. Joffe that brings into question his dedication to the company he has been hired to serve.

On February 3, 2006, LCA announced that Dr. Joffe would step down as Chief Executive Officer effective March 1, 2006 but would remain as Chairman of LCA. Dr. Joffe’s son, Craig Joffe, was named interim CEO at that time. Sometime prior to February 6, 2006, Dr. Joffe acquired over 700,000 TLCVision common shares. Between February 6 and March 2, 2006, while still a director and the Chairman of LCA, Dr. Joffe and his wife increased their holdings of TLCVision to 5.3 million fully diluted common shares or approximately 7.7% of the Company.

On March 17, 2006, LCA announced that E. Anthony Woods would replace Dr. Joffe as Chairman of LCA, effective immediately. A few weeks later, when LCA filed the proxy statement for its upcoming annual meeting, Dr. Joffe was not proposed for re-election to the board of directors. In a story in The Wall Street Journal on March 28, 2006 concerning the relationship between Dr. Joffe’s investment in TLCVision and his subsequent departure from the Chairman’s position, an LCA spokesperson is quoted as saying “We just thought [it was] in the best interests of shareholders that he [Dr. Joffe] be removed from the chairman position, since...obviously a number of our largest shareholders had contacted us, you know, questioning.” In the same story, Dr. Joffe’s spokesperson said, “It’s an interesting situation; I’ll give you that.”. If LCA’s description of the situation as a removal of Dr. Joffe is accurate, it would not be unexpected considering that Dr. Joffe had just purchased a significant stake in LCA’s largest competitor, TLCVision.

The purchases by Dr. Joffe of TLCVision shares were made after he had disposed of almost all of his LCA stock. Between February 2003 and January 2005, Dr. Joffe reduced his ownership of LCA from 3.4 millon shares, or 32% of the company, to 83,000 shares while still the Chairman and Chief Executive Officer of LCA.

These actions suggest that Dr. Joffe may not have been at all times 100% focused on managing the company of which he was the most senior officer and Chairman of the board of directors and to which he owed a duty of loyalty. Instead of focusing on LCA, Dr. Joffe chose to make significant personal investments in competitors’ businesses. It

Dr. Joffe and his son Craig Joffe, have also recently launched a private clinic called Joffe Medi-Center based in Minneapolis, Minnesota, which offers LASIK surgery and laser beauty enhancement procedures. The Joffe’s clinic is a direct competitor of TLCVision, which operates a LASIK center in Edina, Minnesota, a suburb of Minneapolis. Dr. Joffe should be forthcoming with TLCVision shareholders as to what he and his son intend to do with their latest refractive surgery investment if he is elected to the TLCVision board.

You should consider whether Dr. Joffe is really seeking to maximize value for TLCVision shareholders or whether Dr. Joffe is making his solicitation for personal gain. Our shareholders deserve a management team and board that is focused on creating value for all shareholders. By inserting himself and his nominees on the board of directors, we believe that Dr. Joffe may be looking to advance his own agenda, which is to install himself as Executive Chairman or Chief Executive Officer and demand for himself and his hand-picked management lucrative compensation packages. That personal agenda is not conducive to the proper functioning of the board of directors and will be a distraction to the board as a whole, to management and employees of the Company and to the Company’s relationships with doctors and other stakeholders. We urge you not to elect the Joffe Group to the board of TLCVision and risk Dr. Joffe furthering his own personal interests at the expense of shareholders. Shareholders should ask themselves, where is Dr. Joffe’s loyalty? What are his true motives? What are his plans for TLCVision? What are his plans for the Joffe Medi-Center?

Dr. Joffe has made a number of bold statements about the shortcomings of the current board of directors and management and about his ability to improve the Company’s performance. Dr. Joffe states that we “lack a plan.” On the contrary, we have in fact articulated a clear plan for the future of the Company and have invested heavily in that plan. The results to date of our plan appear to have proven out based on increased inquiry volumes at our contact management center, increased online bookings, above industry growth in procedure volumes and a higher average selling price. Dr. Joffe has yet to offer to TLCVision shareholders any plan for the future of the Company.

Our new refractive strategy now allows us to compete more effectively against our largest competitors, including Dr. Joffe’s former company, LCA, which is still using the business model implemented by Dr. Joffe. In fact, we have led LCA in procedure growth in each of the last four fiscal quarters. Uniquely, TLCVision now combines its long-standing medical referral model which has a network of over 8,000 active eye care doctors (mostly optometrists), with a direct-to-consumer approach.

Dr. Joffe has criticized our strategy but has not offered any current plan of his own. Instead, it appears he has the following intentions: (1) to seek to install himself as Chief Executive Officer and negotiate a lucrative compensation package for himself and other members of his management team, and (2) to step in and take credit for the Company’s turn-around just as current management’s strategy bears fruit and financial performance improves, or to change the Company’s direction and disrupt all of the progress the Company has made in implementing our new strategy before shareholders have had an opportunity to benefit from the Company’s investment in that strategy. These scenarios do not benefit you as a shareholder and are disruptive and damaging to the Company and its current strategy.

We have a plan and we are implementing it. Dr. Joffe has made only vague proclamations with no specifics whatsoever as to how or what he intends to deliver on these proclamations. If Dr. Joffe’s proxy solicitation is successful, the progress that has already been made with respect to the new strategy will be disrupted. We urge you not to take that risk.

Dr. Joffe’s nominee, Michael R. Henderson, served as President and Chief Executive Officer of Lasik Vision Corporation, which traded on the Vancouver Stock Exchange from April 1999 until its acquisition in February 2001 by Icon Laser Eye Centers Inc. and subsequent bankruptcy in April 2001. According to a press release issued by Lasik Vision on June 29, 2000, Mr. Henderson was terminated for cause pursuant to the terms of his employment contract. In August 2000, Mr. Henderson sued Lasik Vision for wrongful dismissal and sued his replacement as Chief Executive Officer, Dr. Hugo Sutton, alleging that Dr. Sutton had been negligent in Mr. Henderson’s own 1998 vision correction surgery. In a February 2001 statement of claim Mr. Henderson stated he was aware, at the time he underwent surgery in 1998, of “prior negligent claims” against Dr. Sutton. Despite this awareness and his allegedly poor personal results from the Lasik procedure, Mr. Henderson promoted Lasik Vision’s procedure and Dr. Sutton throughout his tenure at Lasik Vision.

Lasik Vision incurred operating and net income losses every year after going public under Mr. Henderson’s leadership. Lasik Vision had to restate its financial results for the first quarter of 2000 after revenues had been overstated. Lasik Vision filed for bankruptcy in April 2001. The bankruptcy trustee was quoted in the media at the time as stating that Lasik Vision owed 16,000 patients an estimated Cdn$10 million in deposits at the time the firm failed. Dr. Joffe has stated publicly that Lasik Vision’s revenues grew from $1.2 million to $85 million in 36 months. Dr. Joffe appears to be referring to Lasik Vision’s revenues of Cdn$42.7 million for the six months ended June 30, 2000. What Dr. Joffe failed to mention is that Lasik Vision’s net loss for the same period was Cdn$8.0 million and that as of June 30, 2000, Lasik Vision had a working capital deficit of Cdn$29.8 million and patient deposit liabilities of Cdn$22 million, suggesting that Lasik Vision was using customer deposits to fund ongoing operations.

TLCVision’s management and board of directors do not believe that Mr. Henderson is a viable and qualified candidate to join your board of directors. Mr. Henderson’s time at Lasik Vision was marked by rapid but unsustainable growth that characterized the marketplace at the time and acrimony with the board of directors and Lasik Vision’s most prominent surgeon, Dr. Hugo Sutton. Furthermore, Mr. Henderson displayed poor judgement in leading the overly aggressive price slashing for laser vision correction that took place in the late 1990s and early 2000s and that led to disastrous results for the industry. The same tactics employed by Mr. Henderson while serving as President and Chief Executive Officer of Lasik Vision led to the failure of a number of laser vision providers, including Lasik Vision.

Mr. Henderson is currently Chairman and Chief Executive Officer of Moon World Resorts, a lunar-themed resort concept that Mr. Henderson announced in 2002. To date, construction has not commenced on the project and no location for the project appears to have been announced, although Las Vegas and the Caribbean were originally proposed as locations and Dr. Joffe suggests in his proxy materials that the resort will be located in the Middle East’s Gulf region. It appears that after five years of work, Moon World Resorts consists of little more than a website (www.moonworldresorts.com) and conceptual drawings.

Having The Joffe Group or Mr. Henderson on Your Board Would Jeopardize Our Referral Network Which Generated 48% of Our Refractive Center Procedure Volumes in 2007

TLCVision has built a doctor network that includes over 8,000 actively referring optometrists and more than 900 affiliated surgeons. These relationships are at the core of TLCVision’s business model and future plans. Optometrists provide approximately 80% of all primary eye care in the United States. They are considered to be the gatekeepers in eye care; the doctors that first identify most of the visual problems patients encounter. The conditions diagnosed by optometrists often require referral to an ophthalmologist for treatment. Following treatment by the ophthalmologist, the patient returns to his or her optometrist for continuing care. From initial consultation with a TLCVision affiliated optometrist, to referral to a TLCVision center, to treatment by a TLCVision affiliated surgeon,

Neither Dr. Joffe, while at LCA, nor Mr. Henderson, while at Lasik Vision, were ever able to build a similar referral network to that enjoyed by TLCVision. Instead, both Dr. Joffe and Mr. Henderson employed business models that circumvented the natural gatekeeper role played by optometrists in influencing their patients’ choice of treatment and provider. In addition, while at Lasik Vision, Mr. Henderson alienated optometrists by inferring that they were unethically accepting monetary payments from industry participants including TLCVision, for the sole act of referring their patients for LASIK surgery to those competitors instead of for providing their patients with pre- and/or post-operative education and care.

We are concerned that having Dr. Joffe and Mr. Henderson on your board of directors would jeopardize TLCVision’s strong reputation among affiliated doctors and could compromise our referral network. In 2007, over 8,000 optometrists referred at least one patient to TLCVision centers and approximately 48% of TLCVision’s refractive center procedure volumes were generated by optometric referrals. If referrals were to materially decrease as the result of Dr. Joffe and Mr. Henderson joining your board and disrupting our current business model, it would have a significant negative impact on our future financial results.

The Joffe Group’s public statements have contained a number of misleading allegations against TLCVision and its management. You deserve to know the facts before voting your TLCVision shares.

Allegation:  On March 13, 2008, following the release of TLCVision’s 2007 financial results, Dr. Joffe issued a press release suggesting that TLCVision had missed its “own quarterly guidance by 50%”.

Fact:  TLCVision never issued guidance with respect to the fourth quarter of 2007. We suspended guidance when we started the refractive center transition strategy and we note that LCA has done likewise in the current challenging market. We have now issued our first guidance since that time with respect to the first quarter of 2008.

Allegation:  In a letter to our Chairman dated February 27, 2008, Dr. Joffe also states that the current TLCVision board of directors is “the same board whose spectacularly flawed judgment poured millions in shareholder capital into a black hole called OccuLogix.”

Fact:  Our total cash investment in OccuLogix was $6.0 million. The proceeds realized by the Company from OccuLogix’s initial public offering and subsequent sales of shares has been $32.4 million, producing a pre-tax cash return on investment of $26.4 million and yielding an approximately 440% return on the initial investment in OccuLogix.

Allegation:  Dr. Joffe also alleges that our directors collect “fat fees”.

Fact:  Our directors’ compensation is consistent with the other companies in our peer group of similar market capitalization and is based on recommendations made by Towers Perrin, a compensation consultant. Total director compensation was higher in 2007 as a result of additional board and committee meetings resulting from the review of strategic alternatives.

Allegation:  Dr. Joffe has criticized your board of directors’ decision to borrow $110 million to recapitalize the Company and fund the Dutch auction tender offer in 2007.

Fact:  TLCVision’s management and board of directors determined that a leveraged recapitalization via a Dutch auction tender offer strategy was an appropriate means of returning shareholder value and re-balancing the Company’s capital structure. Management remains committed to de-leveraging over time and believes that the Company’s future cash flow generation, particularly given the implementation of the new refractive strategy, will be

Allegation:  In his press releases and public filings, Dr. Joffe had cited Mr. Henderson’s position as President and Chief Executive Officer of LVC (Laser Vision Centers) Corporation from 1996 to 2000.

Fact:  At no time was Mr. Henderson associated with Laser Vision Centers, Inc., which merged with TLCVision in 2002. Dr. Joffe’s nominee, Mr. Henderson, served as President and Chief Executive Officer of Lasik Vision Corporation, which traded on the Vancouver Stock Exchange from April 1999 until its acquisition in February 2001 by Icon Laser Eye Centers Inc. and subsequent bankruptcy in April 2001.

Allegation:  The Joffe Group has complained of “laissez-faire oversight” and “patchwork fixes” by your board of directors.

Fact:  As outlined above under “Rationale to Support Management’s Nominees for Director”, your board of directors proactively influenced a shift to a more consumer-focused refractive strategy to enhance TLCVision’s competitive position within a stagnant industry, to respond to changing consumer preferences with respect to pricing and options and to maximize the value of the “TLC Laser Eye Centers” brand. Your board of directors also authorized the exploring of strategic alternatives in order to return significant value to shareholders, in the end deciding that a Dutch auction tender offer was the best and most efficient way to return value to shareholders and position the Company for better long-term returns.

Your board of directors is committed to our new strategy and have not wavered in its implementation. The new strategy is not a “patchwork fix” but a meaningful strategic shift that is designed to grow the Company’s business over the long-term.

You deserve accurate information with respect to Dr. Joffe and his nominees for director of TLCVision. Your decision as to the election of directors and the future of TLCVision should not be based on bold accusations and inaccurate statements about TLCVision performance.

Based on the information presented by Dr. Joffe concerning his nominees, none of Dr. Joffe’s nominees has ever been an independent director of a public company. Dr. Joffe has apparently only served on the board of LCA and Surgical Laser Technologies Inc., two companies he founded. Mr. Henderson has apparently only served on the boards of Lasik Vision and Moon World Resorts.

We have not identified any example of Ms. Willis having served previously on the board of directors of any public company. Much like in Dr. Joffe’s decision to have his 24 year old son Craig on the board of LCA, a public company, in 1997, the board of directors of TLCVision fears that the Joffe Group is attempting to insert a nominee who lacks the experience to exercise independent judgment based on prior exposure to the types of governance issues public companies confront.

Management’s nominees for director include Messrs. Rustand, Wilt, Holmes and Lee and Dr. DePaolis who have served on the boards of over 50 companies over the years, including 25 public companies. Management’s nominees also have extensive experience in the health care industry, including laser vision correction, and successful multi-location consumer businesses, such as PepsiCo, Starbucks and Outback Steakhouse. Dr. Joffe cites the managerial experience of his nominees but fails to note that they lack the important experience that comes with sitting on boards of directors, particularly for public companies. If elected, Dr. Joffe’s nominees would need to participate on important board committees, such as the audit, compensation or corporate governance and nominating committees. None of the Joffe Group nominees appears to have experience acting in those capacities.

Companies run by Dr. Joffe and Mr. Henderson have employed business practices that we believe to be questionable. In May 2003, LCA agreed to settle with the Federal Trade Commission (“FTC”) over charges that “they misstated the benefits of laser eye surgery in their direct response ads.” According to the FTC, LCA ads and websites promised that Lasik surgery enables patients to “throw away their glasses and contacts forever.” The Director of the FTC’s Bureau of Consumer Protection noted that LCA did not have evidence to support those claims.

Under Mr. Henderson’s leadership, Lasik Vision employed a controversial business practice of taking deposits from potential patients before the provider confirmed that the patient was, in fact, a suitable candidate for the procedure. TLCVision has always believed that such practices put patients at risk by de-emphasizing the importance of pre-operative care and proper patient selection. Additionally, this practice puts undo financial pressure on potential patients to go ahead with a procedure despite what he or she may learn during his or her pre-operative visit with respect to the risks involved in the surgery and the particular chances of a successful clinical outcome. By the time of Mr. Henderson’s departure, Lasik Vision had patient deposit liabilities of over Cdn$22 million and a working capital deficit of Cdn$29.8 million, suggesting that Lasik Vision was using customer deposits to fund ongoing operations. After the failure of Lasik Vision and other companies employing similar practices, this type of strategy is no longer commonly used in the laser vision correction industry.

Both Dr. Joffe and Mr. Henderson have also presided in executive management positions over public companies that were forced to make significant restatements of financial results related to periods during which they were Chief Executive Officer. In April 2007, LCA was forced to restate its financial results for the 2002 to 2006 fiscal years, reducing net income over the period by $20.5 million, and LCA also admitted “material weaknesses” in its internal controls. Similarly, Lasik Vision was forced to restate its first quarter financial results in 2000, going from a profit for the quarter to a net loss. In addition, LCA’s auditor, PricewaterhouseCoopers LLP (“PWC”), was replaced by Ernst & Young LLP in 2001. According to filings at the time, PWC chose not to bid for LCA’s work and reported that, in their opinion, there had been “a disagreement with management over the accounting for marketing co-op funds received from a vendor.”

Your board of directors believe that these examples bring into question the judgement of the Joffe Group, their ability to serve as independent directors and their corporate governance credentials. We urge you not to place individuals lacking important experience and judgement on the Company’s board of directors.

USE THE ENCLOSED BLUE PROXY TO VOTE YOUR SHARES FOR MANAGEMENT’S PROPOSED DIRECTORS AND TO WITHHOLD YOUR VOTE FROM THE JOFFE GROUP. WE URGE YOU TO DISCARD ANY PROXY YOU MAY RECEIVE FROM THE JOFFE GROUP. NON-REGISTERED HOLDERS THAT WISH TO SUPPORT MANAGEMENT’S PROPOSED DIRECTORS SHOULD CAREFULLY FOLLOW THE INSTRUCTIONS ON THE FORMS THEY RECEIVE AND CONTACT THEIR INTERMEDIARIES PROMPTLY IF THEY NEED ASSISTANCE OR KINGSDALE SHAREHOLDER SERVICES AT THE NUMBER LISTED BELOW.

Your board of directors opposes the Joffe Group for the reasons outlined above, namely:

The information contained in this management information circular, which is a proxy statement under U.S. securities law, is furnished in connection with the solicitation of proxies to be used at the annual and special meeting of shareholders of TLC Vision Corporation to be held on Tuesday, June 10, 2008 at 10:00 a.m. Eastern Time at the Richard Ivey School of Business, 130 King Street West, Toronto, Ontario, and at all adjournments of the meeting, for the purposes set forth in the accompanying notice of meeting. It is expected that the solicitation will be made primarily by mail. We have also retained Kingsdale Shareholder Services Inc., a proxy solicitation firm, and Kilmer Lucas Inc., an investor relations agency, to assist in the solicitation of proxies for fees of up to Cdn.$180,000 and Cdn.$45,000, respectively, based upon the outcome of the meeting, plus customary out-of-pocket expenses. Kingsdale will employ approximately 15 people in connection with its solicitation of proxies and Kilmer Lucas will employ its Managing Partner, Stephen Kilmer, in the solicitation of proxies. Our directors and certain executive officers named below, without additional remuneration, may also solicit proxies personally. We will, if requested, reimburse banks, brokerage houses and other custodians, nominees and certain fiduciaries for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials to their principals. The solicitation of proxies by this management information circular is being made by or on behalf of the Company’s management and the total cost of the solicitation will be borne by the Company. The total cost of the solicitation, excluding costs represented by salaries and wages of regular employees and officers, is expected to be $     , of which approximately $      has been spent to date.

Under applicable SEC rules, TLCVision’s directors and management’s nominees for director named herein, as well as our executive officers James Wachtman, Steve Rasche, Brian Andrew and James Hyland, are deemed to be “participants” with respect to the solicitation of proxies in connection with the meeting. For information regarding purchases and sales of securities of TLCVision during the past two years by these participants and other information regarding the participants, refer to Appendix E to this management information circular.

If you are a registered owner of common shares, you may vote in person at the meeting or you may appoint another person to represent you as proxyholder and vote your shares at the meeting. If you wish to attend the meeting and vote in person, do not complete or return the enclosed form of proxy or any other form of proxy sent to you because you will vote in person at the meeting. Please register with the transfer agent, CIBC Mellon Trust Company, when you arrive at the meeting.

The persons named in the enclosed BLUE form of proxy are representatives of the Company’s management and are directors or officers of the Company. A shareholder who wishes to appoint some other person, who need not be a shareholder of the Company, to represent such shareholder at the meeting may do so by inserting such person’s name in the blank space provided in the enclosed BLUE form of proxy.

To be valid, proxies must be deposited with the Secretary of the Company, c/o CIBC Mellon Trust Company, Proxy Dept., P.O. Box 721, Agincourt, Ontario, M1S 0A1, not later than 10:00 a.m. (Eastern time) on June 6, 2008 or, if the meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned meeting.

Our international office is located at 5280 Solar Drive, Mississauga, Ontario, L4W 5M8 and our U.S. headquarters are located at 16305 Swingley Ridge Rd., Ste. 300, Chesterfield, MO, 63017. Our registered office is located at 44 Chipman Hill, Suite 1000, P.O. Box 7289, Station “A”, Saint John, New Brunswick, E2L 4S6.

Only our registered shareholders, or the persons they appoint as their proxies, are permitted to attend and vote at the meeting. However, in many cases, the Company’s shares beneficially owned by a holder (“Non-Registered Holder”) are registered either:

In accordance with Canadian securities law, we have distributed copies of the notice of meeting, this management information circular, the form of proxy and the annual report for the fiscal year ended December 31, 2007 (collectively, the “meeting materials”) to the depositories and intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward meeting materials to Non-Registered Holders unless, in the case of Canadian Non-Registered Holders, a Non-Registered Holder has waived the right to receive them. Typically, intermediaries will use a service company (such as Broadridge Financial Solutions, Inc. (“Broadridge”)) to forward the meeting materials to Non-Registered Holders.

Non-Registered Holders who have not waived the right to receive meeting materials will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Non-Registered Holders should follow the instructions on the forms they receive and contact their intermediaries promptly if they need assistance.

A registered shareholder who has given a proxy may revoke the proxy by:

You will receive another form of proxy from the Joffe Group seeking to appoint representatives to the TLCVision board of directors. We urge you to DISCARD any form of proxy received from the Joffe Group. Submitting Dr. Joffe’s form of proxy will revoke any previous form of proxy which you may have submitted, including the enclosed BLUE form of proxy which is being solicited by management. If you have already submitted the Joffe Group’s form of proxy, we urge you to complete and submit the enclosed BLUE form of proxy, which will revoke any previous proxy granted to Dr. Joffe or his representatives.

A Non-Registered Holder may revoke a voting instruction form or a waiver of the right to receive meeting materials and to vote given to an intermediary at any time by written notice to the intermediary, except that an intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive materials and to vote that is not received by the intermediary at least seven days prior to the meeting.

The management representatives designated in the enclosed BLUE form of proxy will vote or withhold from voting the shares for which they are appointed as proxy on any ballot that may be called for in accordance with the instructions of the shareholder as indicated on the proxy, and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. In the absence of such direction, such shares will be voted by the management representatives FOR each of the resolutions as indicated in the discussion of each resolution below and will be WITHHELD from voting in respect of the Joffe Group nominees in the Shareholder Proposal. The scrutineers appointed for the meeting will tabulate votes cast by proxy or in person at the meeting. The scrutineers at the meeting will include common shares that are present and entitled to vote but that abstain or are withheld from voting on a particular matter for purposes of determining the presence of a quorum but not for purposes of determining whether the required vote has been received for a particular matter. If a broker indicates on a proxy that such broker does not have discretionary authority to vote on a particular matter and has not received instructions from the beneficial owner, such shares will not be considered for purposes of determining the presence of a quorum or for the purposes of determining whether the required vote has been received.

The enclosed BLUE form of proxy confers discretionary voting authority on those persons designated in the proxy with respect to amendments or variations to the resolutions identified in the notice of the meeting and with respect to other matters that may properly come before the meeting. Our management knows of no such amendment, variation or other matter to come before the meeting as of the date of this management information circular. However, if such amendments or variations or other matters properly come before the meeting, the

On April 14, 2008, we had outstanding 50,297,018 common shares. Each holder of common shares of record at the close of business on April 29, 2008, the record date established for notice of the meeting, will, except as otherwise described, be entitled to one vote for each common share held on all matters proposed to come before the meeting or any adjournment thereof, except to the extent that the holder has transferred any common shares after the record date and the transferee of such shares establishes ownership of them and demands, not later than the close of business 10 days before the meeting, to be included in the list of shareholders entitled to vote at the meeting, in which case the transferee will be entitled to vote such shares.

A quorum for the shareholder meeting will consist of at least two persons present in person and each entitled to vote at the meeting and holding at least 331/3% of our outstanding common shares.

Each of our shareholders entitled to vote at an election of directors has cumulative voting rights. Such rights entitle a shareholder to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected. Seven directors are to be elected at the meeting. The shareholder may cast all such votes in favour of one candidate for director or distribute them among the candidates in any manner. The seven nominees who receive the greatest number of votes cast in person or by proxy for the election of directors will be elected as directors. See “Business to be Conducted at the Meeting — Election of Directors — Cumulative Voting.” Abstentions will have no effect on the election of directors.

The affirmative vote of the majority of the votes cast at the meeting by independent shareholders (as defined under “Business to be Conducted at the Meeting — Ratification of Shareholder Rights Plan”) in person or by proxy is required to approve the ratification of the Company’s Shareholder Rights Plan. See “Business to be Conducted at the Meeting — Ratification of Shareholder Rights Plan.” Abstentions and broker non-votes will not be included in determining the number of votes cast and, as a result, will not have an effect on the result of the vote.

The affirmative vote of the majority of the votes cast at the meeting in person or by proxy is required to appoint Ernst & Young LLP as our auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors. Abstentions and broker non-votes will not be included in determining the number of votes cast and, as a result, will not have an effect on the result of the vote.

If there are not enough votes to approve any proposals at the meeting, the shareholders who are represented in person or by proxy may adjourn the meeting to permit further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies. Those proxies voted against any proposal for which an adjournment is sought will be voted against such adjournment. Abstentions and broker non-votes will not have an effect on the result of the vote. Also, a shareholder vote may be taken on one or more proposals in this management information circular prior to any such adjournment if there are sufficient votes for approval of such proposal(s).

Our articles of continuance currently set the size of our board of directors at a minimum of one director and a maximum of fifteen directors. Presently, the board of directors consists of five directors as Thomas Davidson, re-elected a director at the 2007 annual meeting of shareholders, resigned in January 2008. Our board of directors has determined that a total of seven directors should be elected at the meeting. The table below sets out the name and place of residence of each of the individuals who is nominated by management of the Company for election as a director of the Company to hold office until the next annual meeting of our shareholders or until his successor is elected or appointed. The table also sets out the age of the nominee, the position with the Company that each nominee presently holds, the principal occupation of each nominee and the date on which each nominee was first elected or appointed as a director. See the section entitled “Security Ownership of Certain Beneficial Owners and Management” for the number of our common shares that are beneficially owned, directly or indirectly, or over which control or direction is exercised by each nominee. Information on each nominee’s business experience during the past five years is included following the table. Our board of directors has an Audit Committee, a Corporate Governance and Nominating Committee and a Compensation Committee. The members of such committees are indicated in the table below.

The Company has received, and has included as Appendix A to this management information circular, the Shareholder Proposal, which is a proposal from Dr. Stephen N. Joffe and a trust for the benefit of Heidi Joffe, two of our shareholders, to nominate Dr. Joffe, Michael R. Henderson and Cathy Willis for election as directors of the Company. Dr. Joffe has filed preliminary proxy materials with the SEC and intends to solicit proxies for his director nominees. You will therefore receive another form of proxy from Dr. Joffe asking you to appoint Dr. Joffe or his representatives as your proxy and recommending that you vote for his nominees named in the Shareholder Proposal. We urge you to DISCARD any form of proxy received from Dr. Joffe.

For the reasons explained above under “Rationale to Support Management’s Nominees for Directors” and “Rationale for Opposition to the Joffe Group”, your board of directors recommends that you vote:

Unless otherwise directed, the persons named in the enclosed BLUE form of proxy intend to vote FOR the election of management’s nominees as directors of the Company and to WITHHOLD VOTE with respect to the election of Dr. Stephen Joffe, Michael R. Henderson and Cathy Willis as directors of the Company.

Set forth below is biographical information relating to management’s nominees for election to the board of directors of the Company.

Michael D. DePaolis, O.D. has been a director of the Company since June 2005. He has been engaged in the private practice of optometry and is co-founder and President of DePaolis and Ryan, OD, PC, a professional optometric practice since 1995. He is a Fellow of the American Academy of Optometry and has been Chief Optometric Editor of Primary Care Optometry News since 1995. Dr. DePaolis is adjunct clinical associate of ophthalmology at the University of Rochester School of Medicine & Dentistry and has also served on the editorial review boards of Contact Lens Spectrum, Optometry, Eye & Contact Lens, Review of Optometry and Refractive Eye Care.

Jay T. Holmes has been self-employed as an attorney and business consultant since mid-1996. From 1981 to 1996 Mr. Holmes held several senior management positions at Bausch & Lomb, Inc., retiring as Executive Vice President and Chief Administrative Officer. Bausch & Lomb is a global company engaged in the eye care business. Mr. Holmes served on the board of directors of Bausch & Lomb from 1986 to 1996. Mr. Holmes serves presently, and has served, on the boards of directors of a number of other eye care related companies, including Visx, Inc from 1998 to 2005, IntraLase, Inc from 2005 to 2007, OccuLogix, Inc. from 2005 to present, and ReVision Optics, Inc. from 2007 to date.

Olden C. Lee currently serves on the board of directors of Starbucks Coffee Company, a specialty coffee company, and as the Chairman of the Foreign Service Impasse Disputes Panel, a panel established to resolve collective bargaining impasses with employees in the U.S. Foreign Service. Mr. Lee is also the Principal of Lee Management Consulting Company, a management consulting company founded by Mr. Lee. Mr. Lee worked with PepsiCo, Inc., a leading global snack and beverage company, for 28 years in a variety of positions, including serving as senior vice president of human resources of its Taco Bell division and senior vice president and chief personnel officer of its KFC division. Mr. Lee retired from PepsiCo in 1998. Mr. Lee also serves on the Executive Committee of the advisory board of the Business School of the University of Arizona.

Richard L. Lindstrom, M.D. has been a director of the Company since May 2002 and, prior to that, a director of LaserVision since November 1995. Since 1979, Dr. Lindstrom has been engaged in the private practice of ophthalmology and is the Founder, Partner and Attending Surgeon of Minnesota Eye Consultants P.A., a provider of eye care services, or its predecessor since 1989. In 1989, Dr. Lindstrom founded the Phillips Eye Institute Center for Teaching & Research, an ophthalmic research and surgical skill education facility. He is past president of the International Society of Refractive Surgery and the American Society of Cataract and Refractive Surgery. Dr. Lindstrom has served as an Associate Director of the Minnesota Lions Eye Bank since 1987. He is a medical advisor for several medical device and pharmaceutical manufacturers and sits on the boards of OccuLogix and Acufocus, Inc.

Warren S. Rustand has been a director of the Company since October 1997. Since October 2001, Mr. Rustand has been Managing Partner of SCCapital Partners, a Newport Beach, California investment banking firm and Chairman and Chief Executive Officer of Summit Capital Consulting. He is also the lead outside director of Providence Service Corporation, a public company that provides counselors and mental health providers to

James C. Wachtman became our Chief Executive Officer and President in August 2004. Prior to that, Mr. Wachtman served as our President and Chief Operating Officer from May 2002 to August 2004. He also served as President and Chief Operating Officer of LaserVision from August 1998 to May 2002 and as Chief Operating Officer of LaserVision from June 1996 to July 1998. Prior to joining LaserVision, Mr. Wachtman was employed in various senior management positions by McGaw, Inc., a manufacturer of medical devices and disposables.

Toby S. Wilt has been a director of the Company since January 2004. A Certified Public Accountant (non-practicing), Mr. Wilt is currently the Chairman of privately held Christie Cookie Company, a manufacturer and distributor of baked food products. His past directorships include C&S Sovran, a southeastern bank holding company, Genesco, Inc., a manufacturer and retailer of footwear and apparel, Titan Holdings, an insurance company, and First American Corporation, a regional bank holding company. As recently as 2007, Mr. Wilt was a director of 1st Source Corporation, a financial institution in South Bend, Indiana that provides consumer and commercial banking services and a director of Outback Steakhouse, Inc., a restaurant chain.

The Business Corporations Act (New Brunswick) provides that each of our shareholders entitled to vote at an election of directors has cumulative voting rights. Such rights entitle a shareholder to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected. The shareholder may cast all such votes in favour of one candidate for director or distribute them among the candidates in any manner. The seven nominees who receive the greatest number of votes cast for the election of directors will be elected as directors. By executing the enclosed BLUE form of proxy and voting FOR management’s nominees for director or where no vote is specified on such proxy, the cumulative votes represented by the proxy will be cast, unless contrary instructions are given, at the discretion of the proxy holders named therein in order to elect as many of the management nominees as believed possible under the then prevailing circumstances. Unless indicated to the contrary, if you withhold your vote for a nominee, all of your cumulative votes will be distributed among the remaining management nominees at the discretion of the proxy holders. Where no vote is specified, the proxy will be voted FOR management’s nominees for director.

Where a shareholder completes the enclosed BLUE form of proxy and indicates a vote FOR all of the management nominees and FOR all of Dr. Joffe’s nominees in the Shareholder Proposal, cumulative votes will be cast, unless contrary instructions are given, such that the nominees in the Shareholder Proposal will receive one vote for each share represented by the proxy and the remaining cumulative votes will be voted at the discretion of the proxy holders named in the enclosed BLUE form of proxy in order to elect as many management nominees as believed possible under the then prevailing circumstances. Where a shareholder completes the enclosed BLUE form of proxy and WITHHOLDS VOTE with respect to management nominees and votes FOR all of Dr. Joffe’s nominees in the Shareholder Proposal, cumulative votes will be distributed, unless contrary restrictions are given, equally, or as nearly as possible to equally in the discretion of the proxy holder, among Dr. Joffe’s nominees in the Shareholder Proposal.

If a shareholder desires to cumulate his or her votes other than as described above, the enclosed BLUE form of proxy should be marked to indicate clearly that the shareholder desires to exercise the right to cumulate votes and to specify the number of votes to be allocated among the nominees for directors for whom the shareholder wishes to vote. For example, a shareholder may write next to the name of the nominee or nominees for whom the shareholder

Management of the Company does not contemplate that any of the proposed management nominees will be unable to serve as a director, but, if that should occur for any reason prior to the meeting, the management representatives designated in the enclosed BLUE form of proxy reserve the right to vote for another nominee at their discretion unless a shareholder has specified in his or her proxy that his or her common shares are to be withheld from voting for management’s nominees as directors.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR MANAGEMENT’S NOMINEES FOR DIRECTOR AND TO WITHHOLD YOUR VOTE FOR DR. JOFFE’S DIRECTOR NOMINEES INCLUDED IN THE SHAREHOLDER PROPOSAL. WE URGE YOU TO DISCARD ANY PROXY YOU MAY RECEIVE FROM THE JOFFE GROUP.

NON-REGISTERED HOLDERS THAT WISH TO SUPPORT MANAGEMENT’S PROPOSED DIRECTORS SHOULD CAREFULLY FOLLOW THE INSTRUCTIONS ON THE FORMS THEY RECEIVE AND CONTACT THEIR INTERMEDIARIES OR KINGSDALE SHAREHOLDER SERVICES PROMPTLY IF THEY NEED ASSISTANCE.

On March 4, 2005, our board of directors adopted a shareholder rights plan. The rights plan was subsequently amended on June 16, 2005 and its adoption was ratified by shareholders at our annual and special meeting of shareholders held on June 23, 2005. Pursuant to the terms of the rights plan, the rights plan is currently scheduled to expire after the conclusion of the meeting, unless the rights plan and its continued existence are ratified by a majority of the votes cast by independent shareholders present or represented by proxy at the meeting.

For purposes of the rights plan, independent shareholders are holders of common shares other than common shares beneficially owned by an acquiring person (defined below), any person who has announced a current intention to make or who is making a take-over bid and any associate or affiliate of, or person acting jointly or in concert with, such acquiring person or offeror. Certain employee benefit and stock plans for the Company and its subsidiaries are also excluded from the definition of independent shareholders to the extent participants in such plans do not have the right to vote the shares held by such plans.

If the rights plan is not ratified by the requisite vote of independent shareholders, the rights plan will terminate and all outstanding rights will be automatically redeemed. The material terms of the rights plan are summarized below. The summary is qualified in its entirety by reference to the full text of the shareholder rights plan, which is attached to this management information circular as Appendix C. The full text of the resolution ratifying the rights plan appears as Appendix B to this management information circular.

The rights plan is contained in an agreement dated as of March 4, 2005 between the Company and CIBC Mellon Trust Company. as amended on June 16, 2005. The primary objective of the rights plan is to provide our shareholders adequate time to assess the merits of a take-over bid without undue pressure, to allow competing bids to emerge and to allow our board of directors time to consider alternatives to enable shareholders to maximize the value of their shares. The rights plan allows a potential acquiror to proceed by way of permitted bid, which requires

One right has been issued and is attached to each of our outstanding common shares. The rights will separate from the common shares and become exercisable ten trading days after a person acquires, or commences a take-over bid to acquire, 20% or more of our common shares. A right only becomes exercisable upon the occurrence of a flip-in event, which is a transaction by which a person becomes an acquiring person and which otherwise does not meet the requirements of a permitted bid.

When exercised, a right entitles each of our shareholders who is not then attempting to acquire control of the Company to purchase additional common shares at a substantial discount to market value. This purchase would cause substantial dilution to the person or group of persons attempting to acquire control of the Company, other than by way of a permitted bid. We anticipate that no acquiring person will be willing to risk such dilution and so will instead either make a take-over bid that is permitted by the rights plan or negotiate with our board of directors for a waiver of the rights plan. The rights will expire on the termination of the rights plan, unless redeemed before such time.

An acquiring person is generally a person who becomes the beneficial owner of 20% or more of our outstanding common shares. Under the rights plan, there are various exceptions, including:

1. a person who acquires 20% or more of the outstanding common shares due to:

2. underwriters who obtain our common shares for the purposes of a public distribution.

The thresholds for triggering the rights plan are based on the percentage of shares that are beneficially owned by a person. This is defined in terms of legal or equitable ownership of our common shares. In addition, a person is deemed to be the beneficial owner of our common shares in circumstances where that person, and its affiliates or associates and any other person acting jointly or in concert with such person, has a right to acquire our common shares within 60 days. There are various exceptions to this rule, including our common shares held by investment fund managers, trust companies acting in their capacities as trustees and administrators and pension plan administrators.

A bidder may enter into lock-up agreements with our shareholders whereby such shareholders agree to tender their common shares to a takeover bid without the occurrence of a flip-in event. Any such lock-up agreement must:

Before the separation time, the rights will be evidenced by the certificates for the common shares to which they are attached. Certificates issued after the date the plan was adopted bear a legend to that effect. Rights will not be transferable separately from the attached common shares before the separation time. From and after the separation time, the rights will be evidenced by rights certificates and will be transferable and traded separately from the common shares.

If a take-over bid is structured as a permitted bid, a flip-in event will not occur and the rights will not become exercisable. The requirements of a permitted bid include the following:

The rights plan also allows a competing permitted bid to be made while a permitted bid is in existence. A competing permitted bid is a take-over bid that is made after a permitted bid has been made but prior to its expiry, and which satisfies all of the requirements of a permitted bid except that it may expire on the same date as the permitted bid, provided that the competing permitted bid is open for a minimum of 35 days.

The requirements of a permitted bid and competing permitted bid enable our shareholders to decide whether the take-over bid or any competing permitted bid is adequate on its own merits, without being influenced by the likelihood that a take-over bid will succeed. Moreover, if there is sufficient support for a take-over bid such that at least 50% of our outstanding common shares have been tendered to it, a shareholder who has not yet tendered to that bid will have a further 10 business days in which to decide whether to withdraw his or her common shares from a competing take-over bid, if any, and whether to tender to the take-over bid.

Our board of directors may waive the application of the rights plan to a particular take-over bid or redeem the rights at a price of US$0.0001 per right in the following circumstances:

Our board of directors may, however, terminate the rights plan, with prior shareholder approval or approval of the holders of rights, in the case of termination after the separation time, at any time prior to the occurrence of a flip-in event by redeeming all of the rights that are then outstanding at a price of US$0.0001 per right.

The rights plan will expire at the meeting and every third anniversary after the meeting unless the continuation of the rights plan is approved by our shareholders at each such meeting.

The rights plan does not detract from or lessen the duty of our board of directors to act honestly and in good faith with a view to the best interests of the Company. The board of directors, if a permitted bid is made, continues to have the duty and power to take such actions and make such recommendations to shareholders as are considered appropriate.

The affirmative vote of the majority of the votes cast at the meeting by independent shareholders present or represented by proxy is required to ratify the right plans. The management representatives designated in the enclosed BLUE form of proxy intend to vote the TLCVision common shares for which they have been appointed FOR the ratification of the rights plan.

Your board of directors recommends a vote FOR the ratification of the rights plan.

Our board of directors proposes that Ernst & Young LLP be appointed as auditors of the Company until the next annual meeting of shareholders of the Company. Ernst & Young LLP have been our auditors since 1997. Representatives of Ernst & Young LLP are expected to attend our annual and special meeting, will be provided with an opportunity to make a statement, should they desire to do so, and will be available to respond to appropriate questions from our shareholders.

The affirmative vote of the majority of the votes cast at the meeting at which a quorum is present is required to appoint Ernst & Young LLP as our auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors. Unless otherwise directed, the management representatives designated in the enclosed BLUE form of proxy intend to vote the common shares for which they have been appointed FOR the appointment of Ernst & Young LLP as our auditors and for the authorization of the directors to fix

Your board of directors recommends a vote FOR the appointment of Ernst & Young LLP as our auditors for the ensuing year.

Ernst & Young LLP billed us for the following fees in the past two fiscal years:

Audit fees for the financial years ended December 31, 2007 and 2006 were for professional services rendered for the audits of our consolidated financial statements, quarterly reviews of the consolidated financial statements included in our quarterly filings, consents, comfort letters, and statutory audits of subsidiary financial statements. Audit related fees for the financial year ended December 31, 2006 and 2007 were for due diligence services in connection with the board of directors’ review of strategic alternatives. Fees for tax services relate to preparation of the Company’s Canadian tax returns. We do not have any other services provided by Ernst & Young LLP other than those stated above.

All 2007 fees were approved in advance by the Audit Committee. All audit and non-audit services to be provided by Ernst & Young LLP are and will be pre-approved by the Audit Committee.

Of the fees reported in this management information circular for 2007, none of the fees billed by Ernst & Young LLP were approved by the Audit Committee of our board of directors pursuant to the de minimis exception provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. The Audit Committee has concluded that the foregoing non-audit services did not adversely impact the independence of Ernst & Young LLP.

The following are brief summaries of the business experience during the past five years of each of our executive officers who are not directors:

Steven P. Rasche, age 48, became our Chief Financial Officer and Treasurer in August 2004. Prior thereto, Mr. Rasche served as the Chief Financial Officer of Public Safety Equipment, Inc., a marketer of safety equipment from May 1996 to July 2004. He began his professional career in 1983 with Price Waterhouse, LLP (now PricewaterhouseCoopers, LLP) and later moved to United Van Lines, Inc., a household goods mover, where he progressed through a variety of financial leadership roles. Mr. Rasche is a Certified Public Accountant and holds a Bachelors of Science degree in Accounting from the University of Missouri-Columbia and a Master of Business Administration Degree from the J.L. Kellogg Graduate School of Management at Northwestern University.

Brian L. Andrew, age 56, became our General Counsel and Secretary in February 2005. Prior thereto, Mr. Andrew was the Chair of the Health Law Practice Group and a member in the St. Louis, Missouri office of Husch & Eppenberger, LLC (now Husch Blackwell Sanders, LLC), a large multi-office law firm. Mr. Andrew has also served as Assistant Counsel to the American Optometric Association and Associate General Counsel for MetLife HealthCare Management Corporation. He holds an undergraduate degree from the University of Missouri-

James B. Tiffany, age 51, was appointed as President of MSS, Inc., a subsidiary of the Company, in August 2003. Prior thereto, Mr. Tiffany served as Vice President of Sales and Marketing of LaserVision from January 1999 to July 2000 and General Manager of MSS, Inc. from July 2000 to August 2003. Mr. Tiffany received his undergraduate degree from Arizona State University and a Master of Business Administration Degree from Washington University in St. Louis, Missouri.

Larry D. Hohl, age 53, was appointed President of Refractive Services in January 2008. Prior to that, Mr. Hohl served as Vice-President of Operations and Owner Operator/Franchisee for Robeks Corporation, a franchisor of health food stores, from January 2004 through December 2007. He began his professional career in 1976 with International Business Machines Corporation, a multinational computer technology and consulting corporation. He has held executive management positions with a variety of consumer products and services companies since that time, including Procter & Gamble, a consumer goods manufacturer, PepsiCo, Inc., a leading global snack and beverage company, and Nike, Inc, a supplier of athletic shoes, apparel and sports equipment. He also served as Chief Executive Officer of Spectrum Health Clubs until February 2003. He holds a Bachelor of Science degree in Business Administration/Marketing from Arizona State University.

James J. Hyland, age 55, joined TLCVision as Vice President, Investor Relations in 2007. Prior to joining TLCVision, Mr. Hyland was Vice President, Investor Relations and Corporate Communications for USF Corp, a $2.4 billion Chicago based transportation holding company. In addition, Mr. Hyland was Senior Vice President Investor Relations for Comdisco, a Rosemont, Illinois based Fortune 500 financial and technology services firm. Mr. Hyland is a graduate of the University of Illinois with a Bachelors of Science degree in Business Administration, with a specialization in Finance.

Henry Lynn, age 57, became Chief Information Officer (“CIO”) of TLCVision in March 1998. Mr. Lynn has executive management responsibilities regarding the various information systems utilized throughout the Company. Prior to joining TLCVision, he was employed as the CIO for Beacon Eye, Inc., a laser vision correction company. He holds a Data Processing degree from Glasgow College of Technology, Scotland.

Dr. Glenn Ellisor, age 50, is the founder of Vision Source, a subsidiary of the Company which was acquired by the Company in 1997. At the present time, Dr. Ellisor continues to practice as a licensed optometrist at an optical eye care center. He has served on advisory panels for Ciba Vision, Optos plc, Optical Dynamics, Bausch & Lomb and Alcon Laboratories, Inc. He is a member of the American Optometric Association, the Texas Optometric Association and Harris County Optometric Association. Dr. Ellisor graduated from Stephen F. Austin University in 1982 with a degree in Biology and a minor in business and graduated from the University of Houston College of Optometry in 1984.

Charles H. Judy, age 38, joined TLCVision in 2007 as Vice President, Human Resources. Prior to joining TLCVision, Mr. Judy was a National Human Resources Director at Deloitte, one of the world’s largest professional services firms with over 120,000 employees and $23 billion in revenues. During his thirteen years with the organization, Mr. Judy provided senior human resources and recruiting leadership to a number of large and diverse practices throughout the world, including long-term assignments in Brussels, Belgium and Hyderabad, India. Mr. Judy was also the Vice President, Human Resources for Maverick Technologies LLC, North America’s largest independent control systems integrator and industrial automation consultancy. He is a graduate of Tulane University’s A.B. Freeman School of Business with a Bachelors of Science in Management. He is also a Certified Public Accountant (CPA) and a certified Senior Professional of Human Resources (SPHR).

The responsibilities of our Compensation Committee, discussed in detail in the Compensation Committee’s charter, include overseeing the total compensation package for our named executive officers; administering our equity compensation plans; approving all executive officer employment and severance contracts; and evaluating the performance of our Chief Executive Officer and determining and approving the Chief Executive Officer’s compensation level in light of that evaluation.

Our compensation practices are intended to attract and retain highly competent executives in a competitive marketplace. The program provides our named executive officers with compensation that is industry competitive, internally equitable and commensurate with their skills, knowledge, experience and responsibilities.

The primary objective of the program, however, is to firmly align total executive compensation with the attainment of our annual performance goals, which are principally based upon our revenues, earnings per share and net income.

The compensation of our executive officers, including our named executive officers, consists of base salary, cash bonuses expressed as a percentage of annual salary and long-term incentive compensation in the form of Company stock options.

As noted above, the Compensation Committee evaluates the performance of our Chief Executive Officer, and determines and approves the Chief Executive Officer’s compensation level in light of that evaluation. The Chief Executive Officer’s base salary is determined pursuant to the terms of an employment agreement, with minimum annual increases equal to the increase of the U.S. Consumer Price Index (see “— Employment Contracts — James C. Wachtman”). The Compensation Committee reviews the base salary of the Chief Executive Officer on an annual basis in light of his performance over the previous year. The Compensation Committee reviewed Mr. Wachtman’s base salary in October 2007 and set his salary at $440,000 for 2008. The Compensation Committee considers the following factors in evaluating the Chief Executive Officer’s performance:

Base salaries of executives other than the Chief Executive Officer are approved by the Compensation Committee after consultation with, and upon the recommendation of, the Chief Executive Officer. The base salary of each executive officer is determined by the terms of our employment agreement with the executive officer and may be increased, but not decreased, on an annual basis (see “— Employment Contracts”). After evaluating each executive officer’s performance over the year in light of (i) the Company’s overall financial performance, (ii) the

The Compensation Committee considers a number of factors when evaluating the Chief Executive Officer’s recommendations regarding base salary adjustments. We participate in industry specific compensation surveys that provide detailed information regarding the compensation practices of industry peers and competitors. Information that the Committee deems relevant such as general business trends, the competitiveness of the markets in which we operate and unusual circumstances also may be considered in its evaluation. During 2007, the Compensation Committee retained Towers Perrin to review executive compensation and make recommendations as to appropriate levels of compensation for our executive officers. Towers Perrin reviewed data for comparable public companies in developing its recommendations to the Compensation Committee.

At their most recent annual reviews, the Compensation Committee set Mr. Rasche’s base salary at $238,000, Mr. Tiffany’s base salary at $235,000, Mr. Andrew’s base salary at $231,700, and Mr. Lynn’s base salary at Cdn.$232,250. Mr. Hohl joined the Company in January 2008 and the Compensation Committee set his base salary at $275,000.

The second element of our compensation program is an annual cash bonus. All of our executive officers are entitled to receive annual cash bonuses based on corporate and individual performance. Our employment agreements with our named executive officers set out the parameters for the amount of such bonuses, with our Chief Executive Officer being entitled to a bonus of up to 100% of his annual base salary and our other named executive officers being entitled to an annual bonus of up to 50% of base salary (see “— Employment Contracts”). We believe these bonuses play a key role in enabling us to attract, retain and motivate our employees.

The Compensation Committee has broad discretion in approving the amount of the annual cash bonuses to our executive officers. Within 90 days after the beginning of each year, the Compensation Committee approves our performance goals for that year. Those performance goals are generally based upon revenues, earnings per share and net income. At the end of the fiscal year, the Compensation Committee reviews the Company’s performance for that year generally, and its success in achieving the performance goals in particular. The Compensation Committee then determines the annual bonus for our Chief Executive Officer as a percentage of his maximum bonus under his employment agreement, and considers the Chief Executive Officer’s recommendations in determining the cash awards for our other executive officers. The Chief Executive Officer’s recommendations are guided by his evaluation of the Company’s actual financial performance compared with our performance goals and his assessment of the effectiveness of the individual and collective efforts of our executive officers in achieving the Company’s business objectives. The Compensation Committee and the Chief Executive Officer also consider extraordinary efforts by executive officers in various projects or initiatives during the year.

In February 2008, the Compensation Committee determined the following bonus awards for the named executive officers: Mr. Wachtman $66,000 (representing 15% of base salary); Mr. Rasche $35,700 (15% of base salary); Mr. Tiffany $35,250 (15% of base salary); Mr. Andrew $33,580 (15% of base salary) and Mr. Lynn Cdn.$34,838 (15% of base salary). Mr. Hohl joined the Company in January 2008 and therefore did not receive a bonus.

The third element of our compensation program is equity compensation. Equity compensation is intended to more closely align annual incentive compensation, as well as total compensation, with the financial interests of our shareholders. The equity compensation component of our compensation program is based upon awards of stock options.

We were incorporated in 1993 and operated in an emerging market. Consequently our board of directors initially placed considerable emphasis upon stock options as an incentive in determining executive compensation in order to align the interests of the executive officers with the long-term interests of our shareholders. As the Company has matured, there has been less emphasis placed upon stock options as an incentive for executives.

Our board of directors administers our stock option plan. The purpose of the stock option plan is to advance the interests of the Company by:

In determining whether to grant options and how many options to grant to eligible persons under our stock option plan, consideration is given to each individual’s past performance and contribution to the Company as well as that individual’s expected ability to contribute to the Company in the future.

In December 2007, the Compensation Committee authorized awards of options to our named executive officers and a number of other employees, consistent with the number of options awarded in previous years. The awards to each of our named executive officers were as follows and each had an exercise price of $3.04 (or Cdn.$2.98 for Canadian executive officers), vest one-fourth annually starting on the first anniversary of grant and expire on the seventh anniversary of the date of grant:

The Compensation Committee reviews and approves every employment agreement entered into with our senior executives. We have entered into employment agreements with Messrs. Wachtman, Rasche, Tiffany, Hohl, Andrew and Lynn. The agreements provide each named executive officer with what the Compensation Committee believes to be a suitable base salary and target maximum bonus. These employment agreements are described in detail under “— Employment Agreements.”

We do not have a formal policy regarding minimum stock ownership requirements for our named executive officers. We encourage ownership through option grants and through participation in our employee share purchase plans for U.S. and Canadian employees. The employee share purchase plans allow employees, including our named executive officers, to purchase stock, on an after tax basis, through payroll deductions of between 1% and 10% of compensation, at a price equal to 85% of the lesser of the closing price of our common shares on Nasdaq on the first day of each quarterly offering period under the plan and the last day of such offering period.

We sponsor a defined contribution 401(k) plan, which extends participation eligibility to substantially all of our U.S. employees, including our named executive officers. We provide a match of 25% of participants’ before-tax contributions up to 8% of eligible compensation. Our named executive officers do not participate in any special or separate executive retirement plans. We consider our 401(k) plan to be an important factor in our ability to hire, retain and motivate our employees by providing an added measure of financial security for our employees.

We have no formal perquisites program. Personal benefits may be provided from time to time under employment agreements when we determine that such personal benefits are a useful part of an executive’s compensation package. Specifically, we have agreed to provide Mr. Wachtman with an annual auto allowance, partial payment of club dues and a $500,000 life insurance policy that is owned by him. In addition, we have agreed to provide each of Messrs. Rasche and Andrew with a $500,000 life insurance policy that is owned by them. No perquisites are provided to our other named executive officers.

Section 162(m) of the Code generally precludes a public corporation from taking a deduction for compensation in excess of $1 million for its chief executive officer or any of its four other highest paid executive officers, unless, in addition to other requirements, the compensation qualifies as performance based compensation. The Company’s U.S. subsidiaries are not currently entitled to a deduction in connection with options exercised under our stock option plan by such executive officers to the extent that the amount of income derived from the exercise of options in a year by any such officer, together with that officer’s other compensation, exceeds the $1 million limitation. The Compensation Committee will continue to consider Section 162(m) implications in making compensation recommendations and in designing compensation programs for our named executive officers. However, the Compensation Committee reserves the right to pay non-deductible compensation if it determines that to be in our best interests and in the best interests of our stockholders.

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

Our Compensation Committee, which is composed solely of independent directors, assists our board of directors in fulfilling its responsibilities with regard to compensation matters, and is responsible under its committee charter for recommending the compensation of the Company’s executive officers to the Corporate Governance and Nominating Committee for approval by our board of directors. The Compensation Committee has reviewed and discussed the “Compensation Disclosure and Analysis” section of the management information circular with management, including our Chief Executive Officer and Chief Financial Officer. Based on this review and discussion, the Compensation Committee recommended to the board of directors that the “Compensation Discussion and Analysis” section be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and in this management information circular.

The following table sets forth all compensation earned during the fiscal years ended December 31, 2007 and 2006 by each person who served as our Chief Executive Officer and our Chief Financial Officer during the year ended December 31, 2007, by our three other highest executive officers who were serving as executive officers at the end of the fiscal year ended December 31, 2007 and whose annual salary and bonus exceeded $100,000 for the fiscal year ended December 31, 2007, and by William P. Leonard, who was not serving as an executive officer at the end of the fiscal year ended December 31, 2007, collectively referred to as our named executive officers.

The following table sets forth the individual grants of plan-based awards for the fiscal year ended December 31, 2007 to the named executive officers.

The options listed under “All Other Option Awards : Number of Securities Underlying Options” in the Grants of Plan-Based Awards table vest (i.e., become exercisable) in four equal parts on the first, second, third and fourth anniversaries of the grant date. Options granted on December 28, 2007 expire seven years from the date of grant.

The following table sets forth details of all of the outstanding equity awards of the named executive officers as at the end of the fiscal year ended December 31, 2007:

The following table sets forth all of the Company stock options exercised by our named executive officers during the fiscal year ended December 31, 2007:

In connection with our merger with LaserVision in 2002, we entered into an employment contract with Mr. James C. Wachtman providing for his employment as our President and Chief Operating Officer. The term of the agreement is two years commencing on May 15, 2002 with automatic two-year renewals unless otherwise terminated by the parties. The base annual salary under the agreement was, effective January 1, 2003, $340,000, with minimum annual increases equal to the increase of the U.S. Consumer Price Index (“CPI”). Effective August 2004, the base annual salary was set at $375,000 to reflect his employment as our President and Chief Executive Officer. The Annual CPI increases to which Mr. Wachtman is entitled had not been made since 2004. Such adjustments would have automatically resulted in a minimum annual salary of $414,000 for 2008. Following the completion of the compensation review by Towers Perrin, which determined that his compensation was well below the median of compensation for chief executive officers of comparable companies. Mr. Wachtman’s annual salary for 2008 was set at $440,000 in October 2007.

Mr. Wachtman’s compensation also included, effective January 1, 2004, an annual bonus of up to 80% of his salary upon the attainment of specified performance goals. Mr. Wachtman’s bonus is based, in part, on the Company’s achieving certain levels of budgeted sales and earnings. These financial targets were the basis for 80% of Mr. Wachtman’s bonus and the remaining 20% was at the discretion of the board of directors. If the Company only achieves 80% of the budgeted financial target, Mr. Wachtman is entitled to a partial bonus with respect to such target. Effective August 2004, he became entitled to an annual bonus of up to 100% of his salary. Financial targets are the basis of 85% of his bonus and the remaining 15% is at the discretion of the board of directors.

The agreement provides for severance payments equal to two times Mr. Wachtman’s annual base salary plus bonus in the event of Mr. Wachtman’s death, termination of his employment without cause or Mr. Wachtman’s resignation for specified reasons. Among these reasons, Mr. Wachtman may terminate his employment with us upon at least 90 days’ written notice in the event of a material adverse change in his job responsibilities following a change of control of the Company. If Mr. Wachtman’s employment is terminated by us without cause after expiration of the initial two-year term of the agreement, he will be entitled to receive a severance payment equal to the greater of: (i) two times his annual base salary plus bonus, or (ii) an amount calculated by reference to the longest time period to be used for purposes of calculating severance that Elias Vamvakas, as Chief Executive Officer of the Company, was entitled to receive at any time during the term of the agreement. Additionally, the agreement provides for termination upon payment of six months salary and bonus in the event of disability.

We entered into an employment agreement with Steven P. Rasche on July 1, 2004, providing for his employment as our Chief Financial Officer. The term of the agreement is two years commencing on July 14, 2004 with automatic one-year renewals unless otherwise terminated by the parties. The base annual salary was initially set at $210,000. Mr. Rasche is also entitled to receive options under our stock option plan. Mr. Rasche’s compensation also includes an annual bonus of up to 50% of his annual salary based on his personal performance and the financial performance of the Company as a whole. Mr. Rasche’s annual salary for 2008 was set at $238,000 in October 2007.

Mr. Rasche’s employment may be terminated for just cause, as defined in the agreement. If terminated for other than just cause, Mr. Rasche will be entitled to receive 12 months’ base salary plus an additional month of salary for each year worked following the second anniversary of the effective date of the agreement to a maximum of six additional months of salary. The agreement contains change of control provisions that provide that Mr. Rasche would be entitled to 12 months’ base salary, payable in monthly instalments, if his employment is terminated following a change of control as a result of the Company taking actions which would materially and adversely affect his duties under the employment agreement.

Mr. Rasche’s agreement also contains non-competition and non-solicitation covenants which run for a minimum of one year following his employment and prohibit Mr. Rasche from engaging in or having a financial interest in, or permitting the use of his name by, an entity engaged in the refractive laser corrective surgery business or which competes with us. The agreement also prohibits him from employing any of our employees or soliciting any of our patients during the same time period. Additionally, the agreement contains confidentiality covenants preventing Mr. Rasche from disclosing confidential or proprietary information relating to the Company at any time during or after his employment.

Mr. Leonard left the Company on March 27, 2007. Pursuant to a separation agreement and release, Mr. Leonard received a severance amount of $416,667 and continuation of certain life insurance benefits for twelve months. Mr. Leonard is bound by confidentiality covenants preventing him from disclosing confidential or proprietary information relating to the Company at any time.

We entered into an employment agreement with James B. Tiffany effective November 1, 2005, providing for his employment as our President, MSS, Inc. The term of the agreement is one year commencing on November 1, 2005 and shall continue until terminated pursuant to the terms of the agreement. The base annual salary was initially set at $220,667. Mr. Tiffany is also entitled to receive options under our stock option plan. Mr. Tiffany’s compensation also includes an annual bonus of up to 50% of his annual salary based on his personal performance and the financial performance of the Company as a whole. Mr. Tiffany’s annual salary for 2008 was set at $235,000 in March 2007.

Mr. Tiffany’s employment may be terminated for just cause, as defined in the agreement. If terminated for other than just cause, Mr. Tiffany will be entitled to receive 12 months’ base salary. The agreement contains change of control provisions that provide that Mr. Tiffany would be entitled to 12 months’ base salary, payable in monthly instalments, if his employment is terminated following a change of control as a result of the Company taking actions which would materially and adversely affect his duties under the employment agreement.

Mr. Tiffany’s agreement also contains non-competition and non-solicitation covenants which run for a minimum of one year following his employment and prohibit Mr. Tiffany from engaging in or having a financial interest in, or permitting the use of his name by, an entity engaged in the refractive laser corrective surgery business or which competes with us. The agreement also prohibits him from employing any of our employees or soliciting any of our patients during the same time period. Additionally, the agreement contains confidentiality covenants preventing Mr. Tiffany from disclosing confidential or proprietary information relating to the Company at any time during or after his employment.

We entered into an employment agreement with Brian L. Andrew on February 1, 2005, providing for his employment as our General Counsel, Vice President and Secretary. The term of the agreement is two years commencing on February 1, 2005 with automatic one-year renewals unless otherwise terminated by the parties. The base annual salary was initially set at $210,000. Mr. Andrew is also entitled to receive options under our stock option plan. Mr. Andrew’s compensation also includes an annual bonus of up to 50% of his annual salary based on his personal performance and the financial performance of the Company as a whole. Mr. Andrew’s annual salary for 2008 was set at $231,700 in February 2008.

Mr. Andrew’s employment may be terminated for just cause, as defined in the agreement. If terminated for other than just cause, Mr. Andrew will be entitled to receive 12 months’ base salary. The agreement contains change of control provisions that provide that Mr. Andrew would be entitled to 12 months’ base salary, payable in monthly installments, if his employment is terminated following a change of control as a result of the Company taking actions that would materially and adversely affect his duties under the employment agreement.

Mr. Andrew’s agreement also contains non-competition and non-solicitation covenants that run for a minimum of one year following his employment and prohibit Mr. Andrew from engaging in or having a financial interest in, or permitting the use of his name by, an entity engaged in the refractive laser corrective surgery business or that competes with us. The agreement also prohibits him from employing any of our employees or soliciting any of our patients during the same time period. Additionally, the agreement contains confidentiality covenants preventing Mr. Andrew from disclosing confidential or proprietary information relating to the Company at any time during or after his employment.

We entered into an employment agreement with Henry Lynn on April 15, 1998, providing for his employment as our Executive Vice President, Information Systems. The term of the agreement is indefinite commencing on February 23, 1998 unless otherwise terminated by the parties. The base annual salary was initially set at Cdn.$168,000. Mr. Lynn is also entitled to receive options under our stock option plan. Mr. Lynn’s compensation also includes an annual bonus of up to 20% of his annual salary based on his personal performance and the financial performance of the Company as a whole. Mr. Lynn’s annual salary for 2008 was set at Cdn.$232,250 in February 2008.

Mr. Lynn’s employment may be terminated for just cause, as defined in the agreement. If terminated for other than just cause, Mr. Lynn will be entitled to receive 18 months’ base salary. The agreement contains change of control provisions that provide that Mr. Lynn would be entitled to 12 months’ base salary, payable in monthly installments, if his employment is terminated following a change of control as a result of the Company taking actions that would materially and adversely affect his duties under the employment agreement.

Mr. Lynn’s agreement also contains non-competition and non-solicitation covenants that run for a minimum of one year following his employment and prohibit Mr. Lynn from engaging in or having a financial interest in, or permitting the use of his name by, an entity engaged in the refractive laser corrective surgery business or that competes with us. The agreement also prohibits him from employing any of our employees or soliciting any of our patients during the same time period. Additionally, the agreement contains confidentiality covenants preventing Mr. Lynn from disclosing confidential or proprietary information relating to the Company at any time during or after his employment.

During the fiscal year ended December 31, 2007, the Compensation Committee of our board of directors was comprised of Messrs. Davidson, Rustand, Wilt and Dr. DePaolis. Mr. Davidson resigned from the board of directors and hence the Committee in January 2008. None of the members of the compensation committee is an officer, employee or former officer or employee of the Company or any of our subsidiaries.

The information contained in this Performance Graph section shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The following graph shows the cumulative total shareholder return (assuming reinvestment of dividends) from December 31, 2002 through the fiscal year ended December 31, 2007 compared to the cumulative total return on the S&P/TSX Composite Index and the Nasdaq Health Services Stocks Index.

The following table sets forth the compensation of our directors during the financial year ended December 31, 2007, other than those who are also named executive officers (in such case, their compensation as directors is included above under “Summary Compensation Table”):

Directors who are not executive officers of the Company are entitled to receive an attendance fee of $2,500 for each board meeting attended in person, $1,000 for each committee meeting attended in person and $500 for each meeting attended by phone. Directors also receive an annual fee of $25,000, however, the non-executive chair of the Board receives an annual fee of $42,000. Non-executive directors are reimbursed for out-of-pocket expenses incurred in connection with attending meetings of the board of directors. In addition, outside directors are entitled to receive options to acquire common shares under our stock option plan. As medical director, Dr. Lindstrom was granted options to acquire 20,000 common shares at an exercise price of $3.04 in December 2007. All directors who are not executive officers of the Company were granted options to acquire 15,000 common shares at an exercise price of $3.04 in December 2007, except that Mr. Rustand, as Chair of the Board, was granted 20,000 such options in December 2007 at an exercise price of $3.04. The chair of each of the Compensation and Corporate Governance and Nominating Committees also receives an annual fee of $5,000 and the chair of the Audit Committee receives an annual fee of $8,000. Directors are also compensated for special assignments and strategic studies if applicable.

We are committed to maintaining high standards of corporate governance and continue to refine our policies and practices in light of regulatory initiatives designed to improve corporate governance. Our corporate governance practices are described below in accordance with National Instrument 58-101 — Disclosure of Corporate Governance Practices of the Canadian securities regulatory authorities.

The mandate of the board of directors is to supervise the management of our business and affairs and to act with a view to the best interests of the Company. A copy of the board of directors’ written mandate is attached to this management information circular as Appendix D. The role of the board of directors focuses on governance and stewardship rather than on the responsibility of management to run our day-to-day operations. Its role is to set

Our board of directors has developed position descriptions for the Chair of the Board and the chairs of each committee of the board of directors. It has also developed a position description for our Chief Executive Officer. Responsibilities of the Chair of the Board include providing overall leadership to the board of directors, assuming primary responsibility for the operation and functioning of the board of directors, ensuring compliance with the governance policies of the board of directors and taking a leadership role in ensuring effective communication and relationships between the Company, shareholders, stakeholders and the general public.

Responsibilities of the Chief Executive Officer include the development and recommendation of corporate strategies and business and financial plans for approval of the board of directors, managing the operations of the business in accordance with the strategic direction set by the board of directors, reporting management and performance information to the board of directors and developing a list of risk factors and informing the board of directors of the mechanisms in place to address those risks.

When the Chief Executive Officer also holds the position of Chair of the Board, the board of directors may elect a non-executive Vice Chair or lead director. The Chair of the Board is currently Mr. Rustand, who has been determined to be independent in accordance with the standards described below.

Our board of directors is currently comprised of five directors, a majority of whom are independent as defined by applicable Canadian securities laws and under the current listing standards of the Nasdaq. A slate of seven directors has been nominated by management for election for the upcoming year, a majority of whom are considered independent. A director will be considered to be independent if he or she has no direct or indirect material relationship with us, being a relationship that could, in the view of the board of directors, be reasonably expected to interfere with the exercise of the director’s independent judgment. Applicable Canadian securities laws and the Nasdaq listing standards specify circumstances in which directors will be deemed not to be independent, including additional criteria applicable to audit committee members. The board has determined that Messrs. Wilt and Rustand and Dr. DePaolis are independent and that Mr.Wachtman and Dr. Lindstrom are non-independent directors given their relationship with the Company and our subsidiaries. In addition, the board has determined that Messrs. Holmes and Lee, who have been nominated by management for election as directors at the meeting, will also be independent.

There were thirteen meetings of the board of directors in the fiscal year ended December 31, 2007. Each of the meetings was attended by all of the directors who were members of the board of directors at the time of such meeting except that Mr. Vamvakas missed attendance at three meetings, Mr. Davidson missed attendance at one meeting and Dr. Lindstrom missed attendance at one meeting. In addition to attending board and applicable committee meetings, our independent directors meet regularly in executive sessions independent of management and non-independent directors to discuss our business and affairs. During the fiscal year ended December 31, 2007, five such meetings were held.

The board of directors takes steps to educate new directors upon their appointment or election to the board of directors including a day-long on-site visit to the Company’s corporate headquarters. Each new director receives a binder with up-to-date information on the corporate organization, financial information and copies of key documents, including the Code of Conduct, Insider Trading Policy, and board and committee mandates and charters. Presentations are made regularly to the board and committees to educate and keep them informed of changes within the Company and the industry.

The Corporate Governance and Nominating Committee is responsible for annually assessing the effectiveness of the board as a whole as well as individual directors. This process includes the circulation of a confidential Board Self-Assessment survey as well as informal discussions. The Survey is summarized and reviewed in depth by the board.

During 2007, the Compensation Committee retained Towers Perrin to review director and executive compensation. Towers Perrin reviewed fees for comparable public companies in developing its recommendations to the Compensation Committee.

Our board of directors has established three committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. The following is a brief description of each committee and its composition.

The Audit Committee currently consists of Messrs. Rustand and Wilt and Dr. DePaolis, all of whom are independent directors. The Audit Committee is responsible for the engagement, compensation and oversight of our independent auditors and reviews with them the scope and timing of their audit services and any other services they are asked to perform, their report on the accounts of the Company following the completion of the audit and our policies and procedures with respect to internal accounting and financial controls. The Audit Committee reports its findings with respect to such matters to the board of directors. During the fiscal year ended December 31, 2007, there were five meetings of the Audit Committee. Each of the meetings was attended by all of the members except that Dr. DePaolis missed attendance at two meetings. It is expected that the Audit Committee will consist of Messrs. Rustand and Wilt and Dr. DePaolis after the annual meeting of shareholders and that all members will continue to be independent directors. The Audit Committee operates under the Audit Committee Charter adopted by the board of directors. See “Audit Committee Report” below.

During the fiscal year ended December 31, 2007, the Compensation Committee consisted of Messrs. Davidson, Rustand and Wilt and Dr. DePaolis. The Compensation Committee operates under a written charter established by our board of directors pursuant to which it is responsible for the development of compensation policies and makes recommendations on compensation of executive officers for approval by the board of directors. There were four meetings of the Compensation Committee relating to the fiscal year ended December 31, 2007. Each of the meetings was attended by all of the members except that Dr. DePaolis missed attendance at one meeting. It is expected that the Compensation Committee will consist of Messrs. Rustand and Wilt and Dr. DePaolis after the meeting and that all members will continue to be independent directors. See “Information on Executive Compensation — Report of the Compensation Committee” above. During 2007, the Compensation Committee retained Towers Perrin to review executive compensation. Towers Perrin reviewed fee data for comparable public companies in developing its recommendations to the Compensation Committee.

During the fiscal year ended December 31, 2007, the Corporate Governance and Nominating Committee consisted of Messrs. Wilt, Davidson and Rustand and Dr. DePaolis, all of whom are independent directors. The Corporate Governance and Nominating Committee operates under a written charter established by our board of directors pursuant to which it has been charged with responsibility for:

For purposes of identifying potential candidates to serve on our board of directors, the Corporate Governance and Nominating Committee has not established specific minimum age, education, years of business experience or specific types of skills for potential candidates, but in general, expects qualified candidates will have personal and professional integrity, demonstrated ability and judgment and ample business experience. The Corporate Governance and Nominating Committee will review and consider director nominees recommended by shareholders. There are no differences in the manner in which the Corporate Governance and Nominating Committee evaluates director nominees recommended by shareholders.

The Corporate Governance and Nominating Committee received the Shareholder Proposal on March 6, 2008 which proposed Dr. Joffe, Mr. Henderson and Ms. Willis for election as directors of the Company. No other recommendations from shareholders for nomination to the Board of Directors in connection with the meeting were received. The Corporate Governance and Nominating Committee considered the three nominees named in the Shareholder Proposal at a meeting held on March 6, 2008. Following that meeting, the Corporate Governance and Nominating Committee recommended to the board of directors that other suitable candidates for director be considered in addition to Dr. Joffe’s nominees. Over the next few weeks, four other potential nominees suggested by several board members were considered by the Corporate Governance and Nominating Committee, one of whom subsequently removed his name from consideration because of other commitments. On March 26, 2008, the board of directors considered the three nominees named in the Shareholder Proposal as well as three other potential nominees. For the reasons explained under “Rationale to Support Management’s Nominees as Directors” and “Rationale for Opposition to the Joffe Group,” our board of directors invited Messrs. Holmes and Lee to stand as management’s nominees for election to the board of directors.

Shareholders wishing to recommend director candidates for consideration by the Corporate Governance and Nominating Committee may do so in writing to our Secretary at 16305 Swingley Ridge Road, Suite 300, St. Louis, Missouri 63017 giving the recommended nominee’s name, biographical data and qualifications, accompanied by the written consent of the recommended nominee. Nominations for director made by shareholders must be received by the Secretary at least 90 days prior to the anniversary date of our prior year’s management information circular.

During the fiscal year ended December 31, 2007, there were four meetings of the Corporate Governance and Nominating Committee. Each of the meetings was attended by all of the members except that Dr. DePaolis missed attendance at one meeting. It is expected that the Corporate Governance and Nominating Committee will consist of Messrs. Wilt and Rustand and Dr. DePaolis after the meeting and that all members will continue to be independent directors.

On April 28, 2004, our board of directors adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees and that is intended to promote honest and ethical conduct, full and accurate reporting and compliance with laws. A copy of the Code of Business Conduct and Ethics can be requested free of charge by writing or calling the Company’s Vice President of Investor Relations at 16305 Swingley Ridge Road, Suite 300, St. Louis, Missouri 63017 (888) 289-5824. If a director’s business or personal relationships present a material conflict of interest or the appearance of a conflict of interest, that director is required to refer the matter to the Chair of the Board or Chief Executive Officer for review and presentation to the board where appropriate. Each matter is reviewed individually on its merits and a decision in one matter has no bearing on another. The board reviews the Code annually and ensures that it is sent to all employees of the Company on a routine basis. Further, each director is required annually to disclose transactions and holdings that may be, or appear to be, in conflict with the Code of Business Conduct and Ethics.

We have implemented a system which enables an individual director to engage an outside advisor at our expense in appropriate circumstances. The engagement of an external advisor by an individual director, as well as

Our board of directors places great emphasis on its communications with shareholders. Shareholders receive timely dissemination of information and we have procedures in place to permit and encourage feedback from our shareholders. Our senior officers are available to shareholders and, through our investor relations department, we seek to provide clear and accessible information about the results of our business and its future plans. We have established an investor web site on the Internet through which we make available press releases, financial statements, annual reports, trading information and other information relevant to investors. Mr. Wachtman may also be contacted directly by investors through the Internet.

We also have an independent toll-free Values Line at 1-888-475-8376 which is available 24 hours a day, seven days a week. Any person may submit a good faith complaint or report a concern regarding accounting or auditing matters related to the Company or our subsidiaries or violations of any of our policies to the Audit Committee through the Values Line. Shareholders may also contact our non-management directors by calling the Values Line or may contact our board of directors or any of its members by writing to our Secretary at TLC Vision Corporation, 16305 Swingley Ridge Road, Suite 300, St. Louis Missouri 63017 or by email through the Investor Relations page on our website at www.tlcv.com.

All correspondence directed to a particular board member is referred, unopened, to that member. Correspondence not directed to a particular board member is referred, unopened, to the Chair of the board of directors.

All directors are encouraged, but not required, to attend our annual meeting of shareholders. All of our then-current directors attended our last annual and special meeting of the shareholders held on June 28, 2007.

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The members of the Audit Committee currently are Messrs. Rustand and Wilt and Dr. DePaolis. Each member of the Audit Committee is independent in the judgment of the board of directors as required by the current listing standards of Nasdaq. Messrs. Rustand and Wilt have been designated by the board of directors as Audit Committee financial experts. The SEC has indicated that the designation as an audit committee financial expert does not make a person an “expert” for any purpose, impose on him or her any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him or her as a member of the Audit Committee and the Board of Directors in the absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control, and the independent auditors are responsible for auditing those financial statements. The Audit Committee’s primary responsibility is to oversee our financial reporting process on behalf of the board of directors and to report the result of its activities to the board, as described in the Audit Committee Charter. The principal recurring duties of the Audit Committee in carrying out its oversight responsibility include reviewing and discussing with management and the independent auditors our quarterly and annual financial statements, evaluating the audit efforts of our independent auditors and evaluating the reasonableness of significant judgments and the clarity of disclosures. The Committee also monitors with management and the independent auditors the adequacy and effectiveness of our accounting and financial controls, as well as the Company’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

The Audit Committee has reviewed and discussed with management of the Company our audited financial statements for the fiscal year ended December 31, 2007. The Audit Committee has also discussed with Ernst & Young LLP, our independent auditors, the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Audit Committee has also received from the independent auditors’ written affirmation of their independence as required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and the Audit Committee has discussed with the auditors the firm’s independence.

Based upon the review and discussions summarized above, the Audit Committee recommended to the board of directors that our audited financial statements as of December 31, 2007 and for the year then ended be included in our annual report on Form 10-K for the year ended December 31, 2007 for filing with the SEC and the Canadian securities regulatory authorities.

We maintain directors’ and officers’ liability insurance. Under this insurance coverage the insurer pays on our behalf for losses for which we indemnify our directors and officers, and on behalf of individual directors and officers for losses arising during the performance of their duties for which we do not indemnify them. The total limit for the policy is $30,000,000 per policy term subject to a deductible of $100,000 per occurrence with respect to corporate indemnity provisions and $500,000 if the claim relates to securities law claims. The total premiums in respect of the directors’ and officers’ liability insurance for the fiscal year ended December 31, 2007 were approximately $484,000. The insurance policy does not distinguish between directors and officers as separate groups.

No officer, director or employee, or former officer, director or employee, of us or any of our subsidiaries, or associate of any such officer, director or employee is currently or has been indebted (other than routine indebtedness of employees and non-executive officers) at any time since January 1, 2007 to the Company or any of our subsidiaries.

The Company has an agreement with Minnesota Eye Consultants to provide laser access. Dr. Lindstrom, one of our directors, is founder, partner and attending surgeon of Minnesota Eye Consultants. In 2007, the Company received revenue of $1.0 million as a result of the agreement.

In 2007, Dr. Lindstrom also earned a total of $100,000 in compensation from us in his capacity as the medical director of the Company, member of the Company’s Clinical Advisory Group, and as a consultant to MSS, a cataract services provider and wholly owned subsidiary of the Company.

As of December 31, 2007, the Company owned approximately 33% of OccuLogix. One of our directors (Dr. Lindstrom) is also a director of OccuLogix and one of management’s nominees for director, Mr. Holmes, is also a director of OccuLogix. Further, Mr. Davidson, who resigned from the board of directors in January 2008, was also a director of OccuLogix and Mr. Vamvakas, who served on the board of TLCVision until June 2007 and was formerly the Chairman and Chief Executive Officer for the Company, is currently the Chairman and Chief Executive Officer of OccuLogix.

None of our principal shareholders, senior officers or directors or the proposed management nominees for election as our directors, or any of their associates or subsidiaries, has any other interest in any other transaction since January 1, 2007 or any other proposed transaction that has materially affected or would materially affect the Company or its subsidiaries.

The following table sets forth, as at April 11, 2008, the number of our common shares and shares of common stock of OccuLogix beneficially owned by each of our directors, management nominees for director and named executive officers, our directors, nominee directors and executive officers as a group, and each person who, to the knowledge of our directors or officers, beneficially owns, directly or indirectly, or exercises control or direction over common shares carrying more than 5% of the voting rights attached to all our outstanding common shares. Other than the filings made by Dr. Joffe as noted below, information with respect to the beneficial ownership of securities by the Joffe Group is not in our possession.

Under the rules of the SEC, common shares which an individual or group has a right to acquire within 60 days by exercising options or warrants are deemed to be outstanding for the purpose of computing the percentage of ownership of that individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

“Highland Capital” refers to Highland Capital Management, L.P. The share information for Highland Capital is based on a report on Schedule 13D filed with the SEC on April 1, 2008. This report indicates that Highland Capital Management, L.P. has sole voting and dispositive power with respect to 8,958,336 common shares and shared voting and dispositive power with respect to 250,000 common shares. The principal address of Highland Capital Management, L.P. is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240.

“Black River Asset Management” refers to Black River Asset Management LLC. The share information for Black River Asset Management is based on a report on Schedule 13G/A filed with the SEC on February 14, 2008. This report indicates that Black River Asset Management LLC has sole voting and dispositive power with respect to 5,606,578 common shares. The principal address of Black River Asset Management LLC is 12700 Whitewater Drive, Minnetonka, MN 55343.

The share information for Dr. Joffe is based on a report on Schedule 13D filed with the SEC as of March 6, 2008. This report indicates that Dr. Joffe has sole voting power with respect to 2,502,504 common shares and sole dispositive power with respect to 2,140,995. The principal address of Dr. Joffe is 8750 Red Fox Lane, Cincinnati, Ohio 45243.

Messrs. Wachtman, Rasche, Tiffany and Andrew respectively beneficially own 12,804, 1,645, 9,061 and 752 common shares in their individual 401(k) plans.

Messrs. Rasche, Tiffany and Andrew respectively beneficially own 16,642, 6,201 and 3,828 common shares in the employee share purchase plan.

Mr. Holmes’s shares of OccuLogix common stock include 10,000 shares held by his wife. Mr. Holmes disclaims ownership of such shares.

Unless otherwise disclosed, the shareholders named in the table have sole voting power and sole investment power with respect to all shares beneficially owned by them.

The following table sets forth certain information as of December 31, 2007 with respect to each equity plan or arrangement pursuant to which warrants or options to purchase our common shares have been granted.

Section 16(a) of the Exchange Act, requires our directors, certain officers and persons who own more than 10% of a registered class of our equity securities to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such directors, officers and 10% shareholders are also required by the SEC’s rules to furnish us with copies of all Section 16(a) reports they file. We assist our directors and officers in preparing their Section 16(a) reports. To our knowledge, all Section 16(a) filing requirements applicable to our officers, directors and 10% shareholders were complied with during the fiscal year ended December 31, 2007.

Any proposal of a shareholder intended to be presented for a vote by the Company’s shareholders at our annual meeting of shareholders for the fiscal year ended December 31, 2008 must be received by our executive office not

You can obtain our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (which includes our most recently filed annual financial statements, together with the accompanying report of our independent auditors) and any pertinent pages of any documents incorporated by reference therein, Quarterly Reports that have been filed for periods after the end of the 2007 fiscal year, and additional copies of this management information circular without charge on our website at (www.tlcvision.com) or by writing or calling our Secretary at 16305 Swingley Ridge Road, Suite 300, St. Louis, Missouri 63017, 636-534-2275. You may also obtain such documents and additional information about the Company on SEDAR at www.sedar.com or on EDGAR at www.sec.gov.

We know of no other matter to come before the meeting other than the matters referred to in the notice of meeting.

The contents and sending of this management information circular have been approved by our board of directors.

The undersigned do hereby certify to TLC Vision Corporation, a New Brunswick corporation (the “Corporation”), that the undersigned are shareholders of the Corporation holding shares representing in the aggregate not less than 5% of the shares of the Corporation entitled to vote at a meeting of the shareholders of the Corporation and pursuant to Section 5 of Schedule I to the Corporation’s Articles of Incorporation, as amended, do hereby nominate each of the following individuals to stand for election as Directors of the Corporation at the next meeting of the shareholders called for the purpose of electing one or more Directors of the Corporation:

1. The shareholder rights plan agreement dated as of March 4, 2005, as amended June 16, 2005, between the TLC Vision Corporation (the “Company”) and CIBC Mellon Trust Company and attached as Appendix C to this management information circular is hereby ratified, confirmed and approved.

2. Any director or officer of the Company is hereby authorized and directed for and in the name of and on behalf of the Company to do all acts and things and execute, whether under the corporate seal of the Company or otherwise, and deliver or cause to be delivered all documents and instruments as in the opinion of such director or officer may be necessary or desirable to carry out the intent of the foregoing resolution.

This agreement, dated as of March 4, 2005, and amended as of June 16, 2005, is between TLC Vision Corporation, a corporation incorporated under the laws of New Brunswick (the “Corporation”), and CIBC Mellon Trust Company, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which includes any successor Rights Agent).

1. The Board of Directors of the Corporation has determined that it is advisable for and in the best interests of the Corporation to adopt a shareholder rights plan (the “Rights Plan”).

2. In order to implement the Rights Plan, the Board of Directors of the Corporation has authorized:

3. Each Right entitles the holder thereof, after the Separation Time, to purchase securities of the Corporation pursuant to the terms and subject to the conditions set forth in this agreement.

4. The Corporation wishes to appoint the Rights Agent to act on behalf of the Corporation and holders of Rights, and the Rights Agent is willing to so act, in connection with the issuance, transfer, exchange and replacement of Rights Certificates, the exercise of Rights and other matters referred to in this agreement.

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements set forth in this agreement, the parties agree as follows.

For the purpose of this agreement:

(a) “Acquiring Person” means any Person who is or becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares; provided, however, that the term “Acquiring Person” will not include:

(b) “Affiliate”, when used to indicate a relationship with a specified corporation, means a Person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified corporation;

(c) “Associate”, where used to indicate a relationship with any Person, means a spouse of that Person, any Person who resides in the same home as that Person and to whom that Person is married or with whom that Person is living in a conjugal relationship outside marriage, a child of that Person or a relative of that Person if the relative has the same home as that Person;

(d) a Person will be deemed the “Beneficial Owner” of, and to have “Beneficial Ownership” of, and to “Beneficially Own”:

(e) “Board of Directors” means the board of directors of the Corporation or, if duly constituted and whenever duly empowered, any committee of the board of directors of the Corporation;

(f) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in Toronto, Ontario or the City of New York are authorized or obligated by law to close;

(g) “close of business” on any given date means the time on such date (or, if such date is not a Business Day, the time on the next Business Day) at which the principal office in Toronto, Ontario of the transfer agent for the Common Shares (or, after the Separation Time, the office of the Rights Agent) is closed to the public;

(h) “Common Share” means the common shares of the Corporation and any other shares of the Corporation into which such shares may be subdivided, consolidated, reclassified or changed;

(i) “common shares”, when used with reference to any Person other than the Corporation, means the class or classes of shares (or similar equity interest) with the greatest per share (or similar interest) voting power entitled to vote generally in the election of all directors of such other Person;

(j) “Competing Permitted Bid” means a Take-over Bid that:

(k) “controlled”:  a corporation is controlled by another Person or two or more Persons acting jointly or in concert if:

(l) “Convertible Securities” means any securities issued by the Corporation (including rights, warrants and options, but excluding the Rights) carrying any purchase, exercise, conversion or exchange rights, pursuant to which the holder of Convertible Securities may acquire Voting Shares or other securities convertible into or exercisable or exchangeable for Voting Shares (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency);

(m) “Convertible Security Acquisition” means the acquisition of Voting Shares on the exercise, conversion or exchange of Convertible Securities acquired by any Person pursuant to a Permitted Bid Acquisition, Exempt Acquisition or Pro Rata Acquisition;

(n) “Co-Rights Agent” has the meaning ascribed to it in subsection 5.1 (a);

(o) “dividends paid in the ordinary course” means cash dividends paid in any financial year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate, the greatest of:

(p) “Election to Exercise” has the meaning ascribed to it in clause 3.1(e)(ii);

(q) “Exempt Acquisition” means an acquisition of Voting Shares:

(r) “Exercise Price” means, as of any date, the price at which a holder of a Right may purchase the securities issuable upon exercise of such Right and, until adjustment thereof in accordance with the terms hereof, the Exercise Price will be $100.00;

(s) “Expansion Factor” has the meaning ascribed to it in subsection 3.2(a);

(t) “Expiration Time” means the earlier of:

(u) “Flip-in Event” means a transaction in or pursuant to which any Person becomes an Acquiring Person;

(v) “holder” has the meaning ascribed to it in section 2.5;

(w) “Independent Shareholders” means holders of Voting Shares other than Voting Shares Beneficially Owned by:

(x) “Lock up Agreement” means an agreement between an Offeror, any Affiliate or Associate of the Offeror or any other Person acting jointly or in concert with the Offeror and a Person (the “Locked-up Person”) who is not an Affiliate or

Associate of the Offeror or a Person acting jointly or in concert with the Offeror whereby the Locked-up Person agrees to deposit or tender Voting Shares held by the Locked-up Person to the Offeror’s Take-over Bid or to any Take-over Bid made by an Affiliate or Associate of the Offeror or made by any other Person acting jointly or in concert with the Offeror (the “Lock-up Bid”), where the agreement:

(y) “Market Price” per share of any securities on any date of determination shall mean the average of the daily Closing Prices Per Share of such securities (determined as described below) on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to any of the events described in Section 3.2 hereof shall have caused the price used to determine the Closing Price Per Share on any Trading Day not to be fully comparable with the price used to determine the Closing Price Per Share on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day, each such price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 3.2 hereof in order to make it fully comparable with the price per share used to determine the Closing Price Per Share on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day. The “Closing Price Per Share” of any securities on any date shall be:

(z) “NASDAQ” shall mean the National Market of the National Association of Securities Dealers Inc. Automated Quotation System;

(aa) “NBBCA” means the Business Corporations Act (New Brunswick), as amended, and the regulations made thereunder, and any successor laws or regulations thereto;

(bb) “Nominee” has the meaning attributed to it in subsection 3.1(d);

(cc) “Offer to Acquire” includes:

(dd) “Offeror” means a Person who has announced a current intention to make or who is making a Take-over Bid;

(ee) “Offeror’s Securities” means Voting Shares Beneficially Owned by an Offeror on the date of a Take-over Bid;

(ff) “Permitted Bid” means a Take-over Bid which is made by means of a take-over bid circular and which also complies with the following additional provisions:

(gg) “Permitted Bid Acquisition” means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

(hh) “Person” includes any individual, body corporate, firm, partnership, association, trust, trustee, executor, administrator, legal personal representative, group (as such term is used in Rule 13d-5 under the U.S. Exchange Act, as on effect on the date of this agreement), unincorporated organization, syndicate, government or governmental agency or instrumentality or other entity;

(ii) “Pro Rata Acquisition” means:

(jj) “Record Time” has the meaning ascribed to it in the recitals;

(kk) “Redemption Price” has the meaning ascribed to it in subsection 6.1(a);

(ll) “Right” has the meaning ascribed to it in the recitals;

(mm) “Rights Certificates” means the certificates representing the Rights after the Separation Time, which are to be substantially in the form attached as Exhibit A;

(nn) “Rights Plan” has the meaning ascribed to it in the recitals;

(oo) “Rights Register” and “Rights Registrar” have the respective meanings ascribed to them in subsection 2.3(a);

(pp) “Securities Act” means the Securities Act (Ontario), as amended, and the regulations and rules thereunder, and any comparable or successor laws or regulations thereto;

(qq) “Separation Time” means, subject to subsection 6.1(d), the close of business on the tenth Trading Day after the earlier of:

(rr) “Stock Acquisition Date” means the date of the first public announcement (which, for purposes of this definition, includes the filing of a report pursuant to section 101 of the Securities Act or section 13(d) of the U.S. Exchange Act) by the Corporation or an Acquiring Person of facts indicating that a Person has become an Acquiring Person;

(ss) “Subsidiary” of a Person has the meaning ascribed to it in the Securities Act;

(tt) “Take-over Bid” means an Offer to Acquire Voting Shares or securities convertible into or exchangeable for Voting Shares, where the Voting Shares subject to the Offer to Acquire, together with the Voting Shares into which the securities subject to the Offer to Acquire are convertible or exchangeable, together with the Offeror’s Securities, constitute, in the aggregate, 20% or more of the Voting Shares outstanding on the date of the Offer to Acquire;

(uu) “Termination Time” means the time at which the right to exercise Rights will terminate pursuant to subsection 6.1(g);

(vv) “Trading Day”, when used with respect to any securities, means, at any time that such securities are quoted on NASDAQ, a day on which NASDAQ is open for the transaction of business or, if such securities are not quoted on NASDAQ, a day on which the Toronto Stock Exchange is open for the transaction of business or, if the securities are not listed or admitted to trading on the Toronto Stock Exchange, a Business Day;