<Page>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND
MANAGEMENT PROXY CIRCULAR
------------------------
QUEBECOR WORLD INC. (FORMERLY KNOWN AS QUEBECOR PRINTING INC.)
------------------------
(Translation of Registrant's Name into English)
612 Saint-Jacques Street, Montreal, Quebec, H3C 4M8
------------------------
(Address of Principal Executive Office)
(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 whether the registrant by furnishing the information
contained in this form 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__
<Page>
Notice of Annual and Special Meeting of Shareholders
and Management Proxy Circular of
QUEBECOR WORLD INC.
Filed in this Form 6-K
Documents index
1. Notice of Annual and Special Meeting of Shareholders to be held on
April 3, 2002 and Management Proxy Circular;
2. Proxy Form for Shareholders
<Page>
[QUEBECOR WORLD LOGO]
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an Annual and Special Meeting of the holders of
Multiple Voting Shares and Subordinate Voting Shares of Quebecor World Inc. (the
"Corporation") will be held at the Hotel Windsor, 1170 Peel Street, Montreal,
Quebec, Canada on Wednesday, April 3, 2002 at 10:00 a.m. (the "Meeting"), for
the purposes of:
1. receiving the consolidated financial statements of the Corporation for the
year ended December 31, 2001 and the Auditors' Report thereon;
2. electing directors;
3. considering and, if deemed appropriate, adopting a resolution to approve the
Quebecor World Inc. Management Stock Purchase Plan;
4. considering and, if deemed appropriate, adopting a resolution to approve the
Quebecor World UK Employee Share Ownership Plan;
5. considering and, if deemed appropriate, adopting a resolution to approve the
Quebecor World France Employee Investment Fund Plan;
6. considering and, if deemed appropriate, adopting a resolution confirming the
repeal of the existing Code of General By-Laws of the Corporation and its
replacement by a new By-Law One, enacted and approved by the Board of
Directors on February 4, 2002;
7. appointing Auditors and authorizing the Board of Directors to determine
their remuneration; and
8. transacting such other business as may properly be brought before the
Meeting.
Enclosed is a copy of the 2001 Annual Report of the Corporation including the
consolidated financial statements and the Auditors' Report thereon, together
with the Management Proxy Circular of the Corporation and a form of proxy.
BY ORDER OF THE BOARD OF DIRECTORS,
[SIGNATURE]
Marie D. Hlavaty
Vice President, General Counsel and Secretary
Montreal, Canada
March 1, 2002
------------------------------------
IMPORTANT
Shareholders registered at the close of business on February 15, 2002 are
entitled to receive notice of the Meeting. SHAREHOLDERS WHO ARE UNABLE TO ATTEND
THE MEETING IN PERSON ARE URGED TO COMPLETE AND SIGN THE ENCLOSED FORM OF PROXY
AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED FOR THAT PURPOSE. To be
valid, proxies must be received at the office of the Secretary of the
Corporation, 612 St. Jacques Street, Montreal, Quebec, Canada, H3C 4M8, or c/o
Computershare Trust Company of Canada, Stock Transfer Services, P.O. Box 1900,
Succ. B, Montreal, Quebec, Canada, H3B 3L6 no later than April 2, 2002 at
5:00 p.m. (local time).
------------------------------------
<Page>
MANAGEMENT PROXY CIRCULAR
[QUEBEC WORLD INC. LOGO]
612 St. Jacques Street
Montreal, Quebec
Canada
H3C 4M8
SOLICITATION OF PROXIES
THIS MANAGEMENT PROXY CIRCULAR (THE "CIRCULAR") IS FURNISHED IN CONNECTION
WITH THE SOLICITATION BY THE MANAGEMENT OF QUEBECOR WORLD INC. (THE
"CORPORATION") OF PROXIES FOR USE AT THE ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS OF THE CORPORATION TO BE HELD ON WEDNESDAY, APRIL 3, 2002 (THE
"MEETING") AT THE TIME AND PLACE AND FOR THE PURPOSES MENTIONED IN THE NOTICE OF
MEETING AND AT ANY AND ALL ADJOURNMENTS THEREOF.
Except as otherwise indicated, the information contained herein is given as
at February 6, 2002. All dollar amounts appearing in this Circular are in
Canadian dollars, except if another currency is specifically mentioned. On
December 31, 2001, the Bank of Canada quoted the exchange rate between the
Canadian dollar and the U.S. dollar at CDN$1.5926 per US$1.00 and the exchange
rate between the Canadian dollar and the French Franc at CDN$0.2163 per FF1.00.
The solicitation of proxies is made primarily by mail. However, officers and
employees of the Corporation may solicit proxies directly, but without
additional compensation. In addition, the Corporation shall, upon request,
reimburse brokerage firms and other custodians for their reasonable expenses in
forwarding proxies and related material to beneficial owners of shares of the
Corporation. The cost of soliciting proxies shall be borne by the Corporation.
This cost is expected to be nominal.
APPOINTMENT OF PROXYHOLDERS
The persons named as proxyholders in the accompanying form of proxy are
directors and officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO
APPOINT AS PROXYHOLDER A PERSON (WHO IS NOT REQUIRED TO BE A SHAREHOLDER) OTHER
THAN THE PERSONS WHOSE NAMES ARE PRINTED AS PROXYHOLDERS IN THE ACCOMPANYING
FORM OF PROXY, BY STRIKING OUT SAID PRINTED NAMES AND INSERTING THE NAME OF HIS
CHOSEN PROXYHOLDER IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE IN THE FORM OF
PROXY.
To be valid, proxies must be received at the office of the Secretary of the
Corporation, 612 St. Jacques Street, Montreal, Quebec, Canada, H3C 4M8, or c/o
Computershare Trust Company of Canada, Stock Transfer Services, P.O. Box 1900,
Succ. B, Montreal, Quebec, Canada, H3B 3L6, no later than April 2, 2002 at
5:00 p.m. (local time).
REVOCATION OF PROXIES
A shareholder giving a proxy may revoke the proxy by instrument in writing
executed by the shareholder or by his attorney duly authorized in writing or, if
the shareholder is a corporation, by an instrument in writing executed by an
officer or attorney thereof duly authorized, and deposited at the office of the
Secretary of the Corporation, 612 St. Jacques Street, Montreal, Quebec, Canada,
H3C 4M8, at any time until 5:00 p.m. (local time) on the last business day
preceding the Meeting, or any adjournment thereof at which the proxy is to be
used, or with the Chairman of such Meeting, on the day of the Meeting or any
adjournment thereof, or in any other manner permitted by applicable law.
VOTING OF SHARES AT THE MEETING
The persons named in the enclosed proxy will vote the shares in respect of
which they are appointed in accordance with the instructions of the shareholder
appointing them. UNLESS OTHERWISE INDICATED, THE VOTING RIGHTS ATTACHING TO THE
SHARES REPRESENTED BY A FORM OF PROXY WILL BE VOTED "FOR" IN RESPECT OF ALL
PURPOSES DESCRIBED HEREIN.
The enclosed proxy confers discretionary authority upon the persons named
therein with respect to all amendments to matters identified in the Notice of
Meeting and to any other matter which may properly come before the Meeting.
Management knows of no such amendments, variations or other matters to come
before the Meeting.
<Page>
Unless otherwise indicated, the matters submitted to a vote at the Meeting
must be passed by a majority of the votes cast by the holders of Multiple Voting
Shares and Subordinate Voting Shares, voting as a single class, present at the
Meeting in person or by proxy.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The shares of the Corporation having the right to vote at the Meeting are
the Multiple Voting Shares and the Subordinate Voting Shares. Each Multiple
Voting Share carries the right to ten votes and each Subordinate Voting Share
carries the right to one vote. As of February 6, 2002, there were 54,735,597
Multiple Voting Shares and 85,448,388 Subordinate Voting Shares issued and
outstanding.
The holders of Multiple Voting Shares and the holders of Subordinate Voting
Shares whose names appear on the list of shareholders prepared at the close of
business on February 15, 2002 (the "Record Date") will be entitled to vote at
the Meeting and any adjournment thereof if present or represented by a proxy
thereat.
To the knowledge of the directors and officers of the Corporation, the only
person who beneficially owns or exercises control or direction over more than
10% of the shares of any class of voting shares of the Corporation is
Quebecor Inc. ("Quebecor"), directly and through its affiliated entities. As of
February 6, 2002, Quebecor held a total of 53,711,277 Multiple Voting Shares,
representing 98.13% of the Multiple Voting Shares outstanding and 84.88% of all
the voting interests in the Corporation.
MANAGEMENT'S REPORT AND FINANCIAL STATEMENTS
The Management's Report, the consolidated financial statements and the
auditors' report thereon, for the year ended December 31, 2001, included in the
Corporation's 2001 Annual Report, will be submitted to the shareholders at the
Meeting, but no vote with respect thereto is required nor will one be taken.
ELECTION OF DIRECTORS
The articles of the Corporation provide that the Board of Directors shall
consist of a minimum of three and a maximum of 15 directors. It is proposed by
the Management of the Corporation that 12 directors be elected for the current
year. The term of office of each director so elected will expire upon the
election of his or her successor unless he or she shall resign from his or her
office or his or her office shall become vacant by death, removal or other
cause. The Management of the Corporation does not contemplate that any of the
nominees for election at the Meeting will be unable, or for any reason will
become unwilling, to serve as a director but, if that should occur prior to the
election, the persons named in the accompanying form of proxy reserve the right
to vote for another nominee in their discretion unless the shareholder has
specified that his shares are to be withheld from voting on the election of
directors.
All nominees whose nomination as director is hereby submitted are currently
directors of the Corporation.
Except where authority to vote on the election of directors is withheld, the
persons named in the accompanying form of proxy will vote for the election of
the 12 nominees whose names are hereinafter set forth.
In November 2001, it was announced that the Right Honourable Brian Mulroney
would assume the role of Chairman of the Board of Directors from Mr. Jean Neveu
coincident with the election of the Corporation's directors for the year 2002.
Mr. Neveu will remain a director of the Corporation.
2
<Page>
The following table sets forth certain information in respect of the
nominees for election to the Board of Directors. Except where indicated or as
disclosed in previous management proxy circulars of the Corporation, all
nominees have been engaged in the principal occupation next to their names for
more than five years.
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------------
SUBORDINATE VOTING
SHARES OWNED OR UNITS HELD
DIRECTOR CONTROLLED DIRECTLY UNDER THE DSU
NAME PRINCIPAL OCCUPATION SINCE OR INDIRECTLY(1) PLAN(2)
- --------------------------------------------------------------------------------------------------------------------
REGINALD K. BRACK........... Former Chairman and Chief Executive 1999 2,000 1,881.447
Officer, Time Inc.
(Magazines and books publisher)
CHARLES G. CAVELL........... President and Chief Executive Officer 1989 34,609(3) -- (4)
of the Corporation
ROBERT COALLIER............. Executive Vice-President and Chief 1991 -- 2,222.973
Financial Officer, Molson Inc.
(Brewing company)
JAMES DOUGHAN............... Corporate Director, Consultant 2001 -- 766.802
RAYMOND LEMAY............... Corporate Director 1989 1,000(5) 622.269
EILEEN A. MERCIER........... President, Finvoy Management Inc. 1999 1,300 622.269
(Management consulting firm),
Vice-Chair of the Board, Workplace
Safety and Insurance Board (Ontario)
(Government oversight body)
THE RIGHT HONOURABLE BRIAN Senior Partner, Ogilvy Renault 1997 3,400(6) 1,543.536
MULRONEY, P.C., C.C., (Barristers and Solicitors)
LL.D......................
JEAN NEVEU.................. Chairman of the Board of the 1989 1,800(7) --
Corporation and of Quebecor
(Communications holding company),
Chairman, TVA Group Inc. (Television
broadcasting company)
ROBERT NORMAND.............. Corporate Director 1999 1,000 2,014.696
ERIK PELADEAU............... Vice Chairman of the Board and Senior 1989 -- (8)(9) 1,622.124
Executive Vice President of the
Corporation, Vice Chairman of the
Board of Quebecor (Communications
holding company), and Vice Chairman
of the Board of Quebecor Media Inc.
(Communications company)
PIERRE KARL PELADEAU........ President and Chief Executive Officer 1989 -- (9) 1,618.992
of Quebecor (Communications holding
company), President and Chief
Executive Officer of Quebecor
Media Inc. (Communications company),
Chairman of the Board of Nurun Inc.
(Information technology management
consultants), and Chairman of the
Board of Netgraphe Inc. (Portals and
web site company)
ALAIN RHEAUME(10)........... President and Chief Executive 1997 -- 2,787.417
Officer, Microcell PCS (Personal
communications services company)
- --------------------------------------------------------------------------------------------------------------------
</Table>
(1) This information has been provided to the Corporation by the respective
nominees. This information excludes shares of subsidiaries of the
Corporation that may be owned by a nominee director in order to qualify as a
director of such subsidiaries under applicable law.
(2) The amounts in this column are as of December 31, 2001. In 2000, the
Corporation implemented a Directors Deferred Stock Unit Plan for the benefit
of its directors. See "Compensation of Directors and Executive
Officers -- Compensation of Directors" on page 4 of this Circular.
(3) Mr. Cavell also owns 6,000 Class B Subordinate Voting Shares of Quebecor.
(4) No compensation paid for services rendered as director.
(5) Mr. Lemay also owns 1,250 Class A Multiple Voting Shares of Quebecor.
(6) On October 31, 2001, the Board of Directors granted the Right Honourable
Brian Mulroney an option to subscribe for 50,000 Subordinate Voting Shares
at an exercise price of $33.50 per share. Mr. Mulroney also owns 1,000
Class A Multiple Voting Shares of Quebecor.
(7) Mr. Neveu also owns 65,614 Class B Subordinate Voting Shares of Quebecor.
(8) Mr. Erik Peladeau exercises control over 5,340 Class B Subordinate Voting
Shares of Quebecor.
(9) Les Placements Peladeau Inc., a corporation controlled by a trust
constituted for the benefit of Messrs. Erik Peladeau and Pierre Karl
Peladeau, has voting control of Quebecor, the Corporation's parent company,
with 17,465,264 Class A Multiple Voting Shares and 19,800 Class B
Subordinate Voting Shares of Quebecor. The aforementioned trust also
exercises control over Gestion Peladeau Inc., which holds 1,300 Subordinate
Voting Shares of the Corporation and 43,700 Class A Multiple Voting Shares
and 900 Class B Subordinate Voting Shares of Quebecor. In addition,
Imprimerie Hebdo Inc., a corporation controlled by such trust, holds 3,200
Class A Multiple Voting Shares of Quebecor.
(10) Mr. Rheaume has held his current position since February 9, 2001. Prior to
that date, he occupied the positions of Executive Vice President, Chief
Financial Officer and Treasurer of Microcell Telecommunications Inc.
3
<Page>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
Since April 1, 2000, all outside directors of the Corporation receive a base
compensation of $25,000 per year, plus directors' fees of $1,500 for each
meeting in which they participate. In addition, the Chairman of a committee of
the Board of Directors receives a fee of $5,000 per year.
In addition to the compensation described above, the Corporation
implemented, on April 1, 2000, a Directors Deferred Stock Unit Plan (the "DSU
Plan") for the benefit of its directors. Under the DSU Plan, each director
receives a portion of his compensation package in the form of units, such
portion to be equal to at least 50% of his annual base compensation referred to
above. Subject to certain conditions, each director may elect to receive, in the
form of units, up to 100% of the fees payable to him in respect of his services
as a director, including the balance of his base compensation, directors' fees
or any other fees payable to him.
Under the DSU Plan, directors are credited, on the last day of each fiscal
quarter of the Corporation, a number of units determined on the basis of the
amounts payable to each such director in respect of such fiscal quarter, divided
by the value of a unit. The value of a unit corresponds to the weighted average
trading price of the Subordinate Voting Shares on The Toronto Stock Exchange for
the five trading days immediately preceding such date. Units take the form of a
bookkeeping entry credited to the account of a director which cannot be
converted to cash for as long as the director remains a member of the Board of
Directors.
Subject to certain limitations, all of a director's units will be redeemed
by the Corporation and the value thereof paid after the director ceases to be a
director of the Corporation. For the purpose of redeeming units, the value of a
unit shall correspond to the fair market value of a Subordinate Voting Share on
the date of redemption. The fair market value is defined as the closing price of
the Subordinate Voting Shares on The Toronto Stock Exchange on the last trading
day preceding such redemption date.
Units confer the right to receive dividends that are paid as additional
units at the same rate as the dividends paid on the Subordinate Voting Shares.
In 2001, with the exception of Mr. Marcello A. De Giorgis, no director
ceased to act as director and thereby caused the redemption of units by the
Corporation. Mr. De Giorgis' mandate expired on April 4, 2001, which caused the
redemption of 725.746 units by the Corporation for an aggregate amount of
$28,391.19.
In 2001, the twelve directors of the Corporation earned an aggregate of
$464,500 (including the value of units attributed) for services rendered in such
capacity. Of this amount, $130,125 was paid in cash and the balance was paid in
the form of 16,428.271 units issued under the DSU Plan.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows certain selected compensation information for
(i) Mr. Charles G. Cavell, the President and Chief Executive Officer of the
Corporation, (ii) the four most highly compensated executive officers of the
Corporation during the financial year ended December 31, 2001, and (iii) one
other individual who would have been among the four most highly compensated
executive officers but for the fact that he was not serving as an executive
officer of the Corporation at the end of the financial year ended December 31,
2001 (collectively, the "Named Executive Officers"), for services rendered in
all capacities during the financial years ended December 31, 2001, 2000 and
1999.
4
<Page>
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION
--------------------------------------------------
OTHER
ANNUAL
NAME AND SALARY BONUS(1) COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)
- --------------------------------------------------------------------------------------------------
Charles G. Cavell* 2001 1,222,352 -- -- (2)
President and Chief Executive 2000 1,112,317 1,320,000 -- (2)
Officer of the Corporation 1999 1,094,458(4) 720,000 71,943
- --------------------------------------------------------------------------------------------------
Marc L. Reisch*(5) 2001 US675,000 -- -- (2)
President and Chief Executive 2000 US600,000 US705,000 -- (2)
Officer, Quebecor World North 1999 US600,000(6) US321,500 -- (2)
America
- --------------------------------------------------------------------------------------------------
Christian M. Paupe* 2001 399,038 -- -- (2)
Executive Vice-President, 2000 354,306 289,800 -- (2)
Chief Administrative Officer and 1999 331,075 139,750 -- (2)
Chief Financial Officer of the
Corporation
- --------------------------------------------------------------------------------------------------
Guy Trahan 2001 US400,000 US238,500 -- (2)
President, 2000 US365,000 US 35,488 -- (2)
Quebecor World Latin America 1999 US342,000 US 33,750 -- (2)
- --------------------------------------------------------------------------------------------------
Vincent Bastien(7) 2001 444,796(8) -- -- (2)
President, 2000 84,547(8)(9) 46,108 -- (2)
Quebecor World Europe
- --------------------------------------------------------------------------------------------------
Christopher H. Rudge(11) 2001 475,000 -- -- (2)
2000 494,691 541,500(13) -- (2)
1999 363,248 218,437 -- (2)
- --------------------------------------------------------------------------------------------------
<Caption>
- ----------------------------------- ---------------------------------------------------
LONG-TERM COMPENSATION
-----------------------------------
AWARDS PAYOUTS
------------------------ --------
SECURITIES
UNDER RESTRICTED
OPTIONS/ SHARES OR
SARS RESTRICTED LTIP ALL OTHER
NAME AND GRANTED(3) SHARE UNITS PAYOUTS COMPENSATION
PRINCIPAL POSITION (#) ($) ($) ($)
- ----------------------------------- ---------------------------------------------------
Charles G. Cavell* 64,637 -- -- --
President and Chief Executive 77,399 -- -- --
Officer of the Corporation 408,708 -- -- --
- -----------------------------------
Marc L. Reisch*(5) 53,576 -- -- --
President and Chief Executive 150,000 -- -- --
Officer, Quebecor World North 550,000 -- -- --
America
- -----------------------------------
Christian M. Paupe* 15,425 -- -- --
Executive Vice-President, 6,829 -- -- --
Chief Administrative Officer and 130,000 -- -- --
Chief Financial Officer of the
Corporation
- -----------------------------------
Guy Trahan 16,296 -- -- --
President, 503 -- -- --
Quebecor World Latin America 17,490 -- -- --
- -----------------------------------
Vincent Bastien(7) 2,790 -- -- --
President, 10,000(10) -- -- --
Quebecor World Europe
- -----------------------------------
Christopher H. Rudge(11) 13,956 -- -- 344,633(12)
17,224 -- -- --
111,356 -- -- --
- -----------------------------------
</Table>
* These Named Executive Officers are also members of the Office of the Chief
Executive Officer of the Corporation.
(1) Bonus amounts are paid in cash in the year following the financial year in
respect of which they are awarded.
(2) Perquisites do not exceed the lesser of $50,000 or 10% of the total of the
salary and bonuses.
(3) Underlying Securities: Subordinate Voting Shares.
(4) This includes an amount of $200,000 paid to Mr. Cavell by Sun Media
Corporation, an indirect subsidiary of Quebecor, for services rendered as
Chairman of the Board of Sun Media Corporation from February 28, 1999 to
December 31, 1999.
(5) Mr. Reisch joined the Corporation in August 1999 following the merger of the
Corporation with World Color Press, Inc. On October 20, 1999, in accordance
with the terms and conditions of the merger agreement entered into by the
Corporation relating to the merger with World Color Press, Inc., Mr. Reisch
received a cash payment of US$3,836,680, as well as 110,060 Subordinate
Voting Shares of the Corporation in exchange for 453,539 options to purchase
common stock of World Color Press, Inc.
(6) Represented Mr. Reisch's annual base salary in 1999. From the time
Mr. Reisch joined the Corporation in August 1999, the amount of
Mr. Reisch's base salary actually disbursed by the Corporation in 1999 was
$US219,231.
(7) Mr. Bastien joined the Corporation in October 2000.
(8) A portion of Mr. Bastien's compensation for the years 2001 and 2000 was paid
in French Francs.
(9) Represented Mr. Bastien's annual base salary in 2000. From the time
Mr. Bastien joined the Corporation in October 2000, the amount of
Mr. Bastien's base salary actually disbursed by the Corporation in such year
was $20,540.
(10) In 2000, Mr. Bastien received options to subscribe for 10,000 Subordinate
Voting Shares pursuant to his employment agreement. See the description of
Mr. Bastien's employment arrangement under the heading "Employment
Arrangements and Agreements" at page 10 of this Circular.
(11) Mr. Rudge resigned from full-time employment with the Corporation as of
December 31, 2001. Prior to his departure, Mr. Rudge had acted since
November 2000 as Chairman and Chief Executive Officer, Que-Net Media and
Executive Vice President, Marketing and International Sales, Development for
the Corporation. Prior to such time, Mr. Rudge had acted as President,
Quebecor World International and President, Quebecor World Canada.
(12) Paid in connection with Mr. Rudge's departure from the Corporation.
Mr. Rudge is entitled to certain salary continuation and pension credits
until June 30, 2003.
(13) Bonus amount for the year 2000 also relates to Mr. Rudge's former role of
President, Quebecor World Canada.
5
<Page>
OPTIONS GRANTED IN 2001
The Corporation has established a stock option plan for its executives (the
"Executive Stock Option Plan") which is administered by the Compensation
Committee of the Corporation. Participants in the Executive Stock Option Plan
are granted options which may be exercised to purchase Subordinate Voting Shares
of the Corporation. In addition, in 1991, a distinct stock option plan was
established for Mr. Charles G. Cavell, President and Chief Executive Officer
(who is also eligible to participate in the Executive Stock Option Plan),
pursuant to which Mr. Cavell was granted options to subscribe for a total of
135,000 Subordinate Voting Shares (the "CEO Stock Option Plan"). As of
February 6, 2002, Mr. Cavell had subscribed for a total of 127,500 Subordinate
Voting Shares under the CEO Stock Option Plan.
The following table sets forth grants of stock options to subscribe for
Subordinate Voting Shares under the Executive Stock Option Plan and the CEO
Stock Option Plan during the fiscal year ended December 31, 2001 to the Named
Executive Officers.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------------
SECURITIES % OF TOTAL MARKET VALUE OF
UNDER OPTIONS/SARS SECURITIES
OPTIONS/ GRANTED TO UNDERLYING
SARS EMPLOYEES IN EXERCISE OR OPTIONS/SARS ON
GRANTED FINANCIAL YEAR BASE PRICE THE DATE OF GRANT
NAME (#) (%) ($/SECURITY) ($/SECURITY) EXPIRATION DATE
- -------------------------------------------------------------------------------------------------------------------
Charles G. Cavell 64,637 9.77 34.036 33.65(1) February 15, 2011
- -------------------------------------------------------------------------------------------------------------------
Marc L. Reisch 53,576 8.10 US22.3981 US21.85(2) February 15, 2011
- -------------------------------------------------------------------------------------------------------------------
Christian M. Paupe 15,425 2.33 34.036 33.65(1) February 15, 2011
- -------------------------------------------------------------------------------------------------------------------
Guy Trahan 16,296 2.46 US22.3981 US21.85(2) February 15, 2011
- -------------------------------------------------------------------------------------------------------------------
Vincent Bastien 2,790 0.42 34.036 33.65(1) February 15, 2011
- -------------------------------------------------------------------------------------------------------------------
Christopher H. Rudge 13,956 2.11 34.036 33.65(1) February 15, 2011
- -------------------------------------------------------------------------------------------------------------------
</Table>
(1) Based on the closing sale price of the Subordinate Voting Shares on The
Toronto Stock Exchange on the date preceding the grant date.
(2) Based on the closing sale price of the Subordinate Voting Shares on the
New York Stock Exchange on the date preceding the grant date.
6
<Page>
OPTIONS EXERCISED IN 2001
The following table indicates for each of the Named Executive Officers the
number of options to purchase Subordinate Voting Shares, if any, exercised
during the financial year ended December 31, 2001, the gains realized upon
exercise, the total number of unexercised options held at December 31, 2001, and
the value of such unexercised options at that date.
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/ "IN-THE-MONEY" OPTIONS/
SECURITIES AGGREGATE SARS AT FY-END SARS AT FY-END(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------
Charles G. Cavell 195,152 3,282,340 239,452 883,564 1,754,759 5,878,518
- ----------------------------------------------------------------------------------------------------------------------
Marc L. Reisch -- -- 125,000 578,576 -- --
- ----------------------------------------------------------------------------------------------------------------------
Christian M. Paupe 20,000 164,225 -- 132,254 -- 315,001
- ----------------------------------------------------------------------------------------------------------------------
Guy Trahan -- -- 51,545 357 976,164 3,845
13,575 39,118 US66,067 US76,558
- ----------------------------------------------------------------------------------------------------------------------
Vincent Bastien -- -- -- 12,790 -- 21,745
- ----------------------------------------------------------------------------------------------------------------------
Christopher H. Rudge -- -- 10,247 143,095 116,842 479,923
- ----------------------------------------------------------------------------------------------------------------------
</Table>
(1) The Aggregate Value Realized upon exercise is the difference between the
closing sale price of the Subordinate Voting Shares on The Toronto Stock
Exchange (or on the New York Exchange for U.S. participants) on the exercise
date and the exercise price of the Named Executive Officers' option.
(2) The Value of Unexercised In-The-Money Options at Financial Year-End is the
difference between the option price and the closing sale price of the
Subordinate Voting Shares on The Toronto Stock Exchange on December 31, 2001
(or on the New York Stock Exchange for U.S. participants). This gain, unlike
the gain set forth in the column "Aggregate Value Realized", has not been,
and may never be, realized. The underlying options have not been, and may
not be, exercised; and actual gains, if any, on exercise will depend on the
value of the Subordinate Voting Shares on the date of exercise. The closing
sale prices of the Subordinate Voting Shares on The Toronto Stock Exchange
and on the New York Stock Exchange on December 31, 2001 were $35.88 per
share and US$22.56 per share, respectively.
7
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PENSION BENEFITS
CANADIAN BASIC PLAN. The Corporation maintains a basic pension plan for its
non-unionized Canadian employees. The pension is calculated on the basis of the
average salary of the five consecutive years in which the salary was the
highest, including bonuses, multiplied by the number of years of membership in
the plan as an executive officer. The pension is payable at the normal
retirement age of 65 years or from the age of 62, without reduction if the
executive officer has completed a minimum of ten years of service with the
Corporation.
The maximum pension payable under the pension plan is as prescribed by the
INCOME TAX ACT. An executive officer contributes to the plan an amount equal to
5% of his salary not exceeding $86,111, up to a maximum of $4,305 per year.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------
YEARS OF MEMBERSHIP
------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30
- -------------------------------------------------------------------------------------------------------------
$86,111 or more $ 17,222 $ 25,833 $ 34,444 $ 43,056 $ 51,667
- -------------------------------------------------------------------------------------------------------------
</Table>
The pension is payable for life. In case of death after retirement, the plan
provides a five years full pension guarantee starting at the retirement date.
After such period, the surviving spouse will continue to receive for life 60% of
the pension.
As of December 31, 2001, the credited number of years of membership in the
plan for those Named Executive Officers who participate were for Mr. Charles
G. Cavell, 20 years and 6 months, for Mr. Christian M. Paupe, 3 years, for
Mr. Guy Trahan, 13 years and 7 months and for Mr. Christopher H. Rudge,
10 years and 6 months.
ADDITIONAL BENEFITS FOR MR. CHARLES G. CAVELL. The pension of Mr. Charles
G. Cavell is calculated on the basis of his average annual earnings (including
bonuses) during the three consecutive years of continuous service which produces
the highest average annual earnings. The pension is payable without reduction
from the age of 60 and is indexed each year. The pension is payable for life. In
case of death after retirement, the plan provides a five year full pension
guarantee starting at the retirement date. After such period, the surviving
spouse will continue to receive for life 66 2/3% of the pension. The credited
service of Mr. Cavell as of December 31, 2001 (two years per year of membership
in the plan) was 26 years and 6 months.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------
YEARS OF MEMBERSHIP
------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30
- -------------------------------------------------------------------------------------------------------------
$900,000 $171,389 $257,083 $342,778 $428,472 $ 514,167
- -------------------------------------------------------------------------------------------------------------
$1,100,000 $211,389 $317,083 $422,778 $528,472 $ 634,167
- -------------------------------------------------------------------------------------------------------------
$1,300,000 $251,389 $377,083 $502,778 $628,472 $ 754,167
- -------------------------------------------------------------------------------------------------------------
$1,500,000 $291,389 $437,083 $582,778 $728,472 $ 874,167
- -------------------------------------------------------------------------------------------------------------
$1,700,000 $331,389 $497,083 $662,778 $828,472 $ 994,167
- -------------------------------------------------------------------------------------------------------------
$2,000,000 $391,389 $587,083 $782,778 $978,472 $1,174,167
- -------------------------------------------------------------------------------------------------------------
</Table>
Mr. Charles G. Cavell also has an additional retirement benefit, whereby he
is guaranteed to receive, under certain conditions, upon retirement, payment of
a maximum lump sum amount of $600,000, which amount is subject to downward
adjustments if the closing sale price of the Corporation's Subordinate Voting
Shares, at the time of his retirement (60 years of age), is less than $16.67 per
share (as adjusted to reflect any share subdivision or consolidation).
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CANADIAN SUPPLEMENTARY RETIREMENT PLANS. In addition to the basic Canadian
pension plan, the Corporation provides supplementary retirement plans for its
Canadian executive officers. These plans are personalized and provide for the
following additional benefits in accordance with the number of years of
membership in the plan upon retirement:
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------
YEARS OF MEMBERSHIP
------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30
- -------------------------------------------------------------------------------------------------------------
$300,000 $ 27,171 $ 40,757 $ 54,343 $ 67,928 $ 81,514
- -------------------------------------------------------------------------------------------------------------
$400,000 $ 42,671 $ 64,007 $ 85,343 $106,678 $128,014
- -------------------------------------------------------------------------------------------------------------
$500,000 $ 58,171 $ 87,257 $116,343 $145,428 $174,514
- -------------------------------------------------------------------------------------------------------------
$600,000 $ 73,671 $110,507 $147,343 $184,178 $221,014
- -------------------------------------------------------------------------------------------------------------
</Table>
The pension is payable according to the same specifications as under the
basic Canadian Plan. At December 31, 2001, the number of years of membership in
the plan for the Named Executive Officers are for Mr. Guy Trahan, 11 years and
10 months and for Mr. Christopher H. Rudge, 8 years and 7 months of membership
in the Canadian supplementary retirement plans.
U.S. PENSION PLAN BENEFITS. The Corporation's U.S. subsidiary, Quebecor
World (USA) Inc., sponsors the Quebecor World Pension Plan (the "Pension Plan"),
in which certain employees based in the U.S. participate. The Pension Plan
provides for the determination of a participant's lump sum accrued benefit based
on an accumulation of pension credits multiplied by final average pay. For
service on and after January 1, 2001, accumulated pension credits are based on
years of service (3% under 5 years, 4% from 5-10 years of service, 5% from
10-15 years of service, 6% from 15-20 years of service, 8% over 20 years of
service). For service prior to January 1, 2001, benefits earned under a
predecessor plan were transitioned as accumulated pension credits. A participant
in the Pension Plan becomes fully vested in his accrued benefit after the
completion of five years of service.
Benefits under the Pension Plan are limited to the extent required by
provisions of the U.S. Internal Revenue Code and the Employee Retirement Income
Security Act of 1974, as amended. If payment of actual retirement benefits is
limited by such provisions, an amount equal to any reduction in retirement
benefits will be paid as a supplemental benefit under an unfunded Restoration
Plan. In addition, certain executive officers, among others, are eligible to
participate in a Supplemental Executive Retirement Plan, which provides for
retirement benefits based on compensation, including base pay, incentive bonus
and years of service. The following sets forth the combined annual retirement
benefits under the Pension Plan, the Restoration Plan, and the Supplemental
Executive Retirement Plan (exclusive of Social Security payments) payable on a
straight single life annuity basis to Mr. Reisch, assuming continued service
until age 65 and current compensation levels remain unchanged.
<Table>
<Caption>
- -----------------------------------------------------------------------------------------
ESTIMATED ANNUAL BENEFITS PAYABLE UPON
NAME RETIREMENT
- -----------------------------------------------------------------------------------------
Marc L. Reisch US$500,250
- -----------------------------------------------------------------------------------------
</Table>
EUROPE. Mr. Vincent Bastien participates in France's mandatory Social
Security Plan.
EMPLOYMENT ARRANGEMENTS AND AGREEMENTS
The Corporation has entered into employment arrangements and agreements with
the following Named Executive Officers who remain in the employment of the
Corporation.
MARC L. REISCH. The terms of employment of Mr. Marc L. Reisch, the
President and Chief Executive Officer, Quebecor World North America, contemplate
that he will be paid an annual salary of US$700,000 in 2002. He will also
participate in the Corporation's short-term incentive plan, Executive Stock
Option Plan and Cash Long-Term Incentive Plan and he is entitled to all other
benefits commensurate with his position.
CHRISTIAN M. PAUPE. On December 3, 1998, Mr. Christian M. Paupe, the
Executive Vice President, Chief Administrative Officer and Chief Financial
Officer of the Corporation, entered into an employment agreement with the
Corporation. Pursuant to the terms and conditions of such agreement, as amended,
Mr. Paupe will be paid an annual salary of $410,000 in 2002 and is entitled to
participate in the Corporation's short-term incentive plan,
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Executive Stock Option Plan and Cash Long-Term Incentive Plan. Mr. Paupe was
granted an interest-free loan of $150,000 repayable over five years (the full
amount of which was still outstanding as of February 6, 2002), and he is
entitled to all other benefits commensurate with his position. Upon termination
of Mr. Paupe's employment without cause, the Corporation has agreed to forego
repayment of the then outstanding balance of the $150,000 loan.
GUY TRAHAN. On July 7, 1997, Mr. Guy Trahan, President, Quebecor World
Latin America, entered into an employment agreement with the Corporation.
Pursuant to the terms and conditions of his employment agreement, as amended,
Mr. Trahan will be paid an annual salary of US$425,000 in 2002. He is also
entitled to participate in the Corporation's short-term incentive plan, the
Executive Stock Option Plan, the Cash Long-Term Incentive Plan, as well as being
entitled to certain expatriate benefits and other benefits commensurate with his
position. Mr. Trahan has also entered into a non-competition agreement with the
Corporation.
VINCENT BASTIEN. On September 14, 2000, Mr. Vincent Bastien, who currently
holds the title of President, Quebecor World Europe, entered into an employment
agreement with the Corporation. Pursuant to the terms and conditions of his
employment agreement, as amended, Mr. Bastien will be paid an annual base salary
of 2,173,000 FF for 2002. He is also entitled to participate in the
Corporation's short-term incentive plan, Executive Stock Option Plan and Cash
Long-Term Incentive Plan. In 2000, Mr. Bastien received options to subscribe for
10,000 Subordinate Voting Shares exercisable at an exercise price of $34.22 in
their entirety four years after the date of grant; however; none of these
options may be exercised should Mr. Bastien leave his employment with the
Corporation before such date. The Corporation has also agreed to grant
Mr. Bastien every year beginning on the commencement date of his employment a
number of options to subscribe for Subordinate Voting Shares equal to 75% of his
annual base salary, subject to the terms and conditions of the Executive Stock
Option Plan and upon certain objectives being attained.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee recognizes the fundamental value added by a
highly committed management team. The skills and impact of this group of
individuals are essential to the successful management of the Corporation and
vital to the formulation and implementation of its strategic plan. The executive
compensation package reviewed by the Compensation Committee aims primarily at:
- MAXIMIZING THE CREATION OF SHAREHOLDER VALUE;
- PROMOTING THE ACHIEVEMENT OF ORGANIZATIONAL OBJECTIVES;
- ENSURING THAT FINANCIAL TARGETS ARE ACHIEVED OR EXCEEDED; AND
- ATTRACTING, RETAINING AND REWARDING KEY CONTRIBUTORS.
The executive compensation package is composed of three major components:
(i) base salary and benefits; (ii) short-term incentive compensation; and
(iii) long-term incentive compensation.
SALARY AND BENEFITS
Salary and benefits policies of the Corporation are determined using various
annual compensation surveys that are representative of the commercial printing
industry and large industrial companies and organizations with international
operations, certain of which are specifically prepared on behalf of the
Corporation by consulting firms on the basis of a list of comparable
corporations. The base compensation paid to employees of the Corporation is
established on the basis of business trends in the countries where the
Corporation operates, taking into account economic trends, the Corporation's
profitability and the return on capital. On the basis of an overall budget
authorized by the Board of Directors, each operational unit must justify the
evolution of its salary and benefits policies based on its results.
SHORT-TERM INCENTIVE COMPENSATION
The Corporation maintains a short-term incentive plan (known as the
Management Incentive Compensation Plan) for the senior management of the
Corporation and its subsidiaries which provides for the payment of cash bonuses
to managers whose business units (products groups or divisions) reach results in
line with the budget approved by the Corporation, and additional bonuses if the
operating results have exceeded the budgeted results. Since January 2001, the
payment of bonuses is also tied to the achievement of personal objectives. The
Corporation's short-term incentive plan focuses on the achievement of key
financial performance indicators such as operating
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income, cash return on capital employed, cost of capital and earnings per share.
The amount of these payments must be approved by the Compensation Committee.
In the case of the Named Executive Officers, incentive bonuses vary in
proportion to base salary, depending primarily on the level of responsibilities,
when the financial and strategic objectives are achieved. When such objectives
are exceeded, bonuses are higher; when objectives are not met, the incentive
bonuses are lower, or nil, depending on the circumstances.
LONG-TERM INCENTIVE COMPENSATION
The long-term incentive component is made up of (i) the Executive Stock
Option Plan which provides for the issuance to executive officers of options to
purchase Subordinate Voting Shares of the Corporation and (ii) the Corporation's
Cash Long-Term Incentive Plan implemented in December 2000 and in effect as of
January 1, 2001.
(I) EXECUTIVE STOCK OPTION PLAN
The Compensation Committee determines the executives and directors eligible
for the granting of options pursuant to the Executive Stock Option Plan. It also
determines the size of each grant and the date on which each grant is to become
effective. The exercise price of options granted is equal to the average of the
closing sale prices of the Subordinate Voting Shares traded on The Toronto Stock
Exchange for prices in Canadian dollars and on the New York Stock Exchange for
prices in US dollars, on the last five trading days immediately preceding the
date of grant. The options may be exercised during periods not exceeding ten
years from the grant date.
The number of options granted annually to executives and directors is
determined exclusively on the basis of a multiple of the base salary of such
persons. The specific number of options which may be granted is determined with
reference to the market value of the Subordinate Voting Shares. The multiple
ranges between 10% and 200% of the annual base salary, and the number of
outstanding options held by the executives or directors is not taken into
account when determining the number of options that should be granted under
normal grants.
Options granted prior to February 23, 2000 may generally be exercised as
follows: (i) on or after the second anniversary of the grant date, as to 25% of
the optioned shares or any part thereof; (ii) on or after each of the third and
fourth anniversary of the grant date, as to an additional 25% of the optioned
shares or any part thereof; and (iii) on or after the fifth anniversary of the
grant date, as to the remaining 25% of the optioned shares or any part thereof,
subject to the right of the Compensation Committee to determine at the time of
grant that a particular option will be exercisable in whole or in part on dates
different from the above, provided that the term of such option is less than ten
years.
Options granted since February 23, 2000 are generally vested equally over a
four-year period (25% each year, starting on the first anniversary of the grant
date). The Compensation Committee may, at its discretion, allow all options
granted under the Executive Stock Option Plan to be exercised, including options
that are not vested, and extend the exercise period of such options, provided
that the term of such options shall not exceed ten years.
Options granted pursuant to the Executive Stock Option Plan will lapse after
a limited period of time after the holder ceases to be employed by the
Corporation. In the event of death, any option held by the optionee lapses
twelve months after his death. In the event the optionee's employment terminates
because of retirement, the optionee may exercise the options as and when they
become vested, but in any event no later than the tenth anniversary of the date
of grant. Subject to exceptions under the Executive Stock Option Plan, if the
optionee's employment terminates for any reason other than death or retirement,
all options that are not vested at the date of termination shall expire and the
optionee shall have 30 days to exercise vested options.
(II) CASH LONG-TERM INCENTIVE PLAN
In December 2000, the Corporation introduced, effective as of January 1,
2001, a long-term incentive plan for the benefit of its key North American,
European and Latin American senior executives designated as the Cash Long-Term
Incentive Plan (the "CLTI Plan").
Payouts under the CLTI Plan are based on the Corporation's performance,
which performance will be evaluated against predetermined objectives at the end
of three-year incentive cycles. Therefore, should the Corporation achieve its
predetermined objectives for any given three-year incentive cycle, the
participant in the CLTI Plan will be awarded a cash payout equal to a
predetermined percentage of his base salary.
11
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Every year, the Compensation Committee will determine which senior
executives will be eligible to participate in the CLTI Plan. It will also
determine the conditions of such participation for each eligible executive as
well as the Corporation's objectives for the relevant three-year incentive
cycle.
The main objectives of the CLTI Plan are to promote the achievement of
three-year financial targets and to retain and reward selected senior
executives.
For the first three-year incentive cycle starting January 1, 2001 and ending
December 31, 2003, the following Named Executive Officers, namely
Messrs. Charles G. Cavell, Marc L. Reisch, Christian M. Paupe, Guy Trahan and
Vincent Bastien, have been selected by the Compensation Committee to participate
in the CLTI Plan.
COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
The level of aggregate compensation of Mr. Charles G. Cavell, the President
and Chief Executive Officer of the Corporation, was determined in relation to
the Corporation's results, Mr. Cavell's overall achievements and comparable
positions with other Canadian industry leaders having international operations.
For the year ended December 31, 2001, the base salary for Mr. Charles G. Cavell,
for the performance of the functions described above, was $1,222,352. In 2002,
Mr. Cavell will be entitled to receive an annual base salary of $1.25 million.
Under the Corporation's short-term incentive plan, Mr. Cavell's objectives for
2001 were based on cash returned on capital employed and earnings per share. In
the context of the Corporation not attaining operating income and earnings per
share objectives, Mr. Cavell was not awarded a bonus under the Corporation's
short-term incentive plan for the 2001 financial year.
In connection with Mr. Cavell's exercise of options to subscribe for 30,000
Subordinate Voting Shares of the Corporation on June 26, 2000, the Corporation
granted to Mr. Cavell on such date a loan in the amount of $373,490. Such loan
is interest-free and shall be repaid at the latest on June 26, 2010. As of
February 6, 2002, an amount of $359,160.34 remained outstanding for such loan.
The repayment of the loan is secured by a pledge of 10,000 Subordinate Voting
Shares of the Corporation held by Mr. Cavell. Notwithstanding the maturity date
of the loan, (i) while any balance of the loan is outstanding, the Corporation
shall retain all dividends paid on the 10,000 pledged Subordinate Voting Shares
and shall apply same to the partial repayment of the loan, and (ii) if any of
the 30,000 Subordinate Voting Shares acquired as a result of the exercise of the
options are sold by Mr. Cavell while any balance of the loan is outstanding,
Mr. Cavell shall repay to the Corporation the portion of the balance of the loan
then outstanding which corresponds to the number of Subordinate Voting Shares so
sold divided by the total number of Subordinate Voting Shares acquired upon
exercise of the options.
CONCLUSION
By way of application of the Corporation's executive compensation policy, an
important part of executive compensation is linked to corporate, business unit
and individual performance, as well as stock performance and long-term
improvement. The Compensation Committee continuously reviews executive
compensation programs to ensure that they maintain their competitiveness and
continue to focus on the Corporation's objectives, values and business
strategies.
Depending on specific circumstances, the Committee may also recommend
employment terms and conditions that deviate from the policies and the execution
by the Corporation or its subsidiaries of employment contracts on a case-by-case
basis.
FOR THE COMMITTEE:
Raymond Lemay (Chairman)
Jean Neveu
Erik Peladeau
Pierre Karl Peladeau
Alain Rheaume
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PERFORMANCE GRAPH
The performance graph presented below illustrates the cumulative total
return of a $100 investment in the Corporation's Subordinate Voting Shares,
compared with the cumulative total return of The Toronto Stock Exchange TSE 300
Composite Index, the Standard & Poor's 500 Index and the Standard & Poor's /
TSE 60 Composite Index in Canadian dollars.
The year-end values of each investment are based on share appreciation plus
dividends paid in cash, the dividends having been reinvested on the date they
were paid. The calculations exclude brokerage fees and taxes. Total shareholder
returns from each investment can be calculated from the year-end investment
values shown below the graph.
CUMULATIVE TOTAL RETURNS IN $CDN
VALUE OF $100 INVESTED ON DECEMBER 31, 1995
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<Table>
<Caption>
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
Quebecor World 100 102 141 138 163 159
TSE 300 Index 100 115 113 149 160 140
S&P/TSE 60 100 120 122 163 176 150
S&P 500 ($CDN) 100 139 192 219 206 193
</Table>
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Board of Directors considers good corporate governance practices an
important factor in the overall success of the Corporation. Under the rules of
The Toronto Stock Exchange, the Corporation is required to disclose information
relating to its system of corporate governance with reference to guidelines set
out in the TSE Company Manual (the "TSE Guidelines"). The Corporation's
disclosure addressing each of the TSE Guidelines is set out in Schedule A
to this Circular.
LIABILITY INSURANCE
The Corporation purchases and maintains in force liability insurance for the
directors and officers of the Corporation and of its subsidiaries. This
insurance provides a coverage limit of US$100,000,000 per event and policy year.
For the fiscal year ended December 31, 2001, the Corporation paid US$204,795 in
liability insurance premiums. A deductible of US$500,000 applies when the
Corporation is authorized or obliged to indemnify the persons insured.
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TRANSACTIONS WITH INTERESTED PARTIES
During the fiscal year ended on December 31, 2001, the Corporation and its
subsidiaries have done business, at market rates, with Quebecor and other
organizations within the Quebecor group. The Corporation and its major
subsidiaries intend to continue to engage in similar transactions on terms which
are generally no less favourable to the Corporation than would be available to
it for similar transactions with unaffiliated third parties.
The Corporation considers the amounts paid with respect to the various
transactions discussed above to be reasonable and competitive.
NORMAL COURSE ISSUER BID
On March 29, 2001, the Board of Directors authorized the Corporation to
purchase on the open market, through the facilities of The Toronto Stock
Exchange and the New York Stock Exchange, during the period from April 6, 2001
to April 5, 2002, a maximum of 8,800,000 Subordinate Voting Shares at market
price. As of February 6, 2002, a total of 3,692,200 Subordinate Voting Shares
were purchased by the Corporation under this normal course issuer bid, such
shares having been purchased at an average market price of $40.35.
ADOPTION OF QUEBECOR WORLD INC. MANAGEMENT STOCK PURCHASE PLAN
On February 26, 2002, the Compensation Committee of the Board of Directors
of the Corporation adopted the Quebecor World Inc. Management Stock Purchase
Plan (the "Plan"). The Plan will cover certain executives of the Corporation and
its affiliates, subject to the approval of the Corporation's shareholders.
The Corporation believes that its executives' compensation should be aligned
with the interests of the Corporation's shareholders, and, accordingly, it has
established guidelines for executive stock ownership to align executive
compensation and shareholder interests and to promote executive retention. The
purpose of the Plan is to facilitate the foregoing goals by providing
equity-based compensation to certain executives of the Corporation and its
affiliates, and by facilitating such executives' satisfaction of the
Corporation's stock ownership guidelines. The total number of shares that may be
issued and distributed under the Plan is limited to 2,500,000 Subordinate Voting
Shares, subject to adjustment in the event of stock dividends, stock splits and
similar events. The following is a brief description of the Plan.
Each executive who is eligible to receive an annual incentive bonus (an
"Annual Bonus") under the Corporation's short-term incentive plan (known as the
Management Incentive Compensation Plan) and who is designated an "eligible
executive" by the Board of Directors of the Corporation (or a committee thereof)
may participate in the Plan by electing to defer a percentage of his regular
compensation payments and/or his Annual Bonus, in 10% increments, into the Plan
(a "Compensation Deferral"). An executive's election to defer a percentage of
his regular compensation payments must generally be made prior to January 1 of
the year in which such regular compensation payments are to be paid, and an
election to defer a percentage of his Annual Bonus must be made on or before the
filing date of the eligible executive's performance assessment with respect to
such Annual Bonus. Compensation Deferrals will be credited to an account
established on an eligible executive's behalf in the form of restricted stock
units ("RSUs").
A RSU represents the right to receive one Subordinate Voting Share, subject
to the terms and conditions of the Plan, and a RSU will have a value equal to
the fair market value of one Subordinate Voting Share. For purposes of the Plan,
the fair market value of a Subordinate Voting Share as of any date will
generally be the average of the regular closing prices for sales of Subordinate
Voting Shares on the five trading days immediately prior to such date, as
reported by the stock exchanges on which Subordinate Voting Shares are listed.
On the date that a regular compensation payment or Annual Bonus would be
paid to an eligible executive (the "Award Date"), his account will be credited
with a number of RSUs equal to the amount of his Compensation Deferral, divided
by the fair market value of a Subordinate Voting Share on the Award Date of the
Compensation Deferral ("Purchased RSUs"). In addition, the Corporation will
match the eligible executive's Compensation Deferral by crediting his account
with one RSU for every four Purchased RSUs credited to his account with respect
to such Compensation Deferral ("Matching RSUs").
If the Corporation pays dividends on Subordinate Voting Shares, RSUs
credited to an eligible executive's account with respect to a Compensation
Deferral will earn deemed dividends in the form of RSUs in a number equal to the
product of (i) the number of RSUs credited to the eligible executive's account
with respect to such Compensation Deferral as of the dividend record date,
(ii) the dividend per Subordinate Voting Share, and (iii) a fraction, the
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numerator of which is one, and the denominator of which is the fair market value
of a Subordinate Voting Share on the dividend payment date.
An eligible executive will fully vest in Purchased RSUs and Matching RSUs
credited to his account with respect to a Compensation Deferral at the end of
the three-year period beginning on the Award Date of such Compensation Deferral
(the "Mandatory Deferral Period"), if he is still employed on such date, or, if
earlier, upon certain change of control events of the Corporation (as defined in
the Plan). If the eligible executive's employment is terminated prior to
becoming fully vested in the RSUs credited to his account, he will forfeit a
number of the RSUs, as described below.
Subject to the terms of the Plan, including the vesting and forfeiture
provisions in the case of certain events of termination of employment, RSUs
credited to an eligible executive's account under the Plan with respect to a
Compensation Deferral will be paid to the eligible executive in the form of
Subordinate Voting Shares on the earlier of (i) the eligible executive's
termination of employment, or (ii) the payment date elected by the eligible
executive (the "Payment Date"). The deferral period beginning on the Award Date
of a Compensation Deferral and ending on the eligible executive's elected
Payment Date of such Compensation Deferral must be a whole number of years that
is not less than three.
If an eligible executive does not experience a termination of employment
before he becomes vested in the RSUs credited to his account with respect to a
Compensation Deferral or Compensation Deferrals, as the case may be, then, on or
as soon as practicable after the Payment Date of such Compensation Deferral(s),
the Corporation will issue to the eligible executive a number of Subordinate
Voting Shares equal to the total number of RSUs credited to his account
(including any RSUs credited as deemed dividends) with respect to such
Compensation Deferral(s) as of the Payment Date (with cash for fractional
shares).
If an eligible executive experiences an involuntary termination of
employment (which is a termination by reason of death or disability (as defined
in the Plan) or a termination without cause (as defined in the Plan)) before he
vests in the RSUs credited to his account with respect to a Compensation
Deferral or Compensation Deferrals, as the case may be, he will forfeit a number
of Matching RSUs equal to the product of (i) the number of Matching RSUs
credited to his account with respect to such Compensation Deferral(s) (including
any RSUs credited as deemed dividends with respect to such Matching RSUs) as of
the date of his involuntary termination of employment, and (ii) a fraction, the
numerator of which is the number of days remaining in the respective Mandatory
Deferral Period of such Compensation Deferral(s) after his involuntary
termination of employment, and the denominator of which is the total number of
days in the respective Mandatory Deferral Period. On or as soon as practicable
after his involuntary termination of employment, the Corporation will issue to
the eligible executive a number of Subordinate Voting Shares equal to the number
of RSUs (including any RSUs credited as deemed dividends) credited to his
account with respect to such Compensation Deferral(s) as of the date of his
involuntary termination of employment less the number of forfeited Matching RSUs
(with cash for fractional shares).
If an eligible executive voluntarily terminates employment (which is any
termination of employment that is not an "involuntary termination of employment"
and includes a participant's resignation) before he vests in the RSUs credited
to his account with respect to a Compensation Deferral or Compensation
Deferrals, as the case may be, he will forfeit all Matching RSUs credited to his
account (including any RSUs credited as deemed dividends with respect to such
Matching RSUs) with respect to such Compensation Deferral(s) as of the date of
his voluntary termination of employment. As soon as practicable after his
voluntary termination of employment, the Corporation will issue to the eligible
executive a number of Subordinate Voting Shares equal to the product of (i) the
number of Purchased RSUs credited to his account as of the date of his voluntary
termination of employment with respect to such Compensation Deferral(s),
(ii) the lesser of the fair market value of a Subordinate Voting Share on the
date of the eligible executive's voluntary termination of employment or the
respective Award Date of such Compensation Deferral(s), and (iii) a fraction,
the numerator of which is one, and the denominator of which is the fair market
value of a Subordinate Voting Share as of the date of the eligible executive's
voluntary termination of employment (with cash for fractional shares).
An eligible executive will cease to participate in the Plan when all amounts
deferred by him into the Plan are paid to him.
The Plan may be amended at any time by action of the Board of Directors of
the Corporation, subject to the obtainment of all required regulatory approvals
and the approval of the Corporation's shareholders of certain
15
<Page>
amendments when such approval is required by applicable law, regulation or the
rules or regulations of applicable stock exchanges.
If the aggregate number of Subordinate Voting Shares payable on any Payment
Date under the Plan would cause an issuance of Subordinate Voting Shares under
the Plan in excess of 2,500,000, the number of Subordinate Voting Shares that
would otherwise be payable to eligible executives on such Payment Date will be
proportionately reduced to eliminate the excess, and the Plan will automatically
terminate after such Payment Date. The Plan may also terminate at any earlier
date by action of the Board of Directors of the Corporation. Upon termination,
no new Compensation Deferrals will be permitted under the Plan, but Compensation
Deferrals made before the effective date of the termination will continue to be
subject to the terms of the Plan, and each eligible executive's account will be
maintained, credited and paid pursuant to the provisions of the Plan.
All credits and adjustments to an eligible executive's account under the
Plan will be bookkeeping entries only and will not represent a special reserve
or otherwise constitute a funding of the Corporation's unsecured promise to pay
any amounts under the Plan. An eligible executive will have no voting rights
with respect to RSUs credited to his account.
Therefore, at the Meeting, the shareholders will be asked to consider, and,
if deemed advisable, adopt the following resolutions:
"RESOLVED:
THAT the Quebecor World Inc. Management Stock Purchase Plan (the "Plan"),
which was adopted by the Compensation Committee of the Board of Directors of
the Corporation on February 26, 2002, pursuant to which eligible executives
may elect to defer a portion of their compensation in consideration for
restricted stock units, which, subject to vesting and the other terms and
conditions set forth in the Plan, will represent the right to receive
Subordinate Voting Shares of the Corporation, be and it is hereby approved;
THAT the Plan be, and it is hereby, effective as of April 4, 2002, subject
to the obtainment of all required regulatory approvals;
THAT the Corporation be, and it is hereby authorized, to issue from time to
time Subordinate Voting Shares under the Plan, up to a maximum of 2,500,000
Subordinate Voting Shares."
The Toronto Stock Exchange requires that the Plan be approved upon a
disinterested shareholder vote within the meaning of the TSE Company Manual such
that the Plan is approved by a majority of the votes cast at the Meeting other
than votes attaching to securities beneficially owned by insiders to whom shares
may be issued pursuant to the Plan and such insiders' associates (as that term
is generally defined in applicable securities legislation).
Consequently, none of the insiders of the Corporation to whom shares may be
issued pursuant to the Plan shall be entitled to exercise their votes in respect
of the Plan at the Meeting. Although Mr. Erik Peladeau is both an insider and an
executive of the Corporation, he will not be eligible to participate and thus
receive Subordinate Voting Shares under the Plan and, on that basis, Quebecor,
an associate of Mr. Erik Peladeau, will be entitled to exercise its voting
rights in respect of the Plan. As of February 6, 2002, to the knowledge of the
Corporation, the number of votes attaching to the shares of the Corporation that
will not be counted on the vote in respect of the foregoing resolutions is
226,691.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOUR OF
THE ABOVE RESOLUTIONS. UNLESS INSTRUCTIONS ARE GIVEN TO VOTE AGAINST THE
ADOPTION OF THE PLAN, THE PERSONS WHOSE NAMES APPEAR ON THE ENCLOSED PROXY WILL
VOTE IN FAVOUR OF THE AFOREMENTIONED RESOLUTIONS.
ADOPTION OF QUEBECOR WORLD UK EMPLOYEE SHARE OWNERSHIP PLAN
On December 18, 2001, the Compensation Committee of the Board of Directors
adopted a resolution pursuant to which the Quebecor World UK Employee Share
Ownership Plan (the "UK Plan") was approved by the Corporation. The UK Plan is
to be effective upon the execution of a trust deed by the Corporation, which is
expected to be within one month after the approval of the Corporation's
shareholders for the UK Plan, subject to the obtainment of all required
regulatory approvals, including that of the United Kingdom Inland Revenue.
The purpose of the UK Plan is to permit eligible employees of Quebecor World
(UK) Plc and participating subsidiaries of the Corporation (the "Employers") to
acquire share ownership interests in the Corporation. To be eligible to
participate in the UK Plan, an individual must be employed by one of the
Employers and have completed
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three months of service. The number of shares that may be issued under the UK
Plan is limited to 500,000 Subordinate Voting Shares, subject to adjustments in
the event of stock dividends, stock splits and similar events. The following is
a summary of the UK Plan.
Eligible employees may acquire three types of shares under the UK Plan:
Partnership Shares; Matching Shares; and Dividend Shares (as such terms are
defined below) (the "UK Plan Shares"). All of the UK Plan Shares represent
Subordinate Voting Shares of the Corporation. Barclays Bank Trust Company
Limited will act as the initial trustee of the UK Plan (the "Trustee"). The
Trustee is responsible for administering the UK Plan and will retain legal title
to the UK Plan Shares on behalf of the eligible employees to whom UK Plan Shares
have been allocated (the "Participants") while the shares are held in the
UK Plan.
PARTNERSHIP SHARES: Eligible employees are invited to have Subordinate
Voting Shares acquired on their behalf by the Trustee upon completion of a
Partnership Share Agreement (the "Partnership Shares"), under which eligible
employees authorize the relevant Employer to deduct a portion of their salary in
order to purchase Partnership Shares. The Partnership Share Agreement will set
out the maximum amount (either in monetary or percentage terms) that may be
deducted from an eligible employee's salary and when such deductions will be
made. In no event may more than 10% of an eligible employee's salary (or, if
lower, the limit specified from time to time in paragraph 36 of Schedule 8
to the United Kingdom Finance Act 2000, which is currently UK L125 per month) be
deducted so as to have Partnership Shares acquired on his behalf. The Trustee
will, within 30 days of a payroll deduction, acquire from the Corporation on
behalf of the eligible employee that number of Partnership Shares equal to the
quotient obtained by dividing the monetary amount of a given payroll deduction
by the "Market Value" of the Subordinate Voting Shares. "Market Value" is
defined under the UK Plan as being the average of the high and low prices of a
Subordinate Voting Share on the New York Stock Exchange at the close of business
on the immediately preceding five business days converted into UK pounds on such
days.
MATCHING SHARES: In addition to the Partnership Shares, eligible employees
will have a certain number of "Matching Shares" appropriated on their behalf by
the Trustee. The Matching Shares represent a contribution of Subordinate Voting
Shares issued by the Employer to the account of eligible employees who have
acquired Partnership Shares through the Trustee. The Partnership Share Agreement
will set out the ratio of Matching Shares to Partnership Shares, which will be
one Matching Share issued for every five Partnership Shares.
There is a minimum "Holding Period" during which Matching Shares
appropriated under the UK Plan must be held by the Trustee. The Holding Period
for the Matching Shares is three years. Eligible employees may not normally
assign, charge or otherwise dispose of their beneficial interest in the Matching
Shares during the Holding Period. A Participant's right to the Matching Shares
shall be forfeited if the Participant takes the corresponding Partnership Shares
out of the UK Plan within twelve months of their acquisition.
DIVIDEND SHARES: Cash dividends paid in respect of the UK Plan Shares must
be applied in acquiring Subordinate Voting Shares on behalf of the Participants
("Dividend Shares"). There is a minimum "Holding Period" during which Dividend
Shares acquired under the UK Plan must be held by the Trustee. The Holding
Period for the Dividend Shares is three years. Eligible employees may not
normally assign, charge or otherwise dispose of their beneficial interest in the
Dividend Shares during the Holding Period. The value of the cash dividends used
to acquire Dividend Shares in any year may not exceed the limit specified from
time to time in paragraph 54(1) of Schedule 8 to the United Kingdom Finance Act
2000, which is currently UK L1,500.
When UK Plan Shares are registered in the name of the Trustee, the Trustee
shall, in respect of any matter upon which holders of the Corporation's
Subordinate Voting Shares are entitled to vote at an annual meeting of
shareholders and to exercise voting rights, invite the Participants to direct it
as to how to exercise such voting rights.
The Holding Periods mentioned above for Matching Shares and Dividend Shares
do not apply if a Participant ceases to be employed by the Corporation or any of
its subsidiaries. In addition, a Participant is permitted to accept a takeover
offer for UK Plan Shares during a Holding Period.
The UK Plan will terminate upon the earlier of (i) such date specified in a
"Plan Termination Notice" issued by the Board of Directors to the Trustee in
accordance with applicable English law, and (ii) 80 years from the date of the
trust deed.
The UK Plan may be amended at any time by action of the Board of Directors
of the Corporation, subject to the obtainment of all required regulatory
approvals and the approval of the Corporation's shareholders of certain
amendments when such approval is required by applicable law, regulation or the
rules or regulations of applicable stock exchanges.
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Therefore, at the Meeting, the shareholders will be asked to consider, and,
if deemed advisable, adopt the following resolutions:
"RESOLVED:
THAT the Quebecor World UK Employee Share Ownership Plan (the "UK Plan"),
which was adopted by the Compensation Committee of the Board of Directors of
the Corporation on December 18, 2001, pursuant to which such eligible
employees may have acquired or appropriated on their behalf Subordinate
Voting Shares on the terms specified therein, be and it is hereby approved;
THAT the UK Plan be, and it is hereby, effective upon the execution of a
trust deed by the Corporation in respect of the UK Plan and the obtainment
of all required regulatory approvals, including that of the United Kingdom
Inland Revenue;
THAT the Corporation be, and it is hereby authorized, to issue from time to
time Subordinate Voting Shares under the UK Plan, up to a maximum of 500,000
Subordinate Voting Shares."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOUR OF
THE ABOVE RESOLUTIONS. UNLESS INSTRUCTIONS ARE GIVEN TO VOTE AGAINST THE
ADOPTION OF THE UK PLAN, THE PERSONS WHOSE NAMES APPEAR ON THE ENCLOSED PROXY
WILL VOTE IN FAVOUR OF THE AFOREMENTIONED RESOLUTIONS.
ADOPTION OF QUEBECOR WORLD FRANCE EMPLOYEE INVESTMENT FUND PLAN
On December 18, 2001, the Compensation Committee of the Board of Directors
adopted a resolution pursuant to which the Quebecor World France Employee
Investment Fund Plan (the "French Plan") was approved by the Corporation. It is
presently contemplated that the French Plan will be effective on or about
April 4, 2002, subject to the approval of the Corporation's shareholders and the
obtainment of all required regulatory approvals.
The purpose of the French Plan is to enable eligible employees of Quebecor
World Europe S.A. and its participating subsidiaries in France (the "Employers")
to invest a portion of their annual income on a tax-efficient basis by
purchasing units of one of four pooled investment funds enumerated in the French
Plan (the "Funds"). The following is a summary of the French Plan.
Eligible employees may purchase units of one of the Funds called the
Quebecor World Investment Fund (in French, the "FCPE Quebecor World
Actionnariat") by authorizing a deduction from their monthly pay (or during the
months of June and December to the extent participants have not maximized their
monthly deductions) of 1%, 2%, 3% or 4% of their monthly salary. The Quebecor
World Investment Fund will invest solely in Subordinate Voting Shares of the
Corporation. The maximum number of shares that may be issued by the Corporation
to the Quebecor World Investment Fund under the French Plan is limited to
750,000 Subordinate Voting Shares, subject to adjustments in the event of stock
dividends, stock splits and similar events. The other three Funds will invest in
a variety of securities and other investment instruments, each of which has
different investment objectives and carries different levels of risk. Eligible
employees may invest up to 25% of their annual income through payroll deductions
if they elect to purchase units of any of the Funds other than the Quebecor
World Investment Fund. Contributions to the other three Funds will be sent
directly to the Funds Manager and Depositary of the Funds (as defined below).
BNP Paribas GES is the manager of the Funds (the "Funds Manager") and BNP
Paribas Security Services is the depositary of the Funds (the "Depositary")
under the French Plan. The Funds Manager will purchase Subordinate Voting Shares
from the Corporation on behalf of the Quebecor World Investment Fund.
If participants elect to invest in the Quebecor World Investment Fund, then
the Employers will contribute an additional 20% of the total amount of the
payroll deductions invested by each of its eligible employees under the French
Plan during the relevant payroll deduction period up to a maximum of
2,300 euros per participant per year. The Employer's contribution will be used
to purchase units of the Quebecor World Investment Fund for and in the name of
the participants. All capital gains and income earned by the Funds, such as
gains realized upon the sale of the securities or other instruments held by the
Funds, shall be automatically reinvested in the Funds.
The Funds Manager and the Depositary are responsible under the French Plan
for maintaining a register in which the names of the participants and the number
of Fund units issued to them shall be recorded.
Except as permitted by French law, units issued under the French Plan may
not be transferred, alienated or otherwise disposed of, nor may they be redeemed
by participants during each period commencing on the date a payroll deduction or
investment is made and ending five years thereafter (the "Hold Period"). French
law would
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currently permit a participant to redeem his units before the expiry of the Hold
Period in certain circumstances, including termination of a participant's
employment, death or disability of a participant and other family law events,
such as the marriage or civil union of a participant.
Participants are entitled to shift contributions invested in the Quebecor
World Investment Fund into any of the other three Funds before the expiry of the
Hold Period on April 1 of each year in respect of contributions made before such
date. Participants may also freely switch their investments in the Funds, other
than the Quebecor World Investment Fund, between these Funds at any time.
An eligible employee will cease to participate in the French Plan when his
employment with the Employers is terminated, although if a deduction has been
made in the participant's final deduction period before termination of
employment, then the participant may purchase units under the French Plan solely
in respect of that final deduction.
When a participant is entitled to redeem his Fund units, he has the option
to either (i) receive cash in exchange for the units or (ii) leave the sums
invested as payroll deductions and, if applicable, employer contributions, in
the Funds.
The French Plan may be amended at any time by action of the Board of
Directors of the Corporation, subject to the obtainment of all required
regulatory approvals and the approval of the Corporation's shareholders of
certain amendments when such approval is required by applicable law, regulation
or the rules and regulations of applicable stock exchanges.
The French Plan will be in force initially until December 31, 2002 and will
be automatically renewed thereafter each year unless terminated by the
Corporation.
Therefore, at the Meeting, the shareholders will be asked to consider, and,
if deemed advisable, adopt the following resolutions:
"RESOLVED:
THAT the Quebecor World France Employee Investment Fund Plan (the "French
Plan"), which was adopted by the Compensation Committee of the Board of
Directors of the Corporation on December 18, 2001, pursuant to which such
eligible employees may purchase units of investment funds, one of which
funds shall purchase Subordinate Voting Shares, be and it is hereby
approved;
THAT the French Plan be, and it is hereby, effective on or about April 4,
2002, subject to the obtainment of all required regulatory approvals;
THAT the Corporation be, and it is hereby authorized, to issue from time to
time Subordinate Voting Shares under the French Plan, up to a maximum of
750,000 Subordinate Voting Shares."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOUR OF
THE ABOVE RESOLUTIONS. UNLESS INSTRUCTIONS ARE GIVEN TO VOTE AGAINST THE
ADOPTION OF THE FRENCH PLAN, THE PERSONS WHOSE NAMES APPEAR ON THE ENCLOSED
PROXY WILL VOTE IN FAVOUR OF THE AFOREMENTIONED RESOLUTIONS.
AMENDMENT TO GENERAL BY-LAWS
At its meeting of February 4, 2002, the Board of Directors of the
Corporation passed a resolution approving Special By-Law 2002-1, being a by-law
to repeal the Corporation's Code of General By-Laws, and it enacted a new By-Law
One in replacement thereof. Generally, these amendments were passed so as to
harmonize the Corporation's General By-Laws with the amendments to the CANADA
BUSINESS CORPORATIONS ACT (the "CBCA") that came into force on November 24, 2001
and to update and modernize the Corporation's by-laws in order to (i) avoid
duplication with existing provisions of law provided under the CBCA,
(ii) simplify the governance of the Corporation and (iii) repeal provisions that
are no longer in force.
The amendments to the Corporation's Code of General By-Laws, if confirmed by
the shareholders, will, among other things, provide greater flexibility to the
Corporation in connection with the holding of meetings of shareholders by
permitting it to hold such meetings by telephonic, electronic or other
communications facilities.
The text of the proposed By-Law One, which would replace the Corporation's
existing Code of General By-Laws, is set out in Schedule B to this Circular.
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The text of the proposed confirmatory resolutions which the shareholders are
being asked to consider, and if deemed advisable, adopt reads as follows:
"RESOLVED:
THAT Special By-Law 2002-1 of the Corporation, being a by-law to repeal the
Code of General By-Laws of the Corporation, enacted and made by the
directors of the Corporation on February 4, 2002, is hereby confirmed as
Special By-Law 2002-1 of the Corporation.
THAT By-Law One of the Corporation, being the general administrative by-law
of the Corporation, enacted and made by the directors of the Corporation on
February 4, 2002, is hereby confirmed as By-Law One of the Corporation."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOUR OF
THE ABOVE RESOLUTIONS. UNLESS INSTRUCTIONS ARE GIVEN TO VOTE AGAINST THE
CONFIRMATION OF SPECIAL BY-LAW 2002-1 AND BY-LAW ONE, THE PERSONS WHOSE NAMES
APPEAR ON THE ENCLOSED PROXY WILL VOTE IN FAVOUR OF THE AFOREMENTIONED
RESOLUTIONS.
APPOINTMENT AND REMUNERATION OF AUDITORS
At the Meeting, the shareholders will be called upon to appoint Auditors to
hold office until the next Annual Meeting of Shareholders and to authorize the
directors to establish the remuneration of the auditors so appointed.
Except where authority to vote on the election of auditors is withheld, the
persons whose names appear in the accompanying form of proxy will vote for the
appointment of the firm KPMG LLP as auditors of the Corporation, with
compensation for their services to be determined by the Board of Directors. KPMG
LLP has been acting as auditors of the Corporation since 1990.
OTHER BUSINESS
The Management of the Corporation knows of no other matter to be put before
the Meeting. If, however, any other matters properly come before the Meeting,
the persons designated in the accompanying form of proxy shall vote on such
matters in accordance with their best judgement pursuant to the discretionary
authority conferred thereon by the proxy with respect to such matters.
AVAILABILITY OF DISCLOSURE DOCUMENTS
The Corporation is a reporting issuer under the securities legislation of
all of the provinces of Canada and is registered in the United States and is
therefore required to file continuous disclosure documents such as interim and
annual financial statements, a proxy circular, an annual information form,
material change reports and press releases with such securities regulatory
authorities. Copies of these documents may be obtained free of charge on request
from the Office of the Secretary of the Corporation or through the Internet at
the following addresses: HTTP://WWW.SEDAR.COM and
HTTP://WWW.SEC.GOV/EDGARHP.HTM.
RECEIPT OF SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders entitled to vote at the next annual meeting of shareholders and
who wish to submit a proposal in respect of any matter to be raised at such
meeting must ensure that the Corporation receives their proposal no later than
November 29, 2002.
DIRECTORS' APPROVAL
The Board of Directors of the Corporation has approved the contents of this
Circular and the sending hereof to the holders of Multiple Voting Shares and
Subordinate Voting Shares.
[SIGNATURE]
Marie D. Hlavaty
Vice President, General Counsel and
Secretary
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SCHEDULE A
QUEBECOR WORLD INC.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
AS OF MARCH 1, 2002
<Table>
<Caption>
CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ ------------------------------------------------------------------
1. Board should explicitly assume The mandate of the Board of Directors of the Corporation is to
responsibility for stewardship of the assume the stewardship of its overall administration and to
Corporation, and specifically for: oversee the management of the Corporation's operations.
(a) adoption of a strategic planning Every year the Corporation's senior management reviews and updates
process the Corporation's strategic plan and submits the details of same
to the Board of Directors. The strategic plan reviews the market
position of the Corporation and its potential business strategy to
expand the geographic and the general market position of the
Corporation, including external growth opportunities as well as
the potential for further internal growth. The general objectives
to be achieved by the President and Chief Executive Officer of the
Corporation are established by the Board of Directors in
accordance with such strategic plan. While the strategic planning
process was thoroughly carried out in 2001, a number of strategic
initiatives proposed for 2001 were not pursued due to industry,
market and general economic conditions.
The Board of Directors must ensure that the Corporation's senior
(b) Identification of principal risks, management identifies the principal risks of the Corporation's
and implementing risk management business activities and properly manages such risks. For example,
systems the Corporation has established a department to oversee
environmental-related issues. This department submits to the Board
of Directors a quarterly, detailed environmental report prepared
by its Environmental Committee. Although this Committee is not a
committee of the Board of Directors, its purpose is to ensure the
Corporation-wide compliance with all applicable environmental laws
and requirements. Board members are thus given the opportunity to
assess the Corporation's proactive efforts in dealing with
environmental issues. The Corporation has also adopted a Code of
Business Conduct, under the responsibility of the President and
Chief Executive Officer, the Vice President, Human Resources, and
the Vice President, General Counsel and Secretary. Every new
employee of the Corporation must become familiar with the Code of
Business Conduct and agree to abide by its provisions.
</Table>
A-1
<Page>
<Table>
<Caption>
CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ ------------------------------------------------------------------
The Corporation has implemented a Financial Risk Management
Policy. This policy was recommended for approval by the Audit
Committee to the Board of Directors. The full Board of Directors
adopted the policy at its meeting held on February 4, 2002. The
policy establishes the framework to manage risk within the
Quebecor World group of companies. The key risks identified are
grouped into five categories: refinancing risk, currency, interest
rate, commodity price and investment exposure. The policy also
defines parameters that help the management of the Corporation
minimize the effects of adverse fluctuations in foreign exchange
rates, interest rates and commodity prices on the results of
operations, the financial condition and shareholders' equity of
the Corporation and consequently the potential impact on its
access to credit and capital markets. The Board of Directors has
delegated to the Chief Financial Officer and the Treasurer of the
Corporation the authority to manage and contain risk under the
framework and the guidelines established in the policy. The
exposure of the Corporation is reviewed at least quarterly by the
Chief Financial Officer, who will inform the Executive Committee
or the Board of Directors, among other things, as to the specific
nature of any hedging strategies being implemented by the
Corporation and their potential impact on results of operations or
financial condition of the Corporation.
During 2001, the Corporation initiated a comprehensive assessment
of its enterprise risk management program, including in the areas
of insurance coverage, financial instrument risk and overall
comprehensive risk. The conclusions of this initiative will be
implemented during 2002.
(c) Succession planning, including In an effort to ensure that the Corporation has the necessary
appointing and monitoring senior executive talent to lead and implement its global business plans,
management a succession planning review continued to be a focus during 2001.
The focus was on reviewing the strengths and development
opportunities of the Corporation's key executives while also
identifying potential successors for each key senior management
position.
Consistent with past practice, the Corporation's senior management
appointment process continues to be overseen by the Compensation
Committee in conjunction with the Executive Committee.
(d) Communications policy The Corporation believes it is senior management's responsibility
to issue statements on behalf of the Corporation in matters
relating to communications with investors. In order to provide
information to its shareholders and the financial community at
large, the Corporation has set up a team responsible for investor
relations and corporate communications under the direction of the
Chief Financial Officer. In addition, the Corporation's director
of Investors Relations manages all communications and relations
with the Corporation's shareholders and investors.
The Board of Directors reviews and, where required, approves
statutory disclosure documents prior to their distribution to the
Corporation's shareholders.
</Table>
A-2
<Page>
<Table>
<Caption>
CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ ------------------------------------------------------------------
The Corporation follows the financial disclosure principles set
out by the United States Securities Exchange Commission's
Regulation on Fair Disclosure ("Reg FD"). In keeping with Reg FD,
management is responsible for ensuring that all material financial
information that is communicated publicly is made available to the
investment community as a whole on a simultaneous basis.
Management hosts quarterly conference calls to discuss earnings
announcements, current market conditions and forward-looking
expectations. Such conference calls are open to the general
public, by telephone dial-in or through a simultaneous Internet
webcast, and are advertised in advance by way of a press release
and a notice on the Corporation's web site home page. The
Corporation files information that is being publicly disseminated
simultaneously with the various securities commissions and stock
exchanges, and also posts such information on its web site (for
example, the quarterly Supplemental Disclosure package as well as
management investor presentations). The Board of Directors reviews
with senior management the communications philosophy and the Chief
Financial Officer administers on-going communication of financial
information under these principles.
(e) Integrity of internal control and The Audit Committee, which is composed entirely of outside
management information systems directors, is responsible for assisting the Board of Directors in
the fulfillment of its duties with respect to financial accounting
and reporting practices as well as the adequacy and integrity of
internal controls, risk management policy and management
information systems. In that respect, the Audit Committee reviews
the quarterly and annual financial statements before they are
released as well as observation reports from the internal and
external auditors on internal controls and related systems of the
Corporation.
2. Majority of directors should be The articles of the Corporation provide for a minimum of three and
"unrelated" (independent of a maximum of 15 directors. The Board of Directors is currently
management and free from conflicting composed of 12 directors, seven of whom are unrelated directors.
interest) to the Corporation and the In determining unrelated directors, management of the Corporation
Corporation's significant has nominated those who are not officers of the Corporation or of
shareholder, if any any of its subsidiaries, who are free from any relationship with
Quebecor Inc., the Corporation's parent company, and who are free
of any business relationship which could materially interfere with
their ability to act with a view to the best interest of the
Corporation. The Corporation is of the opinion that the
composition of its Board of Directors fairly reflects the voting
rights of the minority shareholders of the Corporation.
3. Disclose for each director whether he Charles G. Cavell Related President and Chief
is related, and how that conclusion Executive Officer of the
was reached Corporation
The Right Honourable Related Senior Partner with Ogilvy
Brian Mulroney, Renault, legal counsel to
P.C., C.C., LL.D. the Corporation and
Quebecor Inc.
Jean Neveu Related Chairman of the Board of
the Corporation and of
Quebecor Inc.
</Table>
A-3
<Page>
<Table>
<Caption>
CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ ------------------------------------------------------------------
Erik Peladeau Related Vice Chairman of the Board
and Senior Executive Vice
President of the
Corporation, Vice Chairman
of the Board of
Quebecor Inc., and Vice
Chairman of the Board of
Quebecor Media Inc.
Pierre Karl Peladeau Related President and Chief
Executive Officer of
Quebecor Inc., President
and Chief Executive
Officer of Quebecor
Media Inc., Chairman of
the Board of
Netgraphe Inc., and
Chairman of the Board of
Nurun Inc.
Reginald K. Brack Unrelated
Robert Coallier Unrelated
James Doughan Unrelated
Raymond Lemay Unrelated
Eileen A. Mercier Unrelated
Robert Normand Unrelated
Alain Rheaume Unrelated
The Corporation has not established a Committee with the exclusive
4. (a) Appoint a Committee of Directors responsibility of recruiting new nominees to the Board. However,
responsible for proposing to the full the Chairman of the Board solicits, as advisable, the advice of
Board new nominees to the Board and other members of the Board on new nominees to the Board and
for assessing directors on an ongoing assesses same with the input of certain other members of the
basis Board. While there is no formal process for assessing directors on
an ongoing basis, the directors are assessed relative to the
mandate provided to them by resolution and the By-Laws of the
Corporation. In addition, the directors discuss specific
situations from time to time among themselves and/or with the
Chairman of the Board and, as appropriate, steps are taken to
address such situations.
(b) Composed exclusively of outside See 4(a) above.
(non-management) directors, the
majority of whom are unrelated
5. Implement a process for assessing the The Corporation defines the roles of its Board and its Committees
effectiveness of the Board, its through resolutions and its By-Laws and assesses their performance
Committees and individual directors relative to such mandate.
6. Provide orientation and education The Corporation does not have any formal orientation and education
programs for new directors program for new directors. For general information purposes, the
Corporation has prepared a guide containing various information
regarding the Corporation. This guide is updated periodically and
distributed to all Board members. The Chief Financial Officer also
provides to new directors historical and prospective information
relating to the market position, operations and financial
condition of the Corporation.
</Table>
A-4
<Page>
<Table>
<Caption>
CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ ------------------------------------------------------------------
The meetings in which new directors participate (including annual
strategic planning sessions) as well as discussions with other
directors and with management permit new directors to familiarize
themselves rapidly with the operations of the Corporation.
In addition, in order to familiarize the members of the Board with
the Corporation's business activities and principal operations'
managers, the Board has from time to time held meetings over the
past years at its printing facilities located in various Canadian
and U.S. cities (Edmonton, Toronto, Ottawa, Clarksville and
Dallas). Finally, presentations are made regularly to the Board
regarding certain activities of the Corporation.
7. Consider reducing size of Board, with The Corporation considers that the size and composition of its
a view to improving effectiveness Board of Directors allows it to operate in an efficient and
effective manner.
In 2000, the Corporation implemented a Directors Deferred Stock
8. Board should review the adequacy and Unit Plan under which at least 50% of each director's base
form of the compensation of directors compensation is paid to said directors by way of deferred stock
in light of risks and units. Such units are redeemed by the Corporation when the
responsibilities director ceases to act as director of the Corporation. The value
of each unit, on the date of grant and on the date of redemption,
is tied to the value of the Corporation's Subordinate Voting
Shares on The Toronto Stock Exchange. By implementing this plan,
the Corporation has sought to align the interests of its
shareholders with those of its directors and it believes that the
directors' compensation package will be adequately influenced by
the Corporation's general performance.
9. Committees of the Board should The By-Laws of the Corporation provide that the Board of Directors
generally be composed of outside may delegate to any of its Board committees any power that the
(non-management) directors, a Board may exercise, except such powers which by law a committee of
majority of whom are unrelated directors has no authority to exercise. The Board has established
directors the following committees:
The EXECUTIVE COMMITTEE is composed of six directors, four of whom
are related (Charles G. Cavell, Jean Neveu, Erik Peladeau and
Pierre Karl Peladeau) and two of whom are unrelated (Raymond Lemay
and Alain Rheaume). Currently, three of the related directors are
members of management (Charles G. Cavell, Jean Neveu and Erik
Peladeau). The Chairman of this Committee is Jean Neveu. The
Executive Committee exercises all the powers of the Board of
Directors in respect of the management and direction of the
business and affairs of the Corporation, subject to certain
restrictions under applicable laws. The Executive Committee met 14
times during the past fiscal year.
</Table>
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<Caption>
CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ ------------------------------------------------------------------
The AUDIT COMMITTEE is composed of three directors, Robert
Coallier (Chairman), Reginald K. Brack, and Robert Normand, all of
whom are outside and unrelated directors. The Committee reviews
the Corporation's annual and quarterly financial statements,
monitors the audit services rendered by the Corporation's
independent auditors and reviews their recommendations and
management's efforts to follow-up on same, and ensures that the
Corporation has established adequate financial and accounting
control mechanisms. The Audit Committee is responsible for
ensuring the integrity of the Corporation's internal audit process
and management information systems. One of the objectives of this
Committee is to assist the Corporation's directors in duly
executing their duties and responsibilities, including those
relating to their financial accountability. This Committee is also
charged with reviewing and making recommendations as to the
Corporation's risk management controls and policies and, to this
end, during 2001, the Audit Committee reviewed and recommended for
approval by the Board of Directors the Corporation's Financial
Risk Management Policy. The Audit Committee is also responsible
for reinforcing the role of the Corporation's unrelated directors
by fostering discussions between the directors, the members of the
Audit Committee, management and the Corporation's external and
internal auditors, and ensuring the discussion and the resolution
of questions, if any, pertaining to the presentation of financial
information. The Audit Committee held 5 meetings during the past
fiscal year.
The COMPENSATION COMMITTEE is composed of five directors, three of
whom are related (Erik Peladeau, Pierre Karl Peladeau and Jean
Neveu) and two of whom are unrelated (Raymond Lemay and Alain
Rheaume). Two of the related directors are currently members of
management (Erik Peladeau and Jean Neveu). The Chairman of the
Compensation Committee is Raymond Lemay. The Compensation
Committee is responsible for the establishment of the general
compensation policies pertaining to salaries, bonuses and any
other form of compensation for employees of the Corporation. It
also establishes the compensation of the senior executives of the
Corporation and administers the Executive Stock Option Plan, the
Employee Stock Purchase Plans and the Cash Long-Term Incentive
Plan. In addition, it approves the payment of bonuses to officers
who have met or exceeded the requirements of the Corporation's
budgetary forecasts and/or other objectives under the
Corporation's short-term incentive plan. This Committee also
oversees the Corporation's succession planning in conjunction with
the Executive Committee. The Board of Directors appoints the
Corporation's senior officers upon the recommendation of the
President and Chief Executive Officer. This Committee periodically
reports on its activities to the Corporation's Board of Directors.
The Compensation Committee met two times during the last fiscal
year.
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<Caption>
CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ ------------------------------------------------------------------
The PENSION COMMITTEE is composed of three directors, Eileen A.
Mercier (Chair), James Doughan and Raymond Lemay, all of whom are
outside and unrelated directors. This Committee reviews the
policies proposed by the Corporation's pension fund managers and
the performance of such funds. The Pension Committee also receives
and examines the annual reports tabled by the Corporation's
various pension committees (Canadian, U.S. and others),
participates in the selection of suitable fund managers and
reviews the recommendations of said committees. The Pension
Committee then submits the appropriate recommendations to the
Executive Committee or to the full Board of Directors. The Pension
Committee met 3 times during the past fiscal year.
10. Board should expressly assume The general responsibility for corporate governance has not been
responsibility for, or assign to a assigned to a committee of directors, the Corporation being
committee the general responsibility presently of the opinion that such a responsibility should remain
for, approach to corporate governance with the full Board of Directors.
issues
11. (a) Define limits to management's
responsibilities by developing
mandates for:
(i) the Board The Board of Directors is, by law, responsible for managing the
business and affairs of the Corporation. Any responsibility which
is not delegated to either management or a Board Committee remains
with the Board. In general, all matters of policy and all actions
proposed to be taken which are not in the ordinary course of
business require the prior approval of the Board or of a Board
Committee to which approval authority has been delegated.
(ii) the CEO See 1(a) above.
(b) Board should approve CEO's corporate See 1(a) above.
objectives
12. Establish procedures to enable the Given the mandates to the Committees of the Board and the various
Board to function independently of approval levels involved in order to authorize any major
management commitment, the Corporation has established appropriate structures
and methods ensuring that the Board of Directors can function
independently of management. On February 24, 2000, the Executive
Committee adopted a Schedule of Authority with the objectives of
establishing lines of authority within the Corporation and its
subsidiaries world-wide and to encourage coordination and
cooperation with respect to various matters, including capital
expenditures, client incentives, long-term special charges,
disposal of assets, and acquisitions and divestitures of
businesses. For example, under the Schedule of Authority, capital
expenditures above US$5,000,000 but under US$10,000,000 must be
approved by the Executive Committee, while capital expenditures
exceeding US$10,000,000 require the approval of the full Board of
Directors.
In addition to the parameters set forth in the Schedule of
Authority, certain decisions require the prior approval of the
Board of Directors. Such decisions include strategic alliances,
acquisition projects, changes to the activities of the Corporation
and any other material decision which, in management's opinion,
requires the Board's approval.
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<Caption>
CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ ------------------------------------------------------------------
In addition, during its meetings, the Board of Directors of the
Corporation is free to ask one or more members of management to
withdraw from certain discussions and the directors of the
Corporation would not hesitate to meet without the presence of the
members of management who are also directors if the circumstances
were to so require.
13. (a) Establish an Audit Committee with a See 9 above.
specifically defined mandate
(b) all members should be non-management See 9 above.
directors
14. Implement a system to enable Up to the present time, the members of the Board of Directors have
individual directors to engage not, on an individual basis, requested the assistance of an
outside advisors, at the outside advisor. However, each director could, if advisable,
Corporation's expense retain outside advisors at the Corporation's expense.
</Table>
A-8
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SCHEDULE B
TEXT OF BY-LAW ONE
BY-LAW ONE
MEETINGS OF SHAREHOLDERS AND DIRECTORS,
COMMITTEES AND OTHER MATTERS
ARTICLE L. MEETINGS OF SHAREHOLDERS.
1.1 Place, Time and Notice. Meetings of shareholders of the Corporation
shall be held at the registered office of the Corporation or at such other place
and at such time as the Board of Directors, the Chief Executive Officer or the
President may determine, from time to time.
1.2 Electronic Meetings. If the directors of the Corporation call a
meeting of shareholders pursuant to the laws governing the Corporation, those
directors may determine that the meeting shall be held in accordance with the
regulations, if any, governing the Corporation entirely by means of telephonic,
electronic or other communication facility that permits all participants to
communicate adequately with each other during the meeting.
1.3 Chairman. Subject to the provisions of any resolution of the Board of
Directors, the Chairman of the Board or, in his absence or inability or refusal
or failure to act, a Vice or Deputy Chairman of the Board or, in his absence or
inability or refusal or failure to act, the President or, in his absence or
inability or refusal or failure to act, the Vice-President or, if there be more
than one Vice-President, that one of them who may have been designated for the
purpose by the Board of Directors, shall preside at all meetings of
shareholders. All of the foregoing officers may attend such meetings but no
Vice-President shall act as chairman if the Board of Directors shall have
determined that he shall not so act. If all of the foregoing officers be absent
or unable or refuse or fail to act, the persons present may choose a chairman.
The chairman of any meeting of shareholders shall conduct the procedure
thereat in all respects and his decision on all matters, including, but without
in any way limiting the generality of the foregoing, any question regarding the
validity or invalidity of any proxy, shall be conclusive and binding upon the
shareholders. A declaration by the chairman at any meeting that a resolution has
been carried or carried unanimously or carried by any particular majority or
lost or not carried by a particular majority shall be conclusive evidence of
such fact.
The chairman of any meeting of shareholders may, in his discretion, order a
ballot. Moreover, any shareholder or its representative, where the shareholder
is a body corporate or an association, or his proxyholder, either before or
after any vote by show of hands, may require a ballot on any question at any
time before the termination of the meeting. A demand for a ballot may be
withdrawn.
If at any meeting a ballot is to be taken, it shall be taken in such manner
and either at once or after adjournment as the chairman directs. The result of a
ballot shall be deemed to be a resolution of the meeting at which the ballot was
taken whether or not a vote on a show of hands had previously been taken on the
same question.
The chairman of any meeting of shareholders may appoint up to two
(2) persons, who may but need not be directors, officers, employees or
shareholders of the Corporation, to act as scrutineers at such meeting.
1.4 Quorum. The holder or holders of not less than ten (10) per cent of
the outstanding shares of the Corporation carrying voting rights at the meeting,
present in person or represented by proxy or by an authorized representative,
shall constitute a quorum.
The quorum at any reconvened meeting of shareholders so adjourned is fixed
at one (1) shareholder present or represented in accordance with this By-Law.
The reconvened meeting may then proceed to examine and dispose of the business
for which it was called.
1.5 Voting Rights. At all meetings of shareholders, every shareholder
entitled to vote thereat, whether present in person or by proxyholder, or, in
the case of a body corporate or association by a duly authorized representative,
shall be entitled to one (1) vote for each Subordinate Voting Share and to ten
(10) votes for each Multiple Voting Share; if, however, in virtue of the law or
the articles of the Corporation another scale of voting rights is fixed with
respect to a particular matter or to another class of shares, such scale of
voting shall be adopted.
1.6 Particulars of Proxies. The directors may also permit particulars of
proxies for use at or in connection with any such meeting which have been
deposited with the Corporation or its agent at a place other than the place of
such
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meeting to be cabled, telecopied or telegrammed to the secretary of the
Corporation prior to such meeting. In such event, such proxies, if otherwise in
order, shall be valid and any votes cast in accordance therewith shall be
counted.
ARTICLE 2. MEETINGS OF DIRECTORS.
2.1. Place, Time and Notice. Immediately after the annual meeting of
shareholders in each year, a meeting of such of the newly elected directors as
are then present may be held, provided that they shall constitute a quorum,
without notice, for the appointment of officers of the Corporation and the
transaction of such other business as may come before the meeting.
Subject to the provisions of any resolution of the Board of Directors,
meetings of the Board of Directors may be called at any time by the Chairman of
the Board or a Vice or Deputy Chairman of the Board or the President or any
Vice-President who is a director or any two directors and notice of the time and
place for holding any meeting of the Board of Directors shall be given at least
twelve (12) hours prior to the time fixed for the meeting. Any meeting so called
may be held at the registered office of the Corporation or any other place which
shall have been fixed by the Board of Directors.
The Board of Directors may also from time to time provide for the holding of
regular meetings of the Board of Directors at such place, within or without
Canada, with or without notice, as may be determined by resolution.
2.2. Chairman. Subject to the provisions of any resolution of the Board of
Directors, the Chairman of the Board or, in his absence or inability or refusal
or failure to act, any Vice or Deputy Chairman of the Board or, in his absence
or inability or refusal or failure to act, the President or, in his absence or
inability or refusal or failure to act, the Vice-President or, if there be more
than one Vice-President, that one of them who may have been designated for the
purpose by the Board of Directors, shall preside at all meetings of the Board of
Directors; provided that neither the President nor any Vice-President shall so
act unless he is a director. If all of the foregoing officers be absent or
unable or refuse or fail to act, the directors present may choose a chairman
from among their number. The chairman at any meeting of directors may vote as a
director.
2.3. Quorum. Except where the Corporation has only one director, the Board
of Directors may, from time to time, fix by resolution the quorum for meetings
of the Board of Directors but until otherwise fixed a majority of directors in
office, from time to time, shall constitute a quorum.
ARTICLE 3. COMMITTEES
3.1 Election. The Board of Directors may, from time to time, appoint from
their number committees of directors, however designated, containing such
proportion of Canadian residents as may be required by law.
3.2 Chairman, Quorum and Procedure. Any committee of directors shall have
the power to appoint a chairman and a vice or deputy chairman, to fix its
quorum, which quorum shall consist of not less than a majority of its members,
and to determine its procedure.
3.3 Secretary. The secretary of the Corporation shall act as secretary of
each committee of directors unless some other secretary be appointed by the
committee.
3.4 Powers. The Board of Directors may delegate to any such committee of
directors any of the powers of the board except those which by law a committee
of directors has no authority to exercise.
3.5. Proceedings open to the Board. All proceedings of committees of
directors shall be open to the examination of the Board of Directors of the
Corporation and shall be reported to the Board of Directors if and when the
Board of Directors so directs.
3.6. Meetings. Meetings of committees of directors may be held at the
registered office of the Corporation or at such other place within or without
Canada as a committee may from time to time determine. Meetings of a committee
may be called by or by the order of the president, the chairman of the
committee, the vice or deputy chairman or any two (2) members thereof.
3.7. Remuneration. The members of a committee of directors shall be
entitled to receive such remuneration for their services as members of the
committee as the directors may from time to time determine.
3.8. Removal and Replacement. The directors may from time to time remove
any member of a committee of directors from office.
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The directors may also from time to time fill any vacancy which may occur in
the membership of a committee.
ARTICLE 4. OTHER MATTERS
4.1. Indemnification. The Corporation shall, to the full extent provided
by law, indemnify a director or officer of the Corporation, a former director or
officer of the Corporation or another individual who acts or acted at the
Corporation's request as a director or officer, or an individual acting in a
similar capacity, of another entity, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved because of
that association with the corporation or other entity.
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[LOGO]
[LOGO]
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[QUEBECOR WORLD INC. LOGO]
PROCURATION SOLLICITEE PAR LA DIRECTION DE QUEBECOR WORLD INC.
EN VUE DE L'ASSEMBLEE ANNUELLE ET EXTRAORDINAIRE DES ACTIONNAIRES
Le soussigne, actionnaire de QUEBECOR WORLD INC., nomme par les presentes Jean
Neveu ou a defaut de celui-ci, Erik Peladeau ou, a defaut de celui-ci, Charles
G. Cavell, ou *________________________________________________ en qualite de
fonde de pouvoir du soussigne pour assister, agir et voter au nom et pour le
compte du soussigne A L'ASSEMBLEE ANNUELLE ET EXTRAORDINAIRE DES ACTIONNAIRES DE
QUEBECOR WORLD INC., QUI SE TIENDRA A L'HOTEL WINDSOR, 1170, RUE PEEL, MONTREAL
(QUEBEC) CANADA, LE MERCREDI 3 AVRIL 2002 A 10 H (HEURE DE MONTREAL) ET A TOUTE
REPRISE DE CELLE-CI EN CAS D'AJOURNEMENT. LES DROITS DE VOTE RATTACHES AUX
ACTIONS REPRESENTEES PAR LA PRESENTE PROCURATION SERONT EXERCES CONFORMEMENT AUX
DIRECTIVES DONNEES CI-DESSOUS. TOUTEFOIS, SI AUCUNE DIRECTIVE N'EST DONNEE, LES
DROITS DE VOTE RATTACHES AUX ACTIONS REPRESENTEES PAR LA PRESENTE PROCURATION
SERONT EXERCES "POUR" L'ADOPTION DES PROPOSITIONS ENONCEES DANS LES PRESENTES.
(veuillez cocher)
1) Election des administrateurs :
POUR / / ABSTENTION / /
2) Adoption de la resolution visant l'approbation du regime d'achat d'actions
de la direction de Quebecor World Inc. :
POUR / / CONTRE / /
3) Adoption de la resolution visant l'approbation du regime d'actionnariat des
employes de Quebecor World UK :
POUR / / CONTRE / /
4) Adoption de la resolution visant l'approbation du plan d'epargne groupe du
personnel de Quebecor World France :
POUR / / CONTRE / /
5) Adoption de la resolution visant la confirmation de la revocation du Code de
reglements generaux actuel de la Societe et son remplacement par un nouveau
Reglement Un :
POUR / / CONTRE / /
PROXY SOLICITED BY MANAGEMENT OF QUEBECOR WORLD INC.
FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
The undersigned, shareholder of QUEBECOR WORLD INC., hereby appoints Jean Neveu
or failing him, Erik Peladeau, or failing him, Charles G. Cavell, or
*________________________________
as the proxyholder of the undersigned to attend, act and vote for and on behalf
of the undersigned AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF QUEBECOR
WORLD INC., TO BE HELD AT THE HOTEL WINDSOR, 1170 PEEL STREET, MONTREAL, QUEBEC,
CANADA, ON WEDNESDAY APRIL 3, 2002 AT 10:00 A.M. (MONTREAL TIME) AND AT ANY AND
ALL ADJOURNMENTS THEREOF. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
PURSUANT TO THE INSTRUCTIONS GIVEN BELOW. HOWEVER, IF NO INSTRUCTIONS ARE GIVEN,
THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS SET OUT HEREIN.
(please check)
(1) Election of Directors:
FOR / / WITHHELD / /
(2) Adoption of the resolution to approve the Quebecor World Inc. Management
Stock Purchase Plan:
FOR / / AGAINST / /
(3) Adoption of the resolution to approve the Quebecor World UK Employee Share
Ownership Plan:
FOR / / AGAINST / /
(4) Adoption of the resolution to approve the Quebecor World France Employee
Investment Fund Plan:
FOR / / AGAINST / /
(5) Adoption of the resolution to confirm the repeal of the existing Code of
General By-Laws of the Corporation and its replacement by a new By-Law One:
FOR / / AGAINST / /
<Page>
6) Nomination de KPMG s.r.l. a titre de verificateurs et autorisation des
administrateurs a fixer leur remuneration :
POUR / / ABSTENTION / /
L'ACTIONNAIRE OU SON MANDATAIRE AUTORISE PAR ECRIT DOIT SIGNER LA PRESENTE
PROCURATION OU, SI L'ACTIONNAIRE EST UNE PERSONNE MORALE, LA PROCURATION DOIT
PORTER SON SCEAU, APPOSE PAR UN DIRIGEANT OU UN MANDATAIRE DE CELLE-CI DUMENT
AUTORISE. VEUILLEZ VOUS ASSURER DE DATER ET SIGNER LA PRESENTE PROCURATION. SI
AUCUNE DATE N'EST INDIQUEE, LA PROCURATION SERA REPUTEE PORTER LA DATE A
LAQUELLE ELLE A ETE POSTEE A L'ACTIONNAIRE.
LES PRESENTES CONFERENT UN POUVOIR DISCRETIONNAIRE A L'EGARD DE TOUTE
MODIFICATION RELATIVE AUX QUESTIONS ENONCEES DANS L'AVIS DE CONVOCATION OU AUX
AUTRES QUESTIONS POUVANT ETRE DUMENT SOUMISES A L'ASSEMBLEE. LA DIRECTION N'EST
AU COURANT D'AUCUNE MODIFICATION OU AUTRE QUESTION DE LA SORTE POUVANT ETRE
SOUMISE A L'ASSEMBLEE.
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Fait le ............ jour de -----------------------------------------------
............................. 2002. Signature de l'actionnaire
</Table>
VEUILLEZ VOUS REPORTER A LA CIRCULAIRE DE SOLLICITATION DE PROCURATIONS DE LA
DIRECTION CI-JOINTE.
(6) Appointment of KPMG LLP as auditors and authorization of the directors to
fix their remuneration:
FOR / / WITHHELD / /
THIS PROXY MUST BE EXECUTED BY THE SHAREHOLDER OR HIS/HER ATTORNEY AUTHORIZED IN
WRITING OR, IF THE SHAREHOLDER IS A CORPORATION, UNDER ITS CORPORATE SEAL, BY A
DULY AUTHORIZED OFFICER OR ATTORNEY THEREOF. DO NOT FORGET TO DATE AND SIGN THIS
PROXY. IF THE PROXY IS NOT DATED, IT SHALL BE DEEMED TO BEAR THE DATE ON WHICH
IT IS MAILED TO THE SHAREHOLDER.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED WITH RESPECT TO ANY AMENDMENTS OR
VARIATION TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING OR OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE MEETING. MANAGEMENT IS NOT AWARE OF ANY SUCH
AMENDMENTS, VARIATIONS OR OTHER MATTERS TO COME BEFORE THE MEETING.
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DATED this ............ day of -----------------------------------------------
............................. 2002. Signature of shareholder
</Table>
REFERENCE IS MADE TO THE ENCLOSED MANAGEMENT PROXY CIRCULAR.
<Page>
SIGNATURES
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.
QUEBECOR WORLD INC.
BY: /S/ MARIE D. HLAVATY
NAME: MARIE D. HLAVATY
TITLE: VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
Date: February 28, 2002