<PAGE>   1
                                                                    EXHIBIT 4(a)



[Logo]     Consumer and                     Consommation
           Corporate Affairs Canada         et Corporations Canada

<TABLE>

<S>                                                                   <C>
CERTIFICATE OF INCORPORATION                                                            CERTIFICAT DE CONSTITUTION

CANADA BUSINESS                                                                         LOI REGISSANT LES SOCIETES
CORPORATION ACT                                                                      PAR ACTIONS DE REGIME FEDERAL

-------------------------------------------------------------- -------------------------------------------------------
171695 CANADA INC.                                                                    55724-0


-------------------------------------------------------        -------------------------------------------------------
   Name of corporation - Denomination de la societe                  Corporation number - Numero de la societe

I hereby certify that the above-mentioned                       Je certifie par les presentes que la societe
Corporation, the Articles of Incorporation of which             mentionnee ci-haut, don't les statuts constitutifs
are attached, was incorporated under the Canada                 sont joints, a ete constituee en societe en vertu de
Business Corporations Act.                                      la Loi regissant les societes par actions de reegime federal.



                     Le directeur

                                                                       December 22, 1989/le 22 decembre 1989
/s/
   ------------------------------------
               Director - Directeur                                 Date of Incorporation - Date de constitution



[CANADA LOGO]

</TABLE>



<PAGE>   2


                                 CANADA BUSINESS
                                CORPORATIONS ACT
                                     FORM 1
                            ARTICLES OF INCORPORATION

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

1   -    NAME OF CORPORATION

         171695 CANADA INC.

2   -    THE PLACE IN CANADA WHERE THE REGISTERED OFFICE IS TO BE SITUATED

         Montreal Urban Community, Province of Quebec.

3   -    THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION
         IS AUTHORIZED TO ISSUE

         Unlimited number of common shares;
         Unlimited number of class A preferred shares; and
         Unlimited number of class B preferred shares.

I.       The common shares and the class A preferred shares shall have attached
         thereto the following rights, privileges, restrictions and conditions:

         (a)      The holders of the common shares and the holders of class A
                  preferred shares shall be entitled to receive notice of and to
                  attend and vote at all meetings of the shareholders of the
                  Corporation and each common share and class A preferred share
                  shall confer the right to one (1) vote in person or by proxy
                  at all meetings of shareholders of the Corporation.

         (b)      Provided that there are no class B preferred shares of the
                  Corporation issued and outstanding, the holders of the class A
                  preferred. shares shall, in each year, in the discretion of
                  the directors but always in preference and priority to any
                  payment of dividends on the common shares for such year, be
                  entitled to non-cumulative dividends at a rate of up to a
                  maximum of 12% per annum, determined in the discretion of the
                  directors, on the amount which was received by the Corporation
                  upon the issuance of each such share as recorded in the stated
                  capital account maintained for such class of shares which may
                  be paid in money or property or by issuing fully paid shares
                  of the Corporation as the directors may from time to time
                  determine. If, in any year after providing for the full
                  dividend on the class A preferred shares determined in the
                  discretion of the directors as aforesaid, there shall remain
                  any profits or surplus available for dividends, provided there
                  are no class B preferred shares of the Corporation issued and
                  outstanding at such time, such profits or surplus, or any part
                  thereof, may, in the discretion of the directors, be applied
                  to dividends on the common shares.

         (c)      The class A preferred shares shall rank, both as regard
                  dividends and return of capital, in priority to the common
                  shares of the Corporation


                                       2
<PAGE>   3


                  but after the class B preferred shares and shall not confer
                  any further right to participate in profits or assets.

         (d)      Provided all of the issued and outstanding class B preferred
                  shares of the Corporation have been redeemed as set forth in
                  paragraph II. (d) hereof, the Corporation may redeem the whole
                  or any part of the class A preferred shares outstanding on
                  payment for each share to be redeemed of an amount equal to
                  the consideration received by the Corporation upon the
                  issuance of each such share as recorded in the stated capital
                  account maintained for such class of shares together with all
                  dividends declared thereon and unpaid; in case a part only of
                  the then outstanding class A preferred shares is at any time
                  to be redeemed, the shares so to be redeemed shall be selected
                  by lot in such manner as the directors in their discretion
                  shall decide or, if the directors so determine, may be
                  redeemed pro rata, disregarding fractions, and the directors
                  may make such adjustments as may be necessary to avoid the
                  redemption of fractional parts of shares; not less than thirty
                  (30) days' notice in writing of such redemption shall be given
                  by mailing such notice to the registered holders of the shares
                  to be redeemed to the last known address of each such holder,
                  specifying the date and place or places of redemption; if
                  notice of any such redemption be given by the Corporation in
                  the manner aforesaid and an amount sufficient to redeem the
                  shares be deposited with any trust company or chartered bank
                  in Canada as specified in the notice on or before the date
                  fixed for redemption, dividends on the class A preferred
                  shares to be redeemed shall cease after the date so fixed for
                  redemption, and the holders thereof shall thereafter have no
                  rights against the Corporation in respect thereof except, upon
                  the surrender of certificates for such shares, to receive
                  payment therefor out of the moneys so deposited; after the
                  redemption price of such shares has been deposited with any
                  trust company or chartered bank in Canada, as aforesaid,
                  notice shall be given to the holders of any class A preferred
                  shares called for redemption who have failed to present the
                  certificates representing such shares, within two (2) months
                  of the date specified for redemption, that the money has been
                  so deposited and may be obtained by the holders of the said
                  class A preferred shares upon presentation of the certificates
                  representing such shares called for redemption at the said
                  trust company or chartered bank.

         (e)      Upon a redemption of class A preferred shares as set out in
                  paragraph I. (d) hereof, the Corporation shall deduct from the
                  stated capital account maintained for the class A preferred
                  shares an amount equal to the result obtained by multiplying


                                       3
<PAGE>   4


                  the stated capital account of the class A preferred shares by
                  the number of such shares which have been redeemed, divided by
                  the number of class A preferred shares which have been issued
                  and are outstanding immediately before such redemption.

         (f)      In the event of the liquidation, dissolution or winding-up of
                  the Corporation, whether voluntary or involuntary, the holders
                  of the class A preferred shares shall be entitled to receive,
                  before any distribution of any part of the assets of the
                  Corporation among the holders of the common shares, but after
                  distribution to the holders of the class B preferred shares,
                  for each class A preferred share, an amount equal to the
                  consideration received by the Corporation upon the issuance of
                  each such share as recorded in the stated capital account
                  maintained for such class of shares and any dividends declared
                  thereon and unpaid and no more.

II.      The class B preferred shares shall have attached thereto the following
         rights, privileges, restrictions and conditions:

         (a)      The holders of the class B preferred shares shall not, as
                  such, have any voting rights for the election of directors or
                  for any other purpose (except where the holders of such class
                  B preferred shares are entitled to vote separately as a class
                  as provided in the Canada Business Corporations Act), nor
                  shall they be entitled to receive notice of or to attend
                  shareholders meetings.

         (b)      The holders of the class B preferred shares shall, in each
                  year, in the discretion of the directors, be entitled to a
                  non-cumulative dividend at the rate of 12% per annum on the
                  amount which was received by the Corporation upon the issuance
                  of each such share as recorded in the stated capital account
                  maintained for such class of shares which may be paid in money
                  or property or by issuing fully paid shares of the Corporation
                  as the directors may from time to time determine. No profit or
                  surplus available for dividends after the provision for
                  payment of the full dividend on the class B preferred shares
                  shall be applied to dividends on the class A preferred shares
                  or the common shares so long as any of the class B preferred
                  shares remain issued and outstanding.

         (c)      The class B preferred shares shall rank, both as regard
                  dividends and return of capital, in priority to all other
                  shares of the Corporation but shall not confer any further
                  right to participate in profits or assets.

         (d)      The. Corporation may redeem the whole or any part of the class
                  B preferred shares outstanding on payment for each share to be
                  redeemed of an amount equal to the consideration received by
                  the Corporation upon the issuance of each such share as
                  recorded in the stated capital account maintained for such
                  class of shares together with an amount equal to all dividends
                  declared thereon and unpaid; in case a part only of the then
                  outstanding class B preferred shares is at any time to be
                  redeemed, the shares so to be redeemed shall be selected by
                  lot in such manner as the directors in their discretion shall
                  decide or, if the directors so determine, may be redeemed pro


                                       4
<PAGE>   5


                  rata, disregarding fractions, and the directors may make such
                  adjustments as may be necessary to avoid the redemption of
                  fractional parts of shares; not less than thirty (30) days,'
                  notice in writing of such redemption shall be given by mailing
                  such notice to the registered holders of the shares to be
                  redeemed to the last known address of each such holder,
                  specifying the date and place or places of redemption; if
                  notice of any such redemption be given by the Corporation in
                  the manner aforesaid and an amount sufficient to redeem the
                  shares be deposited with' any trust company or chartered bank
                  in Canada as specified in the notice on or before the date
                  fixed for redemption, dividends on the class B preferred
                  shares to be redeemed shall cease after the date so fixed for
                  redemption, and the holders thereof shall thereafter have no
                  rights against the Corporation in respect thereof except, upon
                  the surrender of certificates for such shares, to receive
                  payment therefor out of the moneys so deposited; after the
                  redemption price of such shares has been deposited with any
                  trust company or chartered bank in Canada, as aforesaid,
                  notice shall be given to the holders of any class B preferred
                  shares called for redemption who have failed to present the
                  certificates representing such shares, within two (2) months
                  of the date specified for redemption, that the money has been
                  so deposited and may be obtained by the holders of the said
                  class B preferred shares upon presentation of the certificates
                  representing such shares called for redemption at the said
                  trust company or chartered bank.

         (e)      Upon a redemption of class B preferred shares as set out in
                  paragraph II. (d) hereof, the Corporation shall deduct from
                  the stated capital account maintained for the class B
                  preferred shares an amount equal to the result obtained by
                  multiplying the stated capital account of the class B
                  preferred shares by the number of such shares which have been
                  redeemed, divided by the number of class B preferred shares
                  which have been issued and are outstanding immediately before
                  such redemption.

         (f)      In the event of the liquidation, dissolution or winding-up of
                  the Corporation, whether voluntary or involuntary, the holders
                  of the class B preferred shares shall be entitled to receive,
                  before any distribution of any part of the assets of the
                  Corporation among the holders of any other shares, for each
                  class B preferred share, an amount equal to the consideration
                  received by the Corporation upon the issuance of each such
                  share as recorded in the stated capital account maintained for
                  such class of shares and any dividends declared thereon and
                  unpaid as of the date of such distribution and no more.




                                       5
<PAGE>   6

4   -    RESTRICTIONS IF ANY ON SHARE TRANSFERS

         No share in the share capital of the Corporation shall be transferred
         nor assigned without the approval of the directors certified by a
         resolution of the board of directors. Approval of such transfer or
         assignment of shares may be given as above, after the said transfer or
         assignment has been recorded in the books of the Corporation, in which
         case, unless the said resolution otherwise provides, the said transfer
         or assignment shall be valid and shall have effect as at the date it
         has been recorded in the books of the Corporation.

5   -    NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS

         A minimum of one (1) and a maximum of seven (7).

6   -    RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON

         None.

7   -    OTHER PROVISIONS IF ANY

         (1)      the number of the shareholders of the Corporation is limited
                  to fifty (50) exclusive of present or former employees of the
                  Corporation or of a subsidiary of the Corporation, two or more
                  persons holding one or more shares jointly being counted as a
                  single shareholder;

         (2)      any distribution of securities to the public or invitation for
                  the subscription or the distribution of an instrument or
                  security issued by the Corporation is prohibited; and

         (3)      the directors of the Corporation may, when deemed expedient:

                  (a)      borrow money upon the credit of the Corporation;

                  (b)      issue debentures or other securities of the
                           Corporation, and pledge or sell the same for such
                           sums and at such prices as may be deemed expedient;

                  (c)      notwithstanding the provisions of the Civil Code,
                           hypothecate, mortgage or pledge the moveable or
                           immoveable property, present or future, of the
                           Corporation, to secure any such debentures, or other
                           securities, or give part only of such guarantee for
                           such purposes; and constitute the hypothec, mortgage
                           or pledge above mentioned, by trust deed, in
                           accordance with sections 28 and 29 of the Special
                           Corporate Powers Act (chapter P-16), or in any other
                           manner; and

                  (d)      mortgage, hypothecate, pledge or otherwise create a
                           security interest in all or any moveable or personal,
                           immoveable or real or other property of the



                                       6
<PAGE>   7

                           Corporation, owned or subsequently acquired, to
                           secure any obligation of the Corporation.

         The directors may, by resolution or by-law, provide for the delegation
         of such powers by the directors to such officers or directors of the
         Corporation to such extent and in such manner as may be set out in the
         resolution or by-law, as the case may be.

8   -    INCORPORATORS

          NAME ADDRESS

          Kathryn MacDougall                      1155 Rene-Levesque Blvd.
                                                  West
                                                  Suite 3900
                                                  Montreal, Quebec
                                                  H3B 3V2

Signature

----------------------------------------
Kathryn MacDougal

--------------------------------------------------------------------------------
                                 FOR DEPARTMENTAL USE ONLY

Corporation No.                                          Filed DEC 27 1989




                                       7
<PAGE>   8
[LOGO]     Consumer and                     Consommation
           Corporate Affairs Canada         et Corporations Canada


<TABLE>
<S>                                                                <C>
CERTIFICATE OF AMENDMENT                                                                CERTIFICAT DE MODIFICATION

CANADA BUSINESS                                                                         LOI REGISSANT LES SOCIETES
CORPORATION ACT                                                                      PAR ACTIONS DE REGIME FEDERAL

------------------------------------------------------------- --------------------------------------------------------
INTERTAPE POLYMER GROUP, INC.                                                        255724-0
LE GROUPE INTERTAPE POLYMER INC.
Name of Corporation - Denomination de la societe                                  Number--Numero


I hereby certify that the Articles of the                      Je certifie par les presentes que les statuts de la
above-mentioned Corporation were amended                       societe mentionnee ci-haut ont ete modifies

(a)  under Section 13 of the Canada Business             [ ]   (a) en vertu de l'article 13 de la Loi regissant les
     Corporations Act in accordance with the                       societes par actions de regime federal
     attached notice;                                              conformement a l'avis ci-joint;

(b)  under Section 27 of the Canada Business             [ ]   (b) en vertu de l'article 27 de la Loi regissant les
     corporations Act as set out in the attached                   societes par actions de regime federal tel
     Articles of Amendment designating a series of                 qu'indique dans les clauses modificatrices
     shares;                                                       ci-jointes
     designant une serie d'actions;

(c)  under Section 177 of the Canada Business            [X]   (c) en vertu de l'article 177 de la Loi regissant les
     Corporations Act as set out in the attached                   societes par actions de regime federal tel
     Articles of Amendment;                                        qu'indique dans les clauses modificatrices ci-jointes;

(d)  under Section 191 of the Canada Business            [ ]   (d) en vertu de l'article 191 de la Loi regissant les
     Corporations Act as set out in the attached                   societes par actions de regime federal tel
     Articles of Reorganization;                                   qu'indique dans les clauses de reorganization ci-jointes;

(e)  under Section 192 of the Canada Business            [ ]   (e) en vertu de l'article 192 de la Loi regissant les
     Corporations Act as set out in the attached                   societes par actions de regime federal tel
     Articles of Arrangement.                                      qu'indique dans les clauses d'arrangement
                                                                   cijointes.


                   Le directeur

                                                                        October 8, 1991/le 8 octobre 1991
      /s/
         --------------------------------------
                                                                    Date of Amendment - date de la modification
                     Director


[CANADA LOGO]
</TABLE>

<PAGE>   9


                                 CANADA BUSINESS
                                CORPORATIONS ACT
                                     FORM 4
                              ARTICLES OF AMENDMENT

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

1    -   NAME OF CORPORATION

         171695 CANADA INC.

2    -   CORPORATION NO.

         255724-0

3    -   THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:

         Section 1 of the articles of incorporation be and is hereby deleted
                  and replaced by the following:

                  1    -   Name of Corporation

                           INTERTAPE POLYMER GROUP INC.
                           LE GROUPE INTERTAPE POLYMER INC.

DATE                                                 SIGNATURE

October 8, 1991
                                                     -------------------------
                                                     Michael L. Richards

DESCRIPTION OF OFFICE

Director
<PAGE>   10
[LOGO]     Consumer and                     Consommation
           Corporate Affairs Canada         et Corporations Canada


<TABLE>
<S>                                                                <C>
CERTIFICATE OF AMENDMENT                                                                CERTIFICAT DE MODIFICATION

CANADA BUSINESS                                                                         LOI REGISSANT LES SOCIETES
CORPORATION ACT                                                                      PAR ACTIONS DE REGIME FEDERAL

------------------------------------------------------------- --------------------------------------------------------
INTERTAPE POLYMER GROUP, INC.                                                        255724-0
LE GROUPE INTERTAPE POLYMER INC.
Name of Corporation - Denomination de la societe                                  Number--Numero


I hereby certify that the Articles of the                      Je certifie par les presentes que les statuts de la
above-mentioned Corporation were amended                       societe mentionnee ci-haut ont ete modifies

(a)  under Section 13 of the Canada Business           [ ]     (a) en vertu de l'article 13 de la Loi regissant les
     Corporations Act in accordance with the                       societes par actions de regime federal
     attached notice;                                              conformement a l'avis ci-joint;

(b)  under Section 27 of the Canada Business           [ ]     (b) en vertu de l'article 27 de la Loi regissant les
     corporations Act as set out in the attached                   societes par actions de regime federal tel
     Articles of Amendment designating a series of                 qu'indique dans les clauses modificatrices
     shares;                                                       ci-jointes
     designant une serie d'actions;

(c)  under Section 177 of the Canada Business          [X]     (c) en vertu de l'article 177 de la Loi regissant les
     Corporations Act as set out in the attached                   societes par actions de regime federal tel
     Articles of Amendment;                                        qu'indique dans les clauses modificatrices ci-jointes;

(d)  under Section 191 of the Canada Business          [ ]     (d) en vertu de l'article 191 de la Loi regissant les
     Corporations Act as set out in the attached                   societes par actions de regime federal tel
     Articles of Reorganization;                                   qu'indique dans les clauses de reorganization ci-jointes;

(e)  under Section 192 of the Canada Business          [ ]     (e) en vertu de l'article 192 de la Loi regissant les
     Corporations Act as set out in the attached                   societes par actions de regime federal tel
     Articles of Arrangement.                                      qu'indique dans les clauses d'arrangement
                                                                   cijointes.


                   Le directeur

                                                                        October 31, 1991/le 31 octobre 1991
      /s/
         --------------------------------------
                                                                    Date of Amendment - date de la modification
                     Director


[CANADA LOGO]
</TABLE>

<PAGE>   11


                                 CANADA BUSINESS
                                CORPORATIONS ACT
                                     FORM 4
                              ARTICLES OF AMENDMENT

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

1    -   NAME OF CORPORATION

         INTERTAPE POLYMER GROUP INC.
         LE GROUPE INTERTAPE POLYMER INC.

2    -   CORPORATION NO.

         255724-0

3    -   THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:

         A.       Section 3 of the articles of incorporation is hereby deleted
                  and replaced by the following:

                  3    -   THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT
                           THE CORPORATION IS AUTHORIZED TO ISSUE

                  Unlimited number of common shares; and
                  Unlimited number of class A preferred shares, issuable in
                  series.

                  I.       The common shares shall have attached thereto the
                           following rights, privileges, restrictions and
                           conditions:

                  (a)      Each common share shall entitle the holder thereof to
                           one (1) vote at all meetings of the shareholders of
                           the Corporation.

                  (b)      The holders of the common shares shall be entitled to
                           receive during each year, as and when declared by the
                           board of directors, dividends payable in money,
                           property or by the issue of fully paid shares of the
                           capital of the Corporation.

                  (c)      In the event of the liquidation, dissolution or
                           winding up of the Corporation, whether voluntary or
                           involuntary, or other distribution of assets of the
                           Corporation among shareholders for the purpose of
                           winding up its affairs, the holders of the common
                           shares shall be entitled to receive the remaining
                           property of the Corporation.

                  II.      The class A preferred shares shall have attached
                           thereto the following rights, privileges,
                           restrictions and conditions:

                  (a)      The directors of the Corporation may at any time and
                           from time to time, issue the class A preferred shares




<PAGE>   12

                           in one (1) or more series, each series to consist of
                           such number of shares as may, before issuance
                           thereof, be determined by the directors;

                  (b)      The directors of the Corporation may (subject as
                           hereinafter provided) from time to time fix, before
                           issuance, the designation, rights, restrictions,
                           conditions and limitations to attach to the class A
                           preferred shares of each series including, without
                           limiting the generality of the foregoing, the rate,
                           amount or method of calculation of preferential
                           dividends, whether cumulative or non-cumulative or
                           partially cumulative, and whether such rate, amount
                           or method of calculation shall be subject to change
                           or adjustment in the future, the currency or
                           currencies of payment, the date or dates and place or
                           places of payment thereof and the date or dates from
                           which such preferential dividends shall accrue, the
                           redemption price and terms and conditions of
                           redemption, the rights of retraction, if any, vested
                           in the holders of class A preferred shares of such
                           series, and the prices and the other terms and
                           conditions of any rights of retraction, and whether
                           any additional rights of retraction may be vested in
                           such holders in the future, voting rights and
                           conversion rights (if any) and any sinking fund,
                           purchase fund or other provisions attaching to the
                           class A preferred shares of such series, the whole
                           subject to the issue by the Director, Corporations
                           Branch, of the Department of Consumer and Corporate
                           Affairs, of a certificate of amendment in respect of
                           articles of amendment in the prescribed form to
                           designate a series of shares;

                  (c)      The class A preferred shares shall be entitled to
                           preference over the common shares of the Corporation
                           and any other shares of the Corporation ranking
                           junior to the class A preferred shares with respect
                           to the payment of dividends, and may also be given
                           such other preferences over the common shares of the
                           corporation and any other shares of the Corporation
                           ranking junior to the class A preferred shares, as
                           may be fixed by the directors of the Corporation, as
                           to the respective series authorized to be issued;

                  (d)      The class A preferred shares of each series shall
                           rank on a parity with the class A preferred shares of
                           every other series with respect to priority in
                           payment of dividends and in the distribution of
                           assets in the event of liquidation, dissolution or
                           winding-up of the Corporation whether voluntary or
                           involuntary;

                  (e)      In the event of the liquidation, dissolution or
                           winding-up of the Corporation or other distribution
                           of assets of the Corporation among shareholders for
                           the purpose of winding-up its affairs, the holders of
                           the class A preferred shares shall, before any amount
                           shall be paid to or any property or assets of the
                           Corporation distributed among the holders of the
                           common shares or any other shares of the Corporation
                           ranking junior to the class A preferred shares, be
                           entitled to receive (i) an amount equal to the amount


                                      -2-
<PAGE>   13

                           paid-up on such shares together with, in the case of
                           cumulative class A preferred shares, all unpaid
                           cumulative dividends (which for such purpose shall be
                           calculated as if such cumulative dividends were
                           accruing from day to day for the period from the
                           expiration of the last period for which cumulative
                           dividends have been paid-up to and including the date
                           of distribution) and, in the case of non-cumulative
                           class A preferred shares, all declared and unpaid
                           non-cumulative dividends, and (ii) if such
                           liquidation, dissolution, winding-up or distribution
                           shall be voluntary, an additional amount equal to the
                           premium, if any, which would have been payable on the
                           redemption of the said class A preferred shares
                           respectively if they had been called for redemption
                           by the Corporation on the date of distribution and,
                           if said class A preferred shares could not be
                           redeemed on such date, then an additional amount
                           equal to the greatest premium, if any, which would
                           have been payable on the redemption of said class A
                           preferred shares respectively;

                  (f)      No dividends shall at any time be declared or paid on
                           or set apart for payment on any shares of the
                           Corporation ranking junior to the class A preferred
                           shares, unless all dividends up to and including the
                           dividend payable for the last completed period for
                           which such dividends shall be payable on each series
                           of class A preferred shares then issued and
                           outstanding shall have been declared and paid or set
                           apart for payment at the date of such declaration or
                           payment or setting apart for payment on such shares
                           of the Corporation ranking junior to the class A
                           preferred shares, nor shall the Corporation call for
                           redemption or redeem or purchase for cancellation or
                           reduce or otherwise pay off any of the class A
                           preferred shares (less than the total amount then
                           outstanding) or any shares of the Corporation ranking
                           junior to the class A preferred shares, unless all
                           dividends up to and including the dividend payable
                           for the last completed period for which such
                           dividends shall be payable on each series of the
                           class A preferred shares then issued and outstanding
                           shall have been declared and paid or set apart for
                           payment at the date of such call for redemption,
                           purchase, reduction or other payment;

                  (g)      The class A preferred shares of any series may be
                           purchased for cancellation or made subject to
                           redemption by the Corporation at such times and at
                           such prices and upon such other terms and conditions
                           as may be specified in the rights, privileges,
                           restrictions and conditions attaching to the class A
                           preferred shares of such series as set forth in the
                           resolution of the board of directors of the
                           Corporation and certificate of amendment relating to
                           such series; and

                  (h)      The provisions of paragraph II. (a) to (g),
                           inclusive, and of the articles of amendment referred
                           to in paragraph II. (b) hereof and of this paragraph
                           (h) may be deleted or varied in whole or in part by a
                           certificate of amendment, but only with the prior
                           approval of the holders of the class A preferred
                           shares, given as hereinafter specified, in addition
                           to any other approval required by the Canada Business
                           Corporations Act (or any other statutory provision of

                                      -3-

<PAGE>   14

                           the like or similar effect, from time to time in
                           force). The approval of the holders of the class A
                           preferred shares with respect to any and all matters
                           .hereinbefore referred to, may be given by at least
                           two-thirds (2/3) of the votes cast at a meeting of
                           the holders of the class A preferred shares duly
                           called for that purpose and held upon at least
                           twenty-one (21) days notice at which the holders of a
                           majority of the outstanding class A preferred shares
                           are present or represented by proxy. If at any such
                           meeting the holders of a majority of the outstanding
                           class A preferred shares are not present or
                           represented by proxy within thirty (30) minutes after
                           the time appointed for such meeting, then the meeting
                           shall be adjourned to such date being not less than
                           thirty (30) days later and to such time and place as
                           may be appointed by the chairman and not less than
                           twenty-one (21) days notice shall be given of such
                           adjourned meeting but it shall not be necessary in
                           such notice to specify the purpose for which the
                           meeting was originally called. At such adjourned
                           meeting the holders of class A preferred shares,
                           present or represented by proxy, may transact the
                           business for which the meeting was originally called
                           and a resolution passed thereat by not less that
                           two-thirds (2/3) of the votes cast at such adjourned
                           meeting, shall constitute the authorization of the
                           holders of the class A preferred shares referred to
                           above. The formalities to be observed in respect of
                           the giving of notice of any such meeting or adjourned
                           meeting and the conduct thereof shall be those from
                           time to time prescribed by the by-laws of the
                           Corporation with respect to meetings of shareholders.
                           On every poll taken at every such meeting or
                           adjourned meeting, every holder of class A preferred
                           shares shall be entitled to one (1) vote in respect
                           of each class A preferred share held.

         B.       Section 4 of the articles of incorporation be and is hereby
                  deleted and replaced by the following:

                  4   -    RESTRICTIONS IF ANY ON SHARE TRANSFERS

                  None.

         C.       Section 5 of the articles of incorporation be and is hereby
                  deleted and replaced by the following:

                  5     -  NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS

                           A minimum number of three (3) and a maximum number of
                           eleven (11).

         D.       Section 7 of the articles of incorporation be and is hereby
                  deleted and replaced by the following:

                  7    -   OTHER PROVISIONS IF ANY

                           The directors of the Corporation may, when deemed
                           expedient:


                                      -4-
<PAGE>   15

                  (a)      borrow money upon the credit of the corporation;

                  (b)      issue debentures or other securities of the
                           Corporation, and pledge or sell the same for such
                           sums and at such prices as may be deemed expedient;

                  (c)      notwithstanding the provisions of the Civil Code,
                           hypothecate, mortgage or pledge the moveable or
                           immoveable property, present or future, of the
                           Corporation, to secure any such debentures, or other
                           securities, or give part only of such guarantee for
                           such purposes; and constitute the hypothec, mortgage
                           or pledge above mentioned, by trust deed, in
                           accordance with sections 28 and 29 of the Special
                           Corporate Powers Act (chapter P16), or in any other
                           manner; and

                  (d)      mortgage, hypothecate, pledge or otherwise create a
                           security interest in all or any moveable or personal,
                           immoveable or real or other property of the
                           Corporation, owned or subsequently acquired, to
                           secure any obligation of the Corporation.

                  The directors may, by resolution or by-law, provide for the
                  delegation of such powers by the directors to such officers or
                  directors of the Corporation to such extent and in such manner
                  as may be set out in the resolution or by-law, as the case may
                  be.

         E.       By the consolidation of the issued and outstanding common
                  shares on a basis of 1 currently outstanding common share for
                  .75 common share.

                  No fractional shares shall be issued upon the consolidation.
                  Where the consolidation would otherwise result in the
                  shareholder receiving a fraction of a share, the holder of a
                  fractional interest of less than one-half of a share shall not
                  be entitled to receive any compensation therefor and such
                  fractional interest shall be cancelled. The holder of a
                  fractional interest equal to or greater than one-half of a
                  share shall receive a whole share in respect of such
                  fractional interest without further payment being required
                  therefor. For purposes hereof, all shares held by way of
                  different share certificates by the same holder of record
                  shall be considered in the aggregate.

DATE                                                 SIGNATURE

October 31, 1991
                                                     -------------------------
                                                     Michael L. Richards

DESCRIPTION OF OFFICE                                             NOV - 1 1991

Director



                                      -5-
<PAGE>   16
[LOGO]     Consumer and                     Consommation
           Corporate Affairs Canada         et Corporations Canada



<TABLE>
<S>                                                             <C>
CERTIFICATE OF AMENDMENT                                                                      CERTIFICAT DE FUSION

CANADA BUSINESS                                                                         LOI REGISSANT LES SOCIETES
CORPORATION ACT                                                                      PAR ACTIONS DE REGIME FEDERAL

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

INTERTAPE POLYMER GROUP INC.
LE GROUPE INTERTAPE POLYMER INC.                                                      295104-5


-------------------------------------------------------        -------------------------------------------------------
   Name of corporation - Denomination de la societe                  Corporation number - Numero de la societe

I hereby certify that the above-named corporation              Je certifie que la societe susmentionnee est
issue resulted from an amalgamation, under section 185 of      d'une fusion, en vertu de l'article 185 de la LOI
the CANADA BUSINESS CORPORATIONS ACT, of the                   REGISSANT LES SOCIETES PAR ACTIONS DE REGIME FEDERAL,
corporations set out in the attached articles of               des societes don't les denominations apparaissent
amalgamation.                                                  dans les statuts de fusion ci-joints.

/s/
   ------------------------------------                                   August 31, 1993/le 31 aout 1993
                 Director - Directeur                                  Date of Amalgamation - Date de fusion
------------------------------------------------------- ------ -------------------------------------------------------

[CANADA LOGO]
</TABLE>



<PAGE>   17



                                 CANADA BUSINESS
                                CORPORATIONS ACT
                                     FORM 9
                            ARTICLES OF AMALGAMATION
                                  (SECTION 185)

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


1   -    NAME OF AMALGAMATED CORPORATION

         INTERTAPE POLYMER GROUP INC.
         LE GROUPE INTERTAPE POLYMER INC.

2   -    THE PLACE WITHIN CANADA WHERE THE REGISTERED OFFICE IS TO BE SITUATED

         Metropolitan Region of Montreal, Province of Quebec

3   -    THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
         AUTHORIZED TO ISSUE

         Unlimited number of common shares; and
         Unlimited number of Class A preferred shares, issuable in series.

I.       The common shares shall have attached thereto the following rights,
         privileges, restrictions and conditions:

         (a)      Each common share shall entitle the holder thereof to one (1)
                  vote at all meetings of the shareholders of the Corporation.

         (b)      The holders of the common shares shall be entitled to receive
                  during each year, as and when declared by the board of
                  directors, dividends payable in money, property or by the
                  issue of fully paid shares of the capital of the Corporation.

         (c)      In the event of the liquidation, dissolution or winding up of
                  the Corporation, whether voluntary or involuntary, or other
                  distribution of assets of the Corporation among shareholders
                  for the purpose of winding-up its affairs, the holders of the
                  common shares shall be entitled to receive the remaining
                  property of the Corporation.

II.      The Class A preferred shares shall have attached thereto the following
         rights, privileges, restrictions and conditions:

         (a)      The directors of the Corporation may at any time and from time
                  to time, issue the class A preferred shares in one (1) or more
                  series, each series to consist of such number of shares as
                  may, before issuance thereof, be determined by the directors;



                                      -2-
<PAGE>   18


         (b)      The directors of the Corporation may (subject as hereinafter
                  provided) from time to time fix, before issuance, the
                  designation, rights, restrictions, conditions and limitations
                  to attach to the class A preferred shares of each series
                  including, without limiting the generality of the foregoing,
                  the rate, amount or method of calculation of preferential
                  dividends, whether cumulative or non-cumulative or partially
                  cumulative, and whether such rate, amount or method of
                  calculation shall be subject to change or adjustment in the
                  future, the currency or currencies of payment, the date or
                  dates and place or places of payment thereof and the date or
                  dates from which such preferential dividends shall accrue, the
                  redemption price and terms and conditions of redemption, the
                  rights of retraction, if any, vested in the holders of class A
                  preferred shares of such series, and the prices and the other
                  terms and conditions of any rights of retraction, and whether
                  any additional rights of retraction may be vested in such
                  holders in the future, voting rights and conversion rights (if
                  any) and any sinking fund, purchase fund or other provisions
                  attaching to the class A preferred shares of such series, the
                  whole subject to the issue by the Director, Corporations
                  Branch, of the Department of Consumer and Corporate Affairs,
                  of a certificate of amendment in respect of articles of
                  amendment in the prescribed form to designate a series of
                  shares;

         (c)      The class A preferred shares shall be entitled to preference
                  over the common shares of the Corporation and any other shares
                  of the Corporation ranking junior to the class A preferred
                  shares with respect to the payment of dividends, and may also
                  be given such other preferences over the common shares of the
                  Corporation and any other shares of the Corporation ranking
                  junior to the class A preferred shares, as may be fixed by the
                  directors of the Corporation, as to the respective series
                  authorized to be issued;

         (d)      The class A preferred shares of each series shall rank on a
                  parity with the class A preferred shares of every other series
                  with respect to priority in payment of dividends and in the
                  distribution of assets in the event of liquidation,
                  dissolution or winding-up of the Corporation whether voluntary
                  or involuntary;

         (e)      In the event of the liquidation, dissolution or winding-up of
                  the Corporation or other distribution of assets of the
                  Corporation among shareholders for the purpose of winding-up
                  its affairs, the holders of the class A preferred shares
                  shall, before any amount shall be paid to or any property or
                  assets of the Corporation distributed among the holders of the
                  common shares or any other shares of the Corporation ranking
                  junior to the class A preferred shares, be entitled to receive
                  (i) an amount equal to the amount paid-up on such shares
                  together with, in the case of cumulative class A preferred
                  shares, all unpaid cumulative dividends (which for such
                  purpose shall be calculated as if such cumulative dividends



                                      -3-
<PAGE>   19

                  were accruing from day to day for the period from the
                  expiration of the last period for which cumulative dividends
                  have been paid-up to and including the date of distribution)
                  and, in the case of non-cumulative class A preferred shares,
                  all declared and unpaid non-cumulative dividends, and (ii) if
                  such liquidation, dissolution, winding-up or distribution
                  shall be voluntary, an additional amount equal to the premium,
                  if any, which would have been payable on the redemption of the
                  said class A preferred shares respectively if they had been
                  called for redemption by the Corporation on the date of
                  distribution and, if said class A preferred shares could not
                  be redeemed on such date, then an additional amount equal to
                  the greatest premium, if any, which would have been payable on
                  the redemption of said class A preferred shares respectively;

         (f)      No dividends shall at any time be declared or paid on or set
                  apart for payment on any shares of the Corporation ranking
                  junior to the class A preferred shares, unless all dividends
                  up to and including the dividend payable for the last
                  completed period for which such dividends shall be payable on
                  each series of class A preferred shares then issued and
                  outstanding shall have been declared and paid or set apart for
                  payment at the date of such declaration or payment or setting
                  apart for payment on such shares of the Corporation ranking
                  junior to the class A preferred shares, nor shall the
                  Corporation call for redemption or redeem or purchase for
                  cancellation or reduce or otherwise pay off any of the class A
                  preferred shares (less than the total amount then outstanding)
                  or any shares of the Corporation ranking junior to the class A
                  preferred shares, unless all dividends up to and including the
                  dividend payable for the last completed period for which such
                  dividends shall be payable on each series of the class A
                  preferred shares then issued and outstanding shall have been
                  declared and paid or set apart for payment at the date of such
                  call for redemption, purchase, reduction or other payment;

         (g)      The class A preferred shares of any series may be purchased
                  for cancellation or made subject to redemption by the
                  Corporation at such times and at such prices and upon such
                  other terms and conditions as may be specified in the rights,
                  privileges, restrictions and conditions attaching to the class
                  A preferred shares of such series as set forth in the
                  resolution of the board of directors of the Corporation and
                  certificate of amendment relating to such series; and

         (h)      The provisions of paragraph II. (a) to (g), inclusive, and of
                  the articles of amendment referred to in paragraph II. (b)
                  hereof and of this paragraph (h) may be deleted or varied in
                  whole or in part by a certificate of amendment, but only with
                  the prior approval of the holders of the class A preferred
                  shares, given as hereinafter specified, in addition to any
                  other approval required by the Canada Business Corporations
                  Act (or any other statutory provision of the like or similar
                  effect, from time to time in force). The approval of the



                                      -4-
<PAGE>   20

                  holders of the class A preferred shares with respect to any
                  and all matters hereinbefore referred to, may be given by at
                  least two-thirds (2/3) of the votes cast at a meeting of the
                  holders of the class A preferred shares duly called for that
                  purpose and held upon at least twenty-one (21) days notice at
                  which the holders of a majority of the outstanding class A
                  preferred shares are present or represented by proxy. If at
                  any such meeting the holders of a majority of -the outstanding
                  class A preferred shares are not- present or represented by
                  proxy within thirty (30) minutes after the time appointed for
                  such meeting, then the meeting shall be adjourned to such date
                  being not less than thirty (30) days later and to such time
                  and place as may be appointed by the chairman and not less
                  than twenty-one (21) days notice shall be given of such
                  adjourned meeting but it shall not be necessary in such notice
                  to specify the purpose for which the meeting was originally
                  called. At such adjourned meeting the holders of class A
                  preferred shares, present or represented by proxy, may
                  transact the business for which the meeting was originally
                  called and a resolution passed thereat by not less then
                  two-thirds (2/3) of the votes cast at such adjourned meeting,
                  shall constitute the authorization of the holders of the class
                  A preferred shares referred to above. The formalities to be
                  observed in respect of the giving of notice of any such
                  meeting or adjourned meeting and the conduct thereof shall be
                  those from time to time prescribed by the by-laws of the
                  Corporation with respect to meetings of shareholders. On every
                  poll taken at every such meeting or adjourned meeting, every
                  holder of class A preferred shares shall be entitled to one
                  (1) vote in respect of each class A preferred share held.

4   -    RESTRICTIONS IT ANY ON SHARE TRANSFERS

         None.

5   -    NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS

         A minimum number of three (3) and a maximum number of eleven (11).

6   -    RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON

         None.

7   -    OTHER PROVISIONS IT ANY

(1)      The directors of the Corporation may, when deemed expedient:

         (a)      borrow money upon the credit of the Corporation;



                                      -5-
<PAGE>   21

         (b)      issue debentures or other securities of the Corporation, and
                  pledge or sell the same for such sums and at such prices a-s
                  may be deemed expedient;

         (c)      notwithstanding the provisions of the Civil Code, hypothecate,
                  mortgage or pledge the moveable or immoveable property,
                  present or future, of the Corporation, to secure any such
                  debentures, or other securities, or give part only of such
                  guarantee for such purposes; and constitute the hypothec,
                  mortgage or pledge above mentioned, by trust deed, in
                  accordance with sections 28 and 29 of the Special Corporate
                  Powers Act (chapter P-16), or in any other manner; and

         (d)      mortgage, hypothecate, pledge or otherwise create a security
                  interest in all or any moveable or personal, immoveable or
                  real or other property of the Corporation, owned or
                  subsequently acquired, to secure any obligation of the
                  Corporation.

The directors may, by resolution or by-law, provide for the delegation of such
powers by the directors to such officers or directors of the Corporation to such
extent and in such manner as may be set out in the resolution or by-law, as the
case may be.

   (2)   the share capital of INTERTAPE POLYMER GROUP INC. - LE GROUPS INTERTAPE
         POLYMER INC. and EBAC HOLDINGS INC. - PLACEMENTS EBAC INC. shall be
         converted into the share capital of the amalgamated corporation; and

         (a)      six million nine hundred and twenty thousand five hundred and
                  ninety-seven (6,920,597) issued and fully paid common shares
                  of the capital of INTERTAPE POLYMER GROUP INC. - LE GROUPS
                  INTERTAPE POLYMER INC. held by shareholders other than EBAC
                  HOLDINGS INC. - PLACEMENTS EBAC INC. shall be converted share
                  for share into six million nine hundred and twenty thousand
                  five hundred and ninety-seven (6,920,597) issued and fully
                  paid common shares of the amalgamated corporation; and

         (b)      the three million two hundred and thirty-one thousand four
                  hundred and twenty-one (3,231,421) issued and fully paid
                  common shares of the capital of INTERTAPE POLYMER GROUP INC. -
                  LE GROUPS INTERTAPE POLYMER INC. held by EBAC HOLDINGS INC.
                  -PLACEMENTS EBAC INC. shall be cancelled without any repayment
                  of capital in respect thereof.

         (c)      the three million two hundred and thirty-one thousand four
                  hundred and twenty-one (3,231,421) issued and fully paid
                  common shares of the capital of EBAC HOLDINGS INC. -
                  PLACEMENTS EBAC INC. shall be converted share for share into
                  three million two hundred and thirty-one thousand four hundred
                  and twenty-one (3,231,421) issued and fully paid common shares
                  of the amalgamated corporation.


                                      -6-
<PAGE>   22


8   -    THE AMALGAMATION AGREEMENT HAS BEEN APPROVED BY SPECIAL RESOLUTIONS OF
         SHAREHOLDERS OF THE AMALGAMATING CORPORATIONS LISTED IN ITEM 10 BELOW
         IN ACCORDANCE WITH SECTION 183 OF THE CANADA BUSINESS CORPORATIONS ACT.

9   -    NAME OF THE AMALGAMATING CORPORATION THE BY-LAWS OF WHICH ARE TO BE THE
         BY-LAWS OF THE AMALGAMATED CORPORATION.

         INTERTAPE POLYMER GROUP INC. -
         LE GROUPE INTERTAPE POLYMER INC.

10   -   NAME OF AMALGAMATING CORPORATIONS

         (a)      INTERTAPE POLYMER GROUP INC.-
                  LE GROUPE INTERTAPE POLYMER INC.

         (b)      EBAC HOLDINGS INC.
                  PLACEMENTS EBAC INC.

         Corporation Nos.
         (a)      255724-0
         (b)      291488-3

DATE:    AUGUST 30, 1993                   (A)      SIGNATURE


                                           ---------------------------------
                                                    Melbourne F. Yull
                                                    Director, President and
                                                    Chief Executive Officer

DESCRIPTION OF OFFICE

DATE:    AUGUST 30, 1993                   (B)      SIGNATURE


                                           ---------------------------------
                                                    Christopher J. Winn
                                                    Director

DESCRIPTION OF OFFICE

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

                            FOR DEPARTMENTAL USE ONLY

CORPORATION NO.                                      FILED SEP 1 1993




                                      -7-
<PAGE>   23
[LOGO]     Industry Canada                  Industrie Canada

MIADOCS 447234v1

<TABLE>
<S>                                                                                     <C>
CERTIFICATE OF AMENDMENT                                                                CERTIFICAT DE MODIFICATION

CANADA BUSINESS                                                                                LOI CANADIENNE SUR
CORPORATION ACT                                                                           LES SOCIETES PAR ACTIONS
------------------------------------------------------------- --------------------------------------------------------
INTERTAPE POLYMER GROUP, INC.                                                        295104-5
LE GROUPE INTERTAPE POLYMER INC.



----------------------------------------                           --------------------------------------------
Name of Corporation - Denomination de la societe                     Corporation number-- Numero de la societe


I hereby certify that the articles of the                          Je certifie que les statuts de la societe
above-named corporation were amended                               susmentionnee ont ete modifies:

(a)  under Section 13 of the CANADA BUSINESS                [ ]   (a) en vertu de l'article 13 de la LOI REGISSANT
     CORPORATIONS ACT in accordance with the                          CANADIENNE SUR LES SOCIETES PAR ACTIONS,
     attached notice;                                                 conformement a l'avis ci-joint;

(b)  under Section 27 of the CANADA BUSINESS                [ ]   (b) en vertu de l'article 27 de la LOI REGISSANT
     CORPORATIONS ACT as set out in the attached                      CANADIENNE SUR LES SOCIETES PAR ACTIONS, tel
     articles of amendment designating a series of                    qu'il est indique dans les clauses modificatrices
     shares;                                                          ci-jointes designant une serie d'actions;

(c)  under Section 179 of the CANADA BUSINESS               [X]   (c) en vertu de l'article 177 de la LOI REGISSANT
     CORPORATIONS ACT as set out in the attached                      CANADIENNE SUR LES SOCIETES PAR ACTIONS, tel
     articles of amendment; designating a series                      qu'il est indique dans les clauses modificatrices
     of shares;                                                       ci-jointes;

(d)  under Section 191 of the CANADA BUSINESS               [ ]   (d) en vertu de l'article 191 de la LOI REGISSANT
     CORPORATIONS ACT as set out in the attached                      CANADIENNE SUR LES SOCIETES PAR ACTIONS, tel
     articles of reorganization;                                      qu'il est indique dans les clauses de
                                                                      reorganization ci-jointes.;



                                                                            May 22, 1996/le 22 mai 1996
      /s/
      --------------------------------------
                                                                    Date of Amendment - date de la modification
               Director -- Directeur


[CANADA LOGO]
</TABLE>

<PAGE>   24



                                 CANADA BUSINESS
                                CORPORATIONS ACT
                                     FORM 4
                              ARTICLES OF AMENDMENT
                               (SECTION 27 OR 177)

1 -      NAME OF CORPORATION

         Intertape Polymer Group Inc.
         Le Groupe Intertape Polymer Inc.

2 -      CORPORATION NO.

         295104-5

3 -      THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:

         The Articles of Amalgamation dated August 31, 1993 are hereby amended
         by adding the following:

                  Effective at the close of business on June 4, 1996, the issued
                  and outstanding common shares shall be subdivided on a
                  two-for-one basis.

Date                                              Signature

May 22, 1996                                      -------------------------
                                                  Andrew M. Archibald, C.A.

Title

Vice President Finance and Administration,
Chief Financial Officer and Secretary

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

                                FOR DEPARTMENTAL USE ONLY


                    Filed               May  23 1996