EXHIBIT 5.2
                                                                    -----------


                                                              MARSULEX
                                                              [GRAPHIC OMITTED]

Executive Offices
111 Gordon Baker Road, Suite 300
Toronto, Ontario
M2H 3R1


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting of shareholders (the "Meeting")
of Marsulex Inc. (the "Company") will be held at 2:00 p.m. (Toronto time) on
May 20th, 2004 at St. Andrew's Club and Conference Centre, 27th Floor, 150
King Street West, Toronto, Ontario, Canada M5H 1J9 for the following purposes:

   (a)    to receive the financial statements of the Company for the fiscal
          year ended December 31, 2003 and the report of the auditors thereon;

   (b)    to elect directors for the ensuing year;

   (c)    to appoint auditors for the ensuing year and to authorize the
          directors to fix the remuneration to be paid to the auditors; and

   (d)    to transact such other business as may properly come before the
          meeting and any and all adjournments thereof.

The accompanying Management Information Circular provides additional
information relating to matters to be dealt with at the Meeting and forms part
of this Notice.

DATED at Toronto, Ontario this 19th day of March, 2004


                                      By Order of the Board of Directors

                                      /s/ David M. Gee

                                      DAVID M. GEE

                                      President and Chief Executive Officer


Note: If you are a holder of common shares of the Company and you are not able
to be present at the Meeting, please exercise your right to vote by signing
and returning the enclosed form of proxy to the Company's transfer agent,
Computershare Trust Company of Canada ("Computershare"), using the enclosed
envelope. Computershare must receive your proxy no later than 5:00 p.m.
(Toronto time) on May 19, 2004 or, if the meeting is adjourned, 48 hours
(excluding Saturdays and statutory holidays) before any reconvened meeting.
Only shareholders of record at the close of business on March 22, 2004 will be
entitled to notice of the meeting or adjournment thereof, except that a person
who has acquired shares subsequent to March 22, 2004 will be entitled to vote
such shares upon making a written request to that effect by May 19, 2004 to
the Corporate Secretary of the Company and establishing ownership of such
shares.


<PAGE>

Management Information Circular                               MARSULEX
                                                              [GRAPHIC OMITTED]

The purpose of the annual meeting of shareholders of Marsulex Inc. (the
"Meeting") is to elect directors, to appoint auditors and to receive the 2003
financial statements of the Company.

THE CORPORATION

Marsulex Inc. ("Marsulex" or the "Company") was amalgamated under the laws of
Canada by a Certificate of Amalgamation dated June 16, 1989. By a Certificate
of Amendment dated June 16, 1989, the Company amended its articles to remove
the private company restrictions. By a Certificate of Amendment dated November
19, 1996, Marsulex amended its articles by, among other things, changing the
minimum and maximum number of directors, amending the authorized capital and
reclassifying certain classes of shares to prepare for a rights offering.

PROXY SOLICITATION AND VOTING AT THE MEETING

Solicitation of Proxies by Management

This Management Information Circular is furnished in connection with the
solicitation by management of Marsulex of proxies to be used at the Company's
Meeting to be held on Thursday, May 20, 2004 at 2:00 p.m. (Toronto time) at
St. Andrew's Club and Conference Centre, 27th Floor, 150 King Street West,
Toronto, Ontario, Canada M5H 1J9. The costs of such solicitation will be borne
by the Company. The solicitation will be primarily by mail. However, the
directors, officers and employees of the Company may also solicit proxies by
telephone, facsimile or in person. The information contained herein, unless
otherwise indicated, is given as at March 1, 2004.

The persons specified in the enclosed form of proxy are representatives of
management and are directors and/or officers of the Company. Each shareholder
has the right to appoint a person (who need not be a shareholder of the
Company) other than the persons designated in the enclosed form of proxy, to
attend and act for the shareholder and on the shareholder's behalf at the
Meeting or any adjournment thereof. This right may be exercised by striking
out the names of the designated persons on the form of proxy and inserting the
name of the shareholder's nominee in the space provided, or by completing
another appropriate form of proxy. In either case, the proxy form must be
dated and be executed by the shareholder, or his or her attorney authorized in
writing. To be valid, proxies must be returned in the enclosed envelope or
deposited with the Company's transfer agent, Computershare Trust Company of
Canada ("Computershare"), at 100 University Avenue, 9th Floor, Toronto,
Ontario M5J 2Y1 Attention: Proxy Department. Computershare must receive your
proxy no later than 5:00 p.m. (Toronto time) on May 19, 2004 or, if the
Meeting is adjourned, 48 hours (excluding Saturdays and statutory holidays)
before any reconvened Meeting.

Only registered holders of common shares of the Company, or the persons they
appoint as their proxies, are permitted to attend and vote at the Meeting.
However, in many cases, common shares of the Company that are beneficially
owned by a holder (a "Non-Registered Holder") are registered either:

(a)    in the name of an intermediary (an "Intermediary") that the
       Non-Registered Holder deals with in respect of the shares, such as,
       among others, banks, trust companies, securities dealers or brokers and
       trustees or administrators of self-administered RRSPs, RRIFs, RESPs and
       similar plans; or

(b)    in the name of a clearing agency (such as The Canadian Depository for
       Securities Limited) of which the Intermediary is a participant.



<PAGE>


In accordance with the requirements of National Instrument 54-101, the Company
has distributed copies of the Notice of Meeting, this Management Information
Circular, the form of proxy, the 2003 annual report (which includes
management's discussion and analysis) (collectively, the "Meeting Materials")
to the clearing agencies and Intermediaries for onward distribution to
Non-Registered Holders. Intermediaries are required to forward Meeting
Materials to Non-Registered Holders unless a Non-Registered Holder has waived
the right to receive them. Very often, Intermediaries will use service
companies to forward the Meeting Materials to Non-Registered Holders.
Generally, Non-Registered Holders who have not waived the right to receive
Meeting Materials will either:

(a)    be given a proxy which has already been signed by the Intermediary
       (typically by a facsimile, stamped signature) which is restricted as to
       the number of shares beneficially owned by the Non-Registered Holder
       but which is otherwise uncompleted. This form of proxy need not be
       signed by the Non-Registered Holder. In this case, the Non-Registered
       Holder who wishes to submit a proxy should otherwise complete the form
       of proxy in accordance with its directions and deposit it with
       Computershare at 100 University Avenue, 9th floor, Toronto, Ontario,
       M5J 2Y1 Attention: Proxy Department ; or

(b)    be given a voting instruction form which must be completed and signed
       by the Non-Registered Holder in accordance with the directions on the
       voting instruction form (which may in some cases permit the completion
       of the voting instruction form by telephone).

The purpose of these procedures is to permit Non-Registered Holders to direct
the voting of the shares they beneficially own. Should a Non-Registered Holder
who receives either a proxy or a voting instruction form wish to attend and
vote at the meeting in person (or have another person attend and vote on
behalf of the Non-Registered Holder), the Non-Registered Holder should strike
out the names of the persons named in the proxy and insert the Non-Registered
Holder's (or such other person's) name in the blank space provided or, in the
case of a voting instruction form, follow the corresponding instructions on
that form. In either case, Non-Registered Holders should carefully follow the
instructions of their Intermediaries and their service companies.

Voting in Person

If you attend the Meeting in person, and are a registered shareholder, you can
cast one vote for each of your registered common shares on any or all
resolutions put before the Meeting. You may dissent from any matter proposed
at the Meeting by withholding from voting your common shares for the
resolutions at the Meeting.

Voting of Proxies and Exercise of Discretion

The common shares of the Company (the "Common Shares") represented by proxies
in favour of the management representatives will be voted (or withheld from
voting) by the persons named in the form of proxy in accordance with the
directions of the shareholder appointing them. In the absence of any direction
to the contrary, it is intended that the Common Shares represented by proxies
in favour of the management representatives will be voted on any ballot for
the election of the directors and for the appointment of auditors, as
described in this Management Information Circular. The enclosed form of proxy
confers discretionary authority upon the persons named therein with respect to
matters not specifically mentioned in the Notice of Meeting but which may
properly come before the Meeting or any adjournment thereof. At the date of
this Management Information Circular, management knows of no such amendments,
variations or other matter to come before the Meeting other than the matters
referred to in the Notice of Meeting and routine matters incidental to the
conduct of the Meeting. If any further or other matter is properly brought
before the Meeting, the persons designated in the enclosed form of proxy will
vote thereon in accordance with their best judgement pursuant to the
discretionary authority conferred by such proxy with respect to such matters.


                                       2

<PAGE>


Revocability of Proxies

A proxy given pursuant to this solicitation may be revoked, as to any motion
on which a vote has not already been cast pursuant to the authority conferred
by it, by instrument in writing, including another proxy bearing a later date,
executed by the shareholder or by his or her attorney authorized in writing
or, if the shareholder is a body corporate, by an officer or attorney thereof
duly authorized, and deposited either at the registered office of the Company
at any time up to and including the last business day preceding the day of the
Meeting or any adjournment thereof, or with the chair of the Meeting on the
day of the Meeting, or any adjournment thereof, or in any other manner
permitted by law.

A Non-Registered Holder may revoke a voting instruction form or a waiver of
the right to receive Meeting Materials and to vote given to an Intermediary at
any time by written notice to the Intermediary, except that an Intermediary is
not required to act on a revocation of a voting instruction form or of a
waiver of the right to receive Meeting Materials and to vote that is not
received by the Intermediary at least seven days prior to the meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The holders of record of Common Shares as at the close of business on March
22, 2004 (the "Record Date") are entitled to receive notice of the Meeting and
will be entitled to vote at the Meeting, except that a transferee of such
Common Shares acquired after the Record Date shall be entitled to vote the
transferred Common Shares at the Meeting if he or she produces properly
endorsed certificates for such Common Shares or otherwise establishes that he
or she owns such Common Shares and demands, by written request delivered to
the Corporate Secretary of the Company at its registered office (111 Gordon
Baker Road, Suite 300, Toronto, Ontario, M2H 3R1) no later than May 19, 2004,
that his or her name be included in the list of shareholders entitled to vote
at the Meeting.

As of March 1, 2004, Marsulex had 31,696,398 Common Shares issued and
outstanding. Each Common Share entitles the holder thereof to one vote.

To the knowledge of the directors and officers of the Company, the only
persons or corporations which beneficially owned on the Record Date, directly
or indirectly, or who on such date exercised control or direction over more
than 10% of the voting rights attached to any class of voting securities of
the Company outstanding on the Record Date are:

   (a)    TD Capital Canadian Private Equity Partners ("TD Capital"), a
          Toronto-Dominion Bank fund, which directly and indirectly owned
          18,631,779 Common Shares representing approximately 58.8% of the
          outstanding Common Shares; and

   (b)    Howson Tattersall Investment Counsel Limited, which filed an
          Alternative Monthly Report under Proposed National Instrument 62-103
          as of October 2, 2002 reporting ownership of 3,411,283 Common Shares
          representing approximately 12.7% of the then outstanding Common
          Shares.


PARTICULARS OF MATTERS TO BE ACTED UPON

1.       Election of Directors

The Articles of the Company provide that the Company shall have a minimum of
three directors and a maximum of fifteen directors. The number of directors to
be elected at the Meeting has been fixed at eight. The term of office for each
of the present directors will expire at the Meeting when a successor is
elected. Each director elected at the Meeting shall hold office until the next
annual meeting of shareholders or, subject to the Company's by-laws and to
applicable laws, until such office is earlier vacated.

                                       3

<PAGE>



The management representatives designated in the enclosed form of proxy intend
to vote for the election, as directors, of the proposed nominees whose names
are set out below. All of the nominees are now directors and have been
directors of the Company since the dates set out opposite their names. Subject
to the proposed nominees' acceptance of a directorship, management does not
expect that any of the proposed nominees will be unable to serve as a
director. However, if any of the proposed nominees are for any reason unable
to serve as a director, the persons named in the enclosed form of proxy will
use their best judgement in voting for an alternative nominee.

The following table sets forth the names of and certain additional information
for the persons proposed to be nominated for election as directors of the
Company. Current members of each of the four standing committees of the Board
of Directors are indicated by footnote. The Company does not have an executive
committee of the Board.

<TABLE>
<CAPTION>

                                                 Board of Directors

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

                                                                              Number of      Number of       Number of
 Name and Municipality                                           Director       Common      Securities       Deferred/
      of Residence                Principal Occupation             Since      Shares(1)        Under        Performance
                                                                                             Options        Share Units(2)
                                                                                             Granted
------------------------- -------------------------------------- ----------- ------------- -------------- -----------------

<S>                       <C>                                       <C>           <C>           <C>              <C>
Roderick Barrett (3)      Managing Partner
Toronto, Ontario          Stikeman Elliott LLP,                     1993          18,286        40,000           13,708
                          Barristers & Solicitors
------------------------- -------------------------------------- ----------- ------------- -------------- -----------------
David Gee                 President and Chief Executive
Aurora, Ontario           Officer                                   1999          10,000       953,500          237,300
                          Company
------------------------- -------------------------------------- ----------- ------------- -------------- -----------------
William Lambert (4)       Managing Director
Toronto, Ontario          TD Capital Group Limited                  2002               0             0                0
------------------------- -------------------------------------- ----------- ------------- -------------- -----------------
Ian M. Matheson (5) (6)   Chief Consulting Officer
Mississauga, Ontario      Risk Management Consultants of            1989          11,068        40,000           14,224
                          Canada Limited
------------------------- -------------------------------------- ----------- ------------- -------------- -----------------
David McCann (6)          Managing Director
Toronto, Ontario          TD Capital Group Limited                  2002               0             0                0
------------------------- -------------------------------------- ----------- ------------- -------------- -----------------
John A. Rogers (3) (4)    President and Chief Executive
Toronto, Ontario          Officer                                   1996          11,068        40,000           13,747
                          MDS Inc.
------------------------- -------------------------------------- ----------- ------------- -------------- -----------------
Lee C. Stewart (4)
Weston, Connecticut       Company Director                          2000          10,843        16,000            4,335
------------------------- -------------------------------------- ----------- ------------- -------------- -----------------
Robert Yohe (3) (5) (6)
Bonita Springs, Florida   Company Director                          1996          47,007        40,000            6,926
------------------------- -------------------------------------- ----------- ------------- -------------- -----------------

(1)  Includes Common Shares over which control or direction is exercised. The
     information as to Common Shares beneficially owned or controlled, not
     being within the knowledge of the Company, has been given by the
     directors.
(2)  Directors, with the exception of Messrs. Gee, Lambert, and McCann, have
     the option of receiving their compensation in the form of Deferred Share
     Units under the Marsulex Deferred Share Unit Plan (Directors) and may be
     granted Performance Share Units under the Marsulex Performance Share Unit
     Plan. Mr. Gee was granted the reported Performance Share Units under the
     Marsulex Performance Share Unit Plan in his capacity as President and
     Chief Executive Officer.
(3)  Member of the Corporate Governance Committee.
(4)  Member of Audit Committee.
(5)  Member of the Environmental, Health & Safety Committee.
(6)  Member of the Human Resources and Compensation Committee.

</TABLE>



                                       4
<PAGE>


EXECUTIVE COMPENSATION

The following table sets forth, for the year ended December 31, 2003, the
compensation of the Chief Executive Officer and the other executive officers
of the Company. The Chief Executive Officer and the other executive officers
are collectively referred to as the "Named Executives."

<TABLE>
<CAPTION>

                                             Summary Compensation Table

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

                                                                             Long-Term Compensation
---------------------------- ------- ----------------------------------- -------------------------------- ---------------
                                            Annual Compensation                      Awards
---------------------------- ------- ----------- ----------- ----------- ---------------- --------------- ---------------

                                                               Other       Securities       Restricted
                                                               Annual         Under           Share
                                                              Compen-        Options          Units         All Other
Name and Principal            Year     Salary      Bonus       sation        Granted         Granted       Compensation
Position                                ($)         ($)         ($)            (#)           ($) (1)         ($) (2)
---------------------------- ------- ----------- ----------- ----------- ---------------- --------------- ---------------

<S>                           <C>     <C>         <C>            <C>                <C>        <C>            <C>
David Gee                     2003    388,333     220,000      - (3)                0          476,000        149,547
President and
Chief Executive Officer       2002    377,500     182,000      - (3)           32,500          364,875     218,471(4)

                              2001    362,500     140,000      - (3)          325,000              n/a        143,500
---------------------------- ------- ----------- ----------- ----------- ---------------- --------------- ---------------

Robert Cardell (5)            2003    179,166      34,800    22,688 (6)             0           72,767         19,792
VP and General Manager,
Power Generation Group        2002    175,000      43,500    22,638 (6)        19,500           25,648         14,281

                              2001     27,933      50,000      - (3)                0              n/a              0
---------------------------- ------- ----------- ----------- ----------- ---------------- --------------- ---------------

Doug Osborne                  2003    139,167      50,000    23,584 (7)             0           61,200          6,958
Vice President,
Western Business              2002    135,000      82,850    21,731 (7)        10,500           23,438          6,750
---------------------------- ------- ----------- ----------- ----------- ---------------- --------------- ---------------

Brian Stasiewicz (8)          2003    200,000      73,000      - (3)                0           60,260         22,083
Vice President,
Refinery Services             2002    181,812      75,000      - (3)           18,250           26,814         18,379
---------------------------- ------- ----------- ----------- ----------- ---------------- --------------- ---------------

Laurie Tugman                 2003    268,333     127,000      - (3)                0          195,500         13,417
Executive Vice President
and Chief Financial Officer   2002    255,000     104,000      - (3)           35,750           91,875         12,750

                              2001    210,238      80,000      - (3)          100,000              n/a         10,416
---------------------------- ------- ----------- ----------- ----------- ---------------- --------------- ---------------

NOTES:
(1)  The value of the performance share units is calculated by multiplying the
     number of units granted by the closing price of the Company's Common
     Shares as at the date of the grant (2003 - $3.40; 2002 - $3.75). A total
     of 382,550 performance share units were granted by the Board of Directors
     in 2003 pursuant to the Performance Share Unit Plan described below,
     which units were valued on December 31, 2003 at $1,970,133. Dividends are
     not paid on performance share units.
(2)  Amounts reported include contributions to a group registered retirement
     savings plan available to all employees of the Company and, in the case
     of Mr. Gee, includes an annual payment to a supplemental pension plan as
     described below.
(3)  The value of perquisites and benefits paid to the Named Executive is less
     than the lesser of $50,000 and 10% of the Named Executive's total annual
     salary and bonus.
(4)  Amount reported includes a one-time payment of $53,430 paid into the
     supplemental pension plan for Mr. Gee in order to meet funding objectives
     as described below.
(5)  Mr. Cardell was hired and appointed Vice President and General Manager,
     Power Generation Group of the Company, effective November 5, 2001.
     Amounts reported for 2001 reflect approximately 2 months of employment.
     The bonus reported for Mr. Cardell in 2001 reflects the amount negotiated
     at the time of his hire. All amounts reported for Mr. Cardell are
     expressed in US dollars.
(6)  Amount reported includes amounts paid to Mr. Cardell in respect of
     automobile allowance and related expenses (2003 - $12,850; 2002 -
     $13,058) and the approximate cost of other benefits provided to all
     employees, including health and dental insurance, long-term disability
     insurance and group life insurance.
(7)  Amount reported includes amounts paid to Mr. Osborne in respect of
     automobile allowance and related expenses (2003 - $16,180; 2002 -
     $13,827) and the approximate cost of other benefits provided to all
     employees, including health and dental insurance, long-term disability
     insurance and group life insurance.
(8)  All amounts reported for Mr. Stasiewicz are expressed in US dollars.

</TABLE>



                                       5
<PAGE>



Incentive Compensation Plan

All Named Executives participate in an incentive compensation plan under which
they are entitled to annual cash bonuses based on the Company's success in
achieving return on capital objectives, on their business units' success in
achieving specific targets, and on their success in accomplishing their
individual goals and objectives. The Human Resources and Compensation
Committee (the "Compensation Committee") determines the annual plan targets
each year, subject to the approval of the Board. The Compensation Committee
sets the annual objectives and reviews the performance of the President and
Chief Executive Officer, with confirmation by the Board, while the President
and Chief Executive Officer sets the annual objectives and reviews the
performance of the other Named Executives, with confirmation by the
Compensation Committee.

Stock Option Plan

The Company has a stock option plan for management employees and key persons
(the "Stock Option Plan"). Persons generally employed by the Company in
management functions, senior officers and directors of the Company, or an
affiliate of the Company, are eligible to participate in the Stock Option
Plan. Participants are determined by the Compensation Committee and confirmed
by the Board. The number of Common Shares issuable under the Plan cannot, at
present, exceed 3,459,060. Options are to be issued with an exercise price of
not less than the closing price of the Common Shares on the Toronto Stock
Exchange on the day prior to the issuance and are to be exercisable for up to
a maximum of ten years. The Board may, in granting options, provide that the
right to exercise the options vests over a specified period. In such a case,
the options nevertheless become automatically exercisable in full if control
over the Company changes. If a participant's employment is terminated due to
death or voluntary resignation, or if a director participant leaves the Board,
the vesting of options held by such participant automatically ceases and
vested options may not be exercised by the participant after the earlier of
the first anniversary of such termination and the expiry of the options. If a
participant's employment is terminated otherwise than for cause, the vesting
of options held by the participant continues during the notice period
established by the participant's employment contract or otherwise and vested
options held by the participant may be exercised until the option's expiry
period. No financial assistance is provided by the Company to assist grantees
of options to purchase Common Shares.

No options were granted in 2003.

<TABLE>
<CAPTION>

                    Aggregated Option Exercises during 2003
                       and 2003 Year-End Options Values

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

                                                              Unexercised Options         Value of Unexercised
                         Securities        Aggregate Value   at December 31, 2003       in-the-Money Options at
       Name              Acquired on          Realized         (#) Exercisable /           December 31, 2003
                          Exercise (#)          ($)            Unexercisable (1)    ($) Exercisable / Unexercisable (1)
-------------------- -------------------- ------------------ ---------------------- ---------------------------------

<S>                        <C>                 <C>             <C>       <C>              <C>         <C>
David Gee                    nil                 nil           823,499 / 130,001          1,255,165 / 343,419
-------------------- -------------------- ------------------ ---------------------- ---------------------------------

Robert Cardell               nil                 nil            6,500 / 13,000               8,125 / 16,250
-------------------- -------------------- ------------------ ---------------------- ---------------------------------

Doug Osborne                 nil                 nil             4,500 / 7,250               6,710 / 9,480
-------------------- -------------------- ------------------ ---------------------- ---------------------------------

Brian Stasiewicz             nil                 nil           197,583 / 32,167             253,404 / 73,609
-------------------- -------------------- ------------------ ---------------------- ---------------------------------

Laurie Tugman                nil                 nil           258,166 / 57,168            377,310 / 127,128
-------------------- -------------------- ------------------ ---------------------- ---------------------------------

NOTE:
(1) Representing options on Common Shares of the Company. The closing price of Marsulex's stock on December 31,
    2003 was $5.15.

</TABLE>


                                       6
<PAGE>

Performance Share Unit Plan
Deferred Share Unit Plan (Executives)

In 2002, the Company established a Performance Share Unit Plan (the "PSU
Plan") to provide long term incentive compensation for management employees
and key persons that emphasizes pay for performance. Grants under the PSU Plan
are at the discretion of the Board which also prescribes the performance
factors (measured by the Company's return on capital) used to determine the
number of performance share units ("PSU") which will vest at the expiry of the
performance period. Plan participants who elect not to participate in the
Deferred Share Unit Plan (described below) and who continue to be employed by
the Company at the expiry of the performance period, will be entitled to that
number of Marsulex common shares that can be purchased on the open market with
an amount equal to the number of vested PSU's multiplied by the then market
value of the common shares less all applicable source deductions.

The Company also established a Deferred Share Unit Plan (Executives) (the "DSU
Plan") for management employees and key persons to defer until retirement,
termination, resignation or death delivery to the participant of the
underlying common shares of Marsulex, and the concomitant requirement for the
payment of taxes associated therewith. Unless a participant elects otherwise,
vested PSU's automatically convert on a one-for-one basis to deferred share
units ("DSU") at the expiry of the performance period. On the settlement date
(a date between the date of retirement, termination, resignation or death and
the end of the following calendar year), a participant is entitled to receive
a number of common shares of the Company purchased on the open market, or
cash, or a combination of such shares and cash at his/her discretion. The
entitlement amount is the amount of DSU's multiplied by then market value of
the shares less all applicable source deductions.

Supplemental Pension Plan

In 1999, the Company established a Supplemental Pension Plan (the "Plan") for
David Gee, President and Chief Executive Officer of the Company. The Plan is
structured to provide Mr. Gee with an annual target pension income upon
retirement at age 65 of $291,903. This target pension income is based on (1)
Mr. Gee's approximately 9.5 years of service at a previous employer, as well
as his projected 17 years of service at the Company to age 65, and (2) a
projected average salary based on a 4% annual increase to base salary together
with bonuses over the 17 years of service. Pursuant to the Plan, after taking
into consideration the income generated from the existing group registered
retirement savings plan and Mr. Gee's pension from the previous employer, the
Company has determined that an annual payment of approximately $130,000
(including $10,000 estimated expenses) into the Plan will achieve the desired
target pension income. In 2002, a review of contributions determined that
funding in 2000 and 2001 was insufficient to meet the pension objectives for
those years due to overstated interest components used in the funding estimate
software. An additional contribution of $53,430 was made by the Company to
bring the Plan to appropriate 2002 objective levels.

Composition of the Human Resources and Compensation Committee

The Compensation Committee assists the Board of Directors in determining the
compensation for the President and Chief Executive Officer of the Company.
Three Board members, all outside directors, comprised the committee in 2003:
Robert Yohe (Chair), Ian Matheson and David McCann.

Report on Executive Compensation by the Human Resources and Compensation
Committee

The Company's compensation program for senior management is composed of 3
components: (1) base salary, (2) annual incentive awards for the
accomplishment of specific goals and objectives, and (3) long-term rewards for
increasing shareholder value.

The Company maintains base salary guidelines derived from an assessment of
relative duties and responsibilities with corresponding salary ranges for each
position targeted to deliver compensation at or about the market median. The
Compensation Committee reviews the salary structure on an annual basis for
equity, consistency with performance, and competitiveness.




                                       7
<PAGE>


Under the annual incentive compensation plan, senior management members are
eligible for bonuses based on (a) the Company's success in achieving defined
performance targets, and (b) their individual success in accomplishing the
personal goals and expectations as determined and set out in their objectives
for the year. Grants of performance share units (PSU's) are intended to reward
management for increasing shareholder value.

In determining the annual incentive award for David Gee, President and Chief
Executive Officer of the Company, the Compensation Committee took into
consideration Mr. Gee's performance against his 2003 goals and objectives
established by the Board of Directors. These included the Company's actual
2003 performance against specific metrics reviewed and approved by the Board
of Directors, the successful acquisition and integration of Duke Energy's
Prince George operations, the on-time and on-budget completion of the
Company's new plant in Fort McMurray as well as the accomplishment of specific
operational and organizational objectives. Mr. Gee was awarded incentive
compensation of $220,000 in consideration of his successful accomplishment of
the above objectives. A total of 72,600 performance share units were granted
to Mr. Gee in March of 2004 under the Company's Performance Share Unit Plan.

The foregoing report was submitted to the Board of Directors for approval by
the Compensation Committee:

         Robert Yohe (Chair)
         Ian Matheson
         David McCann

Performance Graph

The following graph compares the total cumulative shareholder return for $100
invested in common shares of the Company with the total cumulative return of
the S&P/TSX Composite Index over the last five years. On December 31, 2003,
the Company's Common Shares closed at $5.15.


                               [GRAPHIC OMITED]



                                       8
<PAGE>


Employment Contracts

All of the Named Executives are parties to offer letters with the Company
which outline the terms and conditions pertaining to their employment. In
addition to the compensation under the heading "Executive Compensation" above,
these contracts provide as follows:

In the case of David Gee, if Mr. Gee's employment is terminated by the Company
for any reason other than for cause, in calculating severance which may be
payable by law, Mr. Gee will be credited with the years of service served with
a previous employer. In the case of Robert Cardell, if Mr. Cardell's
employment is terminated by the Company for any reason other than for cause,
the Company is obligated to provide at least 12 months notice or payment in
lieu thereof. In the case of Doug Osborne, if Mr. Osborne's employment is
terminated as a result of a sale of the Company, or the sale of the Company's
western business, the Company is obligated to pay Mr. Osborne severance of 12
months salary and benefits. If Mr. Osborne is terminated for any other reason
other than for cause, the Company is obligated to pay him severance of 9
months salary and benefits. In the case of Brian Stasiewicz, if Mr. Stasiewicz
is terminated for any reason other than for cause, the Company is obligated to
provide him with approximately 15 months notice or a payment equivalent to
such period in lieu of notice. In the case of Laurie Tugman, if Mr. Tugman's
employment is terminated for any reason other than for cause, the Company is
obligated to continue to pay Mr. Tugman's base salary, including benefits and
car allowance, for a period of 12 months.

The annual salaries of officers of the Company (including the Named
Executives) were recently reviewed. Effective March 1, 2004, the annual
salaries of the Named Executives were increased as follows: David Gee -
$390,000; Robert Cardell - US$185,000; Doug Osborne - $147,000; Brian
Stasiewicz - US$205,000; and Laurie Tugman - $278,000.

Compensation of Directors

No fees are paid to Messrs. Gee, McCann or Lambert for acting as directors of
the Company. Every other director of the Company is entitled to receive an
annual retainer of $12,000 and meeting fees in the amount of $1,500 per
meeting. A director who is the chair of a committee of the Board receives an
additional annual retainer of $3,000.

In 2002, the Company established a Deferred Share Unit Plan (Directors) (the
"DSU Plan") pursuant to which a director can elect to receive no less than 25%
and up to 100% of his annual retainer in deferred share units ("DSU") in lieu
of cash or shares. If a director elects to so receive 100% of his annual
retainer in the form of DSU's, he may also elect to receive 100% of his
meeting fees and committee chair fees in the form of DSU's in lieu of a cash
payment. On the settlement date (based on the date of resignation or death), a
director will be entitled to receive, at his option, common shares of the
Company, cash, or a combination of cash and shares in satisfaction of the
DSU's. A cash payment or an amount to be used to purchase shares on the open
market is the number of DSU's credited to a director's account multiplied by
the then market price of the shares less all applicable source deductions. In
2003, a total of 21,021 DSU's were credited to the accounts of directors who
elected to participate in the DSU Plan.

Directors (other than Messrs. Gee, McCann or Lambert) are also eligible to
participate in the Company's Stock Option Plan and PSU Plan. No options were
granted to directors in 2003. In lieu of option grants, a total of 21,675
PSU's were granted to eligible directors.

Indebtedness of Directors and Senior Officers

No director, executive officer or senior officer of the Company, proposed
nominee for election as a director, nor the associate of any such person is
indebted to the Company.

Interest of Insiders in Material Transactions

No insider of the Company, which includes its directors and officers, has any
interest in any material transaction involving the Company.



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<PAGE>

Directors' and Officers' Insurance and Indemnification

The Company has a policy of insurance for its directors and officers and those
of its subsidiaries, Sulconam, MET, and IT. The limit of liability applicable
to all insured directors and officers under the current policy, which expires
on May 1, 2004, is $55 million in the aggregate inclusive of defence costs.
Under the policy, the Company has reimbursement coverage to the extent that it
has indemnified the directors and officers in excess of a deductible of
$100,000 for each loss. The policy includes securities claims coverage for the
Company, insuring it against any legal obligation to pay on account of any
securities claims brought against it. The total premium paid by the Company in
respect of coverage during 2003 was $188,783, no part of which is payable by
the directors or officers of the Company.

The by-laws of the Company also provide for the indemnification of the
Company's directors and officers from and against any liability and cost in
respect of any action or suit against them in connection with the execution of
their duties of office, subject to the limitations contained in the Canada
Business Corporations Act.

2.       APPOINTMENT OF AUDITORS

The management representatives designated in the enclosed form of proxy intend
to vote in favour of the reappointment of KPMG, as auditors of the Company, to
hold office until the next annual meeting of shareholders at a remuneration to
be fixed by the directors. KPMG have served as auditors of the Company since
1989.

3.       GENERAL MATTERS

Management is not aware of any matter intended to come before the Meeting,
other than the matters described in the accompanying Notice of Meeting. If any
other matters properly come before the Meeting, it is the intention of the
persons named by management in the form of proxy to vote in respect of those
matters in accordance with their judgement.

Statement of Corporate Governance Practices

The Board of Directors and management of Marsulex believe that sound corporate
governance practices are an important part of the Company's business
operations. They therefore support the guidelines of the Toronto Stock
Exchange's Corporate Governance Committee (the "Guidelines") and believe that
the Company's governance procedures conform with those Guidelines. (The
paragraph numbers below correspond to the subsection numbers of the Guidelines
as set out in the Toronto Stock Exchange Company Manual, section 474.)

1.  The Mandate of the Marsulex Board is consistent with the TSX's requirement
    that a board assume responsibility for the stewardship of a corporation.
    The Company's Mandate is reviewed annually and includes the following
    responsibilities:

    (a)     adoption and reassessment of the strategic plan for the Company;

    (b)     identification of principal risks associated with the Company's
            business and review of systems to manage these risks;

    (c)     assessment of senior management and consideration of succession
            planning;

    (d)     adoption of communications policy for the Company; and

    (e)     review of internal control and management information systems.

    The Board has established four standing committees to assist in this
    stewardship function. Each committee is composed of outside directors, the
    majority of which (except in the case of the Environmental, Health &
    Safety Committee) are unrelated to the Company.

    Human Resources and Compensation Committee - This Committee is responsible
    for assisting the Board in determining compensation of senior management
    as well as reviewing the adequacy and form of directors' compensation. The
    Committee annually reviews the goals and objectives of the Chief Executive
    Officer and the Chief Operating Officer for the upcoming year and each
    year conducts an appraisal of the performance of the Chief Executive
    Officer and the Chief Operating Officer.



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<PAGE>

    Audit Committee - This Committee is responsible for monitoring the
    Company's financial reporting, accounting systems, internal controls and
    liaising with external auditors.

    Environmental, Health and Safety Committee - This Committee is responsible
    for assisting the Board in monitoring environmental, health and safety
    issues. Responsibilities include policies on employee health and safety,
    the environment, product responsibility, and the transportation of
    hazardous materials. On a regular basis, the Committee commissions and
    reviews external audits related to Marsulex's compliance and reviews
    management's activities with respect to correcting any deficiencies.

    Corporate Governance Committee - This Committee is responsible for
    developing the Company's approach to corporate governance issues, advising
    the Board in filling vacancies on the Board and periodically reviewing the
    composition and effectiveness of the Board and the contribution of
    individual directors.

2.  The Board is currently composed of eight members. Three of the current
    directors are considered to be related to the Company. TD Capital controls
    a majority of the votes for the election of directors and as such is
    considered to be the Company's "significant shareholder" under the
    Guidelines.

3.  Each year the Board, assisted by the Corporate Governance Committee,
    undertakes an analysis of each director's relationship with the Company to
    determine if any are "related" as contemplated by the Guidelines. In
    December 2002, consideration was given, once again, to past and present
    engagement of the director's professional services or the services of a
    company in which the director has an interest, the significance of any
    remuneration for that engagement, and other business or interests which
    could reasonably be perceived to materially interfere with that director's
    ability to act in the best interests of the Company. The "related"
    directors are: Roderick Barrett, a partner in Stikeman Elliott LLP,
    solicitors to the Company; Ian Matheson, employed by Risk Management
    Consultants of Canada Limited, a risk management company providing
    consulting services to the Company; and David Gee, President and Chief
    Executive Officer of the Company.

    The Board has considered the relationship of each of the directors to TD
    Capital, the Company's significant shareholder, and determined Messrs.
    David McCann and William Lambert (Managing Directors of TD Capital) to be
    related to the significant shareholder. The Board believes that the
    composition of the Board, being comprised of a majority of persons who do
    not have a relationship with the significant shareholder, fairly reflects
    the interests of minority shareholders in the Company.

4.  The mandate of the Corporate Governance Committee includes the
    responsibility for assisting the Board in filling vacancies on the Board.

5.  The mandate of the Corporate Governance Committee also includes an annual
    review of the performance of the Board, committees of the Board, and if
    deemed appropriate, individual directors.

6.  The Board does not have a formal orientation program for new directors.
    However, new directors meet with management to review the business of the
    Company and are provided with certain historical documentation and
    materials from recent previous Board and committee meetings.

7.  The mandate of the Corporate Governance Committee includes the periodic
    review of the composition of the Board. While the Board feels that its
    current size is conducive to the supervision of the business of the
    Company and the efficient evaluation of business opportunities, the Board
    views the addition of outside and unrelated directors as desirable and
    will expand the Board to accommodate candidates with exceptional
    qualifications.

8.  The Compensation Committee reviews the adequacy and form of directors'
    compensation on an annual basis. Each director is paid an annual retainer,
    attendance fees, committee chair fees (if appropriate) and they are also
    eligible to participate in the Company's Stock Option Plan, Performance
    Share Unit Plan, and Deferred Share Unit Plan (Directors). The Board
    believes that the directors' compensation package realistically reflects
    the responsibilities and risk involved in being an effective director.

9.  The Compensation and Corporate Governance Committees are comprised of
    three directors, all of whom are outside directors and the majority of
    whom are unrelated to the Company. The Audit Committee is comprised of
    three directors, all of whom are outside directors and are unrelated to
    the Company. The Environmental, Health & Safety Committee is comprised of
    2 directors both of whom are outside directors and one of whom is
    unrelated to the Company.


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<PAGE>

10. The Corporate Governance Committee is responsible for developing the
    Company's approach to corporate governance, including this Statement.

11. In connection with the recruitment and hiring of the Chief Executive
    Officer in 1995, a clear position description of this office was
    developed. The compensation of the Chief Executive Officer is directly
    tied to the successful completion of objectives determined and evaluated
    by the Board, assisted by the Compensation Committee. In addition, the
    Company has an Authorizations Policy, approved by the Board, which sets
    out the limits of each officer's authorization by financial and other
    parameters.

12. The Board of Directors has appointed a Chair, Mr. David McCann, who is not
    a member of management and is not related to the Company, but is related
    to the Company's significant shareholder. The Company has a policy
    formalizing the opportunity afforded to the Board to meet without the
    presence of management at the conclusion of each Board meeting.

13. The Audit Committee is composed entirely of outside directors. The terms
    of reference for the Committee specifically define its responsibilities
    and include the oversight of management reporting on internal controls.
    The external auditors of the Company are invited to attend all meetings of
    the Committee, and Committee members are afforded the opportunity to
    communicate with the external auditors without the presence of management.

14. The Company has a policy enabling an individual director, upon notice to
    the President and Chief Executive Officer and with the approval of the
    Corporate Governance Committee, to engage, at the Company's expense, an
    outside advisor.

Other Information Concerning Marsulex

The Common Shares are listed on the TSX with the trading symbol:  MLX.

Copies of the Company's latest Annual Information Form (or Form 20-F, as the
case may be) (together with the documents incorporated therein by reference),
the comparative financial statements of the Company for 2003 together with the
report of the auditors thereon, management's discussion and analysis of the
Company's financial condition and results of operations for 2003, the interim
financial statements of the Company for periods subsequent to the end of the
Company's last fiscal year and this Management Information Circular are
available upon request from the Corporate Secretary of the Company.

Approval by Board of Directors

The Board of Directors of Marsulex has approved the contents and the sending
of this Management Information Circular to the shareholders of the Company.

                                      By Order of the Board of Directors

                                      /s/ David M. Gee
                                      -----------------------------------
Toronto, Ontario                      David M. Gee
March 19, 2004                        President and Chief Executive Officer





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