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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 6-K

                            REPORT OF FOREIGN ISSUER
                        PURSUANT TO RULE 13a-16 OR 15d-16

                                      UNDER

                       THE SECURITIES EXCHANGE ACT OF 1934

                         FOR THE MONTH OF SEPTEMBER 2005

                     Commission File Number _______________

                              INTRAWEST CORPORATION
                               (Registrant's name)

                          SUITE 800, 200 BURRARD STREET
                   VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3L6
                    (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.

                  Form 20-F [ ]         Form 40-F [X]


Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101 (b)(7): _______

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                         Yes [ ]         No [X]


If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______________

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                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant, has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: September 28, 2005

INTRAWEST CORPORATION

By:      /s/ ROSS MEACHER
         -----------------------------------------------------
         Name:   Ross Meacher
         Title:  Corporate Secretary and Chief Privacy Officer

 
                                [INTRAWEST LOGO]
 
                             INTRAWEST CORPORATION
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            AND INFORMATION CIRCULAR
 
                                 ANNUAL MEETING
                                NOVEMBER 7, 2005

 
                               TABLE OF CONTENTS
 

                                                          
Notice of Annual Meeting....................................       i
Information Circular........................................       1
Management Solicitation.....................................       1
Purposes of the Meeting.....................................       1
Interest of Certain Persons in Matters to be Acted Upon.....       5
Interest of Informed Persons in Material Transactions.......       5
Statement of Corporate Governance...........................       6
Report on Executive Compensation............................      11
Statement of Executive Compensation.........................      15
Securities Authorized for Issuance Under Equity Compensation
  Plans.....................................................      22
Indebtedness of Directors and Executive Officers............      24
Directors' and Officers' Liability Insurance................      25
General.....................................................      25
Shareholder Proposals.......................................      28
Additional Information......................................      28
Approval of Circular........................................      28


 
                                [INTRAWEST LOGO]
 
                             INTRAWEST CORPORATION
                         Suite 800, 200 Burrard Street
                      Vancouver, British Columbia V6C 3L6
 
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON NOVEMBER 7, 2005
 
Dear Shareholder:
 
You  are cordially  invited to  attend the  Annual Meeting  of Shareholders (the
"Meeting") of Intrawest  Corporation to  be held in  the Governors  Room of  The
Metropolitan  Club,  One  East 60(th)  Street,  New  York, New  York  on Monday,
November 7, 2005 at 11:00 a.m. (local time).
 
     The purposes of the Meeting are:
 
     (1)  to receive  the consolidated  financial statements  and the  auditors'
          report for the year ended June 30, 2005;
 
     (2)  to elect directors;
 
     (3)  to  appoint auditors for  the ensuing year and  to authorize the Audit
          Committee of the Board of Directors to fix their remuneration; and
 
     (4)  to transact such other business as may properly be brought before  the
          Meeting or any adjournment thereof.
 
Shareholders  of  record at  the close  of  business on  September 22,  2005 are
entitled to receive notice of and to attend and vote at the Meeting. Information
concerning the  matters  to  be  put  before the  Meeting  is  set  out  in  the
accompanying Information Circular.
 
Shareholders  who  are unable  to  attend the  Meeting  in person  are  asked to
complete, sign and date the enclosed proxy  and return it. Please note that  the
Metropolitan Club dress code for men is jacket and tie (no jeans) and for ladies
is no jeans.
 

                                              
                                                 Sincerely,
 
                                                 [-sig- Joe Houssian]
Vancouver, British Columbia                      Joe S. Houssian
September 26, 2005                               Chairman of the Board

 
                                        i

 
                                [INTRAWEST LOGO]
 
                             INTRAWEST CORPORATION
 
                              INFORMATION CIRCULAR
                      INFORMATION AS OF SEPTEMBER 26, 2005
 
MANAGEMENT SOLICITATION
 
     This  information circular is furnished in connection with the solicitation
of proxies  by the  management of  Intrawest Corporation  (the "Corporation"  or
"Intrawest")  for use at the  Annual Meeting of Shareholders  of Intrawest to be
held in the Governors Room of The Metropolitan Club, One East 60(th) Street, New
York, New York on Monday, November 7, 2005 at 11:00 a.m. (local time) and at any
adjournment thereof (the "Meeting").  The solicitation will be  by mail and  its
cost will be borne by Intrawest.
 
PURPOSES OF THE MEETING
 
CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS' REPORT
 
     The  consolidated financial statements of Intrawest for the year ended June
30, 2005 and the auditors' report thereon will be received at the Meeting. These
statements and the auditors' report are  contained in the 2005 annual report  of
Intrawest, which has been mailed to shareholders with this Information Circular.
 
ELECTION OF DIRECTORS
 
     The  Articles of  Intrawest provide  that the  minimum number  of directors
shall be seven and the  maximum number shall be 20.  The directors have set  the
number  of  directors  to  be  elected at  the  Meeting  at  ten.  The Corporate
Governance and  Nominating  Committee  of  the Board  recommends  to  the  Board
individuals  for nomination for election as  directors. The persons listed below
are being proposed for nomination for election as directors of Intrawest at  the
Meeting  and the  persons named  in the  enclosed proxy  intend to  vote for the
election of these nominees. Each nominee  is currently a director of  Intrawest.
Each  director  elected will  hold office  until  the close  of the  next annual
meeting of shareholders, or until  their respective successors are duly  elected
or appointed.
 
     Set  out below are the  names, ages and places  of residence of all persons
proposed to be nominated for election  as directors, whether or not the  nominee
is  independent of Intrawest,  the position and  office with Intrawest presently
held by them,  their present  principal occupation  or employment,  the year  in
which  they  were  first  elected  or appointed  as  a  director,  current Board
memberships with other issuers that are reporting issuers (or the equivalent) in
Canada or a foreign  jurisdiction and the number  of common shares of  Intrawest
("Common  Shares")  and  Deferred  Share Units(1)  that  they  have  advised are
beneficially owned, or over which control or direction is exercised, by them  at
the date of this Information Circular.
 

                                   
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JOE S. HOUSSIAN
Director since 1979                   Number of Common Shares held -- 1,890,032(2)(3)
West Vancouver, British Columbia      Number of Deferred Share Units held -- 155,636(4)
Age: 56                               Non-Independent

Mr.  Houssian is the  Chairman of the  Board as well  as President and  Chief Executive Officer of
Intrawest Corporation. Mr.  Houssian founded  a predecessor  to Intrawest  in the  mid-1970s as  a
Vancouver-based  real estate development company. He oversaw  the company's transition as it moved
from an urban real estate company active in residential, commercial and industrial development  in
the  Pacific Northwest  and Western  Canada to its  current position  as a  destination resort and
adventure travel company.

Mr. Houssian is a Trustee of Versacold Income Fund.

As a non-independent director, Mr. Houssian is not a member of any Committee of the Board.
--------------------------------------------------------------------------------------------------

 
                                        1


                                   
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DAVID A. KING
Director since 1990                   Number of Common Shares held -- 6,000
Toronto, Ontario                      Number of Deferred Share Units held -- 886
Age: 68                               Independent

Mr. King is a corporate director and is President of David King Corporation, a private  investment
company.

Mr.  King has a long history in North American  real estate markets, commencing in the early 1960s
with Sears Canada's real  estate department, was  a Senior Officer  of Cambridge Shopping  Centres
Limited  for six years and was a Senior Officer and President of Campeau Corporation for 15 years.
Since 1988 Mr. King has pursued various private business interests.

He is  currently Vice-Chairman  and Director  of  Morguard Corporation,  Chairman and  Trustee  of
Morguard Real Estate Investment Trust and a Director of AGF Management Limited, Revenue Properties
Company Limited and Tri-White Corporation.

Mr.  King is Chair of the Corporate Governance and  Nominating Committee and a member of the Audit
Committee.

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GORDON H. MACDOUGALL(5)
Director since 1990                   Number of Common Shares held -- 3,000
West Vancouver, British Columbia      Number of Deferred Share Units held -- 1,528
Age: 59                               Independent

Mr. MacDougall is  a corporate  director and  is a  director of  Connor, Clark  & Lunn  Investment
Management  Ltd. and a  partner of Connor,  Clark and Lunn  Investment Management Partnership. Mr.
MacDougall has  been involved  in the  investment management  business for  over 35  years and  is
currently  the leader of the client solutions  team, responsible for institutional client service.
He is also  responsible for  North American  portfolio structure and  strategy. He  holds the  CFA
designation,  an MBA from the University of Pittsburgh  and a Bachelor of Commerce from Sir George
Williams University.

Mr. MacDougall is the Lead director,  Chair of the Human Resources  Committee and a member of  the
Audit Committee. He chairs all meetings of the Board of Directors.

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

PAUL M. MANHEIM
Director since 1992                   Number of Common Shares held -- 4,000
Shanghai, China                       Number of Deferred Share Units held -- 709
Age: 56                               Independent

Mr.  Manheim is a corporate director and is Chairman and Managing Director of HAL Investments Asia
B.V., a subsidiary of HAL Holding N.V.,  an international holding company traded on the  Amsterdam
Stock  Exchange. HAL Investments Asia B.V. owns a portfolio of optical retail outlets in China and
is affiliated with Europe's largest optical retailer.

Mr. Manheim joined Holland America  Line, N.V., the predecessor of  HAL Holding N.V., in 1982  and
has  held various financial and corporate development positions prior to his current position. Mr.
Manheim received a Bachelor of Commerce degree  from the University of New South Wales,  Australia
and is a Chartered Accountant.

Mr. Manheim is Chair of the Audit Committee.

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                                        2


                                   
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MARTI MORFITT
Director since 2005                   Number of Common Shares held -- 2,000
Eden Prairie, Minnesota               Number of Deferred Share Units held -- 167
Age: 48                               Independent

Ms. Morfitt is a corporate director and since June 2001 has been the President and Chief Executive
Officer  of CNS, Inc., a consumer health care products company based in Minnesota. Ms. Morfitt was
President and Chief Operating Officer  of CNS, Inc. from March  1998 to June 2001. Previously  Ms.
Morfitt  was part of the  senior executive team at  Pillsbury Company. She holds  an MBA from York
University and a BBA from the University of Western Ontario.

She is currently a director of Graco, Inc.

Ms. Morfitt is a member of the Human Resources Committee.

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PAUL A. NOVELLY(6)
Director since 1997                   Number of Common Shares held -- 55,201(7)
St. Thomas, U.S. Virgin Islands       Number of Deferred Share Units held -- 1,153
Age: 62                               Independent

Mr. Novelly is  a corporate  director and  is Chairman  and Chief  Executive Officer  of Apex  Oil
Company,  Inc., based in St. Louis. Apex is  involved in the trading, refining, storage, marketing
and transportation of petroleum products. Mr.  Novelly also controls AIC Limited, a  Bermuda-based
oil  trading company, and  World Point Terminals Inc.,  based in Calgary,  which owns and operates
petroleum storage facilities in the Netherlands, Bahamas and United States.

Mr. Novelly was the  majority owner of  the Copper Mountain  ski resort in  Colorado prior to  its
acquisition  by  Intrawest in  1997. His  wide experience  in the  travel industry  includes prior
ownership and  operation of  Apex Travel,  Inc., a  full-service travel  agency. Mr.  Novelly  has
extensive  experience in commercial and residential  real estate development, including commercial
office buildings throughout the United States, and a 5,400-acre residential/golf planned community
in St. Albans, Missouri.

He is currently a director of The Bear Stearns Companies Inc., Boss Holdings, Inc. and World Point
Terminals Inc.

Mr. Novelly  is a  member of  the  Audit Committee  and the  Corporate Governance  and  Nominating
Committee.

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BERNARD A. ROY
Director since 1992                   Number of Common Shares held -- 2,923
Montreal, Quebec                      Number of Deferred Share Units held -- 501
Age: 65                               Independent

Mr.  Roy  is a  corporate director  and  is a  Senior Partner  at  Ogilvy Renault,  Barristers and
Solicitors. Mr. Roy is a  member of the Litigation Group  with expertise in civil, commercial  and
administrative law. Mr. Roy often acts as arbitrator and Counsel in international arbitrations and
before  domestic  arbitral tribunals  and has  served as  Counsel  to a  number of  commissions of
inquiry. Mr. Roy was Lead Counsel to the Gomery Commission, appointed by the Government of  Canada
in  February 2004  to investigate  and report  on issues  related to  the government's sponsorship
program and  advertising activities.  Mr. Roy  has appeared  frequently before  Parliamentary  and
Senate Committees and other government bodies.

Mr. Roy is a member of the Human Resources Committee.

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                                        3


                                   

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

KHALED C. SIFRI
Director since 1990                   Number of Common Shares held -- 3,700
Dubai, United Arab Emirates           Number of Deferred Share Units held -- 1,094
Age: 44                               Independent

Mr.  Sifri is a corporate director and is Managing Director -- Investment Banking of SHUAA Capital
PSC, an investment banking institution  with shares listed on the  Dubai Financial Market and  the
Kuwait  Stock Exchange. Mr. Sifri is responsible for overseeing and managing the corporate finance
and capital market activities undertaken  by SHUAA. Before joining  SHUAA, Mr. Sifri was  Managing
Partner  of the Hadef Al  Dhahiri & Associates law  firm in Dubai. He  has extensive corporate and
commercial legal experience  in the UAE,  Kuwait and the  Gulf region. From  1990 until 1996,  Mr.
Sifri  was President of PolyMore Circuit Technologies,  LP, a second tier automotive supplier with
manufacturing facilities in Tennessee. Mr. Sifri has a JD from the Catholic University of  America
and a BS in Civil Engineering from the University of Maryland.

Mr. Sifri is a member of the Corporate Governance and Nominating Committee.

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

NICHOLAS C.H. VILLIERS
Director since 1990                   Number of Common Shares held -- 3,165
London, England                       Number of Deferred Share Units held -- 1,094
Age: 65                               Independent

Mr.  Villiers is a  corporate director and  is a consultant  to a number  of corporate and private
clients in the media and leisure industries.

Mr. Villiers retired from Royal Bank of Canada in 2002 where he was Vice-Chairman of Royal Bank of
Canada Europe  Ltd. and  Managing Director  of RBC  Capital Markets  with responsibility  for  the
International  Investment  Banking  Group.  Mr.  Villiers has  over  30  years  experience  in the
investment banking industry.

Mr. Villiers is a member of the Human Resources Committee.

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

ALEX WASILOV
Director since 2005                   Number of Common Shares held -- 3,000
West Conshohocken, Pennsylvania       Number of Deferred Share Units held -- 759
Age: 52                               Independent

Mr. Wasilov is a corporate director and since March 2005 has been the President and COO of Hirtle,
Callaghan & Co. Inc., a private investment management company with over U.S.$10 billion of  assets
under  management and headquartered in Pennsylvania. Mr.  Wasilov was a senior advisor at American
Express from  October  2003 to  March  2004  and was  President  and Chief  Operating  Officer  of
Rosenbluth  International from September  1999 to October  2003. Mr. Wasilov  has also held senior
executive positions at Eastman  Kodak Company and Xerox.  He holds an MBA  from the University  of
Rhode Island and a BS in Business Administration from Pennsylvania State University.

Mr. Wasilov is a member of the Corporate Governance and Nominating Committee.

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

 
(1)  For information regarding the Deferred Share Units ("DSUs"), see "Statement
     of  Corporate Governance  -- Compensation  of Directors"  and "Statement of
     Executive Compensation -- Key Executive Deferred Share Unit Plan."
 
(2)  The Board  of Directors  has determined  that the  Chief Executive  Officer
     shall  own at a  minimum the number  of Intrawest's shares  and DSUs with a
     market value of twice his salary plus bonus.
 
(3)  1,544,635 of the shares shown are held and beneficially owned by  companies
     which are controlled, directly or indirectly, by Mr. Houssian.
 
(4)  The  Deferred Share Units held by Mr. Houssian are held pursuant to the Key
     Executive  Deferred   Share  Unit   Plan.  See   "Statement  of   Executive
     Compensation  -- Key Executive  Deferred Share Unit  Plan." The information
     shown does not include  notional Common Shares  earned under the  Executive
     Long-Term  Incentive Plan. Such notional Common  Shares are not counted for
     purposes of the Chief Executive Officer's share ownership guidelines and do
     not attract dividend equivalents. See "Statement of Executive  Compensation
     -- Executive Long-Term Incentive Plan."
 
(5)  As  indicated above, Mr.  MacDougall is a  partner of Connor,  Clark & Lunn
     Investment Management Partnership ("CC&L"). CC&L acts as investment counsel
     for Connor,  Clark  & Lunn  Investment  Management Ltd.,  which,  exercises
     control  and direction over 657,800 Common Shares as investment manager for
     certain investment funds as at the date hereof.
 
                                        4

 
(6)  Mr. Novelly is  being nominated  in accordance  with the  provisions of  an
     Agreement  and Plan of Merger among Intrawest and, among others, the former
     stockholders of Copper  Mountain, Inc.  and CMAT,  Inc., whereby  Intrawest
     covenanted  to cause  a nominee  of such  stockholders to  be nominated for
     appointment to the Board.
 
(7)  Mr. Novelly shares voting power and  investment power over 52,201 of  these
     shares,  which are  held by  a corporation  of which  he is  a director and
     officer. Mr. Novelly disclaims beneficial ownership of these shares.
 
APPOINTMENT AND REMUNERATION OF AUDITORS
 
     The Board of  Directors recommends  that KPMG  LLP, Chartered  Accountants,
Vancouver, British Columbia be appointed as auditors of Intrawest to hold office
until  the close of the next annual meeting of shareholders. KPMG LLP has served
as the auditors of Intrawest since 1997. It is proposed that the remuneration to
be paid to the auditors be determined by the Audit Committee.
 
     THE PERSONS NAMED IN THE ENCLOSED PROXY INTEND TO VOTE FOR THE  APPOINTMENT
OF  KPMG LLP, CHARTERED ACCOUNTANTS, AS THE AUDITORS OF INTRAWEST TO HOLD OFFICE
UNTIL THE CLOSE OF THE NEXT ANNUAL MEETING AND TO AUTHORIZE THE AUDIT  COMMITTEE
TO FIX THE REMUNERATION OF THE AUDITORS.
 
     In  keeping with its  mandate, the Audit Committee  has reviewed the nature
and amount of  non-audit services provided  by KPMG LLP  to Intrawest to  ensure
auditor  independence. The  fees rendered  by KPMG  LLP for  audit and non-audit
services for the two  years ended June 30,  2005 and June 30,  2004 are set  out
below.
 


                                                                 US$000
                                                              -------------
TYPE OF FEES                                                  2005    2004
------------                                                  -----   -----
                                                                
Audit fees..................................................  2,553   1,789
Audit-related services......................................    814     477
Tax services fees...........................................    364     455
All other fees..............................................      8      43
                                                              -----   -----
Totals......................................................  3,739   2,764
                                                              =====   =====

 
     Audit  fees include professional services rendered by the external auditors
to perform the annual  audit and quarterly  reviews of Intrawest's  consolidated
financial  statements,  French  translating services  for  quarterly  and annual
financial statements,  and accounting  consultations  and services  required  by
legislation  such as comfort letters, consents,  reviews of security filings and
statutory audits.
 
     Audit-related  services  include   accounting  consultations  on   proposed
transactions,  internal control reviews and  audits of subsidiaries not required
by legislation or regulation.
 
     Tax services fees include all services for tax compliance, tax planning and
tax advice.
 
OTHER MATTERS TO BE ACTED UPON
 
     Management of Intrawest knows of no matters which may be brought before the
Meeting other than those referred to  in the Notice of Annual Meeting.  However,
if  other matters are properly brought before  the Meeting, the persons named in
the enclosed  proxy intend  to vote  on such  matters in  accordance with  their
judgment.
 
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
 
     Except as disclosed herein, none of the directors or officers of Intrawest,
no proposed nominee for election as a director of Intrawest, none of the persons
who  have  been  directors  or  officers of  Intrawest  since  the  beginning of
Intrawest's last completed financial year and  no associate or affiliate of  any
of  the foregoing have any material interest,  direct or indirect, in any matter
to be acted upon at the Meeting other than the election of directors.
 
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
 
     None of the directors or officers of Intrawest, no directors or officers of
a body corporate  that is itself  an insider  or a subsidiary  of Intrawest,  no
person  or  company  who  beneficially  owns,  directly  or  indirectly,  voting
securities of  Intrawest  or who  exercised  control or  direction  over  voting
securities  of Intrawest or a combination of  both carrying more than 10% of the
voting rights  attached  to  any  class  of  outstanding  voting  securities  of
Intrawest  entitled to  vote in connection  with any matters  being proposed for
consideration at the Meeting, no proposed director or nominee for election as  a
director  of the Intrawest and no associate or affiliate of any of the foregoing
have or had  any material interest,  direct or indirect,  in any transaction  or
proposed   transaction   since   the   beginning   of   the   Intrawest's   last
 
                                        5

 
financial year which has materially affected or would or could materially affect
the Intrawest or any of its subsidiaries.
 
STATEMENT OF CORPORATE GOVERNANCE
 
GENERAL
 
     Intrawest is committed  to the highest  standards of corporate  governance.
The  Board  and each  of  its committees  have  continued to  refine Intrawest's
governance policies and practices  in light of  regulatory initiatives in  North
America that have been adopted to improve corporate governance.
 
     Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate
Governance   Practices  ("NI  58-101")  and  National  Policy  58-201  Corporate
Governance Guidelines ("NP 58-201")  were adopted in each  of the provinces  and
territories  of Canada.  NI 58-101  requires issuers  to disclose  the corporate
governance practices  that they  have adopted.  NP 58-201  provides guidance  on
corporate   governance  practices.   In  addition,   Intrawest  is   subject  to
Multilateral Instrument 52-110  -- Audit  Committee, which has  been adopted  in
various   Canadian  provinces  and  territories  and  which  prescribes  certain
requirements in relation to audit committees.
 
     The Board  has  reviewed  Intrawest's  corporate  governance  practices  in
response  to the U.S. Sarbanes-Oxley  Act of 2002, applicable  rules of the U.S.
Securities and Exchange Commission, and the NYSE Corporate Governance  Standards
(the  "NYSE  Standards").  The  Board  will  continue  to  review  its corporate
governance practices on an ongoing basis in response to the evolving  standards.
Intrawest's  corporate  governance  does  not  differ  significantly  from  that
followed by U.S. domestic corporations under the NYSE Standards.
 
     Intrawest has  adopted  Standards  of  Business  Conduct  that  govern  the
behavior  of its directors, officers and  employees. The standards are available
on Intrawest's web  site at  www.intrawest.com and at  www.sedar.com. The  Audit
Committee is responsible for monitoring compliance with the standards.
 
     The corporate governance practices adopted by Intrawest are set out below.
 
BOARD OF DIRECTORS
 
     Intrawest's  Board of  Directors assumes responsibility  for stewardship of
the Corporation. The mandate of the Board is to supervise the management of  the
business  and  affairs  of the  Corporation,  with the  objective  of increasing
shareholder value. In fulfilling its mandate, the Board, among other things, has
the following duties and objectives:
 
     -  adoption of a strategic planning process for the Corporation
 
     -  succession  planning  for  the  Corporation  including  appointing   and
        monitoring senior management
 
     -  development  and maintenance  of written  position descriptions  for the
        CEO, the Lead director and the chair of each Committee of the Board
 
     -  identification of the principal risks of the Corporation's business  and
        ensuring the implementation of appropriate systems to manage these risks
 
     -  adoption of a communications policy for the Corporation
 
     -  the  integrity  of  the Corporation's  internal  control  and management
        information systems.
 
     The Board of Directors has adopted the formal mandate set out in Schedule A
to this Information Circular.
 
     On an  ongoing basis,  as  part of  regular  Board meetings  the  directors
receive  presentations  from  management personnel  and  outside  consultants to
improve their understanding  of Intrawest's business.  In addition, meetings  of
the  Board are regularly held at Intrawest's resort locations in order to assist
the directors in better understanding  Intrawest's operations. The frequency  of
meetings,  as well as  the nature of  items discussed, depend  upon the state of
Intrawest's affairs and the opportunities  or risks that Intrawest faces.  There
were seven meetings of the Board during the year ended June 30, 2005.
 
     New  directors are provided with  a comprehensive orientation and education
program approved by  the Corporate  Governance and  Nominating Committee,  which
includes  information regarding the nature and operation of Intrawest's business
and the role  of the Board,  its committees  and its directors.  In addition  to
having  extensive  discussions  with the  Chairman  of  the Board  and  the Lead
director with respect to the business and operations of Intrawest, new directors
receive a record of historical public information concerning Intrawest  together
with  the mandates  and prior  minutes of meetings  of the  Board and applicable
committees of the Board. The orientation
 
                                        6

 
provides new  directors  with an  understanding  of  the nature  and  extent  of
Intrawest's business, as well as the role of the Board and the Board committees,
and  the contribution that individual directors  are expected to make (including
the commitment of time and resources that Intrawest expects from directors).
 
     The Board of Directors consists of nine independent directors as set out in
pages two to four of this  Information Circular, and Mr. Houssian, the  Chairman
of  the Board, President and Chief  Executive Officer of Intrawest. Mr. Houssian
is not  independent  as  a result  of  his  management role  in  Intrawest.  Mr.
MacDougall,  who  is  an  independent  director,  has  been  designated  as Lead
director. As  standard  procedure,  the  independent  directors  hold  regularly
scheduled meetings at least four times a year at which non-independent directors
and members of management are excluded. There were four such meetings during the
year  ended June  30, 2005.  Mr. MacDougall, as  Lead director,  chairs all such
meetings as well as all  meetings of the Board.  In addition, Mr. MacDougall  is
expected  to act as the  leader of the other  independent directors to encourage
and facilitate open and  candid discussion among  the independent directors  and
the  exercise by the directors  of independent judgment to  help ensure that the
Board carries out its duties and responsibilities successfully.
 
DECISIONS REQUIRING PRIOR BOARD APPROVAL
 
     In addition  to those  matters which  must by  law or  by the  articles  or
by-laws  of  Intrawest be  approved  by the  Board  of Directors,  management is
required to seek Board approval for  major transactions. The Board of  Directors
has  delegated to senior management the authority to enter into various types of
transactions,   including   financing   transactions,   subject   to   specified
limitations.  Transactions  or  agreements in  respect  of which  a  director or
executive officer  has a  material interest  must be  approved by  the Board  of
Directors.  In appropriate  cases the  Board may  require a  director who  has a
material interest  in  a  proposed  contract  or  transaction,  in  addition  to
disclosing  the nature  and extent  of the  interest as  required by  law, to be
absent from a meeting of the directors at which such transaction or agreement is
being discussed. In addition, in an  appropriate case, the Board could  consider
forming  a special  ad hoc  independent committee of  the Board  to consider the
proposed contract  or  transaction.  The  Board  will  at  all  times  encourage
directors  to  exercise  independent judgment  in  considering  transactions and
agreements in respect of  which a director or  executive officer has a  material
interest.
 
COMMITTEES
 
     Intrawest  has an  Audit Committee,  a Corporate  Governance and Nominating
Committee and a Human Resources Committee. Set out below is a description of the
committees of the Board, their mandates and their activities.
 
AUDIT COMMITTEE
 
     The Audit Committee reviews the annual and interim financial statements  of
Intrawest  and certain other public  disclosure documents required by regulatory
authorities and  makes  recommendations  to  the  Board  with  respect  to  such
statements  and documents. The Committee also makes recommendations to the Board
regarding the appointment of independent auditors, reviews the nature and  scope
of the annual audit as proposed by the auditors, and reviews with management the
risks inherent in Intrawest's business and the risk management programs relating
thereto.  The roles and responsibilities of the Audit Committee are specifically
defined so as to provide appropriate  guidance to committee members as to  their
duties.  The Committee provides  and facilitates a  direct line of communication
between Intrawest's external and internal auditors and the Board to discuss  and
review specific issues as appropriate. The Committee's duties include overseeing
and  reviewing  with the  auditors and  management  the adequacy  of Intrawest's
internal accounting control procedures and systems.
 
     The Audit  Committee is  composed entirely  of independent  directors.  The
Committee met four times during the year ended June 30, 2005.
 
     Under  the U.S.  Sarbanes-Oxley Act and  related SEC  rules, Intrawest must
disclose whether  the Audit  Committee is  composed of  at least  one  financial
expert, as defined in those rules. In addition, the NYSE requires that all Audit
Committee  members be financially  literate. Mr. Manheim,  Chairman of the Audit
Committee, is a "financial  expert" and all members  of the Audit Committee  are
"financially  literate," as these  terms are defined  in the Sarbanes-Oxley Act,
applicable SEC rules and applicable NYSE rules.
 
                                        7

 
     The full mandate of the  Audit Committee is set out  in Schedule B to  this
Information  Circular.  See also  "Audit  Committee Information"  in Intrawest's
Annual Information Form for  the year ended June  30, 2005 for more  information
concerning the Audit Committee and its members.
 
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
 
     The  Corporate Governance and  Nominating Committee is  responsible for the
nomination process for directors of Intrawest and for developing, monitoring and
assessing Intrawest's  corporate governance  system,  the effectiveness  of  the
Board  of Directors, its size and composition, its committees and the individual
performance of its directors. The Board has implemented procedures to be carried
out by the  Committee to annually  assess the  effectiveness of the  Board as  a
whole, the Board committees and the contribution of individual directors, and to
consider performance-enhancing measures, recruit new directors from time to time
and  review Board processes. The Committee regularly considers what competencies
and skills that the  Board, as a whole,  requires and assesses the  competencies
and  skill  sets of  the  current Board  as a  group,  and the  contributions of
individual directors, and identifies any additional competencies and skill  sets
the  Committee might consider to be  beneficial when considering potential Board
candidates. The  Committee maintains  a  list of  potential candidates  for  its
future consideration.
 
     The Corporate Governance and Nominating Committee annually reviews the size
of  the Board and  assesses what the  Committee considers to  be the appropriate
size of the Board with a  view to facilitating effective decision making.  Where
appropriate,  the Committee makes recommendations to the Board for change in the
size of the  Board. The Corporate  Governance and Nominating  Committee and  the
Board  have determined  that nine  to 12  directors is  an appropriate  size for
Intrawest's Board  to  facilitate  effective  and  efficient  communication  and
decision making.
 
     The  Committee ensures that an annual strategic planning process and review
is carried out and periodically reviews the directors' and officers' third-party
liability insurance to ensure adequacy of coverage. The Corporate Governance and
Nominating Committee  is  also responsible  for  providing orientation  for  new
members of the Board and continuing education for all Board members.
 
     The  Corporate  Governance  and  Nominating  Committee  periodically  makes
industry comparisons  of directors'  compensation in  light of  their risks  and
responsibilities  and reviews and  makes recommendations to  the Board regarding
the adequacy and form of the  compensation of the directors. The Board  believes
that  the form and amount of compensation  of directors is sufficient to reflect
realistically the  responsibilities and  risks involved  in being  an  effective
director.
 
     The  Corporate  Governance and  Nominating  Committee undertakes  an annual
assessment of the overall performance and effectiveness of the Board as a whole,
its  committees  and   the  contribution  of   individual  members.  An   annual
questionnaire  is  used  in the  evaluation  of the  contribution  of individual
directors. Formal interviews with each  director and each member of  Intrawest's
executive  leadership team  are carried out  annually by the  Lead director with
respect to this matter. Such assessment includes, in the case of the Board or  a
Board  committee, its  mandate, and,  in the  case of  individual directors, any
applicable position description,  as well  as the competencies  and skills  each
individual  director is expected to bring to the Board and willingness to devote
the necessary time and energy to the performance of their duties. Each committee
mandate specifically authorizes such committee to retain outside advisors as  it
deems necessary to carry out its duties. In addition, the Board is provided with
continuing  education through  in-person presentations  by outside  experts on a
broad range  of topics  applicable to  Intrawest's business  or through  courses
taken at the director's discretion.
 
     The  Corporate Governance  and Nominating Committee  has the responsibility
for developing,  monitoring  and  assessing Intrawest's  approach  to  corporate
governance, including considering the guidance on corporate governance practices
set out in NP 58-201 and developing a set of corporate governance principles and
guidelines that are specifically applicable to Intrawest.
 
     The  Corporate Governance and Nominating  Committee is composed entirely of
independent directors. The Committee met three times during the year ended  June
30, 2005.
 
     The  full mandate of  the Corporate Governance  and Nominating Committee is
set out in Schedule C to this Information Circular.
 
                                        8

 
HUMAN RESOURCES COMMITTEE
 
     The Human Resources Committee is  responsible for reviewing the levels  and
form  of total compensation paid to  Intrawest's employees and for administering
Intrawest's share compensation and long-term  incentive plans. The Committee  is
responsible  for reviewing and making recommendations to the Board regarding the
corporate goals and objectives relevant  to compensation of the Chief  Executive
Officer  and Chief  Financial Officer and  regularly evaluates  and assesses the
performance of the Chief  Executive Officer and the  Chief Financial Officer  in
light  of those corporate goals and objectives and determines their compensation
and benefits based on that evaluation. It also reviews and recommends a plan  of
succession  for Intrawest's senior management.  The Committee is responsible for
reviewing Intrawest's organizational structure and  design to determine if  they
are  appropriate to carry out the business  of Intrawest. In addition, the Human
Resources Committee produces for  review and approval by  the Board a report  on
executive compensation for inclusion in Intrawest's information circular.
 
     The Human Resources Committee on a regular basis hires outside compensation
and  benefit consultants to assist it in its review and deliberations, including
benchmarking and  comparison of  Intrawest's compensation  and benefits  against
competitors and others in the real estate, travel and resort sectors. During the
year  ended  June  30,  2005,  the  Human  Resources  Committee  retained Hewitt
Associates,  an  international  compensation  consulting  company,  to   provide
independent  advice with  respect to the  levels and methods  of compensation of
executive officers.
 
     The  Human  Resources  Committee   is  composed  entirely  of   independent
directors. The Committee met six times during the year ended June 30, 2005.
 
     The  full mandate of the Human Resources Committee is set out in Schedule D
to this Information Circular.
 
                         ATTENDANCE RECORD OF DIRECTORS
                        FOR THE YEAR ENDED JUNE 30, 2005
 


                                                        BOARD     COMMITTEE   % OF BOARD   % OF COMMITTEE
                                                       MEETINGS   MEETINGS     MEETINGS       MEETINGS
NAME                                                   ATTENDED   ATTENDED     ATTENDED       ATTENDED
----                                                   --------   ---------   ----------   --------------
                                                                               
Joe Houssian.........................................  7 of 7       --         100               --
Daniel Jarvis(1).....................................  6 of 6       --         100               --
David King...........................................  6 of 7     7 of 7        86              100
Gordon MacDougall....................................  7 of 7     9 of 9       100              100
Paul Manheim.........................................  7 of 7     9 of 9       100              100
Marti Morfitt(2).....................................  1 of 2     1 of 1        50              100
Paul Novelly.........................................  5 of 7     4 of 7        71               57
Bernard Roy..........................................  5 of 7     5 of 6        71               83
Khaled Sifri.........................................  5 of 7     3 of 3        71              100
Nicholas Villiers....................................  5 of 7     6 of 6        71              100
Alex Wasilov(2)......................................  2 of 2     1 of 1       100              100

 
---------------
 
(1)  Mr. Jarvis resigned as a director effective February 7, 2005.
 
(2)  Ms. Morfitt and Mr. Wasilov were appointed as directors effective  February
     7, 2005.
 
BOARD SHARE OWNERSHIP GUIDELINES
 
     The  Board  of Directors  has adopted  share  ownership guidelines  for its
directors to promote  meaningful Common  Share ownership.  Under the  guidelines
each member of the Board is to hold a minimum of US $100,000 in Common Shares or
Deferred  Share  Units of  Intrawest.  This requirement  is  to be  fulfilled by
December 31, 2007.
 
                                        9

 
COMPENSATION OF DIRECTORS
 
     Non-management directors of Intrawest are entitled to receive an annual fee
for acting as a director on the Board and each committee served, plus a  further
fee  for each Board and committee meeting attended. The fees are outlined in the
table below. In addition, non-management directors are reimbursed for travel and
other expenses incurred for attendance at Board and committee meetings.
 


                                                           (IN UNITED STATES DOLLARS)
                                                           --------------------------
                                                        
Regular Board service
  Annual retainer........................................           $25,000
  Meeting fee............................................           $ 1,250
  Annual equity grant....................................          500 DSUs
Committee service: Audit
  Annual Chair retainer..................................           $10,000
  Annual Member retainer.................................           $ 2,500
Committee service: All other committees
  Annual Chair retainer..................................           $ 5,000
Lead Director
  Annual retainer........................................           $15,000

 
     In November 2004 Intrawest adopted a Director Deferred Share Unit Plan. The
Plan is administered by the Corporate Governance and Nominating Committee. Under
the Plan, non-management directors are entitled  to receive 500 DSUs on June  30
in  each year,  commencing June  30, 2005,  as compensation  for service  on the
Board. In addition, directors are entitled to elect to receive DSUs in lieu of a
percentage of  the  annual  fees  or  retainers for  service  on  the  Board  or
committees  for the next calendar year. A DSU is a bookkeeping entry, equivalent
to the value of an Intrawest common share, credited to an account maintained for
the director  until retirement.  Additional DSUs  are credited  to  participants
corresponding  to  dividends declared  on the  common  shares. Following  a non-
management director  ceasing to  be a  director of  Intrawest, a  lump sum  cash
payment,  net of any  applicable tax withholdings,  equal to the  number of DSUs
credited to the director's  account multiplied by the  average closing price  of
the  common shares on the NYSE at the  time of their retirement, will be paid to
the director 30 days after such termination.
 
     The following  table  summarizes the  cash  compensation in  United  States
dollars  that was paid or would have been paid to each director of Intrawest for
the year ended June 30, 2005 if  such director had not chosen to participate  in
the Director Deferred Share Unit Plan.
 


                                                              (IN UNITED STATES DOLLARS)
                                 ------------------------------------------------------------------------------------
                                                                                                            ELECTED
                                                        COMMITTEE     LEAD                                 PERCENTAGE
                                  BOARD     COMMITTEE     CHAIR     DIRECTOR   ATTENDANCE      TOTAL          PAID
DIRECTOR                         RETAINER   RETAINERS   RETAINER    RETAINER      FEES      COMPENSATION    IN DSUS
--------                         --------   ---------   ---------   --------   ----------   ------------   ----------
                                    $           $           $          $           $             $             %
                                                                                      
Joe Houssian...................       --         --          --          --          --            --          --
Daniel Jarvis(1)...............       --         --          --          --          --            --          --
David King.....................   25,000      2,500       5,000          --      14,750        47,250          50
Gordon MacDougall..............   25,000        625       1,250      15,000      16,250        58,125         100
Paul Manheim...................   25,000         --      10,000          --      18,000        53,000          25
Marti Morfitt..................   12,500         --          --          --       2,500        15,000          --
Paul Novelly...................   25,000      2,500          --          --       9,000        36,500         100
Bernard Roy....................   25,000         --       3,750          --       9,750        38,500          --
Khaled Sifri...................   25,000         --          --          --       8,500        33,500         100
Nicholas Villiers..............   25,000         --          --          --      13,000        38,000         100
Alex Wasilov...................   12,500         --          --          --       3,750        16,250         100

 
---------------
 
(1)  Mr. Jarvis resigned as a director effective February 7, 2005.
 
     Mr.  Villiers has entered into a  contract with Intrawest for the provision
of consulting  services in  connection with  Intrawest's majority  ownership  in
Abercrombie  & Kent, a luxury adventure-travel  company. For the year ended June
30, 2005,  Intrawest incurred  consulting  service fees  of  US $60,000  to  Mr.
Villiers.
 
                                        10

 
REPORT ON EXECUTIVE COMPENSATION
 
COMPOSITION OF THE HUMAN RESOURCES COMMITTEE
 
     The  Human  Resources  Committee  (the  "Committee")  is  composed  of four
independent members  of the  Board  of Directors.  The  current members  of  the
Committee are Messrs. MacDougall, Roy and Villiers and Ms. Morfitt. No member of
the  Committee is or was  during the most recently  completed financial year, an
officer or employee of Intrawest or any of its subsidiaries, nor was formerly an
officer of Intrawest or any of its subsidiaries, nor had or has any relationship
that requires  disclosure  under  "Interest  of  Informed  Persons  in  Material
Transactions" or "Indebtedness of Directors and Executive Officers." Ms. Morfitt
became a member of the Committee in May 2005.
 
EXECUTIVE COMPENSATION STRATEGY
 
     Intrawest's   executive  compensation  strategy   combines  salary,  annual
incentives and long-term incentives with  a program of benefits and  perquisites
to  form an integrated  compensation strategy designed  to achieve the following
objectives:
 
     -  to  encourage  and  reward   entrepreneurial  management  by  having   a
        significant proportion of compensation relate to business performance.
 
     -  to  attract and  retain executives on  a competitive  basis across North
        America.
 
     -  to ensure commonality of  interest between shareholders and  management,
        both short-term and long-term.
 
     From  time to time  the Committee undertakes a  comprehensive review of the
compensation plans  for  Intrawest's senior  executives  with the  objective  of
ensuring   that  the  plans  meet   the  objectives  cited  above.  Professional
consultants are  engaged  to assist  the  Committee. These  consultants  develop
comparable  compensation groups,  conduct compensation  surveys, and  advise the
Committee about the  structuring of  compensation arrangements  that would  meet
Intrawest's    objectives.   The   Committee   incorporates   the   consultants'
recommendations in the compensation determinations. The Committee will  continue
to  employ this process and review the  compensation plans on a regular basis to
ensure that  they  reflect  properly  the  business  strategy  and  compensation
objectives of Intrawest.
 
     Total compensation is targeted to be competitive to a "Comparator Group," a
comparable  group of leisure and resort  companies in North America, and general
industry of  a  similar revenue  size.  As  an overriding  goal,  the  Committee
structures its compensation plans to place more emphasis on long-term incentives
than  on  short-term remuneration.  For each  of  the Named  Executive Officers,
approximately 50% of  their remuneration  is based on  financial performance  of
Intrawest or their division.
 
BASE SALARIES
 
     Base  salaries are established by reference  to the Comparator Group and of
general industry companies of similar size.
 
ANNUAL INCENTIVES
 
     Intrawest provides opportunities to earn  annual incentive awards that  are
based  upon the achievement of personal performance goals and upon the financial
performance of  Intrawest.  For the  senior  executives, other  than  the  Chief
Executive  Officer, the annual  incentives range from  0% to 75%  of base salary
depending on performance. For the Chief Executive Officer, the annual incentives
range from  0% to  100% of  base  salary depending  on performance.  The  annual
incentive  awards  are determined  by  reference to  corporate  financial goals,
strategic objectives  and  subjective  matters. The  corporate  financial  goals
represent  approximately  60%  of  the potential  overall  award,  the strategic
objectives  represent  approximately  30%   and  subjective  matters   represent
approximately 10%.
 
     For  the  Named Executive  Officers,  the performance  and  strategic goals
differ by individual. Financial goals  were measured with reference to  earnings
per  share, EBITDA, net debt and Common  Share price performance. In fiscal 2005
overall corporate financial  objectives were met,  although results differed  by
division or business entity.
 
KEY EXECUTIVE DEFERRED SHARE UNIT PLAN
 
     As  described under "Statement  of Executive Compensation  -- Key Executive
Deferred Share Unit  Plan," Intrawest has  a Key Executive  Deferred Share  Unit
Plan   that   allows   executive   officers  to   elect   annually   to  receive
 
                                        11

 
all  or  any portion  of  their annual  incentive  plan cash  award  which would
otherwise have become payable as deferred share units. The Committee administers
the Key Executive Deferred Share Unit  Plan, including monitoring the number  of
deferred share units credited to executive officers.
 
LONG-TERM INCENTIVE PLANS
 
(a)  EXECUTIVE LONG-TERM INCENTIVE PLAN
 
     As  described  under  "Statement  of  Executive  Compensation  -- Executive
Long-Term Incentive Plan," the Long-Term Incentive Plan ("LTIP") is a  long-term
performance-based  compensation plan. The plan provides for cash payments to the
participating key executive officers  following termination of employment  based
on  a  notional  number  of  Common  Shares  earned  in  relation  to cumulative
consolidated net income over four plan cycles. The Committee has determined that
the combination of corporate financial  performance and stock price  performance
provides  commonality  of  interest between  shareholders  and  senior executive
officers  by   linking  compensation   with  long-term   results  achieved   for
shareholders.
 
     All Named Executive Officers, other than Mr. Currie, earned notional Common
Shares  in respect of the calculation period ended June 30, 2003 based, in part,
on the attainment of  certain financial performance goals  in the two  financial
years  ended June 30, 2004  and 2005. These goals  related to earnings per share
levels and net debt to EBITDA ratios. These goals were fully achieved.
 
     The rights of  participating executive  officers under the  LTIP are  taken
into  account  by  the  Committee when  considering  other  awards  of long-term
compensation for senior officers.
 
(b)  KEY EXECUTIVE EMPLOYEE BENEFIT PLAN
 
     As described under  "Statement of Executive  Compensation -- Key  Executive
Employee  Benefit Plan,"  Intrawest has  a Key  Executive Employee  Benefit Plan
under which the Committee, in 2002, granted awards of unvested shares that  were
purchased  in the  open market  to Messrs.  Houssian, Jarvis  and Raymond. These
shares have vested or will vest based on (i) the attainment of certain financial
performance goals related to  earnings per share and  net debt to EBITDA  ratios
for  the  two  financial years  ended  June  30, 2005,  and  (ii)  the continued
employment of  the  executive.  The  Committee  administers  the  Key  Executive
Employee  Benefit Plan  and monitors the  attainment of  the specified financial
performance goals  and the  determination of  vesting of  shares. The  Committee
approved the payment of an amount equal to dividends received on unvested shares
held  under the  plan as  additional contributions  which were  used to purchase
additional unvested shares under  the plan. The  remaining unvested shares  will
vest  in  December 2005  based on  retention, following  which the  Key Employee
Benefit Plan will expire. This  plan will be replaced  by the Return on  Capital
Plan described below.
 
(c)  RETURN ON CAPITAL PLAN
 
     Following   the  Committee's  most  recent   comprehensive  review  of  the
compensation  plan  for  Intrawest's   senior  executives,  the  Committee   has
determined  that Intrawest  should implement a  long-term incentive compensation
plan based on  achievement by Intrawest  of a  return on invested  capital on  a
cumulative  basis. The  plan period will  cover performance in  the fiscal years
2006 through 2008.  The new  plan will entitle  the executive  officers to  earn
notional Common Shares based on the cumulative return on invested capital and to
receive a cash payment following termination of employment based on the value of
Intrawest's  Common  Shares at  that time.  The  Plan will  measure EBITDA  as a
percentage of return of total invested capital including both equity and debt.
 
FUNDED SENIOR EMPLOYEE SHARE PURCHASE PLANS
 
     As described under  "Indebtedness of  Directors and  Executive Officers  --
Funded  Senior  Employee Share  Purchase Plan,"  Intrawest  has a  Funded Senior
Employee Share Purchase Plan that was adopted in 2002 under which Intrawest  may
make  loans to  designated eligible  employees to  be used  for the  purchase of
Common Shares in the open market.
 
     All loans outstanding under the 2002 Funded Senior Employee Share  Purchase
Plan to executive officers were made in 2002, prior to the implementation of the
U.S.  Sarbanes-Oxley Act of 2002 and  the rules and regulations made thereunder.
Following implementation of that legislation, the Committee has determined  that
no  further loans  will be  made under  Intrawest's 2002  Funded Senior Employee
Share Purchase Plan to executive officers.
 
                                        12

 
     Intrawest  also had a  Funded Senior Employee Share  Purchase Plan that was
adopted in  1992  under  which  Intrawest  made  loans  to  designated  eligible
employees to be used for the purchase of Common Shares issued from treasury. All
loans  outstanding  under this  plan  have been  repaid  and the  Plan  has been
terminated.
 
     All loans  to  executives  under  the 2002  Funded  Senior  Employee  Share
Purchase Plan are at the personal risk of the executive and no loans outstanding
under Intrawest's Funded Share Purchase Plans have been forgiven.
 
STOCK OPTION PLAN
 
     As  described elsewhere in this Information Circular, Intrawest has a stock
option program that is  offered to its senior  executive officers and a  broader
group  of managers. The amount and  terms of outstanding options, deferred share
units and unvested  share units  are taken into  account by  the Committee  when
determining  whether and how many  new option grants should  be made. During the
year ended June 30, 2005, the Committee approved the grant of options to acquire
a total of 416,500 Common Shares, representing 0.87% of Intrawest's  outstanding
Common Shares. The Committee has determined that it does not intend to grant new
options  to Intrawest's executive officers in the 2006 financial year, except in
possible circumstances involving new senior executive recruitment.
 
CHIEF EXECUTIVE OFFICER'S COMPENSATION
 
     The Chief  Executive Officer  participates  in all  of the  short-term  and
long-term  incentive  programs  as  summarized  elsewhere  in  this  Information
Circular. The base salary of the  Chief Executive Officer was determined by  the
Committee  after considering various factors, including information available to
the Committee  regarding base  salaries of  executives in  the Comparator  Group
received   from  Intrawest's  compensation  consultants.  The  bonus  under  the
short-term incentive arrangement awarded to the Chief Executive Officer in  2005
recognized  the  financial  performance  of  Intrawest  and  the  achievement of
corporate initiatives during that fiscal  period. In determining this award  the
Committee  referred to goals  and objectives established  annually for the Chief
Executive Officer.  Approximately 60%  of the  award was  based on  quantitative
financial  performance  of  Intrawest,  30%  on  the  achievement  of  strategic
corporate initiatives approved by the Committee and 10% on a subjective analysis
of the  Chief Executive  Officer's personal  contribution as  determined by  the
Committee.
 
     The financial objectives focused on earnings per share, EBITDA and net debt
to  EBITDA  ratios  and  Common Share  value  growth.  The  strategic objectives
included,  among  other  items,  the  execution  of  targeted  acquisitions  and
dispositions;  the establishment of long-term  marketing and branding plans; the
development of  human  resources; and  the  implementation of  new  real  estate
financing  and joint venture  initiatives. In addition to  the annual award, the
Chief Executive  Officer  met  certain  financial  goals  with  respect  to  the
long-term incentives as outlined in this report.
 
     This  Report on Executive Compensation is  submitted on behalf of the Human
Resources Committee of the Board:
 

                                      
Gordon H. MacDougall (Chair)             Bernard A. Roy
Marti Morfitt                            Nicholas C.H. Villiers

 
                                        13

 
PERFORMANCE GRAPH
 
     The  following graph compares  the cumulative total  return to shareholders
for Common Shares compared to the  S&P/TSX Composite Index and the S&P/TSX  Real
Estate  Index, assuming reinvestment of dividends at the market price on each of
the dividend payment dates. The  graph covers the period  from June 30, 2000  to
June 30, 2005.
 
                              [PERFORMANCE GRAPH]
 
                    CUMULATIVE VALUE OF A $100 INVESTMENT IN
                COMMON SHARES ASSUMING REINVESTMENT OF DIVIDENDS
 


                                         30-JUNE-00   30-JUNE-01   30-JUNE-02   30-JUNE-03   30-JUNE-04   30-JUNE-05
                                         ----------   ----------   ----------   ----------   ----------   ----------
                                                                                        
Intrawest Corporation..................     100          107           91           64           78          108
S&P/TSX Composite Index................     100           76           70           68           84           97
S&P/TSX Real Estate Index..............     100          111          118          114          151          197

 
                                        14

 
STATEMENT OF EXECUTIVE COMPENSATION
 
SUMMARY COMPENSATION TABLE
 
     The  following table provides  a summary of  the compensation earned during
each of the last three financial years by the Chief Executive Officer, the Chief
Financial Officer  and  Intrawest's  three  most  highly  compensated  executive
officers  other than the Chief Executive Officer and the Chief Financial Officer
(all  such  officers   are  hereafter  collectively   called  "Named   Executive
Officers").


------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
                                               ANNUAL COMPENSATION
                                   -------------------------------------------
 
                                                                  OTHER
                                                                  ANNUAL
                                    SALARY(2)    BONUS(3)    COMPENSATION(4)
NAME AND PRINCIPAL POSITION  YEAR      ($)         ($)             ($)
------------------------------------------------------------------------------------------------------------------------------------
                                                
  JOE S. HOUSSIAN            2005    934,774           --         90,138
  Chairman, President and    2004    830,349           --         94,628
  Chief Executive Officer    2003    641,447       32,146         86,374
------------------------------------------------------------------------------
  DANIEL O. JARVIS(8)        2005    475,390       89,136         16,084
  President and Chief        2004    422,172      259,636         16,854
  Executive Officer,         2003    340,930      102,983         16,588
  Leisure
  and Travel Group
------------------------------------------------------------------------------
  HUGH R. SMYTHE             2005    379,352       71,128          6,453
  President and Chief        2004    337,038      113,751         14,187
  Operating Officer,         2003    261,138      148,753         13,220
  Leisure
  and Travel Group
------------------------------------------------------------------------------
  GARY L. RAYMOND            2005    435,374      293,878         19,345
  President and Chief        2004    386,019      269,248         20,260
  Executive Officer,         2003    298,444      103,936         17,046
  Intrawest Placemaking
------------------------------------------------------------------------------
  JOHN E. CURRIE(8)          2005    240,096       84,634             --
  Chief Financial Officer    2004    168,268       86,387             --
------------------------------------------------------------------------------
------------------------------------------------------------------------------
 

------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
                                           LONG-TERM COMPENSATION
                             --------------------------------------------------
                                                   AWARDS
                             --------------------------------------------------
                                SECURITIES
                                  UNDER            DEFERRED
                                 OPTIONS             SHARE            LTIP          ALL OTHER
                                 GRANTED           UNITS(5)        PAYOUTS(6)    COMPENSATION(7)
NAME AND PRINCIPAL POSITION        (#)                ($)              ($)             ($)
---------------------------
                                                                                    
  JOE S. HOUSSIAN                 68,000            747,819         1,090,881        306,788
  Chairman, President and         65,000            747,314           651,669        283,487
  Chief Executive Officer         91,000            222,840         2,154,007         23,679
------------------------------------------------------------------------------
  DANIEL O. JARVIS(8)             34,000                 --           163,618         19,982
  President and Chief             33,000                 --            97,742         17,964
  Executive Officer,              71,000                 --           323,095         14,433
  Leisure
  and Travel Group
------------------------------------------------------------------------------
  HUGH R. SMYTHE                  34,000                 --            81,809         17,541
  President and Chief             33,000                 --            48,871         16,015
  Operating Officer,              46,000                 --           161,547         12,413
  Leisure
  and Travel Group
------------------------------------------------------------------------------
  GARY L. RAYMOND                 34,000                 --            81,809         19,116
  President and Chief             33,000                 --            48,871         17,391
  Executive Officer,              46,000                 --           161,547         13,667
  Intrawest Placemaking
------------------------------------------------------------------------------
  JOHN E. CURRIE(8)               34,000                 --                --          8,009
  Chief Financial Officer         10,000                 --                --          3,861
------------------------------------------------------------------------------
------------------------------------------------------------------------------

 
(1)  All  dollar amounts in the Summary  Compensation Table and footnotes are in
     United States dollars, unless otherwise  indicated. The following rates  of
     exchange  were used  to convert  Canadian dollar  amounts to  United States
     dollar amounts for  the fiscal  years indicated:  2005 --  1.2495; 2004  --
     1.3428; 2003 -- 1.5112.
 
(2)  Salary  amounts for  all Named  Executive Officers  reflect Canadian dollar
     salaries approved by the Human  Resources Committee and paid by  Intrawest,
     converted  to United States dollar amounts  at the average rate of exchange
     indicated in footnote 1.
 
(3)  The amounts in this column exclude any portion of a bonus earned in a  year
     that  the Named Executive Officer elected to forego under the Key Executive
     Deferred Share Unit Plan. Mr. Houssian elected in all three years to forego
     his cash bonus and as a result  he received Deferred Share Units. See  "Key
     Executive Deferred Share Unit Plan."
 
(4)  The  value  of  perquisites and  benefits  earned by  each  Named Executive
     Officer is less than the lesser of Cdn.$50,000 and 10% of his total  annual
     salary  and bonus. The amounts in  this column include the imputed interest
     benefit (computed in accordance  with the Income Tax  Act (Canada)) to  the
     Named  Executive  Officers of  the interest-free  loans  made to  the Named
     Executive Officers  pursuant to  Intrawest's Funded  Senior Employee  Share
     Purchase  Plans (see "Indebtedness  of Directors and  Executive Officers --
     Funded Senior Employee  Share Purchase  Plans") and the  value of  dividend
     equivalent  DSUs credited to  the Named Executive  Officer corresponding to
     dividends declared on Common Shares during the financial year (based on the
     average closing price of  the Common Shares on  the Toronto Stock  Exchange
     for the five trading days preceding the dates of the dividend payment) (see
     "Key  Executive Deferred  Share Unit  Plan.") and  the value  of additional
     unvested shares purchased  under the  Key Executive  Employee Benefit  Plan
     with  additional  contributions  under  that  plan  approved  by  the Human
     Resources Committee in amounts equal  to dividends paid on unvested  shares
     held under that plan (see "Key Executive Employee Benefit Plan").
 
(5)  Under  the  Key Executive  Deferred Share  Unit  Plan, the  Named Executive
     Officers participating therein can elect, prior to the award of a bonus  in
     any  year,  to forego  all or  any portion  of the  cash bonus  which would
     otherwise have become payable to them in respect of the year and to receive
     DSUs having a value equivalent to the  bonus foregone, which is set out  in
     the  table. A  total of  29,720 deferred share  units were  credited to Mr.
     Houssian in 2005  (2004 -- 43,161;  2003 -- 15,444).  All DSUs are  vested.
     Additional  DSUs  are credited  under the  plan corresponding  to dividends
     declared on Common Shares at the then prevailing trading price.
 
(6)  No payments have been made in respect of the notional Common Shares  earned
     over time for each of the calculation periods under the Long-Term Incentive
     Plan.  For the calculation period ended  June 30, 2003 (after giving effect
     to an adjustment factor for such period that was based on the attainment of
     certain financial performance goals in  the two financial years ended  June
     30,  2005), the  Named Executive  Officers other  than Mr.  Currie earned a
     number of notional  Common Shares as  disclosed under "Executive  Long-Term
     Incentive Plan." The payments to each participant will not be determined or
     made  until such participant  ceases to hold any  office or employment with
     Intrawest or  any of  its subsidiaries.  The amounts  shown for  each  year
     represent  the  value  of  the  portion  of  such  notional  Common  Shares
 
                                        15

 
     that vested at  the end  of such  year based on  the closing  price of  the
     Common shares on the Toronto Stock Exchange at such time (and, as described
     under  such  heading,  are  subject  to  reduction  by  up  to  10%  if the
     calculation period ending June 30,  2008 has a cumulative consolidated  net
     loss).
 
(7)  The  amounts in  this column  include Intrawest's  contributions to defined
     contribution  pension  plans,  premiums   for  group  life  insurance   and
     contributions  made by Intrawest to  the Named Executive Officers' accounts
     pursuant to Intrawest's Employee Share  Purchase Plan. The amounts for  Mr.
     Houssian  in  each of  2005  and 2004  include  Cdn.$340,000 in  respect of
     premiums paid on a  life insurance policy for  the benefit of Mr.  Houssian
     and his spouse.
 
(8)  Mr.  Jarvis was the  Chief Financial Officer  until May 10,  2004, when Mr.
     Currie became the Chief Financial Officer.
 
(9)  In 2002 Intrawest made contributions to a trustee to purchase Common Shares
     in the  open market  which have  been held  pursuant to  the Key  Executive
     Employee  Benefit  Plan.  See  "Key Executive  Employee  Benefit  Plan." As
     described under that  heading, certain  of these shares  vested during  the
     year  ended June 30, 2005. The  number and value (calculated by multiplying
     the closing market  price of  the Common  Shares on  June 30,  2005 on  the
     Toronto  Stock Exchange by the number  of unvested shares) of the aggregate
     holdings of unvested shares of each of the Named Executive Officers at  the
     end  of the most  recently completed financial year  were: Joe S. Houssian:
     77,774; Cdn.$2,285,778; Daniel O.  Jarvis: 41,479; Cdn.$1,219,068; Gary  L.
     Raymond:  50,367; Cdn.$1,480,286. The shares for  Mr. Houssian have now all
     vested. The remaining unvested shares will  vest in December 2005 based  on
     retention, following which the Key Employee Benefit Plan will expire.
 
  KEY EXECUTIVE DEFERRED SHARE UNIT PLAN
 
     Intrawest's  Key  Executive  Deferred  Share  Unit  Plan  allows  executive
officers to  elect  annually to  receive  all or  any  portion of  their  annual
incentive  plan cash award ("Annual Incentive  Award") that would otherwise have
become payable to them as  deferred share units, or  DSUs. The actual number  of
DSUs  credited to an executive officer is  determined on the day that the Annual
Incentive Award becomes payable (such  date being set out  in the notice of  the
Annual  Incentive Award)  by dividing the  dollar amount elected  by the average
closing price of the Common  Shares on the Toronto  Stock Exchange for the  five
trading  days preceding such date. Additional  DSUs are credited to participants
corresponding to  dividends declared  on Common  Shares at  the then  prevailing
trading  price.  Following  the  participant  ceasing  to  hold  any  office  or
employment with Intrawest or of any subsidiary or related party, a lump sum cash
payment, net of  any applicable tax  withholdings, equal to  the number of  DSUs
credited to the participant's account multiplied by the average closing price of
the Common Shares for the five trading days preceding the date of payment, which
will be 30 days after such termination.
 
  EXECUTIVE LONG-TERM INCENTIVE PLAN
 
     The Long-Term Incentive Plan (the "LTIP") was established in June 1995. The
Committee  approved amendments in July 2000 and  June 2004 to more closely align
management incentives  with overall  corporate objectives.  Under the  LTIP  six
employees  of Intrawest,  including all  the Named  Executive Officers,  will be
entitled to receive cash payments following the participant ceasing to hold  any
office or employment with Intrawest or any of its subsidiaries based on a number
of  notional Common Shares that  are earned over time  under the plan. The Named
Executive Officers can earn notional Common Shares for each of four  calculation
periods. The calculation periods are:
 


------------------------------------------------------------------------------------------------
 -----------------------------------------------------------------------------------------------
       FOR ALL NAMED EXECUTIVE OFFICERS,
             OTHER THAN MR. CURRIE                                 MR. CURRIE
                                              
     October 1, 1994 to June 30, 1998                  July 1, 2004 to June 30, 2008
------------------------------------------------------------------------------------------------
      July 1, 1998 to June 30, 2003                    July 1, 2008 to June 30, 2013
------------------------------------------------------------------------------------------------
      July 1, 2003 to June 30, 2008                    July 1, 2013 to June 30, 2014
------------------------------------------------------------------------------------------------
      July 1, 2008 to June 30, 2013                    July 1, 2014 to June 30, 2015
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------

 
     The  Named Executive  Officers, other than  Mr. Currie, are  in their third
calculation period. Mr. Currie, who became  the Chief Financial Officer in  2004
and joined the plan in July 2004, is in his first calculation period.
 
     In  summary,  the Plan  is  designed to  incent  and reward  management for
financial performance  based on  net earnings  and stock  price performance.  In
addition,  there are  adjustment factors that  further incent  management on the
basis of annual compound growth  rate in earnings per  share and, in respect  of
the  calculation period ended June  30, 2003, earnings per  share levels and net
debt to EBITDA ratios.
 
                                        16

 
     The  number of notional Common Shares earned for each calculation period is
based on a  percentage of the  cumulative consolidated net  income of  Intrawest
("percentage  of  cumulative  net  income")  for  the  period,  adjusted  by  an
adjustment factor (the "adjustment factor"), divided by the current market price
at the start of the period (the "Common Share market price"), as follows:
 
            percentage of cumulative net income X adjustment factor
         -------------------------------------------------------------
                           Common Share market price
 
     The percentages of cumulative net income are:
 


                                                                   CONSOLIDATED NET INCOME
                                                               -------------------------------
                                                                   $CDN.
                                                               LESS THAN OR         $CDN.
                                                                   EQUAL            MORE
                                                               TO 20 MILLION   THAN 20 MILLION
                                                               -------------   ---------------
                                                                         
FISCAL YEARS ENDED:
JUNE 30, 1995, 1996, 1997 AND 1998
Mr. Houssian................................................      2.67%             1.33 %
Mr. Jarvis..................................................      0.4 %             0.2  %
Mr. Smythe and Mr. Raymond..................................      0.2 %             0.1  %
AFTER JUNE 30, 1998
Mr. Houssian................................................      2.0 %             1.0  %
Mr. Jarvis..................................................      0.3 %             0.15 %
Mr. Smythe and Mr. Raymond..................................      0.15%             0.075%
ON OR BEFORE JUNE 30, 2013
Mr. Currie..................................................      0.15%             0.075%
AFTER JUNE 30, 2013
Mr. Currie..................................................      0.02%             0.01 %

 
     The Common Share market price for  the following calculation periods is  as
set out below:
 


PERIOD COMMENCING                                                 $
-----------------                                             ----------
                                                           
  October 1, 1994...........................................   Cdn$10.79
  July 1, 1998..............................................   Cdn$28.76
  July 1, 2003..............................................   Cdn$17.52
  July 1, 2004 (Mr. Currie).................................   Cdn$20.46

 
ADJUSTMENT FACTOR
 
     The  adjustment factor was  introduced by July 2000  amendments to the LTIP
and applies to the  second and subsequent  calculation periods for  participants
other than Mr. Currie, and all calculation periods for Mr. Currie.
 
     For  the calculation period commencing July  1, 1998, the adjustment factor
was based on the attainment of  certain financial performance goals for the  two
financial  years ended June 30, 2004 and 2005. These financial performance goals
related to earnings per share levels and net debt to EBITDA ratios.
 
     For  the  calculation  period  commencing  July  1,  2003  and   subsequent
calculation periods, the adjustment factor adjusts the number of notional Common
Shares  based on  the annual  compound growth  rate in  earnings per  share (EPS
Growth) of Intrawest above a 13% threshold, as follows:
 

                                                       
EPS Growth less than or equal to  13%..................   -- no adjustment
EPS Growth more than or equal to 18%...................   -- 50% increase in notional Common Shares
EPS Growth more than 13% and less than 18%.............   -- pro-rata increase

 
     If in any calculation period there  is a cumulative consolidated net  loss,
such  loss will be applied retroactively to reduce the number of notional Common
Shares, by up to 10%, for the prior calculation period.
 
     The LTIP provides for a reduction in the amount to be paid to a participant
if the employment of a participant is terminated for cause. If the participant's
employment is  terminated  "without  cause"  (including  the  resignation  of  a
participant  as a result of  circumstances that would amount  to a change in the
responsibilities of a participant  following a change  in control of  Intrawest)
then  the  amount  to  be  paid  to the  participant  is  to  include  an amount
                                        17

 
that reflects consolidated net income of Intrawest for the period of  reasonable
notice of termination of employment to which such participant would be entitled.
 
     For  the  calculation  periods  ended  June  30,  1998  and  June  30, 2003
respectively (in the case of the  calculation period ended June 30, 2003,  after
giving  effect to the impact of  the adjustment factor), the participating Named
Executive Officers earned the following notional Common Shares:
 


                                                                FOUR-YEAR       FIVE-YEAR
                                                              PERIOD ENDED    PERIOD ENDED
                                                              JUNE 30, 1998   JUNE 30, 2003
                                                              -------------   -------------
                                                                        
Mr. Houssian................................................     217,384         245,145
Mr. Jarvis..................................................      72,588          36,771
Mr. Smythe..................................................      36,294          18,386
Mr. Raymond.................................................      36,294          18,386

 
     The  estimated  LTIP   liability  is  accrued   annually  in  general   and
administrative  expenses in the financial statements  of Intrawest. For the 2005
financial year, U.S.$719,000 was  accrued in respect  of notional Common  Shares
that would have been earned in respect of such financial year if the calculation
period commencing July 1, 2003 had ended on June 30, 2005 and U.S.$3,363,000 was
accrued  in  respect  of  notional  Common Shares  earned  as  a  result  of the
adjustment factor for the five-year calculation period ended June 30, 2003  that
were  not accrued for in  2004 and for mark-to-market  adjustments in respect of
notional Common Shares earned or accrued for under the plan for the current  and
all prior fiscal years. In the 2004 financial year a total of U.S.$1,730,000 was
accrued.  Although the actual cash payments that are required under the LTIP can
only be  determined  at  the  time  of  the  termination  of  the  participant's
employment  based  on  the market  price  of  the Common  Shares  at  that time,
Intrawest expenses annually any mark-to-market changes  in share value so as  to
fully accrue the estimated LTIP liability.
 
KEY EXECUTIVE EMPLOYEE BENEFIT PLAN
 
     During  the  2002 financial  year, the  Committee  adopted a  Key Executive
Employee Benefit  Plan ("KEEP")  under  which the  Committee granted  awards  of
unvested  shares, purchased in the open  market, to Messrs. Houssian, Jarvis and
Raymond. These shares vest on a combination of attainment of specified financial
performance measures and  time. In the  event of death  or certain other  events
vesting may be accelerated.
 
     Prior to vesting, all dividends received on unvested shares are paid by the
trustee  to Intrawest.  The Human  Resources Committee  has discretion  to cause
Intrawest to pay to the trustee  under the Plan, as additional contributions  to
be  used  to purchase  additional  unvested shares,  an  amount up  to,  but not
exceeding, the payment of any dividends so received.
 
     The number of shares acquired under the KEEP on behalf of each of the Named
Executive Officers was as follows:
 


                                                              ORIGINAL     TOTAL
                                                               AWARD     DIVIDENDS
                                                              --------   ---------
                                                                   
Mr. Houssian................................................  202,502       4,834
Mr. Jarvis..................................................   40,501       1,082
Mr. Raymond.................................................   49,179       1,315

 
     The shares have vested or will vest as follows.
 

                                                                         
Mr. Houssian................................................    January 2005    77,518
                                                                   June 2005    51,848
                                                              September 2005    77,970
                                                                               -------
                                                                               207,336
                                                                               =======
Mr. Jarvis..................................................   December 2005    41,583
Mr. Raymond.................................................   December 2005    50,494

 
                                        18

 
STOCK OPTIONS
 
     Intrawest has a Stock Option Plan under which the Human Resources Committee
is authorized, in its discretion, to grant options to purchase Common Shares  to
senior officers and employees of Intrawest and its subsidiaries.
 
     As  at September  26, 2005, 7  senior executive officers  and 52 management
personal  participate  in  the  stock  option  program.  For  a  more   complete
description  of the Stock  Option Plan, see  "Securities Authorized for Issuance
Under Equity  Compensation Plans  --  Stock Option  Plan." The  Human  Resources
Committee has determined that no grants will be made under the Stock Option Plan
in  the  2006 financial  year, except  in  possible circumstances  involving new
senior executive recruitment.
 
     The following table provides information relating to the grants of  options
to  purchase Common Shares to the  Named Executive Officers during the financial
year ended June 30, 2005.
 
          OPTION GRANTS DURING THE FINANCIAL YEAR ENDED JUNE 30, 2005
 


------------------------------------------------------------------------------------------------------------------------
 ----------------------------------------------------------------------------------------------------------------------
                                                                                      MARKET VALUE
                                              % OF TOTAL                             OF SECURITIES
                               SECURITIES       OPTIONS                                UNDERLYING
                                  UNDER       GRANTED TO                               OPTIONS ON
                                 OPTIONS     EMPLOYEES IN        EXERCISE OR          THE DATE OF
                                 GRANTED       FINANCIAL         BASE PRICE              GRANT
            NAME                   (#)           YEAR         (CDN.$/SECURITY)      (CDN.$/SECURITY)    EXPIRATION DATE
----------------------------------------------------------------------------------------------------------------------
                                                                                        
  Joe S. Houssian                68,000          16.3               22.07                22.07           July 20, 2014
------------------------------------------------------------------------------------------------------------------------
  Daniel O. Jarvis               34,000           8.2               22.07                22.07           July 20, 2014
------------------------------------------------------------------------------------------------------------------------
  Hugh R. Smythe                 34,000           8.2               22.07                22.07           July 20, 2014
------------------------------------------------------------------------------------------------------------------------
  Gary L. Raymond                34,000           8.2               22.07                22.07           July 20, 2014
------------------------------------------------------------------------------------------------------------------------
  John E. Currie                 34,000           8.2               22.07                22.07           July 20, 2014
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------

 
(1)  The above options become exercisable as to 20% of the grant after one  year
     and  then 20%  on the  anniversary of the  grant in  each of  the next four
     years.
 
     The following  table  provides  information  relating  to  the  options  to
purchase  Common Shares  exercised by  the Named  Executive Officers  during the
financial year ended June 30, 2005 and  the value of any unexercised options  on
June 30, 2005.
 
          AGGREGATED OPTION EXERCISES DURING THE FINANCIAL YEAR ENDED
               JUNE 30, 2005 AND FINANCIAL YEAR-END OPTION VALUES
 


-----------------------------------------------------------------------------------------------------------------------------
   ----------------------------------------------------------------------------------------------------------------------
                                                                                                   VALUE OF UNEXERCISED
                                                                  UNEXERCISED OPTIONS              IN-THE-MONEY OPTIONS
                             SECURITIES                             AT JUNE 30, 2005                 AT JUNE 30, 2005
                            ACQUIRED ON       AGGREGATE                   (#)                            (CDN.$)
                              EXERCISE     VALUE REALIZED   --------------------------------   ----------------------------
           NAME                 (#)            (CDN.$)        EXERCISABLE    UNEXERCISABLE     EXERCISABLE    UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------------
                                                                                           
  Joe S. Houssian                --               --            941,900         364,600         3,280,323       1,699,532
-----------------------------------------------------------------------------------------------------------------------------
  Daniel O. Jarvis           25,000          178,250            353,630         147,920         1,859,481       1,000,245
-----------------------------------------------------------------------------------------------------------------------------
  Hugh R. Smythe             35,000          271,330            261,250         118,000         1,026,420         787,788
-----------------------------------------------------------------------------------------------------------------------------
  Gary L. Raymond            20,000          266,800            286,250         118,000         1,257,420         787,788
-----------------------------------------------------------------------------------------------------------------------------
  John E. Currie                 --               --             37,600          56,400           135,232         399,218
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------

 
EXECUTIVE PENSION PLAN
 
Defined Benefit Plan
 
     Intrawest  has established the Intrawest Corporation Designated Executives'
Pension Plan (the "Pension Plan"). The Pension Plan provides retirement pensions
for all  of its  Named Executive  Officers. These  officers also  belong to  the
Intrawest Corporation Employee Pension Plan (the "Employee Pension Plan").
 
                                        19

 
     The  Pension Plan is comprised of a registered portion and a non-registered
portion. Together with benefits from  the Employee Pension Plan, the  registered
portion  provides  the  maximum  benefits allowable  under  the  Income  Tax Act
(Canada), with any excess provided through the non-registered portion.
 
     The following table sets out the total annual lifetime pension which  would
be  payable under the Pension  Plan based upon retirement  at age 60, at various
levels of remuneration and years of credited service.
 
                             PENSION PLAN TABLE(1)


-----------------------------------------------------------------------------------------------------------------------------
   -----------------------------------------------------------------------------------------------------------------------
                                                                     YEARS OF SERVICE
        REMUNERATION                -----------------------------------------------------------------------------------
             ($)                    15              20              25              30              35              40
      -----------------------------------------------------------------------------------------------------------------------
                                                                                            
              300,000                 90,000         120,000         150,000         180,000         210,000         240,000
              400,000                120,000         160,000         200,000         240,000         280,000         320,000
              500,000                150,000         200,000         250,000         300,000         350,000         400,000
              600,000                180,000         240,000         300,000         360,000         420,000         480,000
              700,000                210,000         280,000         350,000         420,000         490,000         560,000
              800,000                240,000         320,000         400,000         480,000         560,000         640,000
              900,000                270,000         360,000         450,000         540,000         630,000         720,000
            1,000,000                300,000         400,000         500,000         600,000         700,000         800,000
            1,100,000                330,000         440,000         550,000         660,000         770,000         880,000
            1,200,000                360,000         480,000         600,000         720,000         840,000         960,000
            1,300,000                390,000         520,000         650,000         780,000         910,000       1,040,000
            1,400,000                420,000         560,000         700,000         840,000         980,000       1,120,000
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
 

-----------------------------  ---------------
   --------------------------  ----------------------------------------------------------------------------------------------
                               YEARS OF SERVICE
        REMUNERATION           -----------------------------------------------------------------------------------
             ($)                     45
      -----------------------
                            
              300,000                  270,000
              400,000                  360,000
              500,000                  450,000
              600,000                  540,000
              700,000                  630,000
              800,000                  720,000
              900,000                  810,000
            1,000,000                  900,000
            1,100,000                  990,000
            1,200,000                1,080,000
            1,300,000                1,170,000
            1,400,000                1,260,000
--------------------------------------------------------------
------------------------------------------------------------------------------

 
(1)  All dollar amounts in this table are in United States dollars.
 
     Pensions under  the Pension  Plan are  based on  the executive's  years  of
credited  service and highest average remuneration  in any 36 consecutive months
of service. Remuneration for  purposes of the Pension  Plan includes salary  and
vacation  pay  but  excludes  other  forms  of  compensation  such  as  bonuses,
commissions and  taxable benefits,  with  the exception  of Mr.  Houssian  whose
bonuses  (including  the amount  of bonuses  which Mr.  Houssian has  elected to
forego under the Key Executive Deferred Share Unit Plan) are included subject to
the limitation that the best three years  average earnings will be limited to  a
maximum of 150% of the amount which would result if bonuses were not included.
 
     At  September 26, 2005, Joe S. Houssian,  Daniel O. Jarvis, Hugh R. Smythe,
Gary L. Raymond and John E. Currie had 41.64, 16.24, 20.59, 19.24 and 4.24 years
of credited service, respectively. Credited service includes actual service  and
may  include additional years credited at  the discretion of the Human Resources
Committee to reflect  historical contributions  and other factors.  In 2001  the
Human Resources Committee approved five additional years of credited service for
each  of Messrs. Houssian, Smythe and Currie under the Pension Plan, conditional
upon vesting on June 30, 2004 in the  case of Mr. Houssian and on June 30,  2006
in  the case of  Messrs. Currie and Smythe,  if they are  still then employed by
Intrawest. The numbers  above reflect  the vesting  of the  additional years  of
credited service for Mr. Houssian.
 
     Benefits  are paid  in a joint  and survivor  form with 60%  of the pension
continuing to  the executive's  spouse after  death. If  there is  no spouse  at
retirement, pensions are paid with a guarantee of 60 monthly payments. There are
no deductions for social security or other offset amounts.
 
                                        20

 
Additional Pension Disclosure
 
     The  following table provides additional  information in respect of pension
benefits for the Named Executive Officers.  The amounts disclosed are in  United
States  dollars and  are estimates  only and  are subject  to change  over time.
Amounts shown include pension benefits  under Intrawest's registered portion  of
the  pension plan,  to which  the Named  Executive Officers  contribute, and the
non-registered portion.
 


-------------------------------------------------------------------------------------------------------------------------
 -----------------------------------------------------------------------------------------------------------------------
                                                        ACCRUED BENEFIT
                                       2005               LIABILITY(2)        ESTIMATED YEARS OF      ESTIMATED ANNUAL
   NAMED EXECUTIVE OFFICER       SERVICE COSTS(1)       AT JUNE 30, 2005     SERVICE AT AGE 60(3)  BENEFITS AT AGE 60(4)
-----------------------------------------------------------------------------------------------------------------------
                                                                                       
     Joe S. Houssian                 301,000               12,428,000               44.92                1,081,000
     Daniel O. Jarvis                100,000                1,559,000               20.82                  171,900
     Hugh R. Smythe                  114,000                2,402,000               27.24                  177,500
     Gary L. Raymond                  68,000                1,286,000               27.87                  208,100
     John E. Currie                   49,000                  193,000               19.12                   70,600
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------

 
(1)  Service cost is the value of  the estimated pension earned for  pensionable
     service  in 2005.  The value has  been determined using  the same actuarial
     assumptions as those used to determine the pension plan obligations at June
     30, 2005  as  set  out  in  note 17  to  the  2005  consolidated  financial
     statements.
 
(2)  Annual  benefit liability has been accrued  in the financial statements and
     represents the actuarial value of estimated obligations for service to June
     30,  2005.  The  value  has  been  determined  using  the  same   actuarial
     assumptions as those used to determine the pension plan liabilities at June
     30,  2005  as  set  out  in note  17  to  the  2005  consolidated financial
     statements.
 
(3)  Amounts in this column include five additional years of service awarded  by
     the Human Resources Committee to Messrs. Houssian, Smythe and Currie on the
     basis  of retention, and 7.68 years of  service awarded by Intrawest to Mr.
     Houssian for years prior to 1995 in lieu of cash compensation.
 
(4)  Amounts in this  column are based  on 2005 compensation  levels and  assume
     accrued  years  of  service to  age  60  for each  of  the  Named Executive
     Officers.
 
LIFE INSURANCE POLICY
 
     Intrawest purchased a life insurance policy  for Mr. Houssian and pays  the
eight  annual premiums  of Cdn.$340,000  under the  policy, commencing  with the
initial premium that  was paid in  November 2003. The  policy provides for  life
insurance  in the face amount of Cdn.$10 million  and is payable on death to Mr.
Houssian's spouse. The policy is owned by Mr. Houssian.
 
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS
 
     Intrawest has  entered into  employment contracts  with each  of the  Named
Executive  Officers. Pursuant to these employment contracts, the Named Executive
Officers participate in  all benefit plans,  arrangements and other  perquisites
that  Intrawest implements  from time  to time  for executive  officers, and are
entitled to certain other perquisites.
 
     Intrawest may terminate the employment of the Named Executive Officers with
Intrawest upon two (or in the case  of Mr. Houssian, three) years' prior  notice
or,  in lieu of notice, by paying to the Named Executive Officer an amount equal
to two (or in the case of Mr. Houssian, three) times his annual salary plus  two
times  the average amount  of the bonus  paid or payable  to the Named Executive
Officer in  the last  two  completed fiscal  years  of Intrawest  most  recently
preceding  the  date  of termination.  In  addition,  in such  event,  the Named
Executive Officer is entitled to be paid amounts that would otherwise be paid or
credited to benefit plans and arrangements in effect for his benefit for the two
(or in the case of Mr. Houssian,  three) years following the termination of  his
employment.
 
     Each  employment contract provides  for the payment  to the Named Executive
Officer of  the amounts  referred to  above  in the  event the  Named  Executive
Officer  resigns in certain circumstances including  a significant change in his
responsibilities or in certain  circumstances following a  change in control  of
Intrawest.  Each contract also provides that  the period of reasonable notice of
termination for the Named Executive Officer under the LTIP in such event will be
three years in the case of Mr. Houssian  and two years in the case of the  other
Named Executive Officers.
 
     In  addition, as described under  "Executive Long-Term Incentive Plan," the
Named Executive Officers participate in the LTIP and will be entitled to receive
payments thereunder at the termination  of their employment, as described  under
that heading.
 
                                        21

 
     The  amount  of  the payments  required  to  be made  under  the employment
contracts can only be determined at the time such payments are made.
 
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 
EQUITY COMPENSATION PLAN INFORMATION
 
     The following table provides information as  at June 30, 2005 with  respect
to  compensation plans under which equity securities of Intrawest are authorized
for issuance.
 


---------------------------------------------------------------------------------------------------------------------------------
     -----------------------------------------------------------------------------------------------------------------------
                                                                                                    NUMBER OF SECURITIES
                                                                                                  REMAINING AVAILABLE FOR
                                       NUMBER OF SECURITIES TO         WEIGHTED AVERAGE         FUTURE ISSUANCE UNDER EQUITY
                                       BE ISSUED UPON EXERCISE         EXERCISE PRICE OF             COMPENSATION PLANS
                                       OF OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,          (EXCLUDING SECURITIES
                                         WARRANTS AND RIGHTS          WARRANTS AND RIGHTS         REFLECTED IN COLUMN (A))
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                  
  PLAN CATEGORY                              (a)                          (b)                          (c)
---------------------------------------------------------------------------------------------------------------------------------
  Equity compensation plans approved     4,004,200(1)                 Cdn.$24.67                  123,118(1)(2)
  by securityholders
---------------------------------------------------------------------------------------------------------------------------------
  Equity compensation plans not               --                          --                           --
  approved by securityholders
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------

 
(1)  This represents 8.32% of the outstanding Common Shares of Intrawest at June
     30, 2005. Together with the 123,118 (0.26%) remaining available  securities
     under  this plan, this represents 8.58% of the outstanding Common Shares of
     Intrawest.
 
(2)  In addition,  the Corporation  has  authorized a  total of  100,000  Common
     Shares  that remain available for issuance under Intrawest's Employee Share
     Purchase Plan. Intrawest has not issued shares pursuant to this plan  since
     December 1997.
 
     There  is no compensation  plan under which  equity securities of Intrawest
are  authorized   for   issuance   that  was   adopted   without   approval   of
securityholders.
 
     All  new equity compensation  plans and material revisions  to the terms of
such plans are subject to approval by shareholders of Intrawest under the rules,
requirements and policies  of the  TSX and the  NYSE. Where,  under such  rules,
requirements  and  policies,  equity  compensation  plans  are  not  subject  to
shareholder approval,  the  plans  must  be  approved  by  the  Human  Resources
Committee and the Board.
 
STOCK OPTION PLAN
 
     Intrawest  has a Stock Option Plan (herein referred to as the "Stock Option
Plan" or the "Plan") under which the Human Resources Committee is authorized, in
its discretion, to grant  options to purchase Common  Shares to senior  officers
and  employees of Intrawest, its subsidiaries  and limited partnerships of which
the general partner is Intrawest or a subsidiary of Intrawest.
 
     The following table sets out the total number of Common Shares which may be
issued from and  after the  date of this  Circular pursuant  to options  granted
under  the Plan,  the number of  Common Shares potentially  issuable pursuant to
options outstanding and unexercised under the Plan, and the remaining number  of
Common  Shares available to be issued pursuant to options granted from and after
the date of this Circular.
 


----------------------------------------------------------------------------------------------------------------
                                                                             COMMON SHARES AVAILABLE FOR FUTURE
 COMMON SHARES ISSUABLE UNDER PLAN     COMMON SHARES ISSUABLE PURSUANT TO   ISSUANCE PURSUANT TO OPTIONS GRANTED
 FROM AND AFTER SEPTEMBER 26, 2005      OUTSTANDING UNEXERCISED OPTIONS           AFTER SEPTEMBER 26, 2005
----------------------------------------------------------------------------------------------------------------
     MAXIMUM                              NUMBER OF                             NUMBER OF
     NUMBER           PERCENTAGE        COMMON SHARES       PERCENTAGE        COMMON SHARES       PERCENTAGE
----------------------------------------------------------------------------------------------------------------
                                                                                
    3,939,218           8.2(1)            3,816,100           7.9(1)             123,118            0.25(1)
                                                              96.9(2)                               3.1(2)
----------------------------------------------------------------------------------------------------------------

 
(1)  Approximate percentage  of  Intrawest's  outstanding  Common  Shares  on  a
     non-diluted basis as at the date of this Information Circular.
 
(2)  Approximate percentage of the 3,941,218 total number of Common Shares which
     may be issued from and after the date of this Information Circular referred
     to in the first column.
 
                                        22

 
     The  maximum number of Common Shares which  may be reserved for issuance to
"insiders" pursuant  to options  granted under  the Plan  and any  other  "share
compensation  arrangement," or issued  to insiders under the  Plan and any other
share compensation arrangement within a one-year period, is 10% of the number of
Common Shares  outstanding. The  maximum number  of Common  Shares that  may  be
issued  to  any one  insider under  the  Plan and  any other  share compensation
arrangement within  a one-year  period is  5%  of the  number of  Common  Shares
outstanding. For the purposes of the foregoing (i) "insider" means an insider of
Intrawest,  as defined under applicable securities laws (other than a person who
falls within that  definition solely  by virtue of  being a  director or  senior
officer  of a  subsidiary) and  an associate  of any  such insider;  (ii) "share
compensation arrangement" means  any stock option,  stock option plan,  employee
share  purchase plan or other compensation  or incentive mechanism involving the
issuance or potential  issuance of  Common Shares to  one or  more employees  or
insiders  of Intrawest or  any of its  subsidiaries or other  persons engaged to
provide ongoing management or consulting services for Intrawest or for an entity
controlled by  Intrawest  (including a  share  purchase from  treasury  that  is
financially  assisted  by Intrawest;  (iii)  any entitlement  to  acquire Common
Shares granted pursuant to the Plan or any other share compensation  arrangement
prior  to the grantee  becoming an insider  is excluded; and  (iv) the number of
Common Shares outstanding is to be determined on a non-diluted basis and on  the
basis  of the number of Common Shares outstanding at the time of the reservation
or issuance, as the case may be,  excluding Common Shares issued under the  Plan
or  under any other  share compensation arrangement  over the preceding one-year
period. The  aggregate number  of Common  Shares reserved  for issuance  to  any
participant  pursuant to all options granted  to such participant may not exceed
5% of the number of Common Shares that are outstanding immediately after  giving
effect to any option grant.
 
     The  exercise  price  for  each  option  granted  under  the  Plan  will be
determined by  the Human  Resources Committee  which may  not be  less than  the
closing  price for the Common Shares on the TSX on the trading day preceding the
date of grant (or if no trade of Common Shares occurred on the TSX on such date,
the simple average of the  high and low board lot  trading prices per share  for
the Common Shares on the TSX on the five trading days immediately preceding such
date on which trade of a board lot of Common Shares occurred).
 
     Subject  to certain limitations  contained in the  Plan, options to acquire
Common Shares may, at the discretion  of the Human Resources Committee,  provide
that  the option may not be exercised except in accordance with such limitations
based on the passage of  time after the option  is granted, the satisfaction  of
specified  performance criteria relating generally  to Intrawest or particularly
to the optionee, or the satisfaction  or fulfilment of any other conditions  (or
any  combination of the foregoing), and subject  to such provisions as the Human
Resources Committee  may in  its discretion  determine to  be appropriate.  Each
option  will  expire on  the earlier  of (i)  the date  determined by  the Human
Resources Committee, provided that such date  may not be later than the  earlier
of  (A) the  tenth anniversary  of the date  of grant;  and (B)  the latest date
permitted  under  the  applicable  rules  and  regulations  of  all   regulatory
authorities, including the TSX and the NYSE, and (ii) the date which is the 90th
day  after the  date on  which the  optionee ceases  to be  a senior  officer or
employee of  Intrawest or  a subsidiary  of Intrawest.  Each option  outstanding
under  the Plan expires, in the ordinary course, ten years after the date of the
grant.
 
     Typically, most options granted  under the Plan  cannot be exercised  until
the  expiry of one year  from the date of grant.  Thereafter, during each of the
next five succeeding years, up to 20% of the Common Shares subject to option can
be purchased on a  cumulative basis. The Human  Resources Committee may, in  its
discretion,  permit early  exercise of  options. Options  are not  assignable or
transferable and  are exercisable  only by  the  optionee or  his or  her  legal
representative.
 
     In the event of a formal takeover bid being made for the Common Shares, any
option  may, notwithstanding the times specified for exercise, be exercisable in
full for the purpose of tendering the Common Shares under such bid. In the event
of an amalgamation, arrangement, consolidation or other transaction pursuant  to
which  the interest of holders of  Common Shares may be compulsorily terminated,
Intrawest may terminate options  granted under the Plan  and pay the holder  the
fair value of the option.
 
     The  Plan provides that the Human Resources  Committee has the right at any
time to  amend the  Plan. Any  such  amendment is  subject to  applicable  stock
exchange  requirements. TSX  and NYSE requirements  require shareholder approval
for certain material amendments to the Plan.
 
                                        23

 
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
 
AGGREGATE INDEBTEDNESS
 
     The following table sets  out the aggregate  indebtedness of all  executive
officers,  directors,  employees and  former  executive officers,  directors and
employees of Intrawest or  any of its  subsidiaries to Intrawest  or any of  its
subsidiaries  and to  another entity  if the  indebtedness is  the subject  of a
guarantee, support agreement, letter of  credit or other similar arrangement  or
understanding provided by Intrawest or any of its subsidiaries outstanding as at
September  26, 2005 entered into in connection with a purchase of securities and
all other indebtedness.
 
                           AGGREGATE INDEBTEDNESS ($)
 


---------------------------------------------------------------------------------------------------------------------------------
 -------------------------------------------------------------------------------------------------------------------------------
                                                                          TO INTRAWEST
                             PURPOSE                                   OR ITS SUBSIDIARIES         TO ANOTHER ENTITY
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
  Share purchases                                                      Cdn.$4,887,014                  --
---------------------------------------------------------------------------------------------------------------------------------
  Other                                                                      --                        --
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------

 
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASE AND
OTHER PROGRAMS
 
     Other than  as set  out below,  no director,  executive officer  or  senior
officer  of  Intrawest,  no  proposed  nominee for  election  as  a  director of
Intrawest and no associate  of any such director,  officer or proposed  nominee,
is,  or at any time since the beginning of the most recently completed financial
year of Intrawest has  been, indebted to Intrawest  or any of its  subsidiaries,
other  than  in respect  of routine  indebtedness. No  indebtedness of  any such
person to another  entity is, or  at any time  since the beginning  of the  most
recently  completed financial year has been, the subject of a guarantee, support
agreement, letter  of  credit  or other  similar  arrangement  or  understanding
provided by Intrawest or any of its subsidiaries.
 
FUNDED SENIOR EMPLOYEE SHARE PURCHASE PLAN
 
     Intrawest has a Funded Senior Employee Share Purchase Plan that was adopted
in  2002.  Under  this plan  Intrawest  may  make loans  to  designated eligible
employees to be  used for  the purchase  of Common  Shares in  the open  market.
Shares  are purchased by Computershare Trust Company  of Canada as trustee to be
held in trust for the  benefit of the employees and  as security for the  loans.
The  Plan is administered by the  Human Resources Committee, which is authorized
to designate  as  eligible  employees  any  bona  fide  full-time  employees  of
Intrawest   and  of  designated   subsidiaries  of  Intrawest.   The  loans  are
interest-free and are for terms  of up to ten years  as determined by the  Human
Resources  Committee. Intrawest  pays all  administrative expenses  of the Plan,
including trustee fees.
 
     In addition to the  Funded Senior Employee  Share Purchase Plan,  Intrawest
makes  contributions  on behalf  of participants  in Intrawest's  employee share
purchase plans which amounts are used by a trustee to purchase Common Shares  in
the open market.
 
                                        24

 
     The  following  table sets  forth indebtedness  of directors  and executive
officers in connection with the purchase of Common Shares under the 2002  Funded
Share Purchase Plan. The aggregate amount of such indebtedness of all directors,
officers and employees of Intrawest on September 26, 2005 was Cdn.$4,887,014.
 
           TABLE OF INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
                  UNDER SECURITIES PURCHASE AND OTHER PROGRAMS
 


---------------------------------------------------------------------------------------------------------------------------------
 -------------------------------------------------------------------------------------------------------------------------------
                                                   INVOLVEMENT      LARGEST AMOUNT
                                                        OF        OUTSTANDING DURING          AMOUNT
                                                    INTRAWEST         YEAR ENDED         OUTSTANDING AS AT
                                                        OR           JUNE 30, 2005      SEPTEMBER 26, 2005    SECURITY FOR
           NAME AND PRINCIPAL POSITION              SUBSIDIARY          (CDN.$)               (CDN.$)         INDEBTEDNESS
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
  SECURITIES PURCHASE PROGRAMS
  Joe S. Houssian(1)                                  Lender          2,532,110(2)           2,506,872         Common
  Chairman, President and Chief Executive Officer                                                              Shares
---------------------------------------------------------------------------------------------------------------------------------
  Daniel O. Jarvis                                    Lender            493,429(2)             488,511         Common
  President and Chief Executive Officer, Leisure                                                               Shares
  and Travel Group
---------------------------------------------------------------------------------------------------------------------------------
  Hugh R. Smythe                                      Lender            466,678(2)              92,507         Common
  President and Chief Operating Officer, Leisure                                                               Shares
  and Travel Group
---------------------------------------------------------------------------------------------------------------------------------
  Gary R. Raymond                                     Lender            590,660(2)             584,773         Common
  President and Chief Executive Officer,                                                                       Shares
  Intrawest Placemaking
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------

 
(1)  Mr. Houssian is also a director of Intrawest.
 
(2)  This indebtedness is in relation to loans made in 2002 pursuant to the 2002
     Funded  Share Purchase  Plan and which  were for  a term of  ten years each
     maturing on January 15, 2012.
 
     No securities were purchased during  the most recently completed  financial
year  with financial  assistance. None of  the indebtedness was  forgiven at any
time during the most  recently completed financial year.  There was no  material
adjustment  or amendment made during the  most recently completed financial year
to the terms of the indebtedness.
 
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
 
     Intrawest maintains  directors' and  officers' liability  insurance in  the
aggregate  amount  of  US$35 million,  subject  to  a deductible  in  respect of
corporate reimbursement  of $1,000,000  for  each loss.  In  any case  in  which
Intrawest  is not permitted by  law to reimburse the  insured, the deductible is
nil.
 
     In the  year ended  June 30,  2005, the  aggregate amount  charged  against
earnings  by Intrawest  for the  premium paid in  respect of  such insurance was
US$588,690. The policy does not specify that any part of the premium is paid  in
respect of either directors as a group or officers as a group.
 
GENERAL
 
APPOINTMENT AND REVOCATION OF PROXIES
 
     The persons named in the enclosed form of proxy are directors of Intrawest.
 
     A  SHAREHOLDER OF  THE CORPORATION  HAS THE  RIGHT TO  APPOINT A  PERSON TO
ATTEND AND ACT AS PROXYHOLDER ON  THE SHAREHOLDER'S BEHALF AT THE MEETING  OTHER
THAN  THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY. IF A SHAREHOLDER DOES NOT
WANT TO APPOINT  EITHER PERSON SO  NAMED, THE SHAREHOLDER  SHOULD INSERT IN  THE
BLANK  SPACE PROVIDED THE  NAME AND ADDRESS  OF THE PERSON  WHOM THE SHAREHOLDER
WISHES TO APPOINT AS PROXYHOLDER. THAT PERSON  NEED NOT BE A SHAREHOLDER OF  THE
CORPORATION.
 
     A  shareholder who has given  a proxy may revoke it  by (a) signing a proxy
bearing a later  date and depositing  it as provided  under "Deposit of  Proxy,"
below; (b) signing and dating a written notice of revocation (in the same manner
as  the enclosed  form of  proxy is required  to be  executed, as  set out under
"Validity of Proxy," below) and depositing such notice either at the  registered
office    of    the    Corporation,   P.O.    Box    10424,    Pacific   Centre,
 
                                        25

 
Suite 1300 - 777 Dunsmuir Street,  Vancouver, British Columbia, Canada V7Y  1K2,
Attention:  Trevor Bell at  any time up  to and including  the last business day
preceding the day of the Meeting or with the chairman of the Meeting on the  day
of  the Meeting, (c)  attending the Meeting  in person and  registering with the
scrutineer thereat as a shareholder present  in person and signing and dating  a
written  notice of revocation or (d) in  any other manner permitted by law. Such
revocation will have effect only in respect  of those matters upon which a  vote
has not already been cast pursuant to the authority conferred by the proxy.
 
VOTING OF SHARES REPRESENTED BY PROXY
 
     A proxy in the form of the enclosed form of proxy will confer discretionary
authority  upon  a  proxyholder  named  therein  with  respect  to  the  matters
identified in the enclosed Notice of Annual Meeting and in the form of proxy for
which no choice  is specified  (and with  respect to  amendments and  variations
thereto and any other matter that may properly be brought before the Meeting).
 
     The  shares of a shareholder represented by proxy will be voted or withheld
from voting in accordance with the instructions of the shareholder on any ballot
that may be called for and, if the shareholder specifies with certainty a choice
with respect to any matter to be acted upon, the shares of the shareholder  will
be voted accordingly.
 
     In  accordance with the rules  of the New York  Stock Exchange, brokers and
nominees may be precluded from  exercising their voting discretion with  respect
to   certain  matters  to  be  acted   upon  (e.g.,  any  proposal  which  would
substantially affect the rights or privileges  of the Common Shares or  adoption
or  revision of equity compensation plans) and  thus, in the absence of specific
instructions from the beneficial owner of shares, will not be empowered to  vote
the shares on such matters. A broker non-vote will not be counted in determining
the number of shares necessary for approval of the proposals. Shares represented
by  such broker non-votes will, however,  be counted for purposes of determining
whether there is a quorum.
 
     IF NO CHOICE IS  SPECIFIED BY A  SHAREHOLDER IN A PROXY  WITH RESPECT TO  A
MATTER  IDENTIFIED THEREIN AND ONE OF THE  PERSONS NAMED IN THE ENCLOSED FORM OF
PROXY IS APPOINTED AS PROXYHOLDER, THE SHARES OF THE SHAREHOLDER REPRESENTED  BY
THE PROXY WILL BE VOTED IN FAVOR OF SUCH MATTER.
 
VALIDITY OF PROXY
 
     A  PROXY WILL NOT BE VALID UNLESS IT IS DATED AND SIGNED BY THE SHAREHOLDER
OR BY THE SHAREHOLDER'S ATTORNEY  DULY AUTHORIZED IN WRITING.  IN THE CASE OF  A
SHAREHOLDER  THAT  IS A  CORPORATION, A  PROXY WILL  NOT BE  VALID UNLESS  IT IS
EXECUTED UNDER ITS SEAL OR BY A DULY AUTHORIZED OFFICER OR AGENT OF, OR ATTORNEY
FOR, SUCH CORPORATE SHAREHOLDER. IF A PROXY IS EXECUTED BY AN ATTORNEY OR  AGENT
FOR AN INDIVIDUAL SHAREHOLDER OR JOINT SHAREHOLDERS, OR BY AN OFFICER, ATTORNEY,
AGENT  OR OTHER AUTHORITY FOR A CORPORATE SHAREHOLDER, THE INSTRUMENT EMPOWERING
THE OFFICER, ATTORNEY OR AGENT, AS THE CASE MAY BE, OR A NOTARIAL COPY  THEREOF,
SHOULD ACCOMPANY THE PROXY.
 
     A  vote  cast  in  accordance with  the  terms  of a  proxy  will  be valid
notwithstanding the previous death, incapacity or bankruptcy of the  shareholder
or  intermediary on whose  behalf the proxy  was given or  the revocation of the
appointment, unless  written notice  of such  death, incapacity,  bankruptcy  or
revocation  is received by  the chairman of  the Meeting at  any time before the
vote is cast.
 
DEPOSIT OF PROXY
 
     IN ORDER TO  BE VALID AND  EFFECTIVE, PROXIES MUST  BE DEPOSITED WITH  CIBC
MELLON  TRUST COMPANY, 1066 WEST HASTINGS STREET, SUITE 1600, THE OCEANIC PLAZA,
VANCOUVER, BRITISH  COLUMBIA,  CANADA  V6E  3X1 BY  NO  LATER  THAN  11:00  A.M.
(VANCOUVER TIME) ON NOVEMBER 4, 2005.
 
NON-REGISTERED SHAREHOLDERS
 
     Non-registered shareholders whose shares may be registered in the name of a
third  party, such  as a  broker or  trust company,  may exercise  voting rights
attached to  shares  beneficially  owned by  them.  Applicable  securities  laws
require  intermediaries, or the  Corporation, if it  directly sends materials to
non-registered  holders,  to  seek   voting  instructions  from   non-registered
shareholders.  Accordingly, unless  a non-registered  shareholder has previously
instructed their  intermediaries that  they  do not  wish to  receive  materials
relating  to shareholders' meetings,  non-registered shareholders should receive
or have already  received from the  Corporation or their  intermediary either  a
request  for voting instructions or a proxy form. In either case, non-registered
shareholders have the right to exercise  voting rights attached to shares  owned
by  them,  including  the  right  to attend  and  vote  the  shares  directly at
 
                                        26

 
the Meeting. These securityholder  materials are being  sent to both  registered
and  non-registered owners of the securities. If you are a non-registered owner,
and Intrawest or its agent has sent  these materials directly to you, your  name
and address and information about your holdings of securities have been obtained
in  accordance  with  applicable  securities  regulatory  requirements  from the
intermediary holding on your behalf.
 
     There are two kinds of non-registered owners of Common Shares -- those  who
object  to  their name  being  made known  to  the Corporation  (called  OBOs or
Objecting Beneficial Owners)  and those  who do  not object  to the  Corporation
knowing  who they are  (called NOBOs or  Non-Objecting Beneficial Owners). After
September 1, 2004, Canadian  securities laws permit  the Corporation to  request
and  obtain  a  list of  its  NOBOs from  intermediaries  and use  that  list to
distribute proxy-related materials directly to  NOBOs. Intrawest has decided  to
take advantage of these provisions.
 
     By choosing to send these materials to you directly, Intrawest (and not the
intermediary  holding  on  your  behalf)  has  assumed  responsibility  for  (i)
delivering these  materials  to  you,  and (ii)  executing  your  proper  voting
instructions. As a result, if you are a NOBO, you can expect to receive a Voting
Instructions Form ("VIF") from CIBC Mellon Trust Company (the "Transfer Agent"),
or one of its affiliates. Please return your voting instructions as specified in
the  request  for  voting instructions.  The  Transfer Agent  will  tabulate the
results  of  the  VIFs  received   from  NOBOs  and  will  provide   appropriate
instructions at the Meeting with respect to the Common Shares represented by the
VIFs they receive.
 
     If  you wish to attend  the Meeting and vote  in person, or appoint another
person to attend and vote on your behalf,  write your name, or the name of  your
appointee, in the place provided for that purpose in the VIF.
 
     If  you are an OBO,  you should receive or  have already received from your
intermediary  either  a  request  for  voting  instructions  or  a  proxy  form.
Intermediaries   have  their  own  mailing  procedures  and  provide  their  own
instructions. These procedures may allow  voting by telephone, on the  Internet,
by  mail  or by  fax. In  these circumstances  the non-registered  holder should
follow the procedure in the directions and instructions provided by or on behalf
of the intermediary and insert their name  in the space provided on the  request
for voting instructions or proxy form or request a form of proxy that will grant
the  non-registered holder the right  to attend the meeting  and vote in person.
Non-registered  shareholders  should   carefully  follow   the  directions   and
instructions of their intermediary, including those regarding when and where the
completed request for voting instructions or form of proxy is to be delivered.
 
     Only   registered  shareholders   have  the   right  to   revoke  a  proxy.
Non-registered shareholders who wish  to change their  vote must, in  sufficient
time  in advance of the Meeting, arrange  for their intermediaries to change the
vote and if necessary revoke their proxy.
 
AMENDMENTS OR VARIATIONS AND OTHER MATTERS
 
     The management  of Intrawest  is not  now  aware of  any amendments  to  or
variations  of any of  the matters identified  in the enclosed  Notice of Annual
Meeting nor  of  any other  matter  which may  be  brought before  the  Meeting.
However,  a proxy  in the  form of the  enclosed form  will confer discretionary
authority upon  a proxyholder  named therein  to vote  on any  amendments to  or
variations  of any of  the matters identified  in the enclosed  Notice of Annual
Meeting and  on  any other  matter  which may  properly  be brought  before  the
Meeting.
 
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES
 
     Intrawest  has issued and  there are outstanding  48,308,026 Common Shares.
Holders of Common Shares are  entitled to one vote  for each Common Share  held.
Shareholders  of  record at  the close  of  business on  September 22,  2005 are
entitled to receive notice of and to attend and vote at the Meeting.
 
     To the  knowledge of  the directors  and executive  officers of  Intrawest,
there  is no person who beneficially  owns, directly or indirectly, or exercises
control or direction  over, Common  Shares carrying 10%  or more  of the  voting
rights attached to all voting securities of Intrawest.
 
                                        27

 
SHAREHOLDER PROPOSALS
 
     Shareholder  proposals must be submitted no later  than June 30, 2006 to be
considered for inclusion in the management information circular and the form  of
proxy  for the  2006 Annual Meeting,  which is expected  to be held  on or about
November 6, 2006.
 
ADDITIONAL INFORMATION
 
     Additional information relating  to Intrawest is  available at  Intrawest's
web   site  at  www.intrawest.com  and  on  SEDAR  at  www.sedar.com.  Financial
information is  provided in  Intrawest's  comparative financial  statements  and
Management's  Discussion and Analysis for  the most recently completed financial
year. Intrawest  will  provide  upon  request to  the  Corporate  Secretary  its
comparative  consolidated financial  statements and  Management's Discussion and
Analysis for  its  most recently  completed  financial year  together  with  the
accompanying  report  of  the  auditor,  one copy  of  the  most  recent interim
financial statements  of  the  Corporation  for any  period  subsequent  to  the
financial  statements for  the Corporation's  most recently  completed financial
year and the Corporation's  information circular in respect  of its most  recent
annual  meeting  of  shareholders  that  involved  the  election  of  directors.
Intrawest may require the payment of a reasonable charge if a person who is  not
a securityholder of Intrawest makes the request for information.
 
APPROVAL OF CIRCULAR
 
     The  Board  of Directors  of Intrawest  has approved  the contents  of this
Information Circular and authorized its mailing.
 

                                              
 
                                                 [-sig- Joe Houssian]
Vancouver, British Columbia                      Joe S. Houssian
September 26, 2005                               Chairman of the Board

 
                                        28

 
                                   SCHEDULE A
 
                             INTRAWEST CORPORATION
                       MANDATE OF THE BOARD OF DIRECTORS
 
STEWARDSHIP
 
     The Board is responsible for the stewardship of the Corporation,  including
responsibility for:
 
     -  Adopting a strategic planning process, reviewing and approving, at least
        annually,  a  strategic  business  plan  that  takes  into  account  the
        opportunities  and   risks  of   the   business,  and   monitoring   the
        implementation of the business plan by management.
 
     -  Selecting  the  Chief  Executive Officer  ("CEO"),  appointing executive
        management and monitoring their performance.
 
     -  Satisfying itself as  to the integrity  of the CEO  and other  executive
        officers  and that the CEO and other executive officers create a culture
        of integrity throughout the organization.
 
     -  Together with  the  CEO,  developing and  maintaining  a  clear  written
        position  description  for the  CEO, including  delineating management's
        responsibilities and  approving  the corporate  goals  that the  CEO  is
        responsible for meeting.
 
     -  Identifying  the  principal  risks  of  the  Corporation's  business and
        ensuring the implementation of the  appropriate systems to manage  these
        risks.
 
     -  Overseeing  succession planning for the Corporation including appointing
        and monitoring senior management.
 
     -  Adopting a communications  policy which deals  with how the  Corporation
        interacts with analysts, investors and the public.
 
     -  Developing  and maintaining clear written  position descriptions for the
        Lead director and the chair of each committee of the Board.
 
     -  Developing the Corporation's approach to corporate governance.
 
                                        29

 
                                   SCHEDULE B
 
                             INTRAWEST CORPORATION
                            AUDIT COMMITTEE CHARTER
 
I.   AUDIT COMMITTEE PURPOSE
 
The Audit Committee is appointed by the  Board of Directors to assist the  Board
in fulfilling its oversight responsibilities for:
 
     -  The integrity of the Corporation's financial statements.
 
     -  The Corporation's compliance with legal and regulatory requirements.
 
     -  The independent auditor's qualifications and independence.
 
     -  The  performance  of  the  Corporation's  internal  audit  function  and
        external auditors.
 
The Audit Committee has  authority to conduct  or authorize investigations  into
any matters within its scope of responsibility. It is empowered to:
 
     -  Propose  the appointment, approve the  compensation and oversee the work
        of the public accounting firm employed by the Corporation to conduct the
        annual audit. This firm will report directly to the Audit Committee.
 
     -  Resolve any disagreements  between management and  the external  auditor
        regarding financial reporting.
 
     -  Pre-approve  all auditing and permitted  non-audit services performed by
        the Corporation's external auditor.
 
     -  Retain  independent  counsel,  accountants  or  others  to  advise   the
        Committee or assist in the conduct of an investigation.
 
     -  Seek  any  information  it  requires from  employees,  all  of  whom are
        directed  to  cooperate  with  the  Committee's  requests,  or  external
        parties.
 
     -  Meet  with  the  Corporation's officers,  external  auditors  or outside
        counsel, as necessary.
 
II.  AUDIT COMMITTEE COMPOSITION AND MEETINGS
 
The Audit Committee shall be comprised of three or more directors, each of  whom
shall be independent of management and free from any relationship that could, in
the view of the Board of Directors, be reasonably expected to interfere with the
exercise of their independent judgment as a member of the Committee. All members
of  the Committee shall be  financially literate and at  least one member of the
Committee shall be  designated as a  financial expert as  defined by  applicable
legislation  and regulation. Committee members are  appointed by the Board. From
time to  time the  Board may  appoint additional  members of  the Committee,  or
remove any member from the Committee.
 
The  Committee shall meet  at least four  times annually, or  more frequently as
circumstances dictate. The Audit Committee Chairman shall prepare and/or approve
an agenda  in advance  of each  meeting. The  Committee will  invite members  of
management,  auditors  or  others  to  attend  meetings  and  provide  pertinent
information,  as  necessary.  It   will  meet  separately,  periodically,   with
management, with internal auditors and with external auditors. It will also meet
periodically in executive session.
 
III. AUDIT COMMITTEE RESPONSIBILITIES
 
The Committee will carry out the following responsibilities:
 
     A. FINANCIAL REPORTING
 
     -  Review  significant accounting and reporting issues and understand their
        impact on the financial statements.
 
     -  Discuss the annual audited financial statements and quarterly  financial
        statements  with  management and  the  external auditors,  including the
        Corporation's disclosures under "Management's Discussion and Analysis of
        Financial Condition and Results of Operations" and approve the financial
        statements and recommend their approval to the Board.
 
                                        30

 
     -  Review disclosures  made  by  the  Chief  Executive  Officer  and  Chief
        Financial Officer during the certification process.
 
     -  Discuss  earnings  news releases  as well  as financial  information and
        earnings guidance provided to analysts and rating agencies.
 
     B. INTERNAL CONTROL
 
     -  Review reports  on  the  effectiveness  of  the  Corporation's  internal
        control system, including information technology security and control.
 
     -  Understand  the scope of  the internal and  external auditors' review of
        internal  control  over  financial  reporting,  and  obtain  reports  on
        significant  findings  and recommendations,  together  with management's
        responses.
 
     C. EXTERNAL AUDIT
 
     -  Review  the  external  auditor's  proposed  audit  scope  and  approach,
        including coordination of audit effort with internal audit.
 
     -  Review  the  performance of  the external  auditors and  recommend their
        appointment or discharge to the Board.
 
     -  Ensure the rotation of the lead audit partner every five years and other
        audit partners every seven  years and consider  whether there should  be
        regular rotation of the audit firm itself.
 
     -  Present its conclusions with respect to the external auditor to the full
        Board.
 
     D. INTERNAL AUDIT
 
     -  Review  with management and the  Vice President, Internal Audit Services
        the charter, plans, activities, staffing and organizational structure of
        the internal audit function.
 
     -  Confirm and assure the independence  of the internal audit function  and
        concur  in  the  appointment,  replacement  or  dismissal  of  the  Vice
        President, Internal Audit Services.
 
     -  Review the effectiveness of the internal audit function.
 
     -  Meet separately with the Vice  President, Internal Audit Services, on  a
        regular  basis, to  discuss any matters  that the  Committee or internal
        audit believes should be discussed privately.
 
     E. COMPLIANCE
 
     -  Review with the Corporation's counsel and management, at least annually,
        any  legal  matters  that  could  have  a  significant  impact  on   the
        organization's financial statements.
 
     -  Review with management the effectiveness of the Corporation's system for
        monitoring  compliance with  applicable laws,  regulations and inquiries
        received from regulators or governmental agencies.
 
     -  Establish  procedures  for  the  receipt,  retention  and  treatment  of
        complaints  received by  the Corporation  regarding accounting, internal
        control  or  auditing  matters  and  for  the  confidential,   anonymous
        submission  by  employees  of  the  Corporation  regarding  questionable
        accounting or auditing matters.
 
     -  Monitor, review and oversee compliance by directors and officers of  the
        Corporation of the Standards of Business Conduct and report to the Board
        regarding such compliance.
 
IV. OTHER RESPONSIBILITIES
 
     -  Maintain  minutes  of  meetings and  report  regularly to  the  Board of
        Directors about Committee activities.
 
     -  Review and assess  the adequacy of  this Charter at  least annually  and
        submit the Charter to the Board of Directors for approval.
 
     -  Assess  annually the effectiveness of  the Committee against its Charter
        and report the results of the assessment to the Board.
 
     -  Perform any other activities consistent with this Charter, as  requested
        by the Board.
 
                                        31

 
                                   SCHEDULE C
 
                             INTRAWEST CORPORATION
             CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER
 
I.    CORPORATE GOVERNANCE AND NOMINATING COMMITTEE PURPOSE
 
The  Corporate Governance and Nominating Committee  is appointed by the Board of
Directors to assist the Board in fulfilling its responsibility to  shareholders,
potential   shareholders  and  the   investment  community  regarding  corporate
governance and the nomination process for directors of the Corporation.
 
The Corporate Governance and Nominating  Committee has the authority to  conduct
any  investigation appropriate to fulfilling its responsibilities. The Corporate
Governance and Nominating  Committee can retain,  at the Corporation's  expense,
special  consultants or  experts it  deems necessary  in the  performance of its
duties.
 
II.   CORPORATE GOVERNANCE AND NOMINATING COMMITTEE COMPOSITION AND MEETINGS
 
The Corporate  Governance  and Nominating  Committee  shall be  comprised  of  a
minimum  of three directors, each of whom shall be independent of management and
free from any relationship that could, in the view of the Board of Directors, be
reasonably expected to interfere with the exercise of their independent judgment
as a committee member. Committee members  are appointed by the Board. From  time
to time the Board may appoint additional members of the Committee, or remove any
member from the Committee.
 
The  Committee shall meet at least  twice annually. The Corporate Governance and
Nominating Committee Chairman shall prepare and/or approve an agenda in  advance
of each meeting.
 
III.  CORPORATE GOVERNANCE AND NOMINATING COMMITTEE RESPONSIBILITIES AND DUTIES
 
(i)   Review Procedures
 
1.    Consider  and  review  criteria  for  selecting  candidates  for  possible
      election to  the Board  in light  of the  Corporation's circumstances  and
      needs.
 
2.    Recommend  to  the  Board  individuals  for  nomination  for  election  as
      directors of the Corporation at annual meetings of shareholders.
 
3.    Recommend to the  Board individuals  for appointment as  directors of  the
      Corporation to fill vacancies or for newly created director positions.
 
4.    Review,  at least annually, the size  and composition of the Board, taking
      into account age, geographical representation, competencies and skills and
      other issues it considers appropriate.
 
5.    Review and assess the adequacy of the Corporation's policies and practices
      on corporate governance, the  effectiveness of the Board  as a whole,  its
      size and composition, its committees and the individual performance of its
      directors.
 
6.    Review  annually  the Corporation's  directors' and  officers' third-party
      liability insurance to ensure adequacy of coverage.
 
7.    Review annually and recommend to the Board the compensation structure  for
      non-employee directors for Board and committee service.
 
8.    Review  and approve an  appropriate orientation and  education program for
      new members of the Board.
 
9.    Consider  and,  if  thought  fit,  approve  requests  from  directors   or
      committees  of  directors for  the  engagement of  outside  advisors, such
      engagement to be at the Corporation's expense.
 
(ii)  Other Responsibilities
 
10.   Annually assess the effectiveness of the Committee against its Charter and
      report the results of the assessment to the Board.
 
11.   Perform  any   other  activities   consistent  with   this  Charter,   the
      Corporation's  by-laws, and governing  law, as the  Committee or the Board
      deems necessary or appropriate.
 
12.   Maintain minutes  of  meetings  and  regularly  report  to  the  Board  of
      Directors about Committee activities.
 
                                        32

 
                                   SCHEDULE D
 
                             INTRAWEST CORPORATION
                       HUMAN RESOURCES COMMITTEE CHARTER
 
I.    HUMAN RESOURCES COMMITTEE PURPOSE
 
The  Human Resources Committee is appointed by  the Board of Directors to assist
the  Board  in   fulfilling  its  responsibility   to  shareholders,   potential
shareholders and the investment community regarding the levels and form of total
compensation paid to the Corporation's employees.
 
II.   HUMAN RESOURCES COMMITTEE COMPOSITION AND MEETINGS
 
The  Human Resources Committee  shall be comprised of  at least three directors,
each of whom shall be independent  of management and free from any  relationship
that  could, in the  view of the  Board of Directors,  be reasonably expected to
interfere with the exercise of their independent judgment as a committee member.
Committee members are appointed by  the Board. From time  to time the Board  may
appoint  additional  members of  the Committee,  or remove  any member  from the
Committee.
 
The Committee  shall meet  at least  four times  annually. The  Human  Resources
Committee  Chairman shall  prepare and/or approve  an agenda in  advance of each
meeting.
 
III.  HUMAN RESOURCES COMMITTEE RESPONSIBILITIES AND DUTIES
 
(i)   Review Procedures
 
1.    Review and  assess the  adequacy of  this Charter  at least  annually  and
      submit it to the Board of Directors for approval.
 
2.    Together  with the Chief Executive Officer  ("CEO"), develop and approve a
      clear  position  description  for  the  CEO,  which  includes  delineating
      management's responsibilities.
 
3.    Annually review and approve the corporate goals and objectives relevant to
      the CEO and the Chief Financial Officer ("CFO") and evaluate the CEO's and
      CFO's performance in light of those goals and objectives.
 
4.    Annually  review  and determine  base  salary, incentive  compensation and
      long-term compensation  for  the  CEO  and the  CFO.  In  its  review  the
      Committee   will   consider   the   Corporation's   performance,  relative
      shareholder return, the value of similar incentive awards to CEOs and CFOs
      at comparable companies and  the awards given  to the CEO  and the CFO  in
      past years.
 
5.    Establish  the succession  plan for the  CEO position for  review with the
      Board.
 
6.    Review and approve the  levels and form of  the total compensation of  the
      Corporation's senior management.
 
7.    Approve  management succession and development plans for the Corporation's
      senior management.
 
8.    Oversee and monitor employee compensation strategies and benefits.
 
9.    Produce for  review  and approval  by  the  Board a  report  on  executive
      compensation for inclusion in the Corporation's information circular.
 
10.   Authorize, approve, adopt and oversee the Corporation's
      incentive-compensation  plans and  equity-based plans,  including, without
      limitation, the  Corporation's  Stock  Option  Plan,  Executive  Long-Term
      Incentive Plan, Employee Share Purchase Plan, Funded Share Purchase Plans,
      Key  Executive Employee  Benefit Plan,  Key Executive  Deferred Share Unit
      Plan, Intrawest Corporation Whistler Blackcomb Employee Savings and  Share
      Purchase  Plan, Employee's Pension Plan and Designated Executives' Pension
      Plan (Registered Portion  and Non-Registered Portion),  provided that  any
      plan  or  arrangement providing  for the  issuance  by the  Corporation of
      shares of  the  Corporation,  and the  alteration,  change,  amendment  or
      modification  of any  such plan or  arrangement, shall be  approved by the
      Board.
 
(ii)  Other Responsibilities
 
11.   Assess annually the effectiveness of the Committee against its Charter and
      report the results of the assessment to the Board.
 
                                        33

 
12.   Perform  any   other  activities   consistent  with   this  Charter,   the
      Corporation's  by-laws, and governing  law, as the  Committee or the Board
      deems necessary or appropriate.
 
13.   Maintain minutes  of  meetings  and  report  regularly  to  the  Board  of
      Directors about Committee activities.
 
IV.  OUTSIDE ADVISORS
 
The  Committee shall  have authority  to retain  consultants, legal  counsel and
other advisors  as  the  Committee  may consider  necessary  to  carry  out  its
responsibilities.  Any such firm,  consultant, counsel or advisor  may be any of
the firms  or  persons  that presently  or  in  the past  have  represented  the
Corporation  or  may  be  any  other  independent  person  or  firm sufficiently
qualified to advise the Committee with  respect to the matters to be  addressed.
The  Corporation shall  pay all  fees and  disbursements of  any person  or firm
retained by the Committee.
 
                                        34

 
                             INTRAWEST CORPORATION
 
                                 ANNUAL MEETING
                                November 7, 2005
 
                                     PROXY
       THIS PROXY IS SOLICITED BY THE MANAGEMENT OF INTRAWEST CORPORATION
 
     The undersigned holder of common shares ("Common Shares") without par value
of Intrawest Corporation (the "Corporation") hereby appoints Joe S. Houssian or,
failing him, Gordon H. MacDougall or, instead of either of them,
 
--------------------------------------------------------------------------------
 
as  proxyholder and nominee of  the undersigned to attend  and act at the Annual
Meeting of the Corporation to  be held on November  7, 2005 and any  adjournment
thereof  (the "Meeting") with authority to vote thereat for and on behalf of the
undersigned and  directs  the proxyholder  to  vote  the Common  Shares  of  the
Corporation held by the undersigned in respect of the matters indicated below as
follows:
 
1.    The election as a director of the Corporation of:
 


                                              FOR                  WITHHOLD VOTE
                                              ---                  -------------
                                                    
     Joe S. Houssian                          [ ]                       [ ]
     David A. King                            [ ]                       [ ]
     Gordon H. MacDougall                     [ ]                       [ ]
     Paul M. Manheim                          [ ]                       [ ]
     Marti Morfitt                            [ ]                       [ ]
     Paul A. Novelly                          [ ]                       [ ]
     Bernard A. Roy                           [ ]                       [ ]
     Khaled C. Sifri                          [ ]                       [ ]
     Nicholas C.H. Villiers                   [ ]                       [ ]
     Alex Wasilov                             [ ]                       [ ]

 
2.    The  appointment of  KPMG LLP,  Chartered Accountants  as auditors  of the
      Corporation:
 
      [ ] FOR            [ ] WITHHOLD VOTE
 
3.    The authority of the Audit Committee of the Board of Directors to fix  the
      remuneration of the auditors:
 
      [ ] FOR            [ ] AGAINST
 
Date:
--------------------------------------------- , 2005.
 
---------------------------------------------------------------------------
Signature of Shareholder
 
Name of Shareholder:
--------------------------------------------------
                     (Please print clearly)
 
                               (Please see over)

 
                                     NOTES
 
1.    Please complete, sign and date the enclosed form of proxy and return it to
      CIBC  Mellon Trust  Company, 1066  West Hastings  Street, Suite  1600, The
      Oceanic Plaza, Vancouver,  British Columbia,  Canada V6E 3X1  by no  later
      than 11:00 a.m. (Vancouver time) on November 4, 2005.
 
2.    This proxy is solicited by the management of the Corporation. Please refer
      to  the Information  Circular accompanying  the enclosed  Notice of Annual
      Meeting.
 
3.    The shares represented by this proxy will be voted or withheld from voting
      in accordance with the instructions of the shareholder on any ballot  that
      may  be  called for  and, if  the shareholder  specifies with  certainty a
      choice with respect to any  matter to be acted  upon, such shares will  be
      voted accordingly.
 
4.    The  authority conferred hereunder may be exercised at the sole discretion
      of the proxyholder in respect of: (i) each matter set out in the proxy for
      which no choice is specified; (ii) any amendments to or variations of  any
      of  the matters identified  in the enclosed Notice  of Annual Meeting; and
      (iii) other business which may properly be brought before the Meeting.
 
5.    If no choice is specified  in this proxy and one  of the persons named  in
      this  form of proxy is appointed as proxyholder, the shares represented by
      this proxy will be voted in favor of such matter.
 
6.    A shareholder  has the  right  to appoint  a person,  who  need not  be  a
      shareholder, as proxyholder at the Meeting other than the persons named in
      this  form of proxy and may do so by inserting in the blank space provided
      the name and address of the person whom the shareholder wishes to appoint.
 
7.    In order to be valid  this form of proxy must  be dated and signed by  the
      shareholder  or  his  attorney  duly  authorized  in  writing  or,  if the
      shareholder is  a corporation,  under its  seal or  by a  duly  authorized
      officer or agent thereof or attorney therefor.
 
(See "Validity of Proxy" on page 26 of the Information Circular)