Exhibit 13.1      ANNUAL INFORMATION FORM  For the year ended
December 31, 2004    March 24, 2005


Table of contents  Annual Information Form for the year ended December 31, 2004  Documents incorporated by reference Forward Looking Statements  Item 1 - Date of the Annual Information FormItem 2 - Corporate Structure2.1 Name and Incorporation of the Company2.2 Intercorporate RelationshipsItem 3 - General Development of the Business3.1 Company profile3.2 Three year history3.3 Significant AcquisitionsItem 4 - Description of the Business4.1 General4.2 Industry sectors information4.2.1 Packaging4.2.1.1 Boxboard
  Group4.2.1.2
  Containerboard and Corrugated Products Group4.2.1.3 Specialty
  Products Group4.2.2 Fine Papers4.2.3 Tissue
  Papers4.3 Research and development4.4 Competitive conditions4.5 Cycle components4.6 Environment4.7 Reorganizations4.8 Social policies4.9 Business RisksItem 5 - DividendsItem 6 -Capital
  Structure6.1 General description of capital structure6.2 RatingsItem 7 - Market for Securities7.1 Trading price and volumeItem 8 - Directors and Officers8.1 Information concerning Directors


8.2 Information concerning non-director officersItem 9 - Legal ProceedingsItem 10 - Transfer Agent and RegistrarItem 11 - Material ContractsItem 12 - Interests of ExpertsItem 13 - Audit Committee13.1 Composition and mandate13.2 Relevant education and experience of the
  members13.3 External auditors services fees13.4 Policies and procedures for the engagement of
  audit and non-audit servicesItem 14 - Additional Information


Documents Incorporated by reference  The documents
in the table below contain information that is incorporated by reference into
this annual information form. (AIF)  Documents
  
  Where they are incorporated in this
  Annual Information Form2004 Annual Report  Managements discussionand analysis,
  Quantitative and qualitativedisclosures regarding market
  risks, pages 31 to 33
  
  Item 4.9  In this Annual Information Form, the
terms We, Us, Our, and Cascades refer to Cascades Inc., its
subsidiaries, divisions and joint ventures. All dollar amounts are expressed in
Canadian dollars, unless stated otherwise. The information in this AIF is as of
March 24, 2005, unless stated otherwise, and except for information in
documents incorporated by reference that have a different date.  Forward-Looking Statements  Securities laws
encourage companies to disclose forward-looking information so that investors
can better understand the companys future prospects and make informed
investment decisions.  Certain
statements in this notice or in documents incorporated by reference are
forward-looking statements (as such term is defined under the United States
Private Securities Litigation Reform Act of 1995) based on current
expectations. The accuracy of such statements is subject to a number of risks,
uncertainties and assumptions that may cause actual results to differ
materially from those projected, including, but not limited to, the effect of
general economic conditions, decreases in demand for the Companys products,
increases in raw material costs, changes in the relative values of certain
currencies, fluctuations in selling prices, adverse changes in general market
and industry conditions. (See Business risks).


Annual Information Form  Item 1 
Date of the Annual Information Form  This Annual Information
Form (the Form) is dated as of March 24, 2005.  Except as otherwise indicated, the
information contained in this Form is stated as at December 31, 2004.  Item 2 -
Corporate Structure  2.1          Name and Incorporation of the Company  Cascades Inc. (hereinafter referred to as Cascades
or the Company) was incorporated under the name Paper Cascades Inc./Cascades
Paper Inc. under the laws of the Province of Quebec by letters patent issued on
March 26, 1964.  Supplementary
letters patent were issued on March 11, 1968, July 4, 1979 and
October 19, 1979 to amend the authorized capital stock and the
restrictions and privileges attached to certain classes of shares of the
Company.  Cascades was continued
under the name Cascades Inc. under Part 1A of the Companies
Act (Quebec) by Certificate of Continuance dated October 26,
1982.  Certificates of Amendment were
issued on July 5, 1984, September 16, 1985 and May 13, 1986 to
permit the subdivision of the Companys Common Shares, as well as on
July 15, 1992, July 24, 1992, December 17, 1992 and
July 20, 1993 in order to modify the authorized share-capital and the
restrictions and privileges of certain classes of shares of the Company.  On
December 30, 2003, in accordance with Article 123.129 of the Companies Act(Québec), Cascades, by
simplified amalgamation, merged with 9135-2591 Québec Inc., a wholly owned
subsidiary of the Company.  The articles
of amalgamation and schedules as well as the composition of the Board of
Directors of the new company following the amalgamation are exactly the same as
those of Cascades Inc. prior to the amalgamation.  The head office and corporate offices of Cascades are
located at 404 Marie-Victorin Blvd., Kingsey Falls, Québec,
J0A 1B0.  Cascades also has
administrative offices located at 772 Sherbrooke West, Suite 100,
Montréal, Québec, H3A 1G1.  2.2          Intercorporate Relationships  The following list sets out the principal subsidiaries and joint
ventures of Cascades, their respective jurisdiction of incorporation and the
percentage of voting rights held as of December 31, 2004:  Corporate
  Name
  
  Jurisdiction of
  Incorporation
  
  % of the Voting
  SharesCascades Arnsberg GmbH
  
  Germany
  
  100
  %Cascades Canada Inc.
  
  Canada
  
  100
  %Cascades Fine Papers Group Inc.
  
  Canada
  
  100
  %Cascades S.A.
  
  France
  
  100
  %Cascades Tissue Group - Pennsylvania Inc.
  
  Delaware
  
  100
  %Cascades Tissue Group  Wisconsin Inc.
  
  Delaware
  
  100
  %Cascades USA Inc.
  
  Delaware
  
  100
  %Dopaco, Inc.
  
  Pennsylvania
  
  100
  %Norampac Inc.
  
  Canada
  
  50
  %


Item 3 -
General Development of the Business  3.1          Company profile  Established in
1964,Cascades is the parent company of a North American and European group of
companies involved in the production, conversion and marketing of packaging
products, fine specialty papers and tissue papers principally composed of
recycled fibres. Cascades conducts its business principally through three
operating sectors: Packaging, Fine Papers and Tissue Papers.  The Packagingsector includes : The Boxboard Group, a manufacturer of premium
coated boxboard and folding cartons; The Containerboard and Corrugated Products Group,
held through Norampac Inc., a joint venture company, is a maker of
containerboard and a leading converter of corrugated carton; and The Specialty Products Group produces and
markets uncoated board, kraft paper, moulded pulp, plastics, converted
products, construction materials, and is active in waste paper recovery and
de-inking.  The Fine Papers sector manufactures and markets
high-end uncoated fine papers, the content of which is in large part recycled.  The Tissue  Papersector is a major producer of tissue paper for the retail,
commercial and institutional markets.  The following paragraphs
describe significant events and important transactions in the development of
the Companys business over the last three years.  3.2          Three
year history  2004  On February 18, 2004 and June 3, 2004, the Company acquired
the 50% participations held by its partners in Cascades Sonoco S.A. for a
nominal consideration and in Greenfield S.A.S. for a cash consideration of
$2 million (1.5 million).  On March 11, 2004, the Company acquired a tissue mill in Memphis,
Tennessee, from American Tissue or some of its affiliated companies for a
monetary consideration of $15 million (US$11.4 million), extending
its presence in the Southern United States.  On April 2, 2004, Norampac Inc. (Norampac) a joint venture of the
Company, announced the acquisition of a corrugated products plant from Johnson
Products Corrugated Corp. situated in Thompson, Connecticut, for an approximate
cash consideration of $15 million (US$ 11.7 million).  The 50% share of the Company in the
acquisition price amounts to $8 million (US$5.9 million).  This investment allowed Norampac to increase
its integration level and its North American presence.  On August 24, 2004, the Company acquired the remaining outstanding
shares (50%) of Dopaco, Inc., a United States producer of packaging
products for the quick service restaurant industry for an approximate
consideration of $139 million (US$106.5 million) of which $82 million
(US$63 million) has been paid in cash at the closing date and a balance
estimated at $57 million (US$43.5 million) will be payable in
May 2005 based on a financial formula, allowing the Company to benefit from
increased integration opportunities for its packaging and tissue operations.  On August 27, 2004, Norampac acquired the assets of Aim Corrugated
Container Corp., a corrugated products plant situated in Lancaster, New York,
for an approximate money consideration of $21 million  2


(US$16 million),  The 50%
share of the Company in the acquisition price amounts to $10 million
(US$8 million).  This investment
allowed Norampac to increase its presence in the North-East American.  On December 2, 2004, the Company completed a private placement of
US$125 million of 7.25% Senior Notes due in 2013, which are treated as
part of the same series of 7.25% Senior Notes due in 2013 that were issued in
February 2003.  The issuance of
these Senior Notes was completed at a price of 105.50%, or an effective
interest rate of 6.376%.  The net
proceeds of $156 million of this financing were used to reduce
indebtedness under the Companys revolving credit facility.  2003  On February 5, 2003, the Company completed a series of transactions
to substantially refinance all of its credit facilities, excluding those of its
joint ventures. The Company secured a new four-year revolving credit facility
for $500 million. The obligations under this facility are secured by all
inventory and receivables of the Company and its North American subsidiaries,
excluding its joint ventures, and by the property, plant and equipment of three
of its mills.  In addition, the Company issued new unsecured 7.25% Senior Notes,
maturing in 2013, for an aggregate amount of US$450 million.  As well, the Company also
redeemed US$125 million 8.375% Senior Notes, due in 2007, issued by a
subsidiary for a total consideration of $192 million. Finally, in
October 2003, the Company completed an additional financing of US$100 million
7.25% Senior Notes, maturing in 2013, at a price of 104.50%, for an effective
interest rate of 6.61%.  On April 14, 2003, Norampac announced the purchase of Georgia
Pacifics converting plant in Schenectady, New York.  The monetary consideration for this
transaction, subject to adjustments, amounted to $32 million
(US$22 million) in cash in addition to all of the operating assets of its
unit situated in Dallas, Fort Worth, Texas, evaluated at $12 million (US$8
million).  The 50% share of the Company
in the acquisition price represents an amount of $10 million
(US$7 million).  Through this
acquisition, Norampac increased its presence in the corrugated packaging market
in the Northeastern United States.  On October 1, 2003, Cascades increased its participation from 40%
to 50% in Dopaco, Inc., a North American leader in packaging for the
quick-service restaurant industry at an investment cost of $17 million
(US$ 12.4 million).  2002  On January 2, 2002, Norampac increased its participation in Metro
Waste Paper Recovery Inc., another joint venture of the Company, in exchange of
net value assets of $6 million.  On January 21, 2002, Norampac acquired a corrugated products plant
in Leominster, Massachusetts from Star Container Corporation, for a total
consideration of $50 million (US$31 million).  The 50% share of the Company in the
acquisition price represents an amount of $25 million
(US$15.5 million) This plant with an annual production capacity of over
one billion square feet allowed Norampac to pursue its acquisition strategy of
increasing its converting capacity.  On March 27, 2002, Cascades announced the acquisition of 33
converting lines located in Waterford, New York, and in Calexico, California.
These assets with a total capacity of eight million cases were acquired for a
global amount of $30 million (US$19 million).  3


On June 6, 2002, the American Bankruptcy Court approved the
purchase by Cascades of a tissue paper mill, two conversion sites located in
Mechanicville, New York and in St-Helens, Oregon and a paper machine. These
sites with a total combined annual production capacity of 100,000 short tons
together with the other assets were bought for $66 million
(US$43 million).  On June 11, 2002, Cascades announced a $14 million investment
by Cascades Conversion Inc., a joint venture with Sonoco Products Company to
extend the conversion plant in Kingsey Falls, Québec and for the installation
of a new co-extrusion coating machine.  3.3          Significant Acquisitions  Other than what is indicated above under item
3.2 Three Year History, Cascades did not enter into any other significant
acquisition of assets as of the date of the present notice.  Item 4 -
Description of the Business  4.1          General  Cascades operates
businesses in Canada, the United States, France, England, Germany, Sweden, and
through joint ventures, in China, Indonesia and Australia.  Each of the
operating sectors includes industrial groups and subgroups that may include
subsidiaries or divisions, the whole as described below:  PACKAGING  BOXBOARD GROUP        Manufacturing        Converting  CONTAINERBOARD AND CORRUGATED PRODUCTS GROUP Norampac inc.
(50%)  SPECIALTY PRODUCTS GROUP Manufacturing and/or converting of : Kraft paper Moulded pulp products Plastic products Converting products Building materials Waste paper recovery De-inking  FINE PAPERS Manufacturing Converting Distribution  TISSUE PAPERS Manufacturing Converting Distribution  4


These three sectors include
150 operating units located in North America and Europe and employ
approximately 15,800 people.  This
structure decentralizes authority while allowing continuous exchanges between
sectors and a better coordination of all of the operations.  Cascades sets strategic guidelines and
ensures that corporate policies concerning acquisition and financing
strategies, legal affairs, human resources management and environmental
protection are applied by the subsidiaries, divisions and affiliated companies.  4.2          Industry
sectors information  4.2.1       Packaging  This sector
includes three industrial groups : the Boxboard Group, the Containerboard
and Corrugated Products Group and the Specialty Products Group.  4.2.1.1    Boxboard Group  The Boxboard Group
is a leading maker of coated boxboard and folding cartons in Canada.  The Boxboard Group operates seven mills that
produce coated boxboard for conversion into folding cartons and micro-flute
packaging, with a total annual production capacity of 865,000 metric tons.  Three of these mills are located in Canada,
two in France, one in Sweden, and one in Germany.  Approximately 63%
of the Boxboard Groups production of boxboard is made of entirely recycled
fibre, and 15% of its output is produced with a high content of recycled fibre
and the balance of virgin fibre. Vertically integrated upstream, Boxboard Group
operates two de-inking units, one in Canada and the other in France, and
obtains its supply of wastepaper through its own recovery networks, joint
ventures and affiliates, as well as through long-term agreements with independent
suppliers.  To secure its supply of
virgin fibre, the Boxboard Group operates three mechanical pulp mills in
Québec, France and Sweden and one chemical pulp mill in Québec as well as a
sawmill, Scierie Lemay Inc., having completed the acquisition of the
outstanding shares in 2003.  In North America,
Boxboard Group is also vertically integrated downstream via its Folding Carton
Division. The divisions six plants, two in Québec, two in Ontario, one in
Manitoba and one in Kentucky in the United States annually convert some 165,000
metric tons of boxboard or 2.4 billion boxes per year, supplied mainly by
its boxboard mills. These plants design, develop and produce packaging
solutions that meet the specific needs of companies operating mainly in the food,
fast food, cosmetics, pharmaceutical and distillation industries.
Dopaco, Inc. operates seven plants (two in Ontario and five in the United
States) converting some 200,000 tons of boxboard a year into folding cartons
and cups.  It also has joint venture
interests in the United States, Australia, Indonesia and China.  In 2004, the
Boxboard Group had net sales of $1.2 billion as compared to
$1 billion in 2003.  The sales of
cartonboard geographically were as follows: 
i) for the European mills : 81% in France, Germany and Sweden, and
19% elsewhere; ii) for the North American mills : 50% in Canada, 48% in
the United States and 2% elsewhere. 
Globally in 2004, 33%, 27%, 32% and 8% of the sales of this Group were
generated in Europe, Canada, the United States and other countries.  As of
December 31, 2004, the Boxboard Group employed more than 4,200 people in
24 facilities and 10 sales offices throughout the world.  The following
table lists the major plants owned by the Boxboard Group, the approximate
annual production capacity of the facilities and the products manufactured or
the operations carried out therein, as the case may be, in 2004 :  5


Facilities
  
  Products / Services
  
  Annual capacity in
  metric tonsManufacturingToronto (Ontario)
  
  100% recycled
  coated boxboard
  
  150,000Jonquière (Québec)
  
  Coated (from
  100% virgin to 100% recycled) boxboard
  
  130,000Thermomechanical
  pulp
  
  60,000East Angus (Québec)
  
  100% recycled
  coated boxboard
  
  65,000De-inked pulp
  
  10,000Cascades
  LaRochette(France)
  
  Coated grease
  resistant boxboard, virgin fibre
  
  130,000Thermomechanical
  pulp
  
  80,000Cascades
  Blendecques(France)
  
  Coated, non
  coated grease resistant boxboard, recycled fibre
  
  145,000De-inked pulp
  
  60,000Cascades Djupafors A.B. (Sweden)
  
  Light-weight
  coated boxboard, virgin fibre
  
  60,000Thermomechanical
  pulp
  
  50,000Cascades Arnsberg GmbH (Germany)
  
  Coated boxboard,
  recycled fibre
  
  185,000Cascades
  FjordCell (Québec)
  
  Bleached
  softwood kraft pulp
  
  82,000Scierie Lemay
  Inc. (Québec)
  
  Sawmill
  
  N/AConverting
  Montréal (Québec)
  
  Printing,
  embossing, debossing, thermobossing, ultra-violet drying services
  
  35,000
  Mississauga (Ontario)
  
  Printing and
  infrared drying services
  
  40,000
  Cobourg (Ontario)
  
  Processing and
  printing of boxboard for folding cartons
  
  15,000
  Winnipeg (Manitoba)
  
  Processing and
  printing of boxboard for folding cartons
  
  30,000Lachute (Québec)
  
  Processing and printing of boxboard for foldingcartons
  
  15,000Hebron (Kentucky)
  
  Processing and printing of boxboard for foldingcartons
  
  40,000Dopaco, Inc.
  (Pennsylvania)
  
  Packaging
  products for quick-service restaurant industry
  
  200,000  6


Cascades Cartonboard UK Ltd (Great Britain)
  
  Sheeting,
  distribution and resale services
  
  N/A  4.2.1.2    Containerboard and Corrugated Products Group  The Containerboard
and Corrugated Products Group, represented by Norampac Inc. (Norampac), a
joint venture company owned equally with Domtar Inc., employs more than 5,000
people in its 34 containerboard mills and corrugated products converting plants
in Canada, the United States and France.  Norampac has a
total of eight linerboard and corrugated medium mills in Canada, the United
States and France.  These facilities have
a combined annual production capacity of 1.6 million short tons, a growing
percentage of which is dedicated to specialty papers such as white-top or
colored-top linerboard. The products manufactured by the eight manufacturing
mills consist of 52% linerboard and 48% corrugating medium. Approximately 65%
of their North American output is converted by Norampacs 26 corrugated
products plants, strategically located across Canada and the United States.  In 2004,
consolidated sales of this group remained unchanged compared to 2003 which
amounted to $1.3 billion, mainly allocated as follows : 65% in
Canada, 27% in the United States and 8% outside of North America. The sales of
this group are carried out by its own sales force and sales agents for export
purposes.  The containerboard
group purchases all of its needs in virgin fibre in Québec and Ontario, and
purchases its recycled fibre in the United States (50%) and in Canada
(50%).  The corrugated products group
purchases nearly all of its raw material needs directly from the containerboard
groups mills.  The following
table lists the mills and converting plants of the Containerboard and
Corrugated Products Group and the approximate annual production capacity or
shipments of each facility as well as the products manufactured or, where
applicable, their activities in 2004 :  Facilities
  
  Products / Services
  
  Annual capacity
  or
  ShipmentsContainerboard
  
  
  
  Capacity in
  short tonsNiagara Falls Division(New York)
  
  100% recycled corrugating medium
  
  225,000Norampac Avot Vallée S.A.S.(France)
  
  100% recycled corrugating medium andlinerboard
  
  140,000Division Kingsey Falls (Québec)
  
  100% recycled linerboard
  
  94,000Division Cabano (Québec)
  
  Corrugating medium
  
  233,000Trenton Division (Ontario)
  
  Corrugating medium in various basis weights
  
  199,000Mississauga Division (Ontario)
  
  100% recycled linerboard
  
  156,000Red Rock Division (Ontario)
  
  Unbleached kraft linerboard
  
  450,000  7


Burnaby Division(British
  Columbia)
  
  100% recycled corrugating medium andgypsum paper
  
  127,000Corrugated Products
  
  
  
  Shipments
  in
  Square feetEtobicoke Division (Ontario)
  
  Variety of corrugated packaging containers
  
  517,000,000Jellco Division (Ontario)
  
  Variety of corrugated packaging containers
  
  142,000,000Division Montréal (Québec)
  
  Variety of corrugated packaging containers
  
  713,000,000Moncton Division(New Brunswick)
  
  Corrugated packaging
  
  502,000,000Calgary Division (Alberta)
  
  Die cut boxes
  
  571,000,000Concord Division (Ontario)
  
  Variety of corrugated packaging containers
  
  409,000,000Division Québec (Québec)
  
  Variety of corrugated packaging containers
  
  493,000,000Peterborough Division (Ontario)
  
  Corrugated sheets, packaging and pallets
  
  88,000,000Richmond Division(British Columbia)
  
  Corrugated packaging
  
  492,000,000St-Marys Division (Ontario)
  
  Corrugated packaging
  
  848,000,000Winnipeg Division (Manitoba)
  
  Waxed corrugated containers
  
  603,000,000Division Drummondville(Québec)
  
  Corrugated packaging containers formedium or heavy
  volume
  
  743,000,000Division Victoriaville (Québec)
  
  Corrugated packaging of all sizes
  
  367,000,000Division Vaudreuil (Québec)
  
  Variety of corrugated packaging containers
  
  774,000,000OCD Division (Ontario)
  
  Corrugated packaging
  
  1,038,000,000Vaughan Division (Ontario)
  
  Corrugated sheets
  
  1,781,000,000Saskatoon Division(Saskatchewan)
  
  Corrugated product packaging
  
  37,000,000Norampac New York City Inc.(New York)
  
  Graphic packaging and industrial box mix
  
  1,007,000,000Norampac Leominster Inc.(Massachusetts)
  
  Industrial box mix
  
  759,000,000  8


Norampac Schenectady Inc.(New York)
  
  Variety of corrugated packaging containers
  
  661,000,000Lancaster Division(New York)
  
  Variety of corrugated packaging containers
  
  113,000,000Norampac Thompson Inc.(Connecticut)
  
  Variety of corrugated packaging containers
  
  140,000,000Newfoundland
  ContainersLimited (Newfoundland)
  
  Corrugated sheets and products
  
  185,000,000Montcorr Packaging Ltd.(Québec)
  
  Corrugated sheets
  
  288,120,000
  (*)North York Division (Ontario)
  
  Single face sheets, co-packaging anddisplay
  operations
  
  43,000,000Buffalo Division (New York)
  
  Custom boxes, specialized packaging
  
  390,000,000Lithothech Division (Ontario)
  
  Single face laminate
  
  190,000,000ServicesArt & Die Division (Ontario)
  
  Graphic art and printing plates
  
  5,367,000
  square inchesMetro Waste Paper RecoveryInc. (Ontario)
  
  Recovery of recycled fibres
  
  265,000
  (**)  
 (*)  Norampac holds 50% in
Montcorr Packaging Ltd. and for this reason the Corporation only accounts for
50% of the total annual shipments. (**)  Norampac holds 46% and
Cascades holds 27% of Metro Waste Paper Recovery Inc.  Consequently, Norampac accounts for 46% of
the total annual shipments.  4.2.1.3    Specialty
Products Group  The Specialty
Products Group employs more than 1,600 people in 27 operating units located in
North America and Europe.  The specialty
products group is active in eight subgroups, namely : the manufacture and
marketing of uncoated board, kraft papers, moulded pulp products, plastic
products, converting products, building materials and waste paper recovery and
de-inking.Net sales for this Group amounted to $509 million
in 2004 compared to $484 million in 2003.  a.Uncoated
board  Cascades Papier Kingsey Falls (Québec), produces
uncoated board using 100% recycled fibre. This board is used mainly by
converters specializing in commercial and industrial packaging such as headers
and wrappers for the paper industry as well as spacers and partitions used to
package products. This division produces approximately 85,000 metric tons of
which 39.6% is sold to affiliated companies while the balance is sold to third
parties of which three represent respectively 25%, 5.6% and 4.3% of sales. 64%
of total sales are made to customers located in the province of Québec.  Raw material is sourced principally in the
province of Québec (74.7%), in Ontario (12.5%), Maine (6.1%) and Connecticut
(2.1%).  Products are delivered
principally by, in order of importance : trucks, rail and ships.  9


b.Kraft
paper  The Cascades East Angus mill manufactures multiply
kraft paper for various bags as well as many types of specialized papers such
as butcher paper, paper for envelopes and paper which withstand grease or
moisture.  Incidentally, these types of specialty paper allow
this unit to maintain a competitive share in this market.  The annual capacity of this mill is 95,000
metric tons.  The majority of its sales
are in the United States (71.9% in 2004 compared to 67% in 2003). Its most
important customer accounts for 11% of sales. Its products may contain 0% to
100% of recycled fibre depending on customer requirements.  The supply of recycled fibres, which is
stable comes from Québec (25%) and the United States (75%) and the virgin fibre
comes mostly from Québec.  Products are
delivered principally by trucks and rail.  c.Moulded
pulp products  Cascades Forma-Pak in Kingsey Falls (Québec), Cascades
Moulded Pulp, Inc., in North Carolina (United States) and Cascades Moulded
Pulp-Brantford (Ontario) (a division that started operations in
August 2004), manufacture moulded pulp products of 100% recycled material
and are primarily destined for poultry farms and the quick-service restaurant
business in Canada (40%) and the United States (60%).  This subgroup of the Specialty Products Group
produces mainly filler flats designed for egg processors, trays and specialty
packaging products.  Five customers of
this group purchase 80% of sales.  Raw material for these moulded pulp products is
composed of 100% recycled material.  The
availability on the market is stable due to the corporate purchasing program.  Competition in this subgroup comes
principally from Canada and the United States.  The following table lists the principal mills in the
moulded pulp products subgroup and the approximate annual production capacity
of each facility as well as the products manufactured or, where applicable,
their activities in 2004 :  Facilities
  
  Products
  
  Annual capacity
  in unitsCascades
  Forma-Pak(Québec)
  
  Disposable products for medical sector and filler
  flats
  
  220,000,000Cascades Moulded
  Pulp, Inc.(North Carolina)
  
  Trays and specialty packaging products
  
  70,000Cascades Moulded
  Pulp Brantford
  (Ontario)
  
  Trays
  
  100,000  d.Plastic
products  This subgroup manufactures a variety of plastic
products in four plants, three located in Québec and one in the United States.
These plants specialize in industrial and food packaging products. The
packaging is manufactured using extrusion, thermal compression and thermal
molding by injection.  The principal raw
material used is polystyrene  Plastiques Cascades, located in Kingsey Falls, Québec
and Warrenton, Missouri specializes in the food industry, notably, and
packaging for the quick-service restaurant business and specialized containers
for  10


the meat processing industry.  Sales representatives and a network of sales
agents serve Canada and the United States.  Plastiques Cascades - Re-Plast, located in
Notre-Dame-Du-Bon-Conseil, Québec, recycles waste plastic generated by
selective collection and industrial waste.The supply of raw
materials is becoming increasingly difficult due to export prices (Asia).  The principal products are building
construction boards, 100% recycled plastic or wood-plastic composite
commercialized under the names Permadeck® and Permadeck WPC® are manufactured
from post-consumer recycled plastic and industrial raw materials.  A variety of outdoor furnishings for outdoor
use completes this list.  Products are
sold through sales agents, manufacturing agents and distributors.  Competition comes mainly from the United States
and Ontario.  Cascades Inopak located in Drummondville, Québec, specializes in the
thermo moulding of rigid sheets of plastic and moulding by injection. Its
principle products are wrappers for packaging coins sold under the trade name
Plastichange® and a complete line of multi-use containers known under the trade
name Benpac and Vu Pack for the retail sale and packaging of food and
industrial products such as products under the trade name Frig-O-Seal®.  Products are sold through distributors and
agents.  The principal raw materials used
are P.E.T., polypropylene, clear polystyrene and PVC.  Competitively, five principal players in the
United States and Canada share in a highly consolidated market while pressure
is being felt from Asia.  Sales are as follows :  Territory
  
  2003
  
  2004Québec
  
  38%
  
  39%Ontario
  
  20%
  
  18%The rest of
  Canada
  
  3%
  
  4%Etats-Unis
  
  39%
  
  39%  The following table lists the main mills in the
plastic products subgroup and the approximate annual production capacity of
each facility as well as the products manufactured or, where applicable, their
activities in 2004 :  Facilities
  
  Products
  
  Annual capacityin
  kilogramsPlastiques
  Cascades(Québec)
  
  Polystyrene foam containers
  
  9,500,000Plastiques
  Cascades Re-Plast (Québec)
  
  Profilés multi-usages,urban furniture, patio and balcony planks
  
  7,500,000Cascades Inopak
  (Québec)
  
  Coin wrappers, multi-use packaging
  
  5,000,000Cascades Plastics
  Inc.(Missouri)
  
  Polystyrene foam containers
  
  5,000,000  e.Converting
products  This subgroup of the Specialty Products Groups
operations mainly consists in converting uncoated board, obtained principally
within the Cascades network into industrial packaging materials for the pulp   11


and paper industry, such as roll headers, roll-edge protectors and
paperboard packaging for rolls of paper. 
The converting subgroup of the Specialty Products Group is the leader in
the North American market.  Cascades Multi-Pro, located in Drummondville, Québec manufactures
laminated boards used in many industrial sectors as well as honeycomb
paperbord. The Cascades Enviropac Berthierville, Québec and Toronto, Ontario
plants manufacture honeycomb paperboard used as industrial packaging in
general.  Converdis Inc., also located in
Berthierville, manufactures packaging products. Cascades Conversion Inc. in
Kingsey Falls, Québec, manufactures roll headers and a unique model of heat
plate for sealing roll edges.  All these
boards are also manufactured by Cascades Sonoco Inc., a joint venture located
in Washington and Alabama, United States.  The sales for these mills are made either
through an independent agent or by their own sales force.  In 2004, one customer accounted for 15.04% of
sales and the principal geographic market is the United States with 42%,
followed by the province of Québec at 34% and by other Canadian provinces at
24%.  The following table lists the main mills in the
converting products subgroup and the approximate annual production capacity of
each facility as well as the products manufactured or, where applicable, their
activities in 2004 :  Facilities
  
  Products
  
  Annual capacity in
  metric tons or square
  feetCascades
  Conversion Inc. (*)(Québec)
  
  Roll headers and packaging products
  
  55,000Cascades
  Multi-Pro (Québec)
  
  Sheeting, dividers, laminated board andhoneycomb
  packaging products
  
  26,000Converdis inc.
  (Québec) (*)
  
  Packaging products
  
  55,000Cascades Sonoco Inc. (*)- Birmingham (Alabama)
  
  Roll headers and packaging products
  
  44,000- Tacoma
  (Washington)
  
  Roll headers and packaging products
  
  30,000Cascades
  EnviropacBerthierville (Québec)
  
  Honeycomb packaging products
  
  7,200Cascades
  Enviropac Toronto(Ontario)
  
  Honeycomb packaging products
  
  6,000Cascades Rollpack
  S.A.S.(France)
  
  Roll headers and reams
  
  20,000  
 (*)These units are held 50% by Cascades   12


f.Building
Materials  Cascades Lupel, located in Cap-de-la-Madeleine,
Québec, manufactures backing for vinyl flooring traded under the trademarks
Endorex®, Absorbak® and Guardflo®.  Sales
for these units were made primarily in the United States (58%), in Canada (41%)
and in Mexico (1%).  The products are
delivered principally by trucks and rail. Two major customers represent
respectively 52% and 41% of sales.  The
mills annual production capacity is 58,000 metric tons.  The raw materials are easily available and
the mill sources 70% of its needs from the United States, the remainder is
sourced in Canada.  Cascades Sainte-Marie SAS, located in
Boissy-Le-Châtel, France, principally manufactures backing for vinyl flooring
primarly for the North-America market (84%), which represents 78% of the
sales.  This unit also manufactures
mineral bases to make fireproof and facing for insulation panel.  g.Waste
paper recovery  In 2004, Cascades Recovery has handled more than
247,000 metric tons of waste paper.  In
this same period, 78% of its sales were in Canada, with 22% in export,
principally in Asia.  50% of its business
is done within the Cascades Group.  Waste
paper is obtained from industrial and commercial users as well as curbside
collection in municipalities.  h.     De-inking  The mill in Auburn, Maine, with an annual capacity of
75,000 metric tons, manufactures from waste paper material a high-gloss
de-inked pulp used for the production of tissue and fine paper.  63% of sales are made in the United States
and 37% are made in Canada.  The three
most important customers account for 34%, 22% and 7% of sales respectively.  Cascades Greenfield S.A.S. situated at
Château-Thierry, in France, manufactures from waste paper material a high gloss
de-inked pulp used for the production of fine paper and tissue.  This plant has an annual capacity of 120,000
metric tons.  The products are
distributed in the European market (98%), in Japan and in Australia.  The three principal customers account for
15%, 8% and 8% of sales respectively.  Désencrage CMD, situated in Cap-de-la-Madeleine,
Québec, with an annual capacity of 125,000 metric tons of de-inked pulp used
for the production of newspaper ceased its operations in March 2003.  4.2.2Fine Papers  Cascades Fine
Papers Group, with sales of $714 million in 2004 compared to
$734 million in 2003, regroups five divisions whichemploy
more than 1,700 people.In 2004, the consolidated sales of the Fine Papers Group were 75% in
Canada and 24% in the United States.  The Rolland
Division operates a plant in St-Jérôme, Québec, and manufactures over 100 types
of uncoated fine paper.  Aside from paper
destined for copying, business forms and envelopes, this division is
increasingly involved in the niche markets for high-end recycled paper and
specialty paper for commercial and security printing. The Rolland Division
paper products are made principally from recycled material. The products are
marketed under such names as Superfine Linen Record,
Colonial Bond, ReproPlus, Rockland, Rolland Opaque,
Nouvelle-Vie Opaque, Rolland Motif,
Rolland Laser Hi-Tech, Nouvelle-Vie DP100, Rolland Evolution, Make
Your Mark, Enviro 30, 50 and 100 and Rolland Digital CC.  This division sells 45% of its products in
the United States through sales representatives located in St-Jérôme and
Québec, Québec, Toronto and Ottawa, Ontario and Vancouver, British Columbia as
well as in Milford and Ellington, Connecticut and Chicago, Illinois, through Cascades
Fine Papers Group (Sales) Inc.  The Breakey Fibres
Division, located in Breakeyville, Québec operates a mill specializing in the
production of high-end de-inked kraft pulp, a product that meets an increasing
demand for uncoated fine   13


papers containing
recycled fibre. Breakey Fibres Division is supplied with waste paper coming
from Eastern Canada and from the United States. 
In 2004, almost 57% of the output of Breakey Fibres facility was used
at the St-Jérôme mill, approximately 11% at the Thunder Bay, Ontario facility
and 28% at different Cascades Group companies. The remaining production is sold
on the open market.  Cascades Resources
is one of the largest Canadian distributors of fine papers and graphic art
products.  This division has a network of
wholesalers in Québec and elsewhere in Canada It also owns a conversion and
distribution plant in Mississauga, Ontario operating under the name of
Roll-O-Vert Paper Sales and another operating in Winnipeg, Manitoba.  With 14 sales offices and warehouses situated
in strategic centres in Ontario, Québec, British Columbia, Alberta, Manitoba
and Nova Scotia, this division covers 95% of Canadas fine paper market in
which it has an estimated market share of 23%. 
Each branch operates as an independent profit centre. The core market of
this division is the graphic arts industry of which 83% is made of printing
business papers, 15% in graphic art products, and 2% of diversified
products.  The Fine Papers Group supplies
the distribution division with about 10% of its paper purchases.  The Converting Centre Division, located in St-Jérôme,
Québec, owns and operates a sheeting centre having an annual capacity of
110,000 short tons.  The Centre offers
warehousing services with a capacity of 7,000 short tons.  It offers sheeting, warehousing and
distribution services to other divisions of the Fine Papers Group as well as
outside customers.  Cascades Fine Papers Group Thunder Bay Inc. operates a
coated fine paper mill, with an annual production capacity of 175,000 short
tons. The paper mill provides for 100% of its hardwood mechanical pulp needs,
manufacturing some 40,000 metric tons annually on its own premises.  About 63% of its sales are in the United
States and the remainder in Canada. The products manufactured are marketed
under the trademarks Jenson, Beta, Gamma, North 49 Matte, Dividend Gloss,
Lakecard, Route 88, Eco Return Card, Provincial C1S, Provincial SWS and
Provincial MWS.  In light of European and Asian imports, the Canadian and American markets
for fine papers products are extremely competitive.  The coated and uncoated fine papers segment
has experienced sales prices in 2003 and 2004 clearly below the last ten years
average.  In 2004, fibre represented approximately 37% of total operating costs in
its plants.  The Fine Papers Group is
fully integrated for mechanical and recycled pulp and partially integrated for
softwood kraft pulp.  Its primary source
for softwood and hardwood kraft pulp needs is Canada.  The pulp and paper industry is recognized for its cyclical
character.  The coated and uncoated fine
papers segment is no exception.  The fine papers sector has become a global
market.  Important additional capacity
emanating from Europe and Asia and a decline in exports are responsible for the
imbalance in demand on the North-American continent.  The following table lists the major plants of the Fine
Papers Group and the approximate annual production capacity of each facility as
well as the products manufactured or, where applicable, their activities in
2004 :  14


Facilities
  
  Products / Services
  
  Annual capacity
  in short tonsManufacturingRolland Division(Québec)
  
  Uncoated fine paper
  
  166,000Breakey Fibres Division(Québec)
  
  De-inked kraft pulp
  
  51,000
  (metric tons)Cascades Fine Papers GroupThunder Bay Inc.
  (Ontario)
  
  Coated fine papers
  
  175,000Distribution /ConvertingConverting Center Division(Québec)
  
  Converting of fine papers
  
  110,000Cascades Resources(Canada)
  
  Distribution of fine papers and graphic artsProducts;
  converting, packaging andwarehousing
  
  N/ACascades Fine Papers Group (Sales) Inc. (USA)
  
  Sales
  
  N/A  4.2.3       Tissue
Papers  The Tissue Group
manufactures, converts and markets a vast array of products mainly made with
recycled fibre and intended for the commercial, industrial and retail
markets.  Its lines of bathroom tissue,
facial tissue, paper towels, paper hand towels, paper napkins and other related
products are sold under private labels and under its own brand names in the
commercial and industrial Canadian and American markets such as North River®
New Horizon®, Decor®, Collection Moka® and Wiping Solutions, and Perkins® in Canada.  In the retail market, products are marketed
under Cascades® and Doucelle®, in Canada and Pert® and Best Value® in the
United States.  In 2004, two clients
accounted for 38.9% of retail sales with 21.9% and 17%. In addition, Tissue
Group also sells parent rolls of bathroom tissue, paper towels, paper hand
towels and specialty papers to a large number of converters.  One client accounts for 97.1% of parent roll
sales.  In 2004, one client accounted for
20.3% of overall sales in the retail, commercial and industrial markets and
parent rolls.Products
are sold through distributors and agents in the United States and in Canada
primarily through sales representatives and the merchandise is delivered by
trucks and by rail.  The Tissue Group consolidated sales for 2004 amounted
to $717 million compared to $686 million in 2003.In 2004, Tissue Groups production was sold as follows
: in the United States, 68% and in Canada, 32%. The Canadian mills generated
68% of the total revenue in Canada and 32% in the United States.The American mills generated
98% of the total revenue in the United States.15
manufacturing and converting plants and 13 distribution centers employ more
than 2,000 people.  The Candiac plant
in Québec manufactures tissue paper made from recycled fibres and converts it
into paper towels and bathroom tissue. 
These products are mainly sold in the retail market as well as the
commercial and industrial markets, both in Canada and the United States.  The production not converted at the Candiac
mill is transferred to the Laval and Waterford plants and to Wood Wyant Inc. or
is sold in parent rolls to other converters.  The Lachute Plant
in Québec specializes in the manufacturing and converting of industrial use
paper hand towels.  These products are
mainly destined to the Canadian and American commercial and industrial
markets.  The production not converted is
transferred to the North Carolina plant.  15


The Laval Plant in Québec
specializes in the converting of tissue paper into paper napkins for the
Canadian and American fast food and food industries.  The Kingsey Falls plant
in Québec manufactures tissue paper made from recycled fibres and converts it
into bathroom tissue, paper towels and facial tissue These products are mainly
sold in the retail market as well as the commercial and industrial markets,
both in Canada and the United States. 
The production not converted is transferred to the Laval and Waterford
plants and to Wood Wyant Inc. or is sold in parent rolls to other converters.  The Calgary plant in
Alberta converts tissue papers into paper towels and bathroom tissue for the
Canadian retail, commercial and industrial markets.  Cascades Tissue
Group - North Carolina Inc manufactures tissue paper made from
recycled fibres and converts it into facial tissue, paper towels and bathroom
tissue.  These products are mainly sold
in the commercial and industrial markets, both in Canada and the United
States.  The production not converted is
transferred to the Waterford plant or is sold in parent rolls to other
converters.  Cascades Tissue
Group - IFC Diposables Inc. specializes in the manufacturing of
commercial and institutional wiping products as well as the distribution of
paper towels, bathroom tissue and incontinence products.  These products are sold in the commercial and
industrial markets in the United States.  Cascades Tissue
Group - Wisconsin Inc manufactures tissue paper made from recycled
fibres and converts it into paper napkins, facial tissue, paper towels and
bathroom tissue.  These products are
mainly sold in the retail market in the United States.  The production not converted is transferred
to the Waterford and Calgary plants or is sold in parent rolls to other
converters.  Cascades
Tissue Group - Pennsylvania Inc manufactures tissue paper made from
recycled fibres and converts it into paper napkins, facial tissue, paper towels
and bathroom tissue.  These products are
mainly sold in the retail market in the United States.  The production not converted is transferred
to the Waterford and IFC Disposables plants or is sold in parent rolls to other
converters.  Cascades
Tissue Group - Oregon Inc. produces parent rolls made of 100% virgin
fibres.  The production is transferred to
the Arizona plant or is sold to other converters.  Cascades
Tissue Group - New York Inc., Waterford Division, specializes in the
conversion of tissue paper into bathroom tissue, paper towels, paper napkins
and industrial use paper hand towels. 
These products are mainly sold in the retail market as well as the commercial
and industrial markets in the United States. 
The production not converted is transferred to the Waterford and Calgary
plants or is sold in parent rolls to other converters.  Cascades
Tissue Group - New York Inc., Mechanicville Division, produces parent
rolls made from recycled fibres. The production is transferred to the Waterford
Division and Wood Wyant Inc. or is sold to other converters.  Cascades
Tissue Group - Arizona Inc. specializes in the conversion of tissue
paper into bathroom tissue, paper towels, paper hand towels and paper napkins.  These products are mainly sold in the retail
market in the United States.  Cascades
Tissue Group - Tennessee Inc., which started its operation at the end
of 2004, produces parent rolls made from recycled fibres. The production is
sold to other converters.  16


Wood Wyant Inc.
specializes in the manufacturing of chemical products, in the distribution of
sanitation and facility maintenance supplies, and in the converting of tissue
paper into paper towels, paper hand towels and bathroom tissue.  These products are sold in the commercial and
industrial markets throughout Canada.  The following table lists the major plants of the Tissue Group and the
approximate annual production capacity of each facility as well as the products
manufactured or, where applicable, their activities in 2004 :  Facilities
  
  Products
  
  Annual capacity
  In short tonsManufacturing
  / ConvertingCandiac (Québec)
  
  Paper towels,
  bathroom tissue
  
  77,000Lachute (Québec)
  
  Paper hand towels
  
  33,000Kingsey Falls (Québec)
  
  Paper towels, facial tissue, bathroom tissue
  
  97,000Cascades Tissue Group North Carolina Inc.
  
  Paper towels, facial tissue, bathroom tissue
  
  55,000Cascades Tissue Group Wisconsin Inc.
  
  Paper towels, bathroom tissue, facial tissueand paper napkins
  
  55,000Cascades Tissue Group Pennsylvania Inc.
  
  Paper towels, bathroom tissue, facial tissue and
  paper napkins
  
  55,000ManufacturingCascades Tissue Group Oregon Inc.
  
  Parent rolls
  
  75,000Cascades Tissue Group New York Inc. (Mechanicville)
  
  Parent rolls
  
  50,000Cascades Tissue Group Tennessee Inc.
  
  Parent rolls
  
  35,000ConvertingCalgary (Alberta)
  
  Paper towels, bathroom tissue
  
  N/ALaval (Québec)
  
  Paper napkins
  
  N/ACascades Tissue Group Arizona Inc.
  
  Paper towels, bathroom tissue, paper handtowels, paper
  napkins
  
  N/ACascades Tissue Group New York Inc. (Waterford)
  
  Paper towels, bathroom tissue, paper handtowels, paper
  napkins
  
  N/A  17


Manufacturing / Converting /DistributionCascades Tissue Group 
  IFCDisposables
  Inc. (Tennessee)
  
  Manufacturing industrial wipes
  Distribution incontinence products, bathroomtissue and paper
  towels
  
  N/AWood Wyant Inc. (Québec)
  
  Manufacturing chemical products
  Converting paper towels, paper hand towelsand bathroom
  tissue
  Distribution sanitary products
  
  N/A  4.3          Research and development  Cascades has its
own research and development centre («the Centre») in Kingsey Falls, Québec,
with a staff of 48.  The Centre provides
the Cascades Group with product design and development services in addition to
technical support for solving production problems and improving quality.  In addition to these services, the Centre
also supplies environmental consultation and expertise.  Inaugurated on
March 26, 2004 in Kingsey Falls, Québec, Cascades has a new Information
Technology Centre (the IT Centre).  Cascades
develops its own software in many spheres of activity such as accounting,
finance, human resources, warehouse logistics, transport management and
production management.  The IT Centre
presently employs 103 people and has been in operation since February 10,
2004.  4.4          Competitive conditions  The markets for the products are highly competitive. In some of the
markets in which Cascades competes, particularly in boxboard, tissue and
specialty products, the Company competes with a small number of other producers.
Other markets, such as for containerboard, are extremely fragmented. In some
businesses, such as in the containerboard and fine papers industries,
competition tends to be global. In others, such as the tissue industry,
competition tends to be regional.  In the
packaging products activities, Cascades also faces competition from alternative
packaging materials, such as vinyl, plastic and styrofoam, which can lead to
excess capacity, decreased demand and pricing pressures.  Competition in the markets is primarily based upon the quality, breadth
and performance characteristics of the products, customer service and price.
The ability to compete successfully depends upon a variety of factors,
including : 1) the ability to maintain high plant efficiencies and operating
rates and lower manufacturing costs; 2) the availability, quality and cost of
raw materials, particularly recycled and virgin fibre, and labor; and 3) the
cost of energy.  Some of competitors may, at times, have lower fibre, energy and labor
costs and less restrictive environmental and governmental regulations to comply
with in comparison to Cascades. For example, fully integrated manufacturers,
which are those manufacturers whose requirements for pulp or other fibre are
met fully from their internal sources, may have some competitive advantages
over manufacturers that are not fully integrated, such as Cascades, in periods
of relatively high prices for raw materials, in that the former are able to
ensure a steady source of these raw materials at costs that may be lower than
prices in the prevailing market.  In
contrast, competitors that are less integrated than the Company may have cost
advantages in periods of relatively low pulp and fibre prices because they may
be able to purchase pulp or fibre at prices lower than the costs Cascades
incurs in the production process.  Other
competitors may be larger in size or scope than is the Company, which may allow
them to achieve greater economies of  18


scale on a global basis or allow them to better withstand periods of
declining prices and adverse operating conditions.  In addition, there has been an increasing trend among Cascades customer
towards consolidation. With fewer customers in the market for products, the
strength of negotiating position with these customers could be weakened, which
could have an adverse effect on pricing, margins and profitability  4.5          Cycle
components  Cascades is a diversified producer of packaging products, tissue paper and
fine papers with operations in Canada, the United States and Europe. The
Company has leading market positions for many of its products in North America
and is one of the foremost producers of coated boxboard in Europe.  Although the Company believes that its product, integration level,
market and geographical diversification help to mitigate the adverse effects of
industry conditions, the markets for some of its products are highly cyclical.
These markets are heavily influenced by changes in the North American and
global economies, industry capacity and inventory levels maintained by
customers, all of which affect selling prices and profitability. The Company is
also affected by the variation of the Canadian dollar against the U.S. dollar
and the euro.  4.6          Environment  The Company is subject to
environmental laws and regulations imposed by various governmental and
regulatory authorities in all the countries where it operates.  The Company complies with all applicable
environmental legislation and regulations. 
However, ongoing capital and operating expenses are expected to be
incurred to achieve and maintain compliance with applicable environmental
requirements.  In 2004, environmental protection requirements and the
application of the business environmental mission required investments and led
to operating costs in the following amounts :  Country
  
  Investments
  
  Operatings CostsCanada
  
  15,315,651
  
  40,534,548United States
  
  13,173,632
  
  20,189,170Europe
  
  1,362,310
  
  22,170,681Total
  
  29,851,593(*)
  
  82,894,399(*)  
 (*) These amounts include 100% investments and
costs of Norampac Inc.  Cascades recycles more than 2.5 million of short
tons of waste paper, which represents more than two thirds of its total
sourcing in fibre.  4.7          Reorganizations  During the year ended December 31, 2003, the
Company reorganized its Canadian subsidiaries. 
At the end of December 2003, the Company proceeded by way of asset
and share transfers and amalgamation to regroup into one entity its
subsidiaries and divisions related to its Canadian production activities,
Cascades Canada Inc.  Following the
reorganization, the Companys subsidiaries and divisions were given new names,
reflecting their activities, namely : Cascades Boxboard Group, Cascades Tissue
Group and Cascades Specialty Products Group. 
Cascades Fine Papers Group Inc. was excluded from this
reorganization.  Cascades also
transferred its transport activities to a new company, Cascades Transport Inc.  4.8          Social
Policies    19


The
Company has adopted a Code of Ethics (the Code) which is meant to provide
directors, officers and employees with general guidelines for acceptable
behaviour in all relationships with each other, customers, suppliers, partners
and the communities where the Company operates its activities.  A copy of the Code is available upon written
request to the Corporate Secretary at the following address :  Cascades inc.Corporate Secretary404, Marie-Victorin Street, P.O. Box 30Kingsey Falls (Québec) J0A 1B0  The Code and the Corporate policies referred to in the
document are also available on the Companys Website at www.cascades.com.  4.9          Business
Risks  We refer the reader to Managements Discussion and
Analysis of Financial Position and Operating Results in the 2004 Annual Report,
specifically under the heading Quantitative and Qualitative disclosures
regarding market risk on pages 31 to 33 incorporated by reference herein.  Item 5 -
Dividends  In 2002, Cascades has paid a dividend on its common shares of $0.03 in
the first quarter and a dividend of $0.04 in the last three quarters of the
fiscal year.  In 2003, Cascades has paid
dividends on its common shares at the current rate of $0.04 per common share
per quarter.  Other than pursuant to the Companys
Indenture, which governs the 7.25% Senior Notes due 2013, and the Credit
Agreement, there are no material contractual restrictions on Cascades ability
to declare and pay dividends on its common shares.  The dividend amount is reviewed annually by the Board of Directors and is
determined taking into account Cascades financial situation, its results from
operations, its capital requirements and any other factor deemed pertinent by
the Board.  On May 4, 2004, Cascades announced an annual quarterly dividend of
$ 0.04 per Common Share. The dividend was payable as follows:  Record Date
  
  Payment dateMay 31, 2004
  
  June 14, 2004September 3, 2004
  
  September 17, 2004December 3, 2004
  
  December 17, 2004March 3, 2005
  
  March 17, 2005  Item 6 - Capital Structure  6.1          General
description of capital structure  The share capital of the
Company is composed of an unlimited number of Common Shares without par value,
an unlimited number of Class A Preferred Shares without par value which
may be issued in series and an unlimited number of Class B Preferred
Shares without par value which may be issued in series.  The holders of common
shares are entitled to the right to vote on the basis of one vote per share a
any meetings of shareholders and the right to receive dividends and to share in
the remaining assets in the  20


event of a liquidation of
the Company. As at March 10, 2005, 81,374,140 common shares were issued
and outstanding. The Class A and B preferred shares are issuable in
series and rank equally within their respective classes as to dividends and
capital. Registered holders of any series of Class A or Class B
are entitled to receive, in each fiscal year of the Company or on any other
basis, cumulative or non-cumulative preferred dividends payable at the time, at
the rates and for such amounts and at the place or places determined by the
directors with respect to each series prior to the issuance of any Class A
or Class B preferred shares.  In the event of the
liquidation, winding-up or dissolution of the Company or any other distribution
of its assets to its shareholders, the holders of Class A and B
preferred shares are entitled to receive, out of the assets of the Company, the
amount paid in consideration of each share held by them.  The holders of
Class A and B preferred shares are not entitled as such to receive
notice of or to attend or to vote at any meetings of shareholders. No
Class A and B is issued.  Any of the Class A
or B preferred shares of the share capital of the Company have been issued.  6.2          Ratings  Cascades outstanding Senior Notes have been rated BBB(low)p by Dominion
Bond Rating Service (DBRS), Ba3 by Moodys Investor Service Inc. (Moodys)
and BB+ by Standards & Poors Corporation (S&P) (each a Rating
Agency).  Credit ratings are intended to provide investors with an independent
measure of credit quality of an issue of securities. Rating for debt
instruments are presented in ranges by each of the Rating Agencies. The highest
quality of securities are rated AAA, in the case of S&P, DBRS, or Aaa, in
the case of Moodys. The lowest quality of securities are rated D, in the case
of S&P, DBRS, or C, in the case of Moodys.  According to the S&P rating system, notes rated BB, B, CCC, CC, and
C are regarded as having significant speculative characteristics. BB indicates
the least degree of speculation and C the highest. While such notes will likely
have some quality and protective characteristics, these may be outweighed by
large uncertainties or major exposures to adverse conditions. Notes rated BBB
are less vulnerable for non-payment than other speculative economic conditions,
which could lead to the obligors inadequate capacity to meet its financial
commitment on the obligation. The ratings from AAA to B may be modified by the
addition of a plus (+) or minus (-) to show relative standing within the major
rating categories.  According to the Moodys rating system, notes which are rated Ba are
judged to have speculative elements; their future cannot be considered as
well-assured. Often the protection of interest and principal payments may be
very moderate, and thereby not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in this class.
Moodys applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.  According to the DBRS rating system, notes rated BBB are of adequate
credit quality. Protection of interest and principal is considered acceptable,
but the entity is fairly susceptible to adverse changes in financial and
economic conditions, or there may be other adverse conditions present which
reduce the strength of the entity and its rated securities. Each rating
category from AA to C is denoted by the subcategories high and low. The absence
of either a high or low designation indicates the rating is in the middle of
the category.    21


The credit ratings accorded to the notes by the Rating Agencies are not
recommendations to purchase, hold or sell the notes inasmuch as such ratings do
not comment as to market price or suitability for a particular investor. There
is no assurance that any rating will remain in effect for any given period of
time or that any rating will not be revised or withdrawn entirely by a Rating
Agency in the future if in its judgement circumstances so warrant.  Item 7 -
Market for Securities  7.1          Trading Price and Volume  Cascades Common
Shares are traded on the Toronto Stock Exchange under the CAS symbol. The
following table sets forth the market price range, in Canadian dollars, and
trading volumes of the Companys common shares on the Toronto Stock Exchange
for each month of the most recently financial year completed :  Toronto Stock
Exchange  Market price range  Month
  
  High
  
  Low
  
  Closing Price
  
  Trading VolumesJanuary 2004
  
  12.50
  
  11.80
  
  11.90
  
  2,534,347February 2004
  
  12.50
  
  11.62
  
  12.40
  
  3,036,283March 2004
  
  12.40
  
  11.79
  
  12.02
  
  2,398,234April 2004
  
  13.25
  
  12.01
  
  13.25
  
  1,891,281May 2004
  
  14.47
  
  12.39
  
  14.08
  
  3,018,784June 2004
  
  14.22
  
  13.35
  
  14.00
  
  1,511,542July 2004
  
  14.28
  
  13.70
  
  14.00
  
  890,464August 2004
  
  14.10
  
  13.51
  
  14.10
  
  1,372,936September 2004
  
  14.04
  
  13.40
  
  13.45
  
  2,601,678October 2004
  
  14.04
  
  13.15
  
  13.55
  
  1,480,359November 2004
  
  14.31
  
  13.53
  
  13.99
  
  1,751,100December 2004
  
  14.00
  
  13.11
  
  13.40
  
  2,121,975  In 2004, in the normal course of business, the
Company renewed its redemption program of a maximum of 4,086,964 common shares
with the Toronto Stock Exchange which represent approximately 5% of issued and
outstanding common shares. The redemption authorization is valid from
March 11, 2004 to March 10, 2005. In 2004, the Company redeemed
503,700 common shares under this program for a consideration of approximately
$7 million.  On March 9, 2005, the Company announced
that the Toronto Stock Exchange had accepted its notice of intention to begin a
normal course issuer bid. Purchases began on March 11, 2005 and will
continue until March 10, 2006. The notice will enable Cascades to acquire
up to 4,068,707 common shares, representing approximately 5% of the issued and
outstanding common shares as of March 9, 2005.  Item 8 
Directors and Officers  The Directors of
the Company are elected annually to hold office until the next annual meeting
or until a successor is elected or appointed.  8.1          Information concerning Directors   22


Mr. Bernard Lemaire, Québec (Canada) is the Chairman of the Company and
has been a director since 1964. He serves as a member of the Administrative
Committee. He is also Chairman and Chief Executive Officer of Boralex Inc., an
affiliate of Cascades.  Mr. Laurent Lemaire, Québec (Canada), is the Executive Vice-Chairman of
the Board of the Company and has been a director since 1964. He is former
President and Chief Executive Officer of the Company. He serves as a member of
the Administrative Committee. Mr. Lemaire is a member of the Board of
Directors of Junex Inc. and Scotia Bank.  Mr. Alain Lemaire, Québec (Canada), has been a director of the Company
since 1967 and is the President and Chief Executive Officer of Cascades. He was
Executive Vice-President of the Company and President and Chief Executive
Officer of Norampac Inc. He serves as a member of the Administrative Committee.  Mr. Martin P. Pelletier, Québec (Canada), a consultant in pulp
and paper, has been a director of the Company since 1982. Mr. Pelletier
has been Vice-President and Chief Operating Officer, containerboard of Norampac
inc. and is the former President and Chief Executive Officer of Cascades Fine
Papers Group Inc. (formerly Rolland Inc.).He serves as a
member of the Environmental, Health and
Safety Committee.  Mr. Paul R. Bannerman,Québec (Canada), has been a director
of Cascades since 1982. He is Chairman of the Board of Etcan International
inc., a sales agency.  Mr. André Desaulniers, Andorre (Europe), has been a
director of Cascades since 1982. He serves as a member of the Audit Committee
and of the Corporate Governance Committee. His principal occupation is Director
of Companies.  Mr. Jaques Aubert, Québec
(Canada), was a director of the Company from May 1990 to August 2004.
He served as a memberof
the Environmental, Health and Safety Committee.  Mr. Norman Boisvert, Québec
(Canada), a director of the Company since 1992, is Vice-President,
Administration of Cascades. He served as a member of theHuman Resources Committeeand
Administrative Committee. Mr. Boisvert is not seeking re-election to the
Board.  Mr. Louis Garneau, Québec
(Canada), is President of Louis Garneau Sports Inc., a sports clothing
manufacturer. He has been a director since 1996 and sits on the Human Resources
Committee.  Ms. Sylvie Lemaire, Québec
(Canada), has been a director of Cascades since 1999. She is President of
Fempro Inc., a manufacturer of absorbent products.  Mr. Michel Desbiens, Québec
(Canada), a consultant and director of companies, joined the Board of Directors
of the Company in 2001. Mr. Desbiens is former President and Chief
Executive Officer of Donohue and Chairman of the Board of Abitibi-Consolidated
Inc. He serves as a member of the Human Resources andCorporate Governance Committees.  Mr. Laurent Verreault, Florida
(United States), is President and Chief Executive Officer of Groupe
Laperrière & Verreault Inc., a manufacturer of engineered equipment.
He has been a director of Cascades since 2001 and serves as a member of the
Audit Committee.  Mr. Robert Chevrier, Québec
(Canada), has been a director of Cascades since 2003.He is President of Société de Gestion Roche Inc.,
a holding and investment company.He is former Chairman of the Board and President
and Chief Executive Officer of Westburne inc. Mr. Chevrier serves as a
member of the Audit Committee.  23


Mr. David
McAusland, Québec (Canada), has been a director of the
Company since 2003. He is Vice-President Director, Business Development, and
Chief Legal Officer of Alcan Inc., an aluminium and packaging company.
Mr. McAusland also held the position of Managing Partner of Fraser Milner
Casgrain (formerly Byers Casgrain). He serves as a member of the Corporate
Governance Committee.  Mr. James B.C. Doak, Ontario
(Canada), was appointed a director of Cascades in February 2005.
Mr. Doak is President and General Manager of Megantic Asset Management
Inc., a Toronto investment company. He is former President of Enterprise
Capital Management Inc.  8.2          Information concerning non-director officers  Non-Director Officer
  
  Occupation in the Company
  
  Province
  and
  Country of
  ResidenceAlain Ducharme
  
  Corporate Vice-President
  
  Québec (Canada)Christian Dubé
  
  Vice-President and Chief Financial Officer
  
  Québec (Canada)Claude Cossette
  
  Vice-President, Human Resources
  
  Québec (Canada)Jean-Luc Bellemare
  
  Vice-President, Information Technologies
  
  Québec (Canada)Thomas Roberts
  
  Vice-President, Business Development
  
  Québec (Canada)François Chagnon
  
  Vice-President, Purchasing
  
  Québec (Canada)Hubert Bolduc
  
  Vice-président, Communications and Public Affairs
  
  Québec (Canada)Robert F. Hall
  
  Vice-President, Legal Affairs and CorporateSecretary
  
  Québec (Canada)Allan Hogg
  
  Corporate Controller and Treasurer
  
  Québec (Canada)Suzanne Blanchet
  
  President and Chief Executive Officer, CascadesTissue Group
  
  Québec (Canada)Eric Laflamme
  
  President and Chief Operating Officer, NorthAmerica, Cascades
  Boxboard Group
  
  Québec (Canada)Mario Plourde
  
  President and Chief Operating Officer, CascadesSpecialty
  Products Group
  
  Québec (Canada)Denis Jean
  
  President and Chief Executive Officer, CascadesFine Papers Group
  Inc.
  
  Québec (Canada)  During the past
five years, each of the non-director officers of the Company have been engaged
in their present principal occupations or in other executive capacities for the
Company or with related or affiliated companies indicated opposite their name,
except for the following senior officers :  24


Mr. Denis Jean
holds the position opposite his name since April 29, 2002. Prior thereto,
he was First Vice President, Northern Operations, Pulp and Newspapers, and
subsequently, First Vice-President, Eastern Operations, Newspapers, Pulp and
Energy for Abitibi-Consolidated Inc.  Mr. François Chagnon acts as Vice-President, Purchasing of Cascades
since January 5, 2004. Previously, he was Vice-President, Administration
of Bell Helicopter Texon Canada; Vice-President  Development 
Transportation Material, for Société Générale de Financement du Québec and
President and Chief Executive Officer of SGF Transport inc.  Mr. Christian
Dubé is Vice-President and Chief Financial Officer since May 17, 2004. He
was Vice-President and Chief Executive Officer of Domtar inc. and a director of
Norampac inc.  Mr. Hubert Bolduc holds the position opposite his name since
October 25, 2004. He was Press Secretary, Office of the Deputy Minister
and Minister for State for the Economy and Finance and Press Secretary for the
Prime Minister of Québec.  The directors and
senior officers of the Company beneficially own as a group, or exercised
control or direction over, directly or indirectly, approximately 30,769,382
common shares representing 37.8% of the common shares issued and outstanding.  Item 9  Legal Proceedings  In 2003, the Company was informed that one of its divisions, Cascades
Resources, is the subject of an inquiry by the Canadian Commissioner of
Competition as to whether Cascades Resources and its competitors had colluded
to unduly reduce market competition between paper merchants in Canada. In 2004,
The Competition Bureau increased the scope of its investigation to a larger
number of products and for a longer period of time. The Competition Bureau has
not informed the Company regarding the status of the inquiry or whether charges
will be brought against that division. As this inquiry is still in an early
stage, the Companys management is unable to assess what further action, if
any, the Competition Bureau may take or the possible impact of the outcome of
the inquiry on the Company. Based on the information currently available, the
Companys is unable to determine the outcome of the investigation.  An action was filed against
the Company on October 4, 2004, in the Supreme Court of the State of New
York, Niagara County, by ServiceCore, Inc., alleging that the Company
breached a Finder Agreement in respect of gypsum board dated April 1999.
The Company has filed an answer denying the allegations of breach of the Finder
Agreement. The Company is unable to determine the outcome of this action at
this time. If the court were to find against the Corporation, management
believes the amount of damages would be based on a percentage of sales of
gypsum board by Norampac Inc., a joint venture, during the period between
April 2, 2001 and the date of the judgement. If the judgement had been
rendered in respect of the period ending December 31, 2004, management
believes the total amount of damages would not have exceeded $3 million.  Item 10  Transfer Agent and Registrar  Cascades transfer agent and registrar is Computershare Trust Company of
Canada, having its place of business in Montréal at 1500 University Street, 7th
Floor. The register of transfers of the common shares of the Company maintained
by Computershare Trust Company of Canada is located in the same office.  Item 11  Material Contracts  The only material contracts entered into during the year ended
December 31, 2004 or in prior years that are still in effect are : 25


On February 5, 2003, the Company completed a series of transactions
to refinance substantially all of its existing credit facilities, except those
of its joint ventures. It secured a new four-year revolving credit facility of
$500 million (the Credit Agreement). Its obligations under this new
revolving credit facility are secured by all inventory and receivables of
Cascades and its North American subsidiaries and by the property, plant and
equipment of three of its mills. In addition, it issued new unsecured senior
notes for an aggregate amount of US$450 million which were subsequently
registered with the Securities and Exchange Commission of the United States
(the Indenture). These notes, bearing a 7.25% coupon, will mature in 2013 and
are redeemable all or in part at the option of the Company under certain
conditions and subject to payment of a redemption premium. The aggregate
proceeds of these two transactions, combined with its available cash on hand,
were used by the Company to repay substantially all of the existing credit
facilities. On march 12, 2003, the Company also redeemed the
$125 million 8.375% senior notes originally due in 2007 issued by its
subsidiary, Cascades Boxboard Group Inc.  On July 8, 2003, the Company completed a private placement of
US$100 million of 7.25% senior notes due in 2013, which are treated as
part of the same series of 7.25% senior notes due in 2013 issued in February,
as described above. These senior notes were subsequently registered with the
Securities and Exchange Commission of the United States. The issuance of these
senior notes was completed at a price of 104.50% or an effective interest rate
of 6.61%. The proceeds of this financing were used to reduce indebtedness under
the revolving credit facility of the Company.  On December 2, 2004, the Company completed a private placement of
US$125 million of 7.25% senior notes due in 2013, which are treated as
part of the same series of 7.25% senior notes due in 2013 that were issued in
February 2003.. The issuance of these senior notes was completed at a
price of 105.50%, or an effective interest rate of 6.376%. The net proceeds of
$156 million of this financing were used to reduce indebtedness under the
Companys revolving credit facility.  The above mentioned contracts
are filed with this Annual Information Form.  Item 12  Interests of Experts  The audited annual statements of Cascades for the year ending
December 31, 2004, filed with the Canadian Securities Administrators were
audited by PricewaterhouseCoopers LLP, Chartered Accountants. The Partners of
PricewaterhouseCoopers LLP, Chartered Accountants, the auditors of Cascades,
beneficially own, directly or indirectly, no securities of Cascades.  Item 13  Audit Committee  13.1        Composition and mandate  The Company has an Audit Committee (the Committee) which consists of
Messrs. Robert Chevrier (chairman), André Desaulniers and Laurent
Verreault. The Committee is governed by a mandate which is attached to this
Annual Information Form as Exhibit 1. The Company also adopted a Code
of Ethics (the Code) that applies to all directors, officers and employees.
The Code is posted on Cascades website at www.cascades.com. All the members of
the Committee are independent within the meaning of Multilateral Instrument
52-110  Audit Committees of the Canadian Securities Administrators, by the Securities
and Exchange Commission of the United States (SEC). Messrs. Chevrier and
Desaulniers are considered « financial experts of Audit Committees »
within the meaning of Section 407 of the Sarbanes-Oxley
Act and of the meaning of Audit Committee Financial Expert by the
SEC.  13.2        Relevant
education and experience of the members  26


The following is a brief summary of the education and experience of each
member of the Audit Committee that is relevant to the performance of their
responsibilities, including any education or experience that has provided the
member with an understanding of the accounting principles used by the Company
to prepare its annual and interim financial statements.  Name of Committee
  member
  
  Relevant education and experienceRobert Chevrier
  
  Mr. Chevrier is President of Société de gestion
  Roche Inc., a holding and investment company. Fellow of the Ordre des
  Comptables Agréés, Mr. Chevrier previously held the office of Chairman
  and Chief Executive Officer of Westburne Inc. He is also a member of the
  Board of Directors of the Bank of Montréal, of Transcontinental Inc., of
  Groupe CGI Inc. and of Quincaillerie Richelieu Ltd.Laurent Verreault
  
  Mr. Verreault is President and Chief Executive
  Officer of Groupe Laperrière et Verreault Inc., a manufacturer of engineered
  equipment, particularly specialized in the pulp and paper sector. He is a
  director of Groupe TVA Inc. and of the Montreal Stock Exchange.André Desaulniers
  
  Mr. Desaulniers is a director of Companies. He
  was Chairman of the Board of Directors of McNeil, Mantha, Inc., a stock
  broker, from 1974 to 1991. He also sat on many Audit Committees such as,
  among others, as President of the Audit Committee of the Montreal Stock
  Exchange.  13.3        External Auditors Services fees  The following
table shows fees paid to PricewaterhouseCoopers LLP in Canadian dollars in the
past two fiscal years for various services provided to the Company and its
subsidiaries :  FeesServices
  
  December 31, 2003
  
  December 31, 2004Audit Fees(1)
  
  $
  1,114,200
  
  $
  1,525,000Audit-Related
  Fees(2)
  
  $
  1,050,074
  
  $
  288,267Tax Fees(3)
  
  $
  146,456
  
  $
  293,370Other Fees(4)
  
  N/A
  
  N/ATotal
  
  $
  2,310,730
  
  $
  2,106,637  
 (1)Professional
services provided in connection with statutory and regulatory filings and audit
of the annual statements of the Company. (2)Professional
services provided in connection with the Companys issuance of Senior Notes as
well as consultations on accounting and regulatory matters. (3)Professional
services mainly for tax compliance. (4)Non applicable  13.4        Policies and procedures for the engagement of audit and
non-audit services  The Companys Audit Committee (the Committee) has adopted a
Pre-approval Policy and Procedures for services provided by external auditors
which sets forth the procedures and the conditions pursuant to which
permissible services proposed to be performed by external auditors are
pre-approved. Under the terms of the policy, services which involve annual fees
of less than $35,000 are pre-approved. The  27


Committee has delegated to the Chairman of the Committee pre-approval
authority for any services not previously approved by the Committee which
involve the payment of unbudgeted fees in excess of $35,000 up to a maximum of
$50,000. Services which involve fees of more than $50,000 require pre-approval
of all the members of the Committee.  Item 14 - Additional information  Additional information, including Directors and Senior Officers
remuneration and indebtedness, principal holders of the securities of Cascades
and options to purchase securities, and interests of insiders in material
transactions, if any, is contained in the Management Proxy Circular dated
March 10, 2005 for the annual shareholders meeting.  Also, additional financial information pertaining to the fiscal year
ended December 31, 2004 is contained in Cascades 2004 Annual
Report.  In addition, the following documents may be obtained, upon written
request, from the Companys Corporate Secretary:  (a)           When Cascades is in
the course of a distribution of its securities pursuant to a short form
prospectus or has filed a preliminary short form prospectus in respect of a
proposed distribution of its securities:  i)              one copy of the
latest Annual Information Form of the Company, together with one copy of
any document, or the pertinent pages of any document, incorporated by
reference in the Annual Information Form;  ii)             one copy of the
latest Annual Report of the Company, a copy of the comparative financial
statements of the Company for its most recently completed financial year for
which financial statements have been filed together with the accompanying
Auditors report, and the Managements Discussion and Analysis of Financial
Position and Operating Results and one copy of any interim financial statements
of the Company that have been filed, if any, for any period after the end of
its most recently completed financial year;  iii)            one copy of the
Companys Management Proxy Circular in respect of its most recent Annual
Meeting of Shareholders during which Directors were elected; and  iv)           one
copy of any other documents which are incorporated by reference into the
preliminary short form prospectus or the short form prospectus; or  (b)           at any other time, the documents referred to above,
provided the Company reserves the right to request the payment of a reasonable
fee if the request is made by a person or company who is not a security holder
of Cascades.  The documents mentioned above are available from the
Corporate Secretary of the Company at the following address:  28


Cascades Inc.Corporate Secretary404 Marie-Victorin Street, P.O. Box 30Kingsey Falls, QuébecJ0A 1B0Telephone:
  (819) 363-5100Telecopier:
  (819) 363-5127or on the Companys web site address:
  www.cascades.comor on SEDAR: www.sedar.com  29 
  Schedule
1  CHARTER
OF THE AUDIT COMMITTEE  OF
THE BOARD OF DIRECTORS OF CASCADES INC.(theCompany)  1.             Purpose  The purpose of this
charter is to describe the role of the Audit Committee (theCommittee) as well as its
duties and responsibilities delegated by the Board of Directors (the Board).  The main duty of the Committee is to assist
the Board in fulfilling its oversight responsibilities with respect to the
following issues: the quality and integrity of the Companys financial
statements;  accounting
and financial reporting process;  systems
of internal accounting and financial controls;  external
auditors qualifications, independence and performance;  internal
audit function and  process;  the
Companys compliance with legal and regulatory requirements;  fulfill
any other responsibilities assigned to it from time to time by the Board.  2.             Division of Responsibilities  In carrying out the
duties of the Committee described in this charter, the members of the Committee
recognize that its function is to oversee the Companys financial reporting
process on behalf of the Board as well as to report its activities regularly to
the Board.  Management of the Company is
responsible for the preparation, the presentation and the integrity of the
Companys financial statements and for the effectiveness of internal control
over financial reporting.  Management and the
internal audit service are responsible for maintaining appropriate accounting
and financial reporting principles and policies as well as internal controls
and procedures that provide for compliance with accounting standards and
applicable laws and regulations.  The
auditors are responsible for planning and carrying out audits of the Companys
annual and interim financial statements and annually auditing managements
assessment of the effectiveness of internal control over financial reporting
and other auditing procedures.  In performing their
duties, the members of the Committee must have open and free discussions with
the Board, the external auditors, the internal auditor and management of the
Company.  3.             Composition and Organization  The Committee shall
be composed of a minimum of  three
directors, as appointed by the Board at its first meeting following the annual
shareholders meeting.  Each member must
be an unrelated or independent director.  Each Committee
member must be financially literate and at least one member must have
accounting or related financial management expertise, as determined by the
Board.  The Committee will
appoint one of its members as Chairman and the Secretary or Assistant-Secretary
of the Company or the person designated as Secretary will be secretary for all
meetings of the Committee and will keep minutes of the Committees
deliberations.  4.             Meetings and Resources  The Committee shall meet at least four times a year, or more
frequently if circumstances so dictate. By virtue of its mandate to foster open
relations, the Committee shall also meet separately and in camera for discussions with the
internal auditor, management and with the external auditors, as required.  The Committee shall establish
its own rules and procedures (subject to any specific guidelines from the
Board) and shall meet at the place and in accordance with the terms prescribed
by its rules. A quorum shall not be less than a majority of  the members of the Committee.  The Chairperson of
the Committee determines the agenda for each meeting in consultation with the
Vice-President and Chief Financial Officer, the Secretary and the Internal
Auditor.  The agenda and supporting
documentation are distributed to the


members of the
Committee within a reasonable timeframe prior to the meetings.  The Chairman of the
Committee shall report quarterly and when required  to the Board on the Committees activities
and will make recommendations concerning all matters it deems necessary or
appropriate.  The Committee shall at all
times have direct access to management, to the internal auditor and to the
external auditors in order to seek explanations or information on specific
questions.  The Committee shall
have the resources and the authority appropriate to carry out its duties,
including the authority to retain, as it deems necessary, counsel and other
external consultants and to set and pay their compensation, without further
Board approval.  In carrying out its duties and to meet its responsibilities,
the Committee shall examine the books and relevant accounts of the Company, its
divisions and its subsidiaries.  5.             Duties and Responsibilities  In addition to, the above-mentioned responsibilities, the
Committee shall address the following questions:  5.1           Financial reporting  Monitor
the quality and integrity of the Companys accounting and financial reporting
system through discussions with management, the external auditors and the
internal auditor;  Review
with management and the external auditors the annual audited financial
statements of the Company, including the information contained in managements
discussion and analysis, related press releases and the external auditors
report on the annual financial statements prior to public disclosure and filing
with the Securities Administrators;  Review
the unaudited interim financial statements, including managements discussion
and analysis for each interim period of the fiscal year and related press
releases prior to public disclosure and filing with the Securities
Administrators;  Review
the financial information contained in prospectuses, offering memoranda, the
annual information form and other reports that include audited or unaudited
financial information submitted for approval by the Board;  Review
with the external auditors and management, the quality, appropriateness and
disclosure of the Companys accounting principles and policies, the underlying
assumptions and reporting practices, and any proposed changes thereto;  Review
financial analyses and other written communications prepared by management, the
internal auditor or external auditors, setting forth significant financial
reporting issues and judgments made in connection with the preparation of the
financial statements, including analyses of the effects of alternative generally
accepted accounting principles methods (GAAP) on the financial
statements;  Verify
the compliance of management certification of financial reports with applicable
legislation;  Review
important litigation and any regulatory or accounting initiatives that could
have a material effect upon the Companys financial situation or operating
results and the appropriateness of the disclosure thereof in the documents  reviewed by the Committee;  Review
the results of the external audit, and any significant problems encountered in
the performance of the audit, and managements response or action plan related
to any management letter issued by the external auditors.  5.2           Risk management and internal control  Periodically
receive managements report assessing the adequacy and effectiveness of the
Companys disclosure controls and procedures and systems of  internal control;  Review
insurance coverage for the Company annually and as may otherwise be
appropriate;  Review
the Companys risk assessment and risk management policies, including the
Companys policies regarding hedging, investment and     2


credit; review significant capital costs and other
major expenditures, related party transactions and any other transactions which
could alter the Companys financial or corporate structure, including
off-balance sheet items;  Assist
the Board in carrying out its responsibility for ensuring that the Company is
compliant with applicable legal and regulatory requirements;  While
ensuring confidentiality and anonymity, establish procedures for the receipt,
retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters, including
employee concerns regarding accounting or auditing matters.  5.3           Internal Audit Function  Review
with management, the internal audit staff qualifications and experience and, if
required, recommend the appointment or replacement of the internal auditor;  Regularly
assess the internal audit functions performance, its responsibilities, its
staffing, budget and the compensation of its members;  Annually
review the internal audit plan;  Undertake
private discussions with the internal auditor to establish internal audit
independence, the level of co-operation received from management, the degree of
interaction with the external auditors, and any unresolved differences of
opinion or disputes.  5.4           External Auditors  Recommend
to the Board, the appointment of the external auditors and, if appropriate,
their removal (in both cases, subject to shareholder approval), evaluate and
compensate them and assess their qualifications, performance and independence;  Ensure
that as representatives of the shareholders, the external auditors report to
the Committee and to the Board;  Approve
all auditing services provided by the external auditors and determine and
approve in advance non audit services provided, in compliance with applicable
legal and regulatory requirements;  Discuss
with the external auditors the quality and not just the acceptability of the
Companys accounting principles but also the quality of those principles,
including: i) all critical accounting policies and practices used; ii) any
alternative treatments of financial information that have been discussed with
management, the ramification of their use as well as; iii) any other material
written communications  between the
Company and the external auditors, including any disagreement or unresolved
differences of opinion between management and the external auditors that could
have an impact on the financial statements;  Review
at least once a year the external auditors report stating all relationships the
external auditors have with the Company and confirming their independence, and
holding discussions with the external auditors as to any relationship or
services that may impact the quality of the audit services or their objectivity
and independence;  Review
the Companys hiring policies for 
employees or former employees of the external auditors.  5.5           Performance Evaluation of the Committee  Prepare
and review, with the Board, an annual performance evaluation of the Committee
and its members and assess once a year, the adequacy of its mandate and, if
required, make recommendations to the Board.     3