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February 2, 2012
VIA SEDAR
To the Canadian Securities Administrators
RE: | Tembec Inc. |
| Annual General Meeting of Shareholders held on January 26, 2012 |
| Report on Voting Results |
In accordance with Section 11.3 ofNational Instrument 51-102 – Continuous Disclosure Obligations("NI 51-102"), the following are voting results from the annual general meeting of shareholders of Tembec Inc. (the “Corporation”) held on January 26, 2012 at 11:00 a.m. The matters voted upon were approved as follows:
Matter Voted Upon | Voting Results |
1. Election of Directors | By a vote by way of show of hands, all nominees for election as directors were elected to hold office for the ensuing year or until their directors are elected or appointed. |
| |
| If a ballot vote had been taken, based upon proxy votes by shareholders received by the Corporation, the voting results for the election of directors would have been: |
| | | |
| Name of Nominee | Votes For % | Votes Withheld |
| | | % |
| Norman M. Betts | 98.55 | 1.45 |
| James E. Brumm | 98.45 | 1.55 |
| James N. Chapman | 98.34 | 1.66 |
| James V. Continenza | 98.34 | 1.66 |
| Michel Dumas | 98.68 | 1.32 |
| Jacques Leduc | 99.04 | 0.96 |
| James M. Lopez | 99.04 | 0.96 |
| Pierre Lortie | 99.05 | 0.95 |
| Francis M. Scricco | 98.27 | 1.73 |
| David J. Steuart | 98.96 | 1.04 |
| Lorie Waisberg | 98.57 | 1.43 |
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2. Appointment of Auditors | By a vote by way of show of hands, KPMG LLP, Chartered Accountants, were appointed as the Corporation’s auditors to hold office until the next annual meeting of shareholders, or until their successors are appointed, and the directors were authorized to determine their remuneration. |
| |
| If a ballot vote had been taken, based upon proxy votes by shareholders received by the Corporation, the voting results for appointment of auditors would have been: |
| Votes For % | Votes Withheld % |
| 99.43 | 0.57 |
(s) Patrick LeBel
Patrick LeBel
Vice President, General Counsel and
Corporate Secretary
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