EXHIBIT 13.1



































ANNUAL INFORMATION FORM





For the year ended December 31, 2014




































































March 27 , 2015








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TABLE OF CONTENTS





Annual Information Form for the year ended December 31, 2014 Page


__________________________________________________________________________________________________________________________





Documents incorporated by reference


Forward Looking Statements





Item 1 - Date of the Annual Information Form    1


Item 2 - Corporate Structure    1


2.1 Name, Address and Incorporation    1


2.2 Intercorporate Relationships    1


Item 3 - General Development of the Business    1


3.1 Three Year History    1


3.2 Significant Acquisitions    3


3.3 Trends    3


Item 4 - Description of the Business    4


4.1 General    4


4.2 Industry Sector Information    4


4.2.1 Packaging Products Sector    4


4.2.1.1 Boxboard Europe Group    4


4.2.1.2 Containerboard Group    4


4.2.1.3 Specialty Products Group    6


4.2.2 Tissue Papers Sector    8


4.3 Research, Development and Innovation    10


4.4 Competitive Conditions    11


4.4.1 Our Markets    11


4.4.2 Our Competitive Strengths    11


4.5 Cyclical Considerations    11


4.6 Environmental Protection    12


4.6.1 Regulations    12


4.6.2 Environmental Mission    12


4.7 Reorganizations    12


4.8 Social Policies    12


4.9 Risk Factors      12


Item 5 - Dividends and Distributions    12


Item 6 - Capital Structure    13


6.1 General Description of Capital Structure    13


6.2 Ratings    13


Item 7 - Market for Securities    14


7.1 Trading Price and Volume    14


Item 8 - Directors and Officers    14


8.1 Name, Occupation and Security Holding    14


8.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions    21


8.3 Information concerning Executive Officers    22


Item 9 - Legal Proceedings and Regulatory Actions    22


Item 10 - Transfer Agents and Registrars    22


Item 11 - Material Contracts    22


Item 12 - Interests of Experts    23


Item 13 - Audit and Finance Committee    23


13.1 Composition and Mandate    23


13.2 Relevant Education and Experience of the Members    23


13.3 Independent  Auditor Services Fees    24


13.4 Policies and Procedures for the Engagement of Audit and Non-Audit Services    24


Item 14 - Additional Information    24


Schedule A - Charter of the Audit and Finance Committee      26





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In this Annual Information Form, the terms “We”, “Us”, “Our”, “Corporation” and “Cascades” refer to Cascades Inc., its subsidiaries, divisions and its interests in joint ventures and associates. Except as otherwise indicated, all dollar amounts are expressed in Canadian dollars. The information in this Annual Information Form is stated as at December 31, 2014 , except as otherwise indicated, and except for information in documents incorporated by reference that have a different date.











DOCUMENTS INCORPORATED BY REFERENCE


___________________________________________________________________________________________________________________





The documents in the table below contain information that is incorporated by reference into this Annual Information Form.





Documents
    Where they are incorporated in this Annual Information FormCascades Inc.’s 2014 Annual Report - Management’s Discussion and Analysis, NEAR-TERM OUTLOOK, page 57 , RISK FACTORS, page 61
    Items 3.3, 4.6.1 and 4.9











FORWARD-LOOKING STATEMENTS


__________________________________________________________________________________________________________________________





Certain statements in this Annual Information Form or in documents incorporated by reference, including statements regarding future results and performance, are forward-looking statements within the meaning of the “Safe Harbour” provision of the United States Private Securities Litigation Reform Act of 1995 based on current expectations. The accuracy of these 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 Corporation’s products, the prices and availability of raw materials, changes in the relative values of certain  currencies, fluctuations in selling prices and adverse changes in general market and industry conditions (See heading Risk Factors).





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ITEM 1 - DATE OF THE ANNUAL INFORMATION FORM





This Annual Information Form (“AIF”) is dated as at March 27 , 2015 .  Except as otherwise indicated, the information contained in this AIF is stated as at December 31, 2014 .








ITEM 2 - CORPORATE STRUCTURE





2.1  Name, Address and Incorporation





Cascades Inc. was incorporated under the name Papier Cascades Inc./Cascades Paper Inc. under the laws of the Province of Québec 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 Corporation.





Cascades was continued under the name Cascades Inc. under Part 1A of the Companies Act (Québec) 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 Corporation'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 Corporation.





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 Corporation.  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.





Since February 14, 2011, all Québec corporations incorporated under Part IA of the Companies Act (Québec) are governed by the Business Corporations Act (Québec).





On July 27, 2011, the Corporation amended its Articles which essentially provide that (i) the board of directors may, at its discretion, appoint one or more directors, who shall hold office for a term expiring no later that the close of the next annual meeting of shareholders following their appointment, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the annual meeting of shareholders preceding their appointment; and (ii) the board of directors may, at its discretion and from time to time, determine the place, whether within or outside of the Province of Québec, where a meeting of shareholders may be held outside of the Province of Québec.





The head office and corporate offices of Cascades are located at 404 Marie Victorin Blvd, Kingsey Falls (Québec) J0A 1B0.  Cascades also has executive offices located at 772 Sherbrooke Street West, Suite 100, Montréal (Québec) H3A 1G1. Cascades’ website can be found at www.cascades.com .





2.2  Intercorporate Relationships





The following list sets out the principal wholly-owned subsidiaries of the Corporation and their respective jurisdiction as at December 31, 2014 :





Corporate Name
    JurisdictionCascades Canada ULC
        Cascades USA Inc
        Cascades Europe SAS
    Alberta, Canada
        Delaware, USA
        France








ITEM 3 - GENERAL DEVELOPMENT OF THE BUSINESS





3.1  Three Year History





Financing activities





Bank Financing


On February 10, 2011, the Corporation entered into an agreement to amend and extend until February 10, 2015, its existing $750 million revolving credit facility. Under the terms of the amendment, the existing financial covenants, namely the maximum funded debt-to-capitalization ratio of 65% and the minimum interest coverage ratio of 2.25x, remain unchanged. As a result of the amendment, the margin applicable to outstanding borrowings was reduced from 2.750% to 2.125%.





In August 2012, the Corporation amended its revolving credit facility. The changes resulted in future lower financing costs and on extended maturity to February 2016. Financial covenants remain unchanged.











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Debt Refinancing


On March 1, 2012, the Corporation repurchased US$3 million of its 6.75% unsecured senior notes for an amount of US$3 million ($3 million).  Also, on November 20, 2012, the Corporation repurchased US$5 million of its 7.25% unsecured senior notes for an amount of US$5 million ($5 million). No gain or loss resulted from these transactions.  Approximately US$4 million ($4 million) aggregate principal amount of 7.25% notes and US$6 million ($6 million) aggregate principal amount of 6.75% notes expiring in 2013 remained outstanding as at December 31, 2012.





In 2013, the Corporation repurchased US$4 million of its 7.25% unsecured senior notes for an amount of US$4 million ($4 million) and US$6 million of its 6.75% unsecured senior notes for an amount of US$6 million ($6 million).  No gain or loss resulted from these transactions.





In 2013, the Corporation also paid US$4 million ($4 million) for the settlement of derivative financial  instruments related to its 7.25% unsecured senior notes and US$10 million ($10 million) for the settlement  of derivative financial instruments related to its 6.75% unsecured senior notes.





In 2014, the Corporation refinanced its 7.75% unsecured senior notes of US$500 million and $200 million, due in 2017 and in 2016, respectively. The Corporation issued 5.50% unsecured senior notes of US$550 million, due in 2022, and 5.50% unsecured senior notes of $250 million, due in 2021. The Corporation allocated the proceeds of these new notes to repurchase the US$500 million notes due in 2017 and the $200 million notes due in 2016. The remaining amounts (US$50 million and $50 million) were used to pay a premium totaling $31 million and refinancing costs of $13 million and to reduce its credit facility utilization. The refinancing of these notes will reduce our future interest expense by approximately US$8 million and $6 million annually.





Corporate Activities





On May 9th, 2013, the Corporation announced the appointment of Mr. Mario Plourde as President and Chief Executive Officer of the Corporation. On August 12, 2014, the Corporation announced the appointment of Ms. Suzanne Blanchet to the position of Senior Vice-President, Corporate Development.





Packaging Products Sector





Boxboard Europe Group


Further to a Combination Agreement entered into with Reno de Medici S.p.A. ("RdM") in 2007, the Corporation entered into a put and call agreement with Industria E Innovazione (“Industria”) in 2010, whereby Cascades had the option to buy all of the shares held by Industria in the capital stock of RdM (which represented 9.07% of the outstanding shares of RdM) (100% of the shares held by Industria) for € 0.43 per share between March 1, 2011 and December 31, 2012.  Industria also had the option of requiring the Corporation to purchase the shares for € 0.41 per share between January 1, 2013 and March 31, 2014. As the put option held by Industria became effective on January 1, 2013 and the Corporation expected it would be exercised after the first quarter of 2013, an obligation in the amount of € 14 million ($18 million) was recorded by the Corporation as at March 31, 2013. Consequently, the non-controlling interest has been adjusted by 9.07% effective January 1, 2013, to 42.39%. Industria did raise the put option in the second quarter of 2013, resulting in a cash payment for the Corporation of  €14 million ($19 million). The Corporation's share in the equity of RdM as at December 31, 2013, stood  at 57.61% and remains the same as at December 31, 2014.





On April 9, 2014, following a consultation process with the unions, the Corporation announced the closure of  its subsidiary, Cascades Djupafors, located in Ronneby, Sweden, which definitely ceased its operations on June 15, 2014.





Containerboard Group


In 2012, the Corporation granted a US$15 million ($15 million) bridge loan to Greenpac Holding LLC (Greenpac project). The loan will mature no later than 2021 and bears interest ranging from 7.5% to 9.5% depending on the mill debt/OIBD ratio. Including accrued interest, the bridge loan stands at $22 million as at December 31, 2014 (December 31, 2013 - $20 million).  The Corporation expects the loan to be repaid over the next four (4) years through secured tax credits to be received by members of the Greenpac project and operational cash flows.





On  April 1, 2012, Cascades purchased all of the outstanding shares of Bird Packaging Limited (“Bird”) located in Ontario, for a cash consideration of $14 million. The assets included containerboard converting equipment as well as warehouses located in Guelph, Kitchener and Windsor (Ontario). Founded in 1975, Bird specializes in the manufacturing of corrugated boxes of all sizes and grades, floor displays and products with high standards of printing. This acquisition allowed the Containerboard Group to broaden its market reach in Ontario by integrating plants that benefit from an excellent reputation amongst its customers and to add a team of skilled resources.





On April 25, 2012, Cascades announced the consolidation of the Containerboard Group corrugated product plants in Ontario, translating into an investment of $30 million in the Vaughan, St-Mary’s, Etobicoke and Belleville plants to modernize manufacturing equipment and increase production capacity, profitability and productivity. The consolidation resulted in the permanent closure of its Norampac North York and Peterborough (Ontario) units on June 30 as well as the OCD plant in Mississauga (Ontario), at the end of October.  The production from these plants was  redirected to other Norampac converting plants in Ontario. Many of the 200 employees from the three plants transferred to other Norampac plants in Ontario.





On September 5, 2012, Cascades announced major investments in some of its folding carton and microlithography plants of its Containerboard Group. With a total investment of $22 million, the Montréal (Québec), Mississauga (Ontario), Winnipeg (Manitoba) and Cobourg (Ontario) plants benefited  from the installation of new modern equipment optimizing  their production and efficiency. Concurrently with this investment program, the Lachute (Québec) folding carton plant was closed at the beginning of the second quarter of 2013, and its production volume was gradually transferred to other facilities.  Nearly 155 employees were affected by the closure of the Lachute plant, while approximately 40% of them were  relocated to other Norampac and Cascades units in Québec.





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In 2013, the Containerboard Group increased its production capacity through its 59.7 % participation in Greenpac Mill LLC ("Greenpac"). The new mill manufactures light weight linerboard made with 100% recycled fiber and has an annual production capacity of 540,000 short tons. The Greenpac mill is located on a property adjacent to an existing Noramapc facility in Niagara Falls (New York, USA).





On January 31, 2014, the Corporation concluded the creation of Maritime Paper Products Limited Partnership (MPPLP), a new joint venture for converting corrugated board activities in the Atlantic provinces with Maritime Paper Products Limited (MPPL), announced on November 27, 2013. The creation of this joint venture will position our Containerboard Group to achieve future growth in the Atlantic provinces and to remain at the forefront in this market, by offering an improved and more comprehensive range of products to its customers. Furthermore, the creation of MPPLP aims to provide customers with better service through the combined strengths of the Containerboard Group and MPPL. The containerboard operations located in St. John’s, Newfoundland, and Moncton, New Brunswick, were integrated with those of MPPL on February 1, 2014, and the Corporation received a 40% ownership in the joint venture.





On November 28, 2014, the Corporation announced the acquisition and installation of two new printing presses for its Countainerboard activities in the Vaudreuil and Drummondville (Québec) plants, which specialize in manufacturing corrugated packaging products. This invesmtent ($13 million) will allow the Corporation to respond more efficiently to customer needs and offer packaging products of greater quality as well as increased productivity.





On February 4, 2015, Cascades confirmed completion of the transaction announced on December 11, 2014 relating to the sale of its North American boxboard manufacturing and converting assets to Graphic Packaging Holding Company. Included in the $44.9 million transaction are the Cascades boxboard units in East Angus and Jonquière (Québec), Winnipeg (Manitoba), Mississauga and Cobourg (Ontario). This move, which reflects Cascades’ intention to refocus its activities on the strategic sectors in which it excels, does not affect the Corporation's European-based boxboard operations. The North American boxboard activities are now presented as discontinued operations in the Group’s financial statements.





Specialty Products Group


On February 22, 2012, Cascades announced the permanent closure of its Cascades Enviropac plant located in Toronto (Ontario), specialized in the manufacturing of honeycomb packaging.  The production was  progressively redirected towards the Cascades Enviropac Berthierville (Québec) and the Grand Rapids (Michigan, USA) plants. Approximately 36 employees were affected by this closure.





On July 1, 2014, Cascades announced that it had reached an agreement with Rolland Enterprises Inc., a subsidiary of H.I.G. Capital for the sale of its fine papers activities for $39 million. The units covered by this transaction were the Rolland Division, an uncoated fine papers and security papers plant located in Saint-Jérôme (Québec), the Converting Centre, a fine papers processing and distribution plant, also located in Saint-Jérôme (Québec) and Fibres Breakey, a de-inked bleached kraft pulp manufacturing plant located in Sainte-Hélène-de Breakeyville (Québec).





On July 9, 2014, Cascades announced the definitive closure of its kraft paper manufacturing activities at the East Angus (Québec) mill due to unfavorable market conditions and the failure of discussions concerning the mill's transfer and turnaround. 175 employees were affected by the closure which came into effect in October 2014. This announcement is not related to the boxboard manufacturing plant also located in East Angus (Québec).





Tissue Papers Sector





On August 13, 2012, Cascades announced the permanent closure of one of its Scarborough converting plants  located on McNicoll Street, in Toronto (Ontario).  The Corporation acquired these assets from Atlas Paper Bag Company Ltd on March 10, 2010, for a counterpart of $3 million.  The production of this unit specialized in paper napkin production for the Away-from-Home market, mainly for quick service restaurants, was redirected to the Laval (Québec) and Waterford (New York, USA) plants, also specialized in that market. Approximately 30 employees were affected by this closure.





During the third quarter of 2013, the Corporation announced plans to increase tissue paper production capacity at its St.-Helens (Oregon, USA) mill. The project consists in converting and starting up a second paper machine at the Oregon mill. The retrofitting of an existing machine will contribute additional capacity of 55,000 short tons to this market at a lower capital cost and on a faster timeline than if a new machine was to be built. The project started its ramp-up period on October 25, 2014. Total cost of this project after the ramp-up period stood at $45 million as at December 31, 2014 ($11 million spent in 2013).





On August 12, 2014, the Corporation announced the appointment of Mr. Jean Jobin as President and Chief Operating Officer of Cascades Tissue Group.





On August 18, 2014, Cascades announced the strategic optimization and expansion of its tissue papers activities in the Southeastern United States with the installation of a new tissue converting facility in Wagram (North Carolina, USA). This investment is intended to reorganize and expand the converting activities in this area, which is a targeted region of growth for the Corporation. The total estimated cost of the project is US$55 million of which US$18 million has already been spent in 2014. New equipment is being installed progressively and some production started in December 2014 and will continue throughout the first half of 2015.





3.2  Significant Acquisitions





No significant acquisition was completed by the Corporation during the financial year ended December 31, 2014 for which disclosure would have been required under Part 8 of National Instrument 51-102 of the Canadian Securities Administrators, namely the filing of a Business Acquisition Report.














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3.3  Trends





Reference is made to Management’s Discussion and Analysis in the 2014 Annual Report, specifically on page 57 under the heading “NEAR-TERM OUTLOOK”, which is incorporated by reference.








ITEM 4 - DESCRIPTION OF THE BUSINESS





4.1    General





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 and tissue papers principally composed of recycled fiber.  In 2014 , including its equity investment in Reno De Medici S.p.A. ("Reno") and excluding discontinued operations, Cascades consumed approximately 3.295 million short tons of fiber. Recycled fiber, wood fiber (chips and logs) and pulp respectively accounted for 80 %, 13 % and 7 % of the total fiber consumption. Cascades sources most of its supply of recycled fiber through its own recovery network as well as through mid- to long-term agreements with independent suppliers. Cascades sources its supply of wood fiber and pulp through contractual agreements with independent sawmills, timberland owners and pulp producers.





Cascades conducts its business principally through two operating sectors, namely:





1)    The Packaging Products sector which includes:


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|i) | TheBoxboard Europe Group, a manufacturer of premium coated boxboard in Europe;

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|ii) | TheContainerboard Group, a manufacturer of containerboard and leading converter of corrugated products in North America; and

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|iii) | TheSpecialty Products Group, which manufactures industrial packaging, consumer packaging products, and is also involved in recovery and recycling.




2)    The Tissue  Papers sector operates units that manufacture and convert tissue paper for the Away-from-Home and consumer products markets.





These two sectors include over 90 operating units located in Canada, the United States and Europe. As at December 31, 2014 , the Corporation employed approximately 11,000 employees, of which 9,000 were employees of its Canadian and United States operations.  Approximately 33 % of the Corporation's  manpower is unionized under 26 separate collective bargaining agreements. In addition, in Europe, some of the Corporation's operations are subject to national industry collective bargaining agreements that are renewed on an annual basis. Of the 26 collective bargaining agreements in North America, 11 will expire in 2015 and 4 in 2016.





Cascades sets the overall strategic guidelines and ensures that corporate policies concerning acquisition and financing strategies, legal affairs, human resources management and environmental protection are applied by its subsidiaries, divisions and affiliated companies.





4.2  Industry Sector Information





4.2.1  Packaging Products sector





The Packaging Products sector is divided into three groups of activities: the Boxboard Europe Group, the Containerboard Group and the Specialty Products Group.





4.2.1.1  The Boxboard Europe Group





In Europe, Cascades operates one mill in France that produces coated boxboard made of virgin fiber. With a total annual production capacity of 150,000 metric tonnes, this plant employs close to 340 employees.





As at December 31, 2014 , the Corporation also held a 57.61 % investment in Reno de Medici S.p.A. (“RdM”), the second largest European producer of recycled coated boxboard. RdM is a public company listed on the Milan stock exchange. RdM operates six (6) mills and two (2) sheeting centers. Its annual production capacity is 900,000 metric tonnes and it employs over 1,270 employees. Information concerning RdM’s production facilities can be found at www.renodemedici.it .





Excluding discontinued operations, sales for the Boxboard Europe Group stood at $ 841 million in 2014 compared to $ 786 million in 2013 , including the sales of RdM which are fully consolidated.





4.2.1.2  Containerboard Group





Excluding discontinued operations, as of December 31, 2014, the Containerboard Group, doing business under the name Norampac, employed more than 3,400 employees in its five (5) mills and eighteen ( 18 ) converting plants located in Canada and in the United States. This network produces a broad range of products for sale to both regional and national customers in a variety of industries, including the food, beverage and consumer products industries. The Containerboard Group operates five ( 5 ) linerboard and corrugated medium mills having a combined annual production capacity of 987,000 short tons. Except for one corrugated medium mill in the United States, all of the Group’s mills are located in Canada. The products manufactured by the five (5) manufacturing mills consist of 29 % linerboard and 71 % corrugated medium. In 2014 , approximately 52 % of their output was converted by Norampac’s eighteen ( 18 ) corrugated


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products converting plants, all strategically located across Canada and the Northeastern United States.  The Containerboard Group purchases all of its needs in virgin fiber in Québec and Ontario, and purchases 59 % of its recycled fiber in Canada and the rest in the United States.  Recycled fiber accounts for approximately 78 % of their total pulp and fiber consumption.  Products are delivered mainly by truck or rail.





In 2014, consolidated sales of this Group amounted to $1,181 million, compared to $1,095 million in 2013, mainly allocated as follows: external sales related to manufacturing activities amounted to $252 million, compared to $216 million in 2013, while the converting activities sales amounted to $929 million, compared to $879 million in 2013. 71 % of the consolidated sales were made in Canada and 29 % in the United States. In 2014, sales in the amount of $27.7 million were made to Niagara Sheets, LLC, held by the Corporation at 24.5 %,$12.7 million of sales were made to MPPL, held by Norampac at 40 %, $9.6 million of sales were made to New England Sheets LLC, held by Norampac at 18 %, and lastly, sales in the amount of $1.3 million were made to Abzac Inc., held by Cascades at 40 %. Its own sales force carries out the sales of this Group together with sales agents for export purposes.


The following table lists the mills and converting plants of the Containerboard Group and the approximate annual production capacity or shipments of each facility as well as the products manufactured or, where applicable, their activities in 2014 :





Facilities
    Products / Services
    Annual capacity or
        ShipmentsContainerboard
    
    Annual Capacity
        in short tonsNorampac Industries Inc., Niagara Falls Division, New York
    100% recycled corrugating medium
    275,000Kingsey Falls, Québec
    100% recycled linerboard
    103,000Cabano, Québec
    Corrugating medium in various basis weights
    242,000Trenton, Ontario
    Corrugating medium in various basis weights
    194,000Mississauga, Ontario
    100% recycled linerboard
    173,000Converting
    
    Shipments
        in square feet (000)Newfoundland, St. John’s
    Corrugated packaging
    4,000(1)Moncton, New Brunswick
    Corrugated packaging
    19,000(1)Drummondville, Québec
    Corrugated packaging
    1,062,000Victoriaville, Québec
    Corrugated packaging
    303,000Vaudreuil, Québec
    Corrugated packaging
    954,000Viau, Montréal, Québec
    Corrugated packaging
    699,000Belleville, Ontario
    Corrugated packaging
    238,000Etobicoke, Ontario
    Corrugated packaging
    475,000Jellco, Barrie, Ontario
    Corrugated packaging
    184,000St. Marys, Ontario
    Corrugated packaging
    1,084,000Vaughan, Ontario
    Corrugated packaging
    2,351,000Lithotech, Scarborough, Ontario
    Single face laminate
    235,000Bird, Guelph, Kitchener, Windsor, Ontario
    Corrugated packaging
    229,000Winnipeg, Manitoba
    Corrugated packaging
    687,000Calgary, Alberta
    Corrugated packaging
    560,000Richmond, British Columbia
    Corrugated packaging
    508,000Norampac New York City Inc.,New York
    Corrugated packaging
    720,000Norampac Schenectady Inc.,New York
    Corrugated packaging
    600,000Norampac Industries, Inc., Lancaster Division, New York
    Corrugated packaging
    394,000Norampac New England,Thompson, Connecticut
    Corrugated packaging
    268,000Montréal, Québec
    Processing and printing of boxboard for folding cartons
    395,000ServicesArt & Die, Etobicoke, Ontario
    Graphic art and printing plates
    N/A





(1) These two (2) units were integrated with those of Maritime Paper Products Limited (MPPL) on February 1, 2014.





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4.2.1.3  Specialty Products Group





The Specialty Products Group operates in three main sub-segments, namely: industrial packaging, consumer products packaging, and recovery and recycling.  This Group operates thirty-eight ( 38 ) facilities located in North America and Europe, including eighteen ( 18 ) recovery centers in Canada and the United States. It employs more than 2,200 employees.  In 2014 , sales of this Group amounted to $ 568 million compared to $ 548 million in 2013 .





a)  Industrial Packaging


The Industrial Packaging sub-segment is active in four (4) markets : protective packaging, specialty containers, structural components and paperboard and fiber composites.  Products include Technicomb ® and Flexicomb ® honeycomb paperboard, MultiboardTM laminated paperboard and uncoated recycled paperboard (URB).





Cascades Conversion Inc., Converdis Inc. and Cascades Sonoco Inc., joint venture  companies, convert uncoated paperboard, obtained in part within the Cascades network, into industrial packaging materials.  The core product line is used by the pulp and paper industry, such as roll headers and paperboard packaging for rolls of newspaper.  Cascades Conversion Inc. also manufactures roll edges that are sealed with heat plate equipment. The sales for these mills are driven by their own sales force.  In 2014 , one customer accounted for 13 % of sales and the principal geographic markets are the United States with 74 %, and Canada with 26 % of sales.





Cascades Rollpack S.A.S operates two (2) plants in France at Saulcy-sur-Meurthe and Châtenois, which manufacture roll headers made of linerboard and uncoated paperboard supplied by the European paper mills.  The sales of these mills are made through their own sales forces.  In 2014 , the principal geographic market was Europe, with 100 % of sales.





Cascades Multi-Pro, located in Drummondville (Québec) manufactures laminated paperboard used in many industrial sectors such as furniture backing and specialty containers. Cascades Enviropac in Berthierville (Québec) and Cascades Enviropac in Grand Rapids (Michigan, USA) manufacture honeycomb paperboard used as industrial packaging in general.  Cascades Enviropac in St-Césaire (Québec) and Aurora (Illinois, USA) manufacture uncoated paperboard partitions for beer, wine and glass container producers.  The sales of these converting plants are handled by their own sales representatives and by sales agents.  In 2014, the principal geographic market is the United States at 66 % and Canada with 34 %. The supply of uncoated paperboard is principally obtained within the Cascades network.





Cascades Papier Kingsey Falls (Québec) produces uncoated recycled paperboard (URB) using 100% recycled fiber. This board is mainly used by packaging converters and industrial users of headers and wrappers for the paper industry, as well as partitions used as protective packaging. 60 % of total sales are made to customers located in Canada, followed by the United States with sales at 35%.  Raw material is sourced principally in Québec ( 75 %).





The following table lists the main plants (including joint ventures) of the industrial packaging business sector and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2014 :





Facilities
    Products
    Annual capacity in metric tonnesCascades Conversion Inc.
        Kingsey Falls, Québec
    Roll headers and wrappers
    65,000Converdis inc.
        Berthierville, Québec
    Roll headers and wrappers
    50,000Cascades Sonoco Inc.
        Birmingham, Alabama
    Roll headers and wrappers
    50,000Cascades Sonoco Inc.
        Tacoma, Washington
    Roll headers and wrappers
    30,000Cascades Rollpack S.A.S.
        Saulcy-sur-Meurthe, France
    Roll headers and packaging reams
    56,000Cascades Rollpack S.A.S.
        Châtenois, France
    Packaging reams
    25,000Cascades Multi-Pro
        Drummondville, Québec
    Laminated paperboard and specialty containers
    15,000Cascades Enviropac
        Berthierville, Québec
    Honeycomb packaging products
    8,000Cascades Enviropac
        St-Césaire, Québec
    Uncoated paperboard partitions
    6,500Cascades Enviropac
        Grand Rapids, Michigan
    Honeycomb packaging products and other packaging products
    10,000Cascades Enviropac                                                                                                        Aurora, Illinois
    Uncoated paperboard partitions
    10,900Cascades Papier Kingsey Falls                                                                                                       Kingsey Falls, Québec
    Uncoated paperboard
    92,000











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b)  Consumer Products Packaging





The Consumer Products Packaging sub-segment designs and manufactures packaging for fresh foods, catering to the food processing and retailing industries. It is comprised of two moulded pulp plants, two plants manufacturing polystyrene foam trays, one plant manufacturing rigid plastic trays and containers and a flexible film converting plant.


The two (2) plants manufacturing moulded pulp products are Cascades Forma-Pak in Kingsey Falls (Québec), and Cascades Molded Pulp in Rockingham (North Carolina, USA). They manufacture two types of products, namely, egg filler flats branded as UltraCellTM, destined to poultry farms and egg processors and four-cup carriers, branded as UltraFitTM, for the quick-service restaurant industry in Canada and the United States. These plants where awarded the HAVI Global solutions Sustainability Award in 2014. Sales representatives and a network of sales agents serve customers. Raw material for these moulded pulp products is composed of 100% recycled material.


The two (2) plants manufacturing polystyrene foam trays are Plastiques Cascades, located in Kingsey Falls (Québec), and Cascades Plastics , located in Warrenton (Missouri, USA), catering to the food industry such as processors and retailers. These food trays package fresh meats, poultry and seafood. The Kingsey Falls plant also produces a complete line of plates and bowls made of foamed polystyrene, marketed under the GustoTM EVOK ® brands, destined to the food service industry.The principal raw material used is foamed polystyrene. The Warrenton plant uses standard polystyrene foam and the Kingsey Falls plant uses EVOK ® , a polystyrene foam made with 25% recycled material, UL validated. In 2014, the Canadian Plastic Industry Association (CPIA) awarded Cascades Plastiques the 2014 Sustainability Award for EVOK ® . Sales representatives and a network of sales agents serve customers in Canada and the United States.


Cascades Inopak, located in Drummondville (Québec), manufactures rigid plastic packaging. The plant converts plastic sheets by thermoforming them into a variety of packaging and containers. It also manufactures containers by an injection moulding process. The other product lines are destined to cater to the packaging needs of the food industry processors and retailers. These packaging and container lines are sold under the brand names:  BenpacTM, Deli-TrayTM, Eko-sensTM, VersatileTM,  VersatubTM, Integral TM and Vented TM . The Vu-Pak TM line is mostly used for the packaging of none food items.  Frig-O-Seal ® is a reusable food container line sold through retailers to consumers. It also markets a complete product line of coin wrappers to the Numismatic industry, known as Plastichange ® . Products are sold through distributors and agents. Mainly, the raw materials which are used are a blend of virgin polyethylene terephtalate (PETE) and 60% Recycled PETE, marketed as Re1TM. It also converts barrier PETE, polypropylene (PP) and PVC into packaging and containers.


NorCan Flexible Packaging Inc., owned by Cascades at 62.1%, is located in Mississauga (Ontario) and is specialized in the manufacturing of flexible film for packaging. This company offers a wide variety of resin and additives to meet customers’ needs mainly in the frozen foods, bakery and ice industries.


In 2014, the principal geographic markets of all these units were the United States with 55% and Canada with 45% of sales. The Consumer Products Packaging sub-segment has launched and marketed four new product lines and has expanded its EVOK ® tray offering. These new lines are Integral TM (a barrier tray line for fresh proteins), Ultratill TM (a novel mushroom till line), Poultray TM (an innovative full bird container) and Ultracell TM Expo-30 (a totally new egg filler flat line).


The following table lists the plants and mills in the consumer packaging sub-segment and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2014 :





Facilities
    Products
    Annual capacity
        in kilogramsPlastiques Cascades
        Kingsey Falls, Québec
    Polystyrene foam food packaging, plate and bowls
    9,500,000Cascades Plastics
        Warrenton, Missouri
    Polystyrene foam food packaging
    8,500,000Cascades Inopak
        Drummondville, Québec
    Plastic coin wrappers, food packaging
    5,000,000NorCan Flexible Packaging Inc.
        Mississasuga, Ontario
    Film packaging
    7,941,000Cascades Forma-Pak
        Kingsey Falls, Québec
    Egg filler flats and beverage carry trays
    15,500,000Cascades Moulded Pulp
        Rockingham, North Carolina
    Egg filler flats and beverage trays
    8,700,000





c)  Recovery and Recycling





In 2014 , Cascades Récupération, through its recovery center located in Lachine (Québec), and its brokerage activities handled more than 49,000 metric tonnes of recyclable materials. 100 % of its sales were in Canada. Most of its business is done through the distribution channels of Cascades Recovery Inc. Recovered paper supply is mainly obtained from industrial, commercial and institutional users.





Cascades Recovery Inc., owned by Cascades at 73 %, provides services to recover and process discarded materials for municipal, graphic, industrial, commercial, consumer products and institutional sectors. Services are offered across Canada and the Northeastern United States with 18 recovery facilities. Marketing and


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brokerage offices are located in Boston (Massachusetts, USA), Charlotte (North Carolina, USA), Chicago (Illinois, USA), Montréal (Québec), Toronto (Ontario), and Vancouver (British Columbia).  In 2014 , the Group shipped over 1.34 million metric tonnes through its recovery facilities and brokerage business with 55 % of sales in Canada and 38 % in the United States.





d)  Other sectors of activity





Cascades Lupel, located in Trois-Rivières (Québec),manufactures backing for vinyl flooring sold under the trademarks EndorexTM, AbsorbakTM and Inorex TM .  Sales are made primarily in the United States ( 72 %) and Canada ( 13 %). The raw materials are easily available and the mill sources 68 % of its needs from  Canada, the remainder is sourced in the United States.  Two customers accounted for respectively 55 % and 26 % of sales.





Cascades Auburn Fiber (Maine, USA) manufactures from recovered material a de-inked pulp used for the production of tissue and fine paper. 54 % of sales are made in the United States and 46 % are made in Canada.  In 2014 , excluding discontinued operations, 43 % of the output of this facility was used by the operating units within the Cascades Group, of which 34 % was used by the Tissue Papers Group.  Of the remaining 57 % of sales, one customer accounted for 27 %.





The following table lists the plants associated with other sectors of activity and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2014 :





Facilities
    Products / Services
    Annual capacity
    
    MT : metric tonnes   ST : short tonnesCascades Lupel
        Trois-Rivières, Québec
    Manufacture of backing for vinyl flooring
    55,000
    
    MTCascades Auburn Fiber, Maine
    Manufacture of  de-inking kraft pulp
    75,000
    
    ST








4.2.2  Tissue Papers Sector





The Tissue Papers Group is a manufacturer, converter and marketer of a wide variety of paper products intended for the Away-from-Home and consumer products markets.  Its lines of bathroom tissue, facial tissue, paper towels, paper hand towels, paper napkins and other related products are sold under the labels Decor®, North River®, Cascades®, Cascades Elite® and Wiping Solutions® in the Away-from-Home Canadian and American markets.  In the consumer products market, products are principally marketed under private labels and under the label Cascades® in Canada and Nature’s Choice® and under some secondary marks in the United States.  In 2014 , one client accounted for 26 % of sales in the consumer products market. In addition, the Tissue Papers Group also sells parent rolls of bathroom tissue, paper towels, paper hand towels and specialty papers to a large number of converters.  One client accounted for 80 % of parent roll sales.  In 2014 , one client accounted for 12 % of overall sales in the consumer products, Away-from-Home markets, and parent rolls.  Products are sold principally through a direct sales force, and are delivered by truck.





In 2012, the Tissue Papers Group redefined hand hygiene by bringing a first-ever antibacterial paper towel to the Away-from-Home United States market.  Cascades antibacterial paper towels provide a simple and effective way to further reduce bacterial contamination and transmission.





The Tissue Papers Group’s sales for 2014 amounted to $ 1,054 million compared to $ 1,033 million in 2013 .  In 2014 , production was sold as follows: 72 % in the United States, 27 % in Canada and 1% for others countries. The Canadian mills generated 53 % of total revenues in Canada and 47 % in the United States.  The American mills generated 96 % of total revenues in the United States. 20 manufacturing and converting plants employ more than 2,100 employees.





The Candiac mill in Québec manufactures tissue paper and converts it into bathroom tissue and paper towels.  These products are mainly sold in the consumer products market in Canada and in the United States.  The production not converted at the Candiac mill is transferred to the Laval, Lachute and Granby (Québec), and Waterford (New York, USA) plants or is sold in parent rolls to other converters.





The Lachute mill in Québec specializes in the manufacturing and converting of industrial use paper hand towels and converting of industrial use bathroom tissue.  These products are mainly destined to the Canadian and American Away-from-Home markets.  This facility received a gold LEED-CI certification in 2012 from the Canada Green Building Council (CaGBC).





The Laval plant in Québec specializes in the converting of tissue paper into paper napkins for the Canadian and American food service industry.





The Kingsey Falls mill in Québec manufactures tissue paper made from recycled fiber and converts it into bathroom tissue and facial tissue. These products are mainly sold in the consumer products market as well as the Away-from-Home markets, both in Canada and the United States. The production not converted is transferred to the Laval, Lachute and Granby (Québec),and Waterford (New York, USA) facilities or is sold in parent rolls to other converters.





The Toronto plant in Ontario converts tissue paper made of recycled fiber into bathroom tissue, paper towels and paper napkins.  These products are mainly sold in the Canadian and American consumer products market.





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The two Toronto PM mills in Ontario produce parent rolls made of recycled fiber and virgin fiber.  The production is transferred to the Toronto (Ontario), Granby (Québec) and Waterford (New York', USA) plants or sold to other converters.





The Papersource mill in Granby (Québec) converts tissue paper into bathroom tissue, paper hand towels and facial tissue.  These products are mainly sold in the Canadian and American Away-from-Home markets.





Cascades Tissue Group - Rockingham (North Carolina, USA) mill, manufactures tissue paper made from recycled fiber.  These products are mainly sold in the American Away-from-Home markets.  The production not converted is transferred to the Waterford (New York, USA) and Kinston (North Carolina, USA) plants or sold to other converters.





Cascades Tissue Group - IFC Disposables plant located in Brownsville (Tennessee, USA) specializes in the converting of non-woven fiber into industrial wipes sold in the Away-from-Home markets in the United States and Canada.





Cascades Tissue Group - Wisconsin mill, in Eau Claire (Wisconsin, USA), manufactures tissue paper made from recycled fiber and converts it into bathroom tissue, paper towels, facial tissue and paper napkins.  These products are mainly sold in the consumer products market in the United States.  The non-converted production is sold in parent rolls to other converters.





Cascades Tissue Group - Pennsylvania, with facilities in Ransom and Pittston (Pennsylvania, USA), manufactures tissue paper made from recycled fiber and converts it into bathroom tissue, paper towels, facial tissue and paper napkins. These products are mainly sold in the consumer products market in the United States. The non-converted production is transferred to the Waterford (New York, USA), Kingsey Falls (Québec), and Brownsville (Tennessee, USA) plants or is sold in parent rolls to other converters.





Cascades Tissue Group - Oregon, in St. Helens (Oregon, USA), produces parent rolls made of 100% virgin fiber.  The production is transferred to the Kingman (Arizona, USA) plant or is sold to other converters. In 2014, the Tissue Papers Group acquired the specialty paper machine previously operated by Boise which is located adjacent to its existing tissue machine in St. Helens. This machine was reconfigured to produce 55,000 short tons of tissue paper annually, bringing the total tissue paper capacity of the St. Helens site to 127,000 short tons annually. Total cost of the project is estimated to be $45 million and start-up occurred on October 24, 2014.





The Waterford Division of Cascades Tissue Group - New York Inc. (New York, USA) specializes in the conversion of towel and tissue paper into bathroom tissue, paper towels, paper napkins and industrial paper hand towels.  These products are mainly sold in the consumer products market as well as the Away-from-Home markets in the United States. The Mechanicville (New York, USA) Division produces parent rolls made from recycled fiber. The production is transferred to the Waterford Division (New York, USA) and Granby (Québec) or is sold to other converters.





Cascades Tissue Group - Arizona operates a plant in Kingman, and 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 consumer products market in the United States.





The Memphis mill of Cascades Tissue Group - Tennessee (Tennessee, USA) produces parent rolls of tissue paper made from recycled fiber. The production is transferred to the Kingman (Arizona) plant or sold to other converters.





Cascades Tissue Group - Wagram (North Carolina, USA) is a new converting plant where some current operational converting lines will be transferred and be fully operational in 2015. The plant is specialized in the conversion of tissue paper into bathroom tissue, paper towels, paper hand towels and paper napkins. These products are in both markets: consumer products and Away-from-Home products in the United States.





Best Diamond Packaging, LLC, a joint venture, operates a plant in Kinston (North Carolina, USA) and specializes in the conversion of tissue paper into paper napkins for the American food and quick-service restaurant markets.





















































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The following table lists the plants and mills of the Tissue Papers Group and the approximate annual production capacity of each facility as well as the products manufactured or, where applicable, their activities in 2014 :





Facilities
    Products / Services
    Annual capacity in
        short tonsManufacturing / ConvertingCandiac, Québec
    Paper towels, bathroom tissue
    66,000Lachute, Québec
    Paper hand towels, bathroom tissue
    35,000Kingsey Falls, Québec
    Facial tissue, bathroom tissue
    100,000Cascades Tissue Group - Wisconsin,                           Eau Claire
    Paper towels, bathroom tissue, facial tissue and paper napkins
    60,000Cascades Tissue Group - Pennsylvania,
        Ransom and Pittston
    Paper towels, bathroom tissue, facial tissue and paper napkins
    57,000ManufacturingToronto PM , Ontario
    Parent rolls
    55,000Cascades Tissue Group - Oregon,
        St-Helens
    Parent rolls
    127,000Cascades Tissue Group - Tennessee,
        Memphis
    Parent rolls
    40,000Cascades Tissue Group,                                Rockingham, North Carolina
    Parent rolls
    63,000Cascades Tissue Group - New York Inc.,        Mechanicville
    Parent rolls
    40,000ConvertingToronto, Ontario
    Paper towels, bathroom tissue, paper napkins
    N/ALaval, Québec
    Paper napkins
    N/APapersource, Granby, Québec
    Bathroom tissue, facial tissue and paper hand towels
    N/ACascades Tissue Group - Arizona, Kingman
    Paper towels, bathroom tissue, paper hand towels, paper napkins
    N/ACascades Tissue Group - New York Inc., Waterford
    Paper towels, bathroom tissue, paper hand towels, paper napkins
    N/ACascades Tissue Group - Wagram, North Carolina
    Paper towels, bathroom tissue, paper hand towels, paper napkins
    N/ABest Diamond Packaging, LLC
        Kinston, North Carolina
    Paper napkins
    N/ACascades Tissue Group - IFC Disposables,
        Brownsville, Tennessee
    Industrial wipes
    N/A





4.3  Research, Development and Innovation





Cascades has its own research and development centre («the Centre») located in Kingsey Falls (Québec), composed of a staff of more than 40 employees. The Centre provides Cascades’ business units with technical support in solving production problems and improving quality as well as the development of new products and processes.  Moreover, the Centre is strongly involved in innovation and sustainable development through its scientific support to the Corporation’s marketing teams.





Following the implementation of its Innovation Management System, which was expanded to all Cascades’ activities, namely finance, production, human resources, services, logistics, and sales and marketing to enhance efficiency and performance at all levels, as well as to develop a culture of innovation. The Cascades innovation management committee (CIMC) is now implementing this strategy. To support the culture of innovation, several articles on innovation are integrated into the Corporation’s quarterly newsletter to employees. The CIMC meets on a monthly basis to implement the strategy into the different groups and units.





In 2012, Cascades consolidated its Information Technology (IT) Service under one single entity, providing a complete IT portfolio of services to all Cascades’ business units. The IT staff  is composed approximately of 230 employees.  Regarding the implementation of an integrated Enterprise Resource Planning (ERP) system, the Corporation identified the risks associated with said project and adopted a step-by-step plan to address any risks related to the implementation


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process. The Corporation dedicated a project team, required corporate oversight with the appropriate skills and knowledge and retained the services of consultants to provide expertise and training. Supported by senior management and key personnel, the Corporation undertook a detailed analysis of its requirements during 2010, and in November of 2010 successfully completed a pilot project in one of its plants. The project team has finalized a detailed blueprint for its manufacturing and some of its converting operations and started implementing the solution in its business units in 2012. In 2012 and 2013, Cascades invested $29 million and $14 million respectively, for the modernization of its financial information system to an ERP information technology system. The implementation is still ongoing as the Corporation is reviewing its internal processes to maximize the realization of benefits and reduce risks.





4.4  Competitive Conditions





4.4.1  Our Markets





Cascades operates in large, highly competitive markets.  Our products and services compete with similar products manufactured and distributed by others both domestically and globally.  The success in our markets is influenced by many factors, including customer service, price, geographic location, quality, breadth and performance characteristics of our products.  Given our products, integration level, markets and geographic diversification, we believe that we are well-positioned to compete in our packaging and tissue sectors.





According to RISI and CCCA, the total containerboard production in North America was approximately 37.2 million tons in 2014 while total containerboard production capacity totaled approximately 38.8 million tons. The five largest manufacturers, International Paper Company, Rock-Tenn Company, Georgia-Pacific LLC, Packaging Corporation of America and KapStone Paper and Packaging Corporation accounted for approximately 77 % of total production capacity. Total U.S. containerboard production increased by 1.8 % in 2014 . With respect to demand, while the containerboard market is cyclical and impacted by economic conditions, it tends to be more resilient given that approximately 75 % of the end demand for corrugated boxes comes from the non durable goods industries according to the Fiber Box Association.





Demand in the U.S. tissue paper market reached approximately 8.7 million tons in 2014 . Total tissue production capacity in North America totaled approximately 9.7 million tons during the same period. We estimate the five largest manufacturers, Georgia-Pacific LLC, The Procter & Gamble Company, Kimberly-Clark Corporation, Cascades Inc. and Svenska Cellulosa Aktiebolaget (SCA) to account for approximately 73 % of total production capacity. The tissue paper market consists of both the consumer products and Away-from-Home markets. Shipments of consumer products and Away-from-Home tissue products represented approximately 69 % and 31 %, respectively, of total U.S. tissue paper shipments in 2014 . The tissue market is considered to be the most stable paper sector with demand in North America growing at a 1.1 % compound annual growth rate since 2005.





4.4.2  Our Competitive Strengths





Leading Market Positions with Environmentally Sustainable Product Focus .  We are one of the two leaders in Canada and hold one of the leading market positions in the packaging industry in North America. We also are a leading producer of recycled coated boxboard in Europe through our ownership of Reno de Medici, S.p.A. We believe our leading market positions and our environmental focus gives us an advantage over many of our competitors. We believe the demand for green products is growing and we are well-positioned to take advantage of the growing environmental trend due to our strengths and diversity of product offerings.





Fully Integrated Recycling Solutions Provider .  We are an integrated manufacturer with both downstream recycled paper collection and processing capabilities and upstream manufacturing and converting operations. We have created the closed-loop system TM that enables us to manufacture our products efficiently for our customers.  In North America, 30% of the recycled fibers that we use in our products come from our own recovery, converting and other collection facilities.  We continually look for opportunities to increase our integration to further ensure the supply of raw materials to our mills and grow the development of our environmentally sustainable products.





Diversified Portfolio of Products, Markets and Geographic Locations .  We manufacture and sell a diversified portfolio of packaging, tissue and specialty paper products for commercial, industrial and consumer products end markets in Canada, the United States, Europe and other regions.  Our customers include Fortune 500, medium and small-sized companies across a broad range of industries.  We believe that our product, geographic and customer diversification help us maintain our operating performance through economic downturns and changing market conditions.  The size and diversity of our operations also allow us to cost-effectively serve customers on a regional and multinational basis, reducing delivery times and enhancing customer service.





Strong Presence in Consumer-Oriented End Markets .  Our packaging, tissue and other products are sold primarily to consumer-oriented end markets, which tend to be less sensitive to economic cycles. As a result, products sold to these markets tend to exhibit a greater degree of stability and predictability in demand and product prices than products sold to commercial or industrial-oriented end markets. Our participation in consumer-oriented end markets has increased with our focus on selling tissue products.





4.5  Cyclical Considerations





Cascades is a diversified producer of packaging products and tissue paper with operations in Canada, the United States and Europe. The Corporation has leading market positions for many of its products in North America and is one of the foremost producers of recycled coated boxboard in Europe through its ownership of Reno de Medici, S.p.A.





Although the Corporation believes that its products, integration level, market, and geographical diversification help to mitigate the adverse effects of industry conditions, the markets, for some of its products, notably containerboard and boxboard, remain cyclical. These markets are influenced by changes in the North


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American and global economies, industry capacity and inventory levels maintained by customers, all of which affect selling prices and profitability. The Corporation is also affected by the variation of the Canadian dollar against the U.S. dollar and the Euro, and the effect of the volatility of the costs of the raw materials, particularly recycled fibers.





4.6    Environmental Protection





4.6.1  Regulations





The Corporation’s activities are subject to environmental laws and regulations imposed by various governmental and regulatory authorities in all the countries where it operates.  The Corporation is in compliance, in all material respects, 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.  For more information, reference is made to the heading “RISK FACTORS”, on page 61 of Management’s discussion and analysis in the 2014 Annual Report, which item is incorporated by reference.





In 2014 , environmental protection requirements and the application of Cascades’ environmental mission required capital expenditures and led to operating costs as follows :





Country
    Capital Expenses
    Operating CostsCanada
    $1,218,129
    $34,071,464United States
    $92,414
    $21,413,897Europe
    $1,681,316
    $3,439,539Total
    $2,991,859
    $58,924,900





4.6.2  Environmental Mission





Since one of the deeply ingrained values of  the Corporation is protecting the environment, Cascades has adopted an Environmental Mission, which is available on the Corporation’s website at www.cascades.com .





4.7  Reorganizations





In 2014 , no major legal reorganizations were undertaken by Cascades.  In the normal course of business, some reorganizations of the subsidiaries of the Corporation could occasionally occur in order to improve the organizational structure, none of them having a material impact on the activities, operations or financial results of the Corporation.





4.8  Social Policies





The Corporation 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 Corporation operates.  A copy of the Code is available on the Corporation' website at www.cascades.com .





4.9  Risk Factors





We refer the reader to Management’s Discussion and Analysis in the 2014 Annual Report, specifically on page 61 under the heading “RISK FACTORS”, incorporated by reference herein.





ITEM 5 - DIVIDENDS AND DISTRIBUTIONS





In 2012 , 2013 and 2014 , Cascades paid dividends on its Common Shares at the current rate of $0.04 per Common Share per quarter.  Other than pursuant to the Indentures, which govern its Senior Notes, and the Credit Facilities, 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 of Directors.





ITEM 6 - CAPITAL STRUCTURE





6.1  General description of capital structure





The share capital of the Corporation 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.





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The holders of common shares are entitled to the right to vote on the basis of one vote per share at any meetings of shareholders and the right to receive dividends and to share in the remaining assets in the event of a liquidation of the Corporation.  As at March 16 , 2015 , there were 94,219,380 Common Shares 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 Corporation  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 Corporation  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 Corporation , 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.  None of the Class “A” or “B” Preferred Shares of the capital stock of the Corporation  are, as of the date hereof, issued and outstanding.





6.2  Ratings





Credit ratings are intended to provide investors with an independent measure of credit quality of an issuer or a security. Rating for issuers or for debt instruments are presented in ranges by each of the rating agencies. The highest qualities of securities are rated AAA in the case of Standard & Poor’s ("S&P") and Dominion Bond Rating Services (“DBRS”), or Aaa in the case of Moody’s Investors Service ("Moody’s”). The lowest quality of securities are rated D in the case of S&P and DBRS, or C in the case of Moody’s.





According to the S&P rating system (http://www.standardandpoors.com/ratings/definitions-and-faqs/en/us), notes rated BB, B, CCC, CC, and C are regarded as having from low to significant speculative characteristics. A BB rating 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 (https://www.moodys.com/Pages/amr002002.aspx), 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 (http://dbrs.com/ratingPolicies/list/name/rating+scales), long-term debt rated BB is defined to be speculative and non-investment grade, where the degree of protection afforded interest and principal is uncertain, particularly during periods of economic recession. Entities in the BB range typically have limited access to capital markets and additional liquidity support. In many cases, deficiencies in critical mass, diversification, and competitive strength are additional negative considerations. The absence of either a high or low designation indicates the rating is in the middle of the category.





Credit Risk
    Moody's
    S & P
    DBRSHighest quality
    Aaa
    AAA
    AAAHigh quality (very strong)
    Aa
    AA
    AAUpper medium grade (strong)
    A
    A
    AMedium grade
    Baa
    BBB
    BBBLower medium grade (somewhat speculative)
    Ba
    BB
    BBLow grade (speculative)
    B
    B
    BPoor quality (may default)
    Caa
    CCC
    CCCMost speculative
    Ca
    CC
    CCNo interest being paid or bankruptcy petition filed
    C
    C
    CIn default
    C
    D
    D


Source:  Securities Industry and Financial Markets Association and “Dominion Bond Rating Services”





Cascades is rated by S&P, Moody’s and DBRS. The Corporation’s issuer rating by these three agencies are listed below :


Rating agency
    Issuer Rating
    Qualitative
    Most recent updateS&P
    B+
    Stable outlook
    January 2015Moody’s
    Ba2
    Stable outlook
    January 2014DBRS
    BB
    Stable outlook
    July 2014





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It is to be noted that the credit ratings given by the rating agencies are not recommendations to purchase, hold or sell Cascades' notes or securities as such, given these 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 by a rating agency in the future if in its judgment circumstances so warrant. The Corporation is not responsible for credit ratings given by the rating agencies.





ITEM 7 - MARKET FOR SECURITIES





7.1  Trading Price and Volume





Cascades’ Common Shares are traded on the Toronto Stock Exchange and alternative trading systems under the ticker symbol “CAS”. The following table sets forth the market price range, in Canadian dollars, and trading volumes of the Corporation’s Common Shares on the Toronto Stock Exchange for each month of the most recently completed financial year:





Toronto Stock Exchange - Market price range - Year 2014


Month
    High
    Low
    Closing Market Price
    Trading VolumeJanuary
    6.95
    6.12
    6.86
    3,008,656February
    7.25
    6.76
    7.25
    4,374,701March
    7.58
    6.91
    7.55
    5,230,948April
    7.60
    6.21
    6.42
    7,972,767May
    6.57
    5.85
    5.95
    3,638,238June
    6.74
    5.95
    6.61
    3,108,947July
    7.09
    6.40
    6.66
    5,864,533August
    6.69
    5.95
    6.31
    4,879,035September
    6.37
    5.81
    6.15
    15,915,997October
    6.45
    5.64
    6.27
    8,313,696November
    6.74
    5.71
    6.53
    6,241,672December
    7.15
    6.42
    7.02
    4,453,400








In 2013 , in the normal course of business, the Corporation renewed its redemption program. Purchases began on March 15 , 2013 and continued until March 14 , 2014 . The notice enabled Cascades to acquire up to 2,816,753 Common Shares, representing approximately 3 % of the issued and outstanding Common Shares as of March 1, 2013. As of March 13, 2014, the Corporation had redeemed 77,400 Common Shares at an average weighted cost of $ 4.91 .





In 2014, in the normal course of business, the Corporation renewed its redemption program. Purchases began on March 17, 2014 and continued until March 16, 2015. The notice enabled Cascades to acquire up to 1,502,206 Common Shares, representing approximately 1.6% of the issued and outstanding Common Shares as of March 1, 2014. As of March 13, 2015, the Corporation had redeemed 49,000 Common Shares at an average weighted cost of $5.93.





On March 13 , 2015 , Cascades announced that the Toronto Stock Exchange had accepted its notice of intention to begin a normal course issuer bid in respect of its Common Shares.  Purchases pursuant to the normal course issuer bid commenced on March 17 , 2015 and will cease on March 16 , 2016 .  The Common Shares purchased shall be cancelled.  The notice will enable Cascades to acquire up to 942,194 Common Shares, which represents approximately 1 % of the 94,219,380  issued and outstanding Common Shares as at Febuary 27 , 2015 .








ITEM 8 - DIRECTORS AND OFFICERS





The Directors of the Corporation are elected annually to hold office until the next annual general meeting or until a successor is elected or appointed.





8.1  Name, Occupation and Security Holding





The following table sets out the name, age and place of residence of each director, its principal occupation, the year in which he or she first became a director of the Corporation, the number of common shares of the Corporation beneficially owned directly or indirectly by him or her, their independence status, the number of deferred share units he or she holds, if the Director sits on boards of directors and committees of other public companies, membership on the committees of the Board of Directors of the Corporation, their value of at-risk holdings as at December 31, 2014 and the percentage of votes voted in favour of their election at last year's meeting.








14


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Annual Information Form


Principal occupation :
    DirectorCommittee(s) :
    N.A.2014 Annual Meeting Votes in favour (%) : 97.85Bernard Lemaire(7)
        Age 78Austin (Québec)CanadaNon-IndependentDirector since 1964
    One of the founders of Cascades, Mr. Lemaire was President of the Corporation from its creation until 1992 and Chairman of the Board of Directors from 1992 to May 2008. Mr. Lemaire holds an Honorary Doctorate from theÉcole des Hautes Études Commerciales - Montréaland an Honorary Doctorate in Business Administration from the University of Sherbrooke. In 2004, he was conferred a Doctorat Honoris Causa by theUniversité du Québecin Trois-Rivières(Québec) in recognition of his acclaimed reputation in the business world and his unwavering commitment to social responsibility. He is an Officer of the Order of Canada and an Officer of the Ordre national of Québec as well as a Knight of the National Order of the Legion of Honour of the French Republic.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014 ($)(6)SHARES(2)
    DSUs
    SHARES(2)
    DSUs12,974,159
    —
    13,214,159
    —
    (240,000)
    91,078,596








Principal occupation :
    DirectorCommittee(s) :
    N.A.2014 Annual Meeting Votes in favour (%) : 87.45Laurent Lemaire
        Age 76Warwick (Québec)CanadaNon-IndependentDirector since 1964
    One of the founders of Cascades, Mr. Lemaire held the position of Chairman of the Board of Directors from May 2008 to May 2011 and was Vice-Chair of the Board from November 2011 to May 2014. He was President and Chief Executive Officer of the Corporation from 1992 to 2004. He holds a Masters degree in Commerce and an Honorary Doctorate in Business Administration from the University of Sherbrooke. He also sits on the Board of Directors of Reno de Medici S.p.A., an Italian-based public company, manufacturer of coated and recycled boxboard. Mr. Lemaire is an Officer of the Order of Canada.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014 ($)(7)SHARES(3)
    DSUs
    SHARES(3)
    DSUs12,616,651
    —
    12,442,504
    —
    174,147
    88,568,890











15


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Annual Information Form


Principal occupation :
    Executive Chair of the BoardCommittee(s) :
    N.A.2014 Annual Meeting Votes in favour (%) : 97.31Alain Lemaire
        Age 67
        Kingsey Falls (Québec)
        CanadaNon-Independent
        Director since 1967
    One of the founders of Cascades, Mr. Lemaire is Executive Chair of the Board of the Corporation. He held the position of President and Chief Executive Officer from 2004 to May 2013. He was Executive Vice-President of the Corporation from 1992 to 2004 and was President and Chief Executive Officer of Norampac Inc., from 1998 to 2004. A former student of theInstitut des pâtes et papiers of Trois-Rivières(Québec), he holds an Honorary Doctorate in Business Administration from the University of Sherbrooke. In 2013, he received an Honorary Doctorate in Civil Law from Bishop's University in Lennoxville (Québec). Mr. Lemaire is an Officer of the Order of Canada.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014 ($)(6)SHARES(4)
    DSUs
    SHARES(4)
    DSUs4,969,405
    —
    4,964,377
    —
    5,028
    34,885,223








Principal occupation :
    President, Louis Garneau Sports Inc.Committee(s) :
    Human Resources (Member)2014 Annual Meeting Votes in favour (%) : 98.84Louis Garneau
        Age 56St-Augustin-de-Desmaures (Québec) CanadaIndependent (1)
        Director since 1996
    Mr. Garneau is President of Louis Garneau Sports Inc., a manufacturer and distributor of sports clothing and accessories throughout the world. He is a member of the Human Resources Committee. A former international cycle racer, Mr. Garneau participated in the 1984 Olympic Games in Los Angeles. He is a Chevalier de l’Ordre national of Québec and an Officer of the Order of Canada. In June 2007, he was awarded an Honorary Doctorate from the Faculty of Administration of the University of Ottawa. In 2008, he received the “Gloire de l’Escolle” medal as a former graduate having honored Université Laval due to the extent of his professional activities and his contribution to society. In November 2014, he was awarded  the Medal of Honour of the National Assembly of Québec. This medal is awarded to public figures who are deserving of recognition by the Members of the Assembly.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014 ($)(6)SHARES
    DSUs
    SHARES
    DSUs5,018
    42,534
    5,018
    38,035
    4,499
    333,815














16


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Annual Information Form


Principal occupation :
    DirectorCommittee(s) :
    Environment, Health and Safety (Chair)Corporate Governance and Nominating (Member)2014 Annual Meeting Votes in favour (%) : 90.98Sylvie Lemaire
        Âge 52Otterburn Park (Québec)
        CanadaNon-Independent
        Director since 1999
    Ms. Lemaire is a director of companies. She has held production, research and development and general management positions. She was co-owner of Dismed Inc., a distributor of medical products and Fempro Inc., a manufacturer of absorbant products, where she held the position of President until 2007. She is Chair of the Environment, Health and Safety Committee and a member of the Corporate Governance and Nominating Committee. Since June of 2014, Ms. Lemaire is a certified Director of companies having sucessfully completed the governance program offered by theCollège des administrateurs de sociétésofUniversité Laval(Québec). Ms. Lemaire holds the degree of Bachelor in Industrial Engineering from theMontréal École polytechnique.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014($)(6)SHARES(5)
    DSUs
    SHARES(5)
    DSUs275,287
    42,534
    331,287
    38,035
    (94,035)
    1,932,515








Principal occupation :
    Partner, McCarthy TétraultCommittee(s) :
    Human Resources (Chair)Corporate Governance and Nominating (Member)2014 Annual Meeting Votes in favour (%) : 98.21David McAusland
        Age 61Beaconsfield (Québec)Canada
        Independent(1)
        Director since 2003
    Mr. McAusland is a partner in the law firm of McCarthy Tétrault. From 1999 to February 2008, he held among others, the position of Executive Vice-President, Corporate Development and Chief Legal Officer of Alcan Inc., a large multinational industrial company. He is Chair of the Human Resources Committee and a member of the Corporate Governance and Nominating Committee. Mr. McAusland sits on the Boards of Directors of Cogeco Inc., and Cogeco Cable Inc., two companies involved in the communications sector where he is a member of the Corporate Governance Committee and Chair of the Strategic Opportunities Committee of both these issuers. He sits on the Board of Directors of Khan Resources Inc., a uranium exploration and development company, where he is a member of the Compensation Committee. He is also a voting member of the Accounting Standards Oversight Council. He is the Chairman of the Board of Directors of ATS Automation Tooling Systems, a leader in automation manufacturing solutions. Furthermore, he is a director of certain not-for-profit organizations, such as the Montreal General Hospital Foundation and Chairman of the Board of theFondation de l’École nationale du cirque.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014 ($)(6)SHARES
    DSUs
    SHARES
    DSUs4,000
    50,738
    4,000
    41,695
    9,043
    384,261














17


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Annual Information Form


Principal occupation :
    Co-Founder of Sui Generis Investment PartnersCommittee(s) :
    Corporate Governance and Nominating (Chair)Audit and Finance (Member)2014 Annual Meeting Votes in favour (%) : 97.47James B.C. Doak
        Age 59Toronto (Ontario)Canada
        Independent(1)
        Director since 2003
    An economist and chartered financial analyst, Mr. Doak is Co-Founder of Sui Generis Investment Partners, a Toronto-based investment company since 2014. Prior thereto, he was President and Managing Director of Megantic Asset Management Inc., a Toronto-based investment company, from 2002 to 2014. From 1997 to 2002, he held the position of President of Enterprise Capital Management Inc. He is a member of the Audit and Finance Committee and Chair of the Corporate Governance and Nominating Committee. Mr. Doak is Chairman of the Board and a member of the Audit and Finance Committee of Khan Resources Inc. a uranium exploration and development company. He holds aDiplôme d’études collégialesfrom McGill University and a B.A. in Economics from the University of Toronto. Mr. Doak is a Knight of the National Order of the Legion of Honour of the Republic of France.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014 ($)(6)SHARES
    DSUs
    SHARES
    DSUs—
    42,534
    —
    38,035
    4,499
    298,589








Principal occupation :
    Director of companiesCommittee(s) :
    Audit and Finance (Chair)Environment, Health and Safety (Member)Lead Director2014 Annual Meeting Votes in favour (%) : 97.61Georges Kobrynsky
        Age 68Outremont (Québec)Canada
        Independent(1)
        Director since 2010
    Mr. Kobrynsky is a director of companies. He is Chair of the Audit and Finance Commitee and a member of the Environment, Health and Safety Committee. He held the position of Senior Vice-President, Investments, Forest Products of theSociétégénérale de financement du Québecfrom 2005 to 2010. Mr. Kobrynsky has held for more than 30 years, various senior positions at Domtar Inc., including Senior Vice-President, Pulp and Paper Sales, Marketing and Customer Relations Group from 2001 to 2005 and Senior Vice-President, Communication Papers Division from 1995 to 2001. He sat on the Board of Directors of Norampac Inc., from 1998 to 2006. He holds a Master of Business Administration from McGill University, a Bachelor’s degree in Forest Engineering fromUniversité Lavaland a Bachelor of Arts from theUniversité de Montréal.He is a member of the Board of Directors of Supremex Inc., a Canadian manufacturer of stock and custom envelopes and Chair of the Pension Investment Committee and a member of the Audit and Human Resources Committees.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014 ($)(6)SHARES
    DSUs
    SHARES
    DSUs—
    19,123
    —
    15,183
    3,940
    134,243














18


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Annual Information Form


Principal occupation :
    DirectorCommittee(s) :
    Human Resources (Member)2014 Annual Meeting Votes in favour (%) : 86.55Élise Pelletier
        Age 54Chambly (Québec)Canada
        Independent(1)
        Director since 2011
    Retired since 2003, Ms. Pelletier accumulated over twenty years of experience within the Corporation, having held the position of Vice-President, Human Resources of the Corporation during the period between 1995 and 1998, and thereafter, the position of Vice-President with Norampac Inc., during the period between 1998 to 2003. She has extensive knowledge of the pulp and paper sector and was a member of the Board of Directors of the Corporation from 1993 to 2001. She is a member of the Human Resources Committee.  She holds a Certificate in governance of companies from theCollège des administrateurs de sociétés,Université Laval(Québec). She holds the degree of Bachelor in Industrial Relations from theUniversité de Montréal.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014 ($)(6)SHARES
    DSUs
    SHARES
    DSUs1,000
    11,777
    1,000
    8,014
    3,763
    89,695








Principal occupation :
    President and Chief Executive Officer, The Montreal Port AuthorityCommittee(s) :
    Environment, Health and Safety (Member)2014 Annual Meeting Votes in favour (%) : 98.82Sylvie Vachon
        Age 55Longueuil (Québec)Canada
        Independent(1)
        Director since 2013
    Ms. Vachon is President and Chief Executive Officer of The Montreal Port Authority (MPA), an autonomous federal agency since 2009. From 1997 to 2009, she was Vice-President, Administration and Human Resources for that federal agency. She is a member of the Environment, Health and Safety Committee. She is a member of the Board of Directors of the Association of Canadian Port Authorities. Ms. Vachon is Chair of the Board of Directors of Cargo Montreal, the logistic and transportation metropolitain cluster. She is a governor member of theConseil patronal de l’environnement du Québecwhose mission is to mobilize Québec companies in order to promote their commitment towards environmental protection and the implementation of sustainable development. Ms. Vachon is also a member of the Board of Directors of SODES whose mission is to protect and promote the economic interests of the St. Lawrence maritime community from a sustainable development perspective. She also sits on the Board of Directors of theCercle des présidents (Québec). In 2014, she received the St. Lawrence Award, which is awarded to individuals whose actions have been noteworthy in the marine industry. She holds the degree of Bachelor in Administration, majoring in Human Resources Management from the University of Sherbrooke.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014 ($)(6)SHARES
    DSUs
    SHARES
    DSUs—
    6,114
    —
    2,486
    3,628
    42,920














19


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Annual Information Form


Principal occupation :
    Executive Vice-President Chief Financial and Administrative Officer Gildan Activewear Inc.Committee(s) :
    Audit and Finance (Member)2014 Annual Meeting Votes in favour (%) : 98.84Laurence G. Sellyn
        Age 65Beaconsfield (Québec)Canada
        Independent(1)
        Director since 2013
    Mr. Sellyn joined Gildan Activewear in April 1999, where he holds the position of Executive Vice-President, Chief Financial and Administrative Officer. Prior thereto, he held several senior management positions with well recognized Canadian public companies. From 1992 to 1999, he held the position of Chief Financial Officer and Senior Vice-President of Finance and Corporate Development of Wajax Inc. Mr. Sellyn held successive positions of increasing responsibility at Domtar Inc., including acting as Corporate Controller from 1987 to 1991. He is a U.K. Chartered Accountant. He holds a Masters degree in Modern Languages and Literature from Oxford University. Mr. Sellyn sits on the Boards of Directors of Beyond the Rack Enterprises Inc. and Noble Iron Inc.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF DECEMBER 31, 2014 ($)(6)SHARES
    DSUs
    SHARES
    DSUs20,000
    12,221
    20,000
    4,970
    7,251
    226,191














Principal occupation :
    President and Chief Executive OfficerCommittee(s) :
    N.A.2014 Annual Meeting Votes in favour (%) : N.A.Mario Plourde
        Age 53Kingsey Falls (Québec)Canada
        Non-Independent
        Director since November 2014
    Mr. Plourde is President and Chief Executive Officer of the Corporation since May 2013. He has been in the employ of the Corporation since 1985 and has held several senior management positions such as Vice-President and Chief Operating Officer of Cascades' Specialty Products Group. He was named President of this Group in 2000. In 2011, he was appointed Chief Operating Officer of the Corporation. He joined the Board of Directors of Cascades on November 6, 2014. Monsieur Plourde also sits on the Board of Directors of Transcontinental Inc., and is a member of the Governance Committee. Actively involved in social and community affairs, he was awarded in 2012, thePrix bâtisseur - Tour CIBC Charles Bruneau,(a foundation  for pediatric cancer research).Monsieur Plourde holds a Bachelor's degree in Business Administration, majoring in Finance from theUniversité du Québecin Montréal.


INFORMATION ON EQUITY HOLDINGSDECEMBER 31, 2014
    DECEMBER 31, 2013
    TOTAL NET CHANGE (#)
    TOTAL VALUE AT RISKAS OF  DECEMBER 31, 2014 ($)(6)SHARES
    DSUs
    SHARES
    DSUs103,910
    —
    90,236
    —
    13,674
    729,448





|    |                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | "Independent" refers to the standards of independence established under Section 1.2 of the Canadian Securities Administrators’ National Instrument 58-101 (Disclosure of Corporate Governance Practices).

|    |                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Held directly or indirectly by Gestion Bernard Lemaire Inc., of which Bernard Lemaire is the sole voting shareholder. This amount does not include the 500,000 shares transferred to La Fondation de la Famille Lemaire, reserving his voting rights related thereto.

|    |                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Held directly or indirectly by Gestion Laurent Lemaire Inc., of which Laurent Lemaire is the sole voting shareholder. This amount does not include the 500,000 shares transferred to La Fondation de la Famille Lemaire, reserving his voting rights related thereto.

|    |                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------
|(4) | Held directly or indirectly by Gestion Alain Lemaire Inc., of which Alain Lemaire is the sole voting shareholder.

|    |                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------
|(5) | 186,277 shares are held directly or indirectly by Tremer II Inc., a company in which Ms. Lemaire holds a 50% shareholding.

|    |                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | The total value at risk is based on the closing share price of the Common Shares of the Corporation on the Toronto Stock Exchange (TSX) on December 31, 2014 ($7.02).

|    |                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------
|(7) | Bernard Lemaire is not seeking a new mandate at the upcoming Annual General Meeting of Shareholders.




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Annual Information Form


8.2  Cease Trade Orders, Bankruptcies, Penalties or Sanctions





To the Corporation’s knowledge, no director or executive officer of the Corporation and no shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation:





|   |                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a) | is or has been in the past ten years before the date of this Annual Information Form a director or executive officer of any other company that, while that person was acting in that capacity,

|   |                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|i) | was the subject of a cease trade or similar order, or an order that denied the other issuer access to any exemption under securities legislation for a period or more than 30 consecutive days;

|    |                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ii) | was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the Corporation being the subject of a cease trade or similar order or an order that denied the other issuer access to any exemption under securities legislation for a period of more than 30 consecutive days; or

|     |                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|iii) | within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets;




|   |                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | was subject to court-imposed penalties or sanctions relating to securities legislation or by a securities regulatory authority, or entered into a settlement agreement with such authority; or




|   |                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|c) | was subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.




To the Corporation’s knowledge, no director or officer of the Corporation and no shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, or a personal holding company of any such persons, has within the 10 years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or its assets.





Furthermore, to the knowledge of the Corporation, no proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.


































































































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Annual Information Form


8.3  Information concerning Executive Officers


Executive Officers
    Occupation in the CorporationAlain Lemaire
        Kingsey Falls, Québec
    Executive Chair of the Board of DirectorsMario Plourde
        Kingsey Falls, Québec
    President and Chief Executive OfficerAllan Hogg
        Kingsey Falls, Québec
    Vice-President and Chief Financial OfficerMaryse Fernet
        Kingsey Falls, Québec
    Vice-President, Human ResourcesDominic Doré
        Mont-Saint-Hilaire, Québec
    Vice-President, Information TechnologyHugo D'Amours
        Saint-Bruno de Montarville, Québec
    Vice-President, Communications and Public AffairsLéon Marineau
        Kingsey Falls, Québec
    Vice-President, EnvironmentRobert F. Hall
        Canton de Hatley, Québec
    Vice-President, Legal Affairs and Corporate SecretarySuzanne Blanchet
        La Prairie, Québec
    Senior Vice-President, Corporate DevelopmentPascal Aguettaz
        Kingsey Falls, Québec
    Vice-President, Corporate ServicesJean Jobin
        Sainte-Catherine, Québec
    President and Chief Operating Officer, Tissue Papers GroupMarc-André Dépin
        Boucherville, Québec
    President and Chief Executive Officer, Containerboard Group (Norampac)Luc Langevin
        Notre-Dame-des-Prairies, Québec
    President and Chief Operating Officer, Specialty Products Group








During the past five years, each of the Executive Officers of the Corporation have been engaged in their present principal occupations or in other executive capacities for the Corporation or with related or affiliated companies indicated opposite their name, except for Mr. Hugo D'Amours, who was appointed Vice-President, Communications and Public Affairs, on January 21, 2013. Prior thereto, Mr. D'Amours was Press Secretary and Director of Media Relations for the Premier of Québec.





As at December 31, 2014 , the Directors and Executive Officers of the Corporation listed herein beneficially owned as a group, or exercised control or direction over, directly or indirectly, 31,419,853 Common Shares representing 33.36 % of the Common Shares issued and outstanding.





ITEM 9 - LEGAL PROCEEDINGS





In the normal course of operations, the Corporation is party to various legal actions and contingencies, mostly related to contract disputes, environmental, product claims, and labour issues.  While the final outcome with respect to legal actions outstanding or pending as at December 31, 2014 cannot be predicted with certainty, it is management’s opinion that the outcome will not have a material adverse effect on the Corporation’s consolidated financial position, results of its operations or its cash flows.








ITEM 10 - TRANSFER AGENTS AND REGISTRARS





Cascades’ transfer agent and registrar is Computershare Investor Services Inc. (“Computershare”), having its place of business in Montréal, Québec, Canada at 1500 Robert-Bourassa Blvd., 7 th Floor, H3A 3S8.  The register of transfers of the Common Shares of the Corporation maintained by Computershare is located in the same office in Montreal.








ITEM 11 - MATERIAL CONTRACTS





The only material contracts entered into during the year ended December 31, 2014 or in prior years that are still in effect and filed on SEDAR and EDGAR, as required by applicable legislations, are :





Amended and Restated Credit Agreement, dated February 10, 2011, amongst Cascades Inc., Cascades USA Inc., Cascades Europe SAS, The Bank of Nova Scotia as collateral agent and syndication agent, National Bank of Canada as administrative agent, and a syndicate of lenders named therein, as lenders, as amended on August 30, 2012 and March 1, 2013 (the “Credit Agreement”).  Upon the terms of the amended and restated Credit Agreement, the revolving and


22


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Annual Information Form


term credit facilities were consolidated into a new $750 million revolving credit facility maturing in February 2015, this maturity date having been extended to February 10, 2016.





Indenture dated December 23, 2009, amongst Cascades, the Subsidiary Guarantors party thereto and The Bank of Nova Scotia Trust Company of New York, as trustee, pursuant to which Cascades issued 77⁄8% Senior Notes due 2020, as amended by Supplemental Indentures dated September 2, 2011, November 18, 2011, April 13,2012, March 8, 2013 and March 16, 2015.





Indenture dated June 19, 2014, amongst Cascades, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, pursuant to which Cascades issued 5.50% senior notes due in 2022, as amended by Supplemental Indentures dated March 16, 2015.





Indenture dated June 19, 2014, amongst Cascades, the Subsidiary Guarantors party thereto Computershare Trust Company of Canada, as trustee, pursuant to which Cascades issued 5.50% Senior Notes due 2021, as amended by Supplemental Indentures dated March 16, 2015.





Amended and Restated Credit Agreement, by and among Greenpac Holding LLC, as borrower, Caisse de dépôt et placement du Québec et Cascades USA Inc., as Lenders, and Caisse de dépôt et placement du Québec, as Agent to the Lenders, dated as of May 14, 2012.





Joint Venture Formation Agreement between Maritime Paper Products Limited (MPPL) and Cascades Canada ULC  in respect of Maritime Paper Products Limited Partnership relating to the integration of  the Containerboard Group's Newfoundland and Moncton (New Brunswick) plants dated as of November 27, 2013. Filed on SEDAR only.





ITEM 12 - INTERESTS OF EXPERTS





PricewaterhouseCoopers LLP, Partnership of chartered professional accountants (“PwC”), is the Independent Auditor of the Corporation who have prepared the Independent Auditor’s report dated March 12 , 2015 in respect of the Corporation’s consolidated financial statements with accompanying notes as at and for the years ended December 31, 2014 and 2013 .  PwC has advised that they are independent with respect to the Corporation within the meaning of the Code of Ethics of the Ordre des comptables professionnels agréés du Québec.








ITEM 13 - AUDIT AND FINANCE COMMITTEE





13.1  Composition and mandate





The Audit and Finance Committee (the “Committee”) is composed of Messrs Georges Kobrynsky, (Chair), James B.C. Doak and Laurence G. Sellyn. The Committee is governed by a charter which is attached to this AIF as Schedule A. The Corporation has 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 in accordance with the definition provided in section 1.4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators and are financially literate.














13.2  Relevant Education and Experience of the Members





The following describes the relevant education and experience of each member of the Committee that provides him with (a) an understanding of the accounting principles used by the Corporation to prepare its financial statements, (b) the ability to assess the general application of such accounting principles, (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to those that can reasonably be expected to be raised by the Corporation’s financial statements or experience actively supervising one or more persons engaged in such activities and (d) an understanding of internal controls and procedures for financial reporting.


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Name of Committee Member
    Relevant Education and ExperienceGeorges Kobrynsky
    Mr. Kobrynsky is a Director of companies and held the position of Senior Vice-President, Investments, Forest Products of the Société générale de financement du Québec from 2005 to 2010. He also held for more than 30 years, various senior positions at Domtar Inc. Mr. Kobrynsky is both financially and operationally literate and understands the breadth and complexity of accounting issues that can reasonably be expected to be raised in the course of reviewing the Corporation’s financial statements. Mr. Kobrynsky is member of the Board of Directors of Supremex Inc.James B.C. Doak
    An economist, Mr. Doak has more than 20 years of experience as a chartered financial analyst and is a past President and Director of the Toronto CFA Society. He has been a Board member of several public companies, namely, PetroKazahstan Inc., Superior Propane Inc., and Spar Aerospace Inc. He has held senior positions with ScotiaMcLeod Inc., First Marathon Securities Ltd. and McLeod Young Weir Ltd., and was the founder of Enterprise Capital Management Inc., where he served as President from 1997 to 2002. He was President and Managing Director of Megantic Asset Management Inc., an investment company and is co-founder of Sui Generis Investments Partners, a Toronto-based investment company.Laurence G. Sellyn
    Mr. Sellyn is Executive Vice-President and Chief Financial and Administrative Officer of Gildan Activewear Inc. He served as Chief Financial Officer and other senior level corporate officer positions with long established Canadian public companies in a variety of industries. Mr. Sellyn is a U.K. chartered accountant and is both financially and operationally literate and understands the breadth and complexity of accounting issues that can reasonably be expected to be raised in the course of reviewing the Corporation’s financial statements.





13.3  Independent Auditor Services Fees





The following table sets out the fees incurred and paid to the Independent Auditor PricewaterhouseCoopers LLP, Partnership of chartered professional accountants  in Canadian dollars in the past two fiscal years for various services provided to the Corporation and its subsidiaries :





SERVICES
    
    FEESDecember 31, 2013
    
    December 31, 2014Audit Fees(1)
    $
    1,803,467
    
    
    $1,665,094Audit-Related Fees(2)
    $
    355,413
    
    
    $557,936Tax Fees(3)
    $
    188,299
    
    
    $191,241Other Fees(4)
    N/A
    
    N/ATotal
    $
    2,347,179
    
    
    $2,414,271





|    |                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------
|(1) | Professional services provided in connection with statutory and regulatory filings and audit of the annual financial

statements of the Corporation.


(2)    Professional services related to auditing as well as consultations on accounting and regulatory matters.


(3)    Professional services regarding compliance with income tax laws.


(4)    Various other services.








13.4  Policies and Procedures for the Engagement of Audit and Non-Audit Services





The Corporation’s Audit and Finance Committee has adopted a Pre-approval Policy and Procedures, as amended, for services provided by the Independent Auditor (the “Policy”) which sets forth the procedures and the conditions pursuant to which permissible services proposed to be performed by the Independent Auditor are pre-approved.  Under the terms of the Policy, services that involve annual fees of less than $25,000 up to an annual limit of $50,000 are pre-approved.  The Committee has delegated to the Chairman of the Committee pre-approval authority for any services not previously approved by the Committee that involve the payment of unbudgeted fees up to a maximum of $100,000 per mandate.  Services that involve fees of more than $100,000 require pre-approval of all the members of the Committee.








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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 16 , 2015 for the Annual General Meeting of Shareholders.





Also, additional financial information pertaining to the fiscal year ended December 31, 2014 including Management’s Discussion and Analysis is presented in the Corporation’s 2014  Annual Report.





In addition, the following documents may be obtained, upon written request, from the Corporation’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 Corporation, 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 Corporation, a copy of the comparative financial statements of the Corporation for its most recently completed financial year for which financial statements have been filed together with the accompanying Independent Auditor’s report, and the Management's Discussion and Analysis and one copy of any interim financial statements of the Corporation that have been filed, if any, for any period after the end of its most recently completed financial year;





iii) one copy of the Corporation’s Management Proxy Circular in respect of its most recent Annual General Meeting of Shareholders that involved the election of Directors ; 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, a copy of the documents referred to in a) i) to iii) above, may be obtained from the Corporate Secretary of the Corporation, at the address indicated below, provided that the Corporation may require the payment of a reasonable fee if the request is made by a person or company who is not a security holder of Cascades.




Most of the above-mentioned information relating to the Corporation may be found on SEDAR at www.sedar.com and on the Corporation’s website at www.cascades.com .





Cascades Inc.


Corporate Secretariat


404 Marie-Victorin Blvd., P.O. Box 30


Kingsey Falls, Québec J0A 1B0


Telephone:  (819) 363-5100


Telecopier:  (819) 363-5127





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SCHEDULE A


CHARTER





OF THE AUDIT AND FINANCE COMMITTEE





OF THE BOARD OF DIRECTORS OF CASCADES INC. (the « Corporation »)











1.    Purpose





The purpose of this charter is to describe the role of the Audit and Finance 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 Corporation’s  financial statements;




|  |                                        
|- | ---------------------------------------
|• | the enterprise risk management process;




|  |                                            
|- | -------------------------------------------
|• | accounting and financial reporting process;




|  |                                                       
|- | ------------------------------------------------------
|• | systems of internal accounting and financial controls;




|  |                                                                    
|- | -------------------------------------------------------------------
|• | independent auditor’s qualifications, independence and performance;




|  |                                     
|- | ------------------------------------
|• | internal audit function and process;




|  |                                                                                                                        
|- | -----------------------------------------------------------------------------------------------------------------------
|• | the Corporation’s compliance with legal and regulatory requirements relating to the Corporation’s financial statements;




|  |                                                                                  
|- | ---------------------------------------------------------------------------------
|• | 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 Corporation’s financial reporting process on behalf of the Board as well as to report its activities regularly to the Board. Management of the Corporation is responsible for the preparation, the presentation and the integrity of the Corporation’s financial statements and for the effectiveness of internal control over financial reporting.





Management is 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 independent auditor is responsible for planning and carrying out audits of the Corporation’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 independent auditor, the internal auditor and management of the Corporation.








3.    Composition and organization





The Committee shall be composed of a minimum of three independent directors, as appointed by the Board at its first meeting following the annual shareholders meeting. Each member of the Committee shall satisfy the applicable independence and experience requirements of the laws governing the Corporation, the applicable stock exchanges on which the Corporation’s securities are listed and applicable securities regulatory authorities.





Each Committee member must be financially literate in accordance with applicable laws 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 Corporation or the person designated as Secretary will be secretary for all meetings of the Committee and will keep minutes of the Committee’s deliberations.




















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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 independent auditor, 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 Chairman 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 free and open access to management, to the internal auditor and to the independent auditor 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 remuneration, 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 Corporation, 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





|  |                                                                                                                                                                                         
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Reviews  the quality and integrity of the Corporation’s accounting and financial reporting system through discussions with management, the independent auditor and the internal auditor;




|  |                                                                                                                                                                                                                                                                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | reviews with management and the independent auditor the annual audited financial statements of the Corporation, including the information contained in management’s discussion and analysis, related press releases and the independent auditor’s report on the annual audited financial statements prior to public disclosure and filing with the Securities Regulatory Authorities;




|  |                                                                                                                                                                                                                                                           
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | reviews 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 Regulatory Authorities;




reviews 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;





|  |                                                                                                                                                                                                                                                
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | reviews with the independent auditor and management, the quality, appropriateness and disclosure of the Corporation’s accounting principles and policies, the underlying assumptions and reporting practices, and any proposed changes thereto;




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | reviews financial analysis and other written communications prepared by management, the internal auditor or the independent auditor, 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 methods in conformity with International Financial Reporting Standards («IFRS») on the financial statements;




|  |                                                                                                      
|- | -----------------------------------------------------------------------------------------------------
|• | verifies the compliance of management certification of financial reports with applicable legislation;




|  |                                                                                                                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | reviews important litigation and any regulatory or accounting initiatives that could have a material effect on the Corporation's s financial situation or operating results and the appropriateness of the disclosure thereof in the documents reviewed by the Committee;




|  |                                                                                                                                                                                                                                  
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | reviews 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 independent auditor.
















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|    |                                     
|--- | ------------------------------------
|5.2 | Risk management and internal control




|  |                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | periodically receives management’s report assessing the adequacy and effectiveness of the Corporation’s disclosure controls and procedures and systems of internal control;




|  |                                                                                             
|- | --------------------------------------------------------------------------------------------
|• | reviews insurance coverage for the Corporation annually and as may otherwise be appropriate;




|  |                                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | monitors the capital structure of the Corporation and ensures that it has the capacity and the flexibility required to implement its strategic plan to meet the demands of debt repayment;




|  |                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------
|• | evaluates the effectiveness of the Corporation’s overall system of internal controls as well as the process of identifying and managing key risks;




|  |                                                                                                                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------------------
|• | examines the relevance of any form of financing where the total value of the indebtedness exceeds 5% of the net book value of the Corporation;




|  |                                                                                                                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | reviews significant capital costs and other major expenditures, related party transactions and any other transactions which could alter the Corporation’s financial or organizational structure, including off-balance sheet items;




|  |                                                                                                                                                             
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | periodically enquires as to the funding of the retirement plans as well as the investment management, the structure and performance of the retirement plans;




|  |                                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | assists the Board in carrying out its responsibility for ensuring that the Corporation is compliant with applicable legal and regulatory requirements relating to the financial statements;




|  |                                                                                                                                                                                                                                                                                                        
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | while ensuring confidentiality and anonymity,  establishes  procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, including employee concerns regarding accounting or auditing matters.




|  |                                                                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | periodically reviews with the Board, the internal auditors and the independent auditor of the Corporation and senior management, the Corporation’s antifraud program and practices.







|    |                        
|--- | -----------------------
|5.3 | Internal Audit Function




|  |                                                                                                                                                                     
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | reviews with management, the internal audit staff qualifications and experience and, if required, recommends the appointment or replacement of the internal auditor;




|  |                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------
|• | regularly assesses the internal audit function’s performance, its responsibilities, its staffing, budget and the compensation of its members;




|  |                                          
|- | -----------------------------------------
|• | annually reviews the internal audit plan;




|  |                                                                                                                                                                                                                                                                      
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | undertakes 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 independent auditor, and any unresolved differences of opinion or disputes.







5.4 Independent Auditor





|  |                                                                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | recommends to the Board, the appointment of the independent auditor and, if appropriate, their removal (in both cases, subject to shareholder approval), evaluates and compensates them and assesses their qualifications, performance and independence;




|  |                                                                                                                        
|- | -----------------------------------------------------------------------------------------------------------------------
|• | ensures that as representatives of the shareholders, the independent auditor reports to the Committee and to the Board;




|  |                                                                                                                                                                                                      
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | approves all audit services provided by the independent auditor and determines and approves in advance, non audit services provided, in compliance with applicable legal and regulatory requirements;




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | discusses with the independent auditor the quality and not just the acceptability of the Corporation’s accounting 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 Corporation and the independent auditor, including any disagreement or unresolved differences of opinion between management and the independent auditor that could have an impact on the financial statements;




|  |                                                                                                                                                                                                                                                                                                                                                                
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | reviews at least once a year the independent auditor’s report stating all relationships the independent auditor  has  with the Corporation and confirming their independence, and holding discussions with the independent auditor as to any relationship or services that may impact the quality of the audit services, or their objectivity and independence;




|  |                                                                                                                                                  
|- | -------------------------------------------------------------------------------------------------------------------------------------------------
|• | reviews and approves policies for the Corporation’s hiring of partners and employees or former partners and employees of the independent auditor.

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5.5 Performance Evaluation of the Committee





|  |                                                                                                                                                                                                                   
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | prepares and reviews with the Board, an annual performance evaluation of the Committee and its members and assesses once a year, the adequacy of its mandate and, if required, makes recommendations to the Board.




Approved by the Board of Directors on March 12, 2014.





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