0001062993-12-005428 Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT December 13, 2012
Shareholder Rights Plan Agreement • December 14th, 2012 • Tembec Inc. • Pulp mills

Shareholder Rights Plan Agreement dated December 13, 2012 between Tembec Inc. (the "Corporation"), a corporation incorporated under the laws of Canada, and Computershare Trust Company of Canada, a company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent", which term includes any successor Rights Agent under this Agreement).

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