Tembec announces adoption of advance notice by-law

Date: 
November 24, 2016

Montreal, QuebecTembec (the "Company") announced today that its Board of Directors (the "Board") has adopted By-Law No. 2016-2 relating to advance notice requirements for director elections (the "Advance Notice By-Law") to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company in connection with any annual or special meeting of the shareholders.

The purpose of the Advance Notice By-Law is (i) to ensure that all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote; and (ii) to facilitate an orderly and efficient process for annual or special meetings of shareholders of the Company. The Advance Notice By-Law fixes the deadlines by which shareholders must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in a timely written notice to the Company for any director nominee to be eligible for election at such annual or special meeting of shareholders.

Pursuant to the Advance Notice By-Law, shareholders seeking to nominate candidates for election as directors other than pursuant to a proposal or requisition of shareholders made in accordance with the provisions of the Canada Business Corporations Act must provide timely written notice in proper form to the Corporate Secretary of the Company. To be timely, a shareholder's notice must be received (i) in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by the shareholder may be received not later than the close of business on the 10th day following the date of such public announcement; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the Board, not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made. The Advance Notice By-Law also prescribes the proper written form for a shareholder's notice. The Board may, in its sole discretion, waive any requirement under these provisions.

The Advance Notice By-law is effective immediately and will be placed before shareholders for approval, confirmation and ratification at the next Annual and Special Meeting of Shareholders of the Company scheduled to be held on January 26, 2017 (the "Meeting"). Pursuant to the provisions of the Canada Business Corporations Act, the Advance Notice By-Law will cease to be effective unless it is approved, ratified and confirmed by a resolution adopted by a majority of the votes cast by the shareholders of the Company at the Meeting. The full text of the Advance Notice By-law is available under the Company's profile at www.sedar.com.

Tembec is a manufacturer of forest products – lumber, pulp, paper, and specialty cellulose – and a global leader in sustainable forest management practices. Principal operations are in Canada and France. Tembec has approximately 3,000 employees and annual sales of approximately $1.5 billion. Tembec is listed on the Toronto Stock Exchange (TMB).

This press release includes “forward-looking statements” within the meaning of securities laws. Such statements relate, without limitation, to the Company’s or management’s objectives, projections, estimates, expectations or predictions of the future and can be identified by words such as “may”, “will”, “could”, “anticipate”, “estimate”, “expect” and “project”, the negative or variations thereof, and expressions of similar nature. Forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience, information available to it and its perception of future developments. Such statements are subject to a number of risks and uncertainties, including, but not limited to, changes in foreign exchange rates, product selling prices, raw material and operating costs and other factors identified in the Company’s periodic filings with securities regulatory authorities, including under the “risk factors” section of the Company’s most recent Annual Information Form. Many of these risks are beyond the control of the Company and, therefore, may cause actual actions or results to materially differ from those expressed or implied herein. The forward-looking statements contained herein reflect the Company’s expectations as of the date hereof and are subject to change after such date. The Company disclaims any intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable securities legislation.

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Investor Contact:        
Michel Dumas
Executive Vice President, Finance and Chief Financial Officer
Tel.: 819 627-4268
michel.dumas@tembec.com

Media Contact:
Linda Coates
Vice President, Human Resources and Corporate Affairs
Tel.: 416 775-2819
linda.coates@tembec.com