INTERTAPE POLYMER GROUP INC.





                          MANAGEMENT PROXY CIRCULAR
                             IN CONNECTION WITH
                       THE ANNUAL AND SPECIAL MEETING
                              OF SHAREHOLDERS
                               TO BE HELD ON
                                JUNE 2, 2004

                      INTERTAPE POLYMER GROUP INC. (TM)
<PAGE>

                         MANAGEMENT PROXY CIRCULAR


Solicitation of Proxies

     This Management Proxy Circular (the "Circular"), which is being mailed to
shareholders on or about May 3, 2004, is furnished in connection with the
solicitation by the management of Intertape Polymer Group Inc. (the
"Corporation") of proxies to be used at the Annual and Special Meeting of
Shareholders of the Corporation (the "Meeting") to be held on June 2, 2004 at
the time and place and for the purposes set forth in the accompanying notice
of Annual and Special Meeting of Shareholders, or any adjournment thereof. The
solicitation will be primarily by mail but may also be made by telephone or
other means of telecommunication by regular employees of the Corporation at
nominal cost. The cost of the solicitation will be borne by the Corporation.
     All dollar amounts set forth in this Circular are in Canadian dollars,
except as otherwise indicated.

Appointment of Proxyholders and Revocation of Proxies

     A shareholder may appoint as proxyholder a person other than the directors
of the Corporation named in the accompanying form of proxy to attend and vote
at the Meeting in his stead, and may do so by inserting the name of such other
person, who need not be a shareholder, in the blank space provided in the form
of proxy or by completing another proper form of proxy.

     In order for proxies to be recognized at the Meeting, the completed forms
of proxy must be received at the office of the Corporation's Canadian transfer
agent, CIBC Mellon Trust Company, 2001 University Street, 16th Floor, Montreal,
Quebec, not less than 48 hours prior to the Meeting.

     A shareholder, or his attorney authorized in writing, who executed a form
of proxy may revoke it in any manner permitted by law, including the depositing
of an instrument of revocation in writing at the principal place of business
of the Corporation, 110E Montee de Liesse, Montreal, Quebec H4T 1N4, at any
time up to and including the last business day preceding the day of the
Meeting or an adjournment thereof or with the Chairman of the Meeting or an
adjournment thereof on the day of the Meeting but prior to the use of the
proxy at the Meeting.

Non-Registered Holders

     The information set forth in this section is important to the many
shareholders who do not hold their common shares of the Corporation in their
own names (the "Non-Registered Holders").  Non-Registered Holders should note
that only proxies deposited by shareholders whose names appear on the records
of the Corporation as the registered holders of shares can be recognized and
acted upon at the Meeting.  However, in many cases, common shares of the
Corporation beneficially owned by a Non-Registered Holder are registered either:

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

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

     In accordance with the requirements of National Instrument Policy 54-101
of the Canadian Securities Administrators, the Corporation has distributed
copies of the Notice of Meeting, this Management Proxy Circular, the form of
proxy and the 2003 Annual Report including management's discussion and analysis
(collectively, the "Meeting Materials") to the clearing agencies and
Intermediaries for onward distribution to Non-Registered Holders.

     Intermediaries are required to forward the Meeting Materials to Non-
Registered Holders unless a Non-Registered Holder has waived the right to
receive them. Very often, Intermediaries will use service companies to forward
the Meeting Materials to Non-Registered Holders. Generally, Non-Registered
Holders who have not waived the right to receive the Meeting Materials will
either:

     1.  be given a proxy which is signed by the Intermediary (typically by a
facsimile, stamped signature) and already sets forth the number of common
shares beneficially owned by the Non-Registered Holder but which is otherwise
uncompleted.  This form of proxy need not be signed by the Non-Registered
Holder.  The Non-Registered Holder who wishes to submit a proxy should properly
complete the form of proxy and deposit it with CIBC Mellon Trust Company as
described above;

     2.  more typically, be given a voting instruction form which must be
completed and signed by the Non-Registered Holder in accordance with the
directions on the CIBC Mellon Trust Company voting instruction form.

     The majority of brokers now delegate responsibility for obtaining
instructions from clients to ADP Investor Communications Corporation ("ADP"
formerly IICC).  ADP typically mails a proxy form to the Non-Registered
Holders and asks Non-Registered Holders to return the proxy form to ADP (the
ADP form also allows completion of the voting instructions form by telephone.)
ADP then tabulates the results of all instructions received and provides
appropriate instructions respecting the voting of shares to be represented at
a shareholders' meeting.  A Non-Registered Holder receiving a proxy form from
ADP cannot use that proxy to vote shares directly at the Meeting.  The proxy
must be returned to ADP well in advance of the Meeting in order to have the
shares voted.

     Shares held by brokers or their agents or nominees can be voted for or
against resolutions only upon the instructions of the Non-Registered Holder.
Without specific instructions, brokers and their agents and nominees are
prohibited from voting shares for the broker's clients.   The purpose of these
procedures is to permit Non-Registered Holders to direct the voting of the
common shares they beneficially own.

     Should a Non-Registered Holder who receives either a proxy or a voting
instruction form wish to attend and vote at the Meeting in person (or have
another person attend and vote on behalf of the Non-Registered Holder), the
Non-Registered Holder should strike out the names of the persons named in the
proxy and insert the Non-Registered Holder's (or such other person's) name in
the blank space provided, or, in the case of a voting instruction form, follow
the corresponding directions on the form.  In either case, Non-Registered
Holders should carefully follow the instructions of their Intermediaries and
their service companies and ensure that instructions respecting the voting of
their shares are communicated to the appropriate person.

Exercise of Discretion by Proxyholders

     The persons whose names are printed on the accompanying form of proxy
will, on a show of hands or any ballot that may be called for, vote or withhold
from voting the shares in respect of which they are appointed in accordance
with the direction of the shareholder appointing them. If no choice is specified
by the shareholder, the shares will be voted for the election of the nominees
for directors set forth in this Circular under the heading "Election of
Directors", for the appointment of the auditors set forth in this Circular
under the heading "Appointment and Remuneration of Auditors" and in favour of
the resolution approving, ratifying and confirming the amendments to the
Corporation's Executive Stock Option Plan described in this Circular under the
heading "Amendments to the Executive Stock Option Plan".

     The enclosed form of proxy confers discretionary authority upon the
persons named therein with respect to amendments or variations to matters
identified in the notice of the Meeting and to other matters which may properly
come before the Meeting. As at the date hereof, management knows of no such
amendment, variation or other matters to come before the Meeting. If any
matters which are not now known should properly come before the Meeting, the
persons named in the form of proxy will vote on such matters in accordance with
their best judgment.

Shareholder Proposals for the 2005 Annual Meeting

     Shareholder proposals intended to be presented at the Corporation's 2005
Annual Meeting of Shareholders must be submitted for inclusion in the
Corporation's proxy materials prior to March 1, 2005.

Voting Shares and Principal Holders Thereof

     As at April 26, 2004, the Corporation had 41,060,001 common shares
outstanding, being the only class of shares entitled to be voted at the Meeting.
Each holder of such shares is entitled to one vote for each share registered
in his name as at the close of business on April 26, 2004, being the date fixed
by the Board of Directors of the Corporation for the determination of the
registered holders of such shares who are entitled to receive the Notice of
Annual and Special Meeting of Shareholders enclosed herewith (the "Record
Date"). In the event that such a shareholder transfers the ownership of any
of his shares after the Record Date, the transferee of such shares shall be
entitled to vote at the Meeting if he produces properly endorsed share
certificates or otherwise establishes proof of his ownership of the shares and
demands, not later than ten days before the Meeting, that his name be included
in the list of shareholders entitled to vote. This list of shareholders will
be available for inspection on and after the Record Date during usual business
hours at the registered office of the Corporation and at the Meeting.

     To the knowledge of the directors and officers of the Corporation, no
person beneficially owns or exercises control or direction over shares carrying
 more than ten percent of the voting rights attached to all shares of the
Corporation.

Election of Directors

The Articles of the Corporation stipulate that the Board of Directors shall
consist of a minimum of one and a maximum of eleven directors. The entire Board
of Directors currently consists of seven members all of whom were members of
the Board prior to the last annual shareholders meeting held on June 11, 2003.
The following sets out information regarding each of the seven persons
proposed by management as nominees for election as directors to hold office
until the next succeeding annual meeting of shareholders of the Corporation or
until their successors are elected or appointed.

<TABLE>
<CAPTION>
                                                                                                  As at April 26, 2004
                                                                                          Control or Direction of the
                                                                                             Corporation is Exercised by
                                                                                                    Means of (1)
                                                                                            ____________________________
         Name                  Age       Position or office                                 Common         Options to
                                          with Corporation            Director Since	    Shares       Purchase Shares
<S>                            <C>    <C>                           <C>                     <C>              <C>
Melbourne F. Yull(4)           63     Director, Chairman of the     December 22, 1989(5)    544,519          879,000
                                      Board and Chief Executive
                                      Officer
Michael L. Richards(2)(4)      65     Director                      December 22, 1989(5)     77,600           36,000
Ben J. Davenport, Jr.(2)(4)    61     Director                      June 8, 1994             18,000           36,000
L. Robbie Shaw(2)(3)(4)        62     Director                      June 8, 1994              5,750           33,500
Gordon R. Cunningham(2)(3)(4)  59     Director                      May 21, 1998             15,000           29,000
J. Spencer Lanthier(3)(4)      63     Director                      June 20, 2001             2,000           20,000
Thomas E. Costello(3)(4)       64     Director                      November 22, 2002             0           12,500
                                                                                            _______        _________
                                                                                            662,869        1,046,000
</TABLE>
__________


(1)  This information, not being within the knowledge of the Corporation, was
furnished by the respective nominees individually.
(2)  Member of Compensation Committee.
(3)  Member of Audit Committee.
(4)  Member of Nominating & Governance Committee
(5)  Director of the predecessor company since 1981.

     Melbourne F. Yull, a resident of Sarasota, Florida was appointed Chairman
of the Board and Chief Executive Officer on January 11, 1995, having been the
President and a director of the Corporation or a predecessor thereof since
1981.

     Michael L. Richards, a resident of Westmount, Quebec, is a senior partner
in the law firm Stikeman Elliott LLP, Montreal, Quebec.

     Ben J. Davenport, Jr., a resident of Chatham, Virginia, is the Chief
Executive Officer of Chatham Oil Company, a distributor of oil, gasoline and
propane.  He also serves as Chairman and Chief Executive Officer of First
Piedmont Corporation, a waste hauling business.

     L. Robbie Shaw, a resident of Halifax, Nova Scotia, is the former Vice-
President of Nova Scotia Community College and currently acts as a consultant
for the College.

     Gordon R. Cunningham, a resident of Toronto, Ontario, is President of
Cumberland Asset Management Corp., a discretionary investment management firm.

     J. Spencer Lanthier, a resident of Toronto, Ontario currently serves as
a member of the board of directors of several publicly traded corporations.
From 1993 to 1999, Mr. Lanthier held the position of Chairman and Chief
Executive Officer of KPMG Canada and was a member of the KPMG international
executive committee and board of directors.

     Thomas E. Costello, a resident of Longboat Key, Florida, was the Chief
Executive Officer, from 1991 to 2002, of xpedx, a wholly-owned subsidiary
of the International Paper Company.

     If any of the above nominees is for any reason unavailable to serve as
a director, proxies in favour of management will be voted for another nominee
in the discretion of the persons named in the form of proxy unless the
shareholder has specified in the proxy that his shares are to be withheld
from voting on the election of directors. The Board of Directors recommends
a vote in favour of each of the nominees.

Executive Compensation


     1.  Summary Compensation Table

     The following table sets forth all compensation paid in respect of the
individuals who were, at December 31, 2003, the Chief Executive Officer and
the other four most highly compensated executive officers of the Corporation
(the "named executive officers").

<TABLE>
<CAPTION>
                                       SUMMARY COMPENSATION TABLE

                                                                                         Long-Term
                                                                                        Compensation
                                                                                           Awards
                                                                                       Securities Under
                                                                       Other Annual    Options Granted
                                             Salary         Bonus      Compensation      As At FY-End
Name and Principal Position       Year         $              $            ($)(1)            (#)
___________________________       ____    ____________   ____________  ____________    ________________
<S>                               <C>     <C>            <C>           <C>                 <C>
M.F. Yull                         2003    U.S.$490,346   U.S.$ 30,000   U.S.$35,645        879,000
  Chairman of the Board and       2002    U.S.$475,000   U.S.$100,000   U.S.$50,190        819,000
  Chief Executive Officer         2001    U.S.$475,000              0   Cdn $42,828        668,000

H.D. McSween                      2003    U.S.$309,197   U.S.$ 15,000   U.S.$12,683        280,165
  President-Distribution          2002    U.S.$299,520   U.S.$ 25,000   U.S.$13,649        285,165
  Products                        2001    U.S.$300,498              0   U.S.$12,730        205,165

A.M. Archibald                    2003    U.S.$268,400   U.S.$ 12,500   U.S.$ 2,240        239,543
  Chief Financial Officer,        2002    U.S.$238,796              0   Cdn $   585        244,543
  Secretary, Vice President       2001    Cdn $350,144              0   Cdn $11,283        197,543
  Administration

J.B. Carpenter                    2003    U.S.$225,456   U.S.$ 10,000   U.S.$13,713        120,000
  President -                     2002    U.S.$218,400   U.S.$ 15,000   U.S.$14,950         90,000
  Woven Products                  2001    U.S.$220,040              0   U.S.$14,304         35,000

D.R. Yull                         2003    U.S.$224,000   U.S.$ 10,000   U.S.$18,220        189,800
  Vice-President Sales &          2002    U.S.$193,558   U.S.$ 15,000   U.S.$21,063        159,800
  Marketing                       2001    U.S.$178,156              0   U.S.$19,959        104,800
  Distribution Products
</TABLE>
__________

(1)     The amounts in this column relate primarily to taxable benefits on
        employee loans, to the Corporation's contributions to the pension plan
        and to expenses incurred by the Corporation in connection with
        automobiles that it puts at the disposal of certain of the named
        executive officers.

     The aggregate compensation for all executive officers and directors of
the Corporation who are not "named executive officers" for the fiscal year
ended December 31, 2003 amounts to U.S.$982,979.

2.	Executive Stock Option Plan

     In 1992, the Corporation established its ongoing Executive Stock Option
Plan (the "Plan") in respect of the common shares of the Corporation, such
Plan which has been amended from time to time.  The Plan is administered by
the Board of Directors. The shares offered under the Plan are common shares
of the Corporation.

     The purpose of the Plan is to promote a proprietary interest in the
Corporation among the executives, the key employees and the non-management
directors of the Corporation and its subsidiaries, in order to both encourage
such persons to further the development of the Corporation and to assist the
Corporation in attracting and retaining key personnel necessary for the
Corporation's long term success. The Board of Directors designates from time
to time from the eligible executives those executives to whom options are to
be granted and determines the number of shares covered by such options.
Generally, participation in the Plan is limited to persons holding positions
that can have an impact on the Corporation's long-term results.

     The number of common shares to which the options relate are determined by
taking into account, inter alia, the market price of the common shares and
each optionee's base salary. The exercise price payable for each common share
covered by an option is determined by the Board of Directors but will not be
less than the market value of the underlying common shares on the day preceding
the effective date of the grant. The Plan provides that options issued
thereunder shall vest 25% per year over four years. Currently the maximum
number of common shares that may be issued under the Plan is 3,361,661.

     In 2003, the named executive officers who were granted stock options were
M.F. Yull who was granted 80,000 options, H.D. McSween who was granted 60,000
stock options, A.M. Archibald who was granted 56,000 stock options, J.B.
Carpenter who was granted 30,000 stock options and D.R. Yull who was granted
30,000 stock options.

     The following table sets forth each grant of options to the named
executive officers under the Plan during the financial year ended December 31,
2003.


<TABLE>
             OPTION GRANTS DURING THE FINANCIAL YEAR ENDED DECEMBER 31, 2002

<CAPTION>
                                 % of the Total
                                Number of Options
                                That Were Granted
                  Securities      To Employees
                    Under          During the                            Market Value of the
                   Options       Financial Year       Exercise Price      Common Shares on
                   Granted       ended Dec. 31,         (S/Common         The Date of Grant
   Name              (#)             2003                Share)           ($/Common Share)      Expiration Date
______________    __________     ________________     ______________     ____________________   _______________
<S>                 <C>             <C>                 <C>                   <C>                <C>
M.F. Yull           50,000          10.0%               U.S.$ 3.90            U.S.$ 3.90         March 31, 2009
                    30,000           6.0%               U.S.$ 7.05            U.S.$ 7.05         July 29, 2009

H.D. McSween        20,000           4.0%               U.S.$ 3.90            U.S.$ 3.90         March 31, 2009
                    25,000           5.0%               U.S.$ 4.28            U.S.$ 4.28         April 28, 2009
                    15,000           3.0%               U.S.$ 7.05            U.S.$ 7.05         July 29, 2009

A.M. Archibald      20,000           4.0%               U.S.$ 3.90            U.S.$ 3.90         March 31, 2009
                    21,000           4.2%               U.S.$ 4.28            U.S.$ 4.28         April 28, 2009
                    15,000           3.0%               U.S.$ 7.05            U.S.$ 7.05         July 29, 2009

J.B. Carpenter      18,000           3.6%               U.S.$ 3.90            U.S.$ 3.90         March 31, 2009
                    12,000           2.4%               U.S.$ 7.05            U.S.$ 7.05         July 29, 2009

D.R. Yull           18,000           3.6%               U.S.$ 3.90            U.S.$ 3.90         March 31, 2009
                    12,000           2.4%               U.S.$ 7.05            U.S.$ 7.05         July 29, 2009
</TABLE>


     As further highlighted in the table below, in 2003, the named executive
officers who exercised options were M.F. Yull who exercised 20,000 options,
H.D. McSween who exercised 40,000 options and A.M. Archibald who exercised
40,000 options.


              AGGREGATED OPTION EXERCISES DURING THE FINANCIAL YEAR ENDED
                DECEMBER 31, 2003 AND FINANCIAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                                      Value of
                                                        Unexercised                   Unexercised
                    Securities     Aggregate              Options                       Options
                     Acquired         Value              at FY-End                    at FY-End
                   on Exercise      Realized               (#)                          (U.S.$)
     Name              (#)            ($)         Exercisable/Unexercisable     Exercisable/Unexercisable
_______________    ___________    ____________    _________________________     _________________________
<S>                     <C>            <C>            <C>                           <C>
M.F. Yull            20,000       U.S.$129,600        567,750/311,250               6,704,388/2,713,188
H.D. McSween         40,000       U.S.$259,200        130,747/149,418               1,198,675/1,132,981
A.M. Archibald       40,000       U.S.$259,200        124,429/115,114                1,034,582/847,818
J.B. Carpenter            0                  0          37,500/82,500                 335,181/664,094
D.R. Yull                 0                  0         79,800/110,000                 973,891/982,406
</TABLE>


     3.  Pension Arrangements

     The Corporation maintains a defined contribution plan through its Canadian
subsidiary, Intertape Polymer Inc. ("IPI"), for its salaried employees in
Canada.

     Effective January 1, 2001, the Corporation amended and restated its USA
Employees' Retirement Plan to be a combined employee stock ownership plan and
401(k) plan, to change the name of the plan to the "Intertape Polymer Group Inc.
USA Employees' Stock Ownership and Retirement Savings Plan" and to bring the
plan into compliance with recent legislative changes.  The Corporation may make
annual discretionary matching contributions equal to a percentage of the
contributions made by employees, but in no event shall such contributions exceed
six percent of the employee's compensation deposited as elective contributions.
A subsidiary of the Corporation contributes to a multi-employer plan for
employees covered by collective bargaining agreements.  The Corporation's
expense for such retirement savings plans for the year ended December 31, 2003,
was U.S.$2,446,000 (U.S.$2,585,000 in 2002 and U.S.$2,295,000 in 2001).

     4.  Executive Employment Contracts and Termination of Employment of
Executives

     The Corporation entered into a new employment agreement with M.F. Yull on
January 1, 2004. Pursuant to the terms of the employment agreement (the
"Agreement"), M.F. Yull continues to serve as Chairman of the Board and Chief
Executive Officer of the Corporation and its subsidiaries. His annual gross
salary for the year 2003 was U.S.$491,625. His compensation level is reviewed
annually by the Corporation in accordance with its internal policies. M.F.
Yull's fixed annual gross salary for the year 2004 was set at U.S.$508,832.
The Agreement provides, inter alia, for annual bonuses based on the budgeted
objectives of the Corporation.

     The Agreement also provides for the payment of 36 months of M.F. Yull's
remuneration in the event of termination without cause or resignation within
six months of a change of control of the Corporation.  Further, it provides
for all options for the acquisition of common shares of the Corporation
previously granted to M.F. Yull to become immediately vested and exercisable
in the event of his termination without cause, or his resignation within
twelve months of a change of control of the Corporation, or his retirement at
any time after his 60th birthday or in the event of his death.  In addition
to his participation in the pension plan of IPI, the Agreement provides that
M.F. Yull will receive, upon his ceasing to be an employee for any reason, a
defined benefit supplementary pension annually for life equal to two percent
of his average annual gross salary for the final five years of his employment
multiplied by his years of service with the Corporation.

     Furthermore, the Agreement provides that if during the term of M.F. Yull's
employment a bona fide offer is made to all shareholders of the Corporation
which, if accepted, would result in a change of control of the Corporation,
then, subject to any applicable law, all of M.F. Yull's options which have not
yet become vested and exercisable shall become vested and exercisable
immediately.  Upon expiry of such bona fide offer, if it does not result in a
change of control of the Corporation, all of M.F. Yull's unexercised options
which were not vested prior to such offer, shall immediately revert to their
unvested status and to their former provisions with respect to the time of
their vesting.

     The Corporation has also entered into agreements as of January 2001 with
each of Messrs. A.M. Archibald, W.A. Barnes, J.B. Carpenter, B.H. Hildreth,
J.A. Jackson, G.C. Jones, H.D. McSween, S. Nelson, E. Nugent, K.R. Rogers, D.R.
Yull and G.A. Yull, and, as of January 2004 with V. DiTommaso and, as of
February 2004, with each of R. Owens, D. Tang, P. Greco and M.J. Dougherty.
These agreements provide that if, within a period of six months after a change
in control of the Corporation, (a) the executive voluntarily terminates his
employment with the Corporation, or (b) the Corporation terminates the
executive's employment without cause, such executive will be entitled to a
lump sum in the case of his resignation or an indemnity in lieu of notice in a
lump sum in the case of his termination, equal to 12 to 24 months of such
executive's remuneration at the effective date of such resignation or
termination, depending on his seniority.

     In addition, all options for the acquisition of common shares of the
Corporation previously granted to such executive shall become immediately
vested and exercisable.  Furthermore, these agreements also provide that if
during the term of the executive's employment a bona fide offer is made to all
shareholders of the Corporation which, if accepted, would result in a change
of control of the Corporation, then, subject to any applicable law, all of the
executive's options which have not yet become vested and exercisable shall
become vested and exercisable immediately.  Upon expiry of such bona fide
offer, if it does not result in a change of control of the Corporation, all of
the executive's unexercised options which were not vested prior to such offer,
shall immediately revert to their unvested status and to their former
provisions with respect to the time of their vesting.

     5.  Composition of Compensation Committee and Report on Executive
Compensation

     The overall philosophy of the Corporation as regards compensation is to be
competitive with similar manufacturing companies in order to attract and
retain high-quality executives with the expertise and skills required in the
business of the Corporation.

     The Compensation Committee is composed of four directors, being Ben J.
Davenport, Jr., Michael L. Richards, L. Robbie Shaw and Gordon R. Cunningham.
The Compensation Committee is appointed by the Board to discharge the Board's
responsibilities relating to compensation of the Corporation's directors and
officers. The Compensation Committee has overall responsibility for approving
and evaluating the director and officer compensation plans, policies and
programs of the Corporation. The Compensation Committee has the sole authority
to retain any compensation consultant to be used to assist in the evaluation
of director, CEO or senior executive compensation.

     The Compensation Committee annually reviews and approves the corporate
goals and objectives relevant to the CEO's compensation, evaluates the CEO's
performance in light of those goals and objectives and recommends to the Board
the CEO's compensation level based on this evaluation. In determining the
long-term incentive component of CEO compensation, the Compensation Committee
will consider the Corporation's performance and relative shareholder return,
the value of similar incentive awards to CEOs at comparable companies and the
awards given to the CEO in past years. Based on these recommendations, the
Board fixes the CEO's compensation. The current CEO, M.F. Yull, does not
participate in the Compensation Committee's or the Board of Directors'
deliberations as regards to his compensation.

     The Compensation Committee is also responsible to undertake an annual
review and to make recommendations to the Board with respect to the
compensation of all other directors, all other officers and key executives of
the Corporation, including awards to be granted under the Corporation's
Executive Stock Option Plan described above. The recommendation for the
granting of stock incentive awards to executive officers are submitted to the
Board for approval. In arriving at its decisions, the Compensation Committee
reviews industry comparisons for similar sized companies and for other
companies in the packaging materials sector. The Compensation Committee also
may use surveys from independent consultants from time to time to provide data
to review in order to adjust its compensation policies.

     Three primary components comprise the Corporation's compensation program:
basic salary, annual bonuses based on performance and long-term stock options.
Each element of compensation fulfills a different role in the attraction,
retention and motivation of qualified officers and employees.

     In accordance with the foregoing, base salaries are established at levels
which will enable the Corporation and its subsidiaries to attract, retain and
reward executive officers who can effectively contribute to the long-term
success and objectives of the Corporation. The annual bonus program is both
formula-based measured against pre-determined performance targets, and
discretionary.

     Stock options are granted periodically at the discretion of the Board of
Directors and based on the aforementioned recommendations of the Compensation
Committee.  Options are granted to provide key employees who have
responsibility for the management, growth and future success of the Corporation
with an opportunity for rewards as a result of stock price increases.  The
amount and terms of outstanding options are taken into account when
determining whether and how many new options will be granted.  To encourage
continued service, the options granted, if any, become exercisable over a
four year period in four equal annual instalments, commencing on the 1st
anniversary of the date of the grant.  The options have no value if the stock
price of the Corporation does not appreciate.  It is felt that this approach
closely aligns the interests of the executives and the shareholders.

     The above report has been submitted and approved by the following persons
who are the current members of the Corporation's Compensation Committee:

              Ben J. Davenport, Jr., Michael L. Richards, L. Robbie Shaw
              and Gordon R. Cunningham

Compensation of Directors

     In 2003, directors of the Corporation, who were not officers of the
Corporation, received an annual fee of U.S.$8,500 for their services as
directors and a fee of U.S.$750 for each board meeting attended (U.S.$375 for
telephone meetings). Furthermore, a total of 55,000 options to purchase common
shares of the Corporation were granted to directors of the Corporation who
were not officers of the Corporation. 45,000 of those options were granted at
an exercise price of U.S.$3.90 and 10,000 of those options were granted at an
exercise price of U.S.$7.05.

Minimum Stock Ownership Requirements for Directors and Officers

     Upon recommendations made by the Corporation's Compensation Committee, in
the first quarter of 2004 the Board of Directors passed resolutions
implementing a policy whereby the officers and directors of the Corporation
will be required to maintain ownership of a designated amount of common shares
of the Corporation. Set out in the paragraphs below is a summary of such
policy.

     The Chief Executive Officer of the Corporation is required to own that
number of common shares that has a value that is equal to five times his or
her base salary(1). Senior executive officers of the Corporation are required to
own that number of common shares that has a value that is equal to three times
their respective base salaries. All other executive officers of the Corporation
are required to own that number of common shares that has a value that is
equal to their respective base salaries. Directors of the Corporation are
required to own that number of common shares that has a value that is equal to
the aggregate of five times the total of the annual base retainer fees paid
to such directors plus the meeting fees paid to such directors for the four
regular quarterly meetings of the Board of Directors.
_________________________
(1)  The targets mentioned in these paragraphs are based on the salary levels
and the market price of the Corporation's common shares as of January 2004.
Adjustments will be made, as applicable in accordance with the policy, upon
the appointment of a new director or officer or upon the promotion of an
officer.


     Directors and officers of the Corporation have four years from January
2004 to attain the foregoing common share ownership levels. Until such stock
ownership levels have been achieved, a specific officer or director must
maintain 75% of all common shares that they have received through the exercise
of any options that had been granted to them by the Corporation and they must
thereafter maintain 25% of all common shares that they have received through
the exercise of any options.  Failure to attain the required ownership levels
within the prescribed time period will call for the holding of one-half of
future incentive payments (or directors fees) to be made to such individual
until the required ownership level is obtained. Directors and officers may
apply to the Corporation's Compensation Committee in order to obtain a waiver
from the application of all or a portion of the foregoing policy. The
Compensation Committee may recommend that the Board of Directors grant a waiver
to a particular director or officer on a case by case basis (the Compensation
Committee will consider a specific individual's estate planning needs,
necessity to purchase a primary residence, education expenses, charitable
contributions and/or other demonstrations of hardship (e.g. illness or
divorce)).

Indebtedness of Directors and Officers

     As listed in the table below, certain officers of the Corporation are
currently indebted to the Corporation in respect of interest-free loans that
are payable on demand by the Corporation. As at April 26, 2004, the aggregate
indebtedness of all directors, executive officers and senior officers to the
Corporation entered into in connection with such loans was Cdn$606,634 and
U.S.$411,128. The following table summarizes the largest amount of such loans
outstanding during the year ended December 31, 2003 and the amount outstanding
as at April 26, 2004.

<TABLE>
  TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

                                                             Largest Amount
                                                               Oustanding         Amount
                                  Involvement of the         During FY-Ended    Outstanding as
                                  Corporation or its          Dec. 31, 2003   at April 26, 2004
Name and Principal Position           subsidiaries                 ($)              ($)
___________________________   _____________________________  _______________ _________________
<S>                           <C>                             <C>              <C>
M.F. Yull                     The Corporation is the Lender   U.S.$216,398     U.S.$216,398
  Chairman of the Board,                                      Cdn $415,277     Cdn $415,277
  Chief Executive Officer
  and a Director

G.A. Yull                     The Corporation is the Lender   U.S.$125,000     U.S.$125,000
  President - Film Products

A.M. Archibald                The Corporation is the Lender   Cdn $160,255     Cdn $160,255
  Chief Financial Officer,
  Secretary, Vice President
  Administration

D.R. Yull -                   The Corporation is the Lender   U.S.$ 59,730     U.S.$ 59,730
  Vice-President Sales
  & Marketing - Distribution
  Products

H.D. McSween                  The Corporation is the Lender   Cdn $ 31,102     Cdn $ 31,102
  President - Distribution
  Products

J. Jackson                    The Corporation is the Lender   U.S.$ 10,000     U.S.$ 10,000
  Chief Information Officer
</TABLE>


Directors' and Officers' Insurance

     The Corporation maintains directors' and officers' liability insurance
covering liability, including defense costs, of directors and officers of the
Corporation incurred as a result of acting as such directors or officers,
provided they acted honestly and in good faith with a view to the best
interests of the Corporation. The current limit of insurance is U.S.$25,000,000
and an annual premium of U.S.$290,000 was paid by the Corporation in the last
completed financial year with respect to the period from December 2003 to
December 2004. Claims payable to the Corporation are subject to a retention of
up to U.S.$500,000 per occurrence.

Performance Graph

     The following graphs illustrate changes over the past five year period in
cumulative total shareholder return over the five-year period on the
Corporation's common shares with the cumulative shareholder returns on the
S&P/TSX Total Return Index (1st graph below) and on the S&P 500 (2nd graph
below), assuming reinvestment of all dividends.

                                [GRAPH]



Appointment and Remuneration of Auditors

     Raymond Chabot Grant Thornton, Chartered Accountants, who have been the
auditors of the Corporation since December 22, 1989 and the auditors of the
predecessor company since 1981, have been recommended by the Audit Committee
and will be nominated for appointment as the Corporation's auditors to hold
office until the next annual meeting of shareholders at such remuneration as
may be fixed by the Board of Directors.   A majority of the votes of the
shareholders present or represented by proxy at the Meeting is required for
the approval of such matter. Representatives of Raymond Chabot Grant Thornton
will be present at the Meeting and will have an opportunity to make a
statement if they desire to do so. They will also be available to respond to
appropriate questions.

Amendments to the Executive Stock Option Plan

     In 1992, the Corporation established its ongoing Plan in respect of the
common shares of the Corporation. The purpose of the Plan is to promote a
proprietary interest in the Corporation among the executives, the key employees
and the non-management directors of the Corporation and its subsidiaries, in
order to both encourage such persons to further the development of the
Corporation and to assist the Corporation in attracting and retaining key
personnel necessary for the Corporation's long term success.

     On April 12, 2004, the Board of Directors passed a resolution amending
the Plan in order to limit the aggregate maximum number of common shares that
may be issued under the Plan to non-executive directors of the Corporation
and its subsidiaries to 1% of the outstanding common shares of the Corporation.
On the same date, the Board of Directors also passed a resolution amending the
Plan in order to establish that options granted under the Plan may not be
subsequently re-priced. The foregoing amendments to the Plan were implemented
by the Board of Directors in order to ensure that the terms and provisions of
the Plan stays consistent with the terms and provisions of option plans that
have been adopted by other publicly-traded companies.

     Currently, the maximum number of common shares that may be issued under
the Plan is 3,361,661, being approximately 10% of the common shares of the
Corporation that were outstanding as of March 8, 2002. On February 19, 2004,
the Board of Directors adopted a resolution to amend the Plan in order to
increase the number of options that may be granted under the Plan from
3,361,661 to 4,094,538, being approximately 10% of the outstanding common
shares of the Corporation as of February 19, 2004, the adoption of such
resolution being conditional upon the Corporation receiving the required
regulatory and shareholder approvals.

     Effective February 24, 2004, upon the recommendation of the Corporation's
Compensation Committee, the Board of Directors approved grants of (i) an
aggregate of 154,500 options to various employees of the Corporation and its
subsidiaries, (ii) an aggregate of 330,000 options to various executives of
the Corporation and its subsidiaries (which number includes a grant of 100,000
options to M.F. Yull), and (iii) an aggregate of 45,000 options to various
non-executive directors of the Corporation. Such options have an exercise price
of Cdn$14.45 (U.S.$10.87) and will expire on February 24, 2010. The foregoing
grants are subject to the approval of the proposed amendment to the Plan
whereby the number of options that may be granted under the Plan would be
increased from 3,361,661 to 4,094,538. Consequently, the following resolution
will be submitted for approval by a majority of shareholders present or
represented by proxy at the Meeting.

     IT IS RESOLVED:
     "THAT the Executive Stock Option Plan (the "Plan") of the Corporation be
     amended by deleting the figure "3,361,661 Shares" in Section 4 of the
     Plan and replacing same with "4,094,538 Shares".

Interest of Management and Others in Material Transactions

     The management of the Corporation is unaware of any material interest of
any director or officer of the Corporation, of any management nominee for
election as a director of the Corporation or of any person who beneficially
owns or exercises control or direction over shares carrying more than ten
percent of the voting rights attached to all shares of the Corporation, or any
associate or affiliate of any such person, in any transaction since the
beginning of the last completed financial year of the Corporation or in any
proposed transactions that has materially affected or will materially affect
the Corporation or any of its affiliates.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION

      In 1995, the Toronto Stock Exchange (the "TSX") adopted a requirement
that disclosure be made by each listed company of its corporate governance
system by making reference to the TSX Guidelines for Corporate Governance (the
"Guidelines"). and each listed company is also required to explain where its
system of governance differs from the Guidelines.

     More recently, regulators in both Canada and the United States have
brought forth new requirements in terms of corporate governance and
accountability in connection with public companies.  Heightened expectations
on the part of investors and the public in general encouraged governments and
regulators in both countries to propose and adopt new rules in these sectors
and to revise and amend those rules that were already in effect.  The
Corporation's Nominating & Governance Committee will continue to follow the
progress of these developments with a view to recommending to the Board any
changes to the Corporation's governance practices that may become necessary
in order that the Corporation complies with the aforementioned requirements as
they become effective.

     The following is a statement of the Corporation's existing corporate
governance practices with specific reference to the Guidelines (as indicated
in bold below) currently in effect:

The board of directors of every corporation should explicitly assume
responsibility for the stewardship of the Corporation and adopt a formal
mandate setting out the board's stewardship responsibilities, and as part of
the overall stewardship responsibility, the board should assume responsibility
for the following matters:

     (a)  adoption of a strategic planning process and the approval and review,
          on at least an annual basis of a strategic plan;
     (b)  the identification of the principal risks of the corporation's
          business and overseeing the implementation of appropriate systems to
          manage these risks;
     (c)  succession planning, including appointing, training and monitoring
          senior management;
     (d)  communications policies for the  corporation; and
     (e)  the integrity of the corporation's internal control and management
          information systems.

     All the directors presently in office and proposed to be elected at the
Meeting have served as directors in good standing of the Corporation since
1994, other than Mr. Cunningham who was elected in 1998, Mr. Lanthier who was
elected in 2001 and Thomas E. Costello who was elected on November 22, 2002.
Participation of directors is expected at all Board of Directors and Committee
meetings. Directors are asked to notify the Corporation if they will be unable
to attend and attendance at meetings is duly recorded. All the directors have
agreed to contribute to the evaluation of their collective as well as their
individual performances.

     The mandate of the Board of Directors of the Corporation is to supervise
the management of the business and affairs of the Corporation, including the
development of major policy and strategy and the identification of the risks
of the Corporation's business and implementation of the appropriate systems
to manage these risks. The Board of Directors of the Corporation has explicitly
assumed responsibility for the stewardship of the Corporation and has adopted
a formal mandate setting out its stewardship responsibilities. Additionally,
the Corporation has adopted a Code of Conduct and Business Ethics that all
directors, management personnel and employees of the Corporation are expected
to adhere to.

     All major decisions concerning, among other things, the Corporation's
corporate status, capital, debt financing, securities distributions,
investments, acquisitions, divestitures and strategic alliances, are subject
to approval by the Board of Directors. In particular, capital investments and
other outlays of an aggregate monetary amount of one million U.S. dollars or
more are subject to the prior approval of the Board of Directors.

     The Board of Directors meets at least quarterly, and more frequently as
required to consider particular issues or conduct specific reviews between
quarterly meetings whenever appropriate. The Board of Directors periodically
invites senior operating management to attend meetings of the Board of
Directors to report on their business responsibilities. Governance
responsibilities are undertaken by the Board of Directors as a whole, with
certain specific responsibilities delegated to the Audit, the Compensation and
the Nominating & Governance Committees as described below. For example, the
Board of Directors has mandated the Compensation Committee and the Nominating
& Governance Committee to develop a succession planning strategy for the
Corporation which will include formalizing the Corporation's procedures related
to the appointing, training and monitoring of senior management.

The board of directors of every corporation should be constituted with a
majority of individuals who qualify as unrelated directors. If the corporation
has a significant shareholder, in addition to a majority of unrelated
directors, the board should include a number of directors who do not have
interests in or relationships with either the corporation or the significant
shareholder and which fairly reflects the investment in the corporation by
shareholders other than the significant shareholder. The application of the
definition of "unrelated director" to the circumstances of each individual
director should be the responsibility of the board which will be required to
disclose whether the board has a majority of unrelated directors or, in the
case of a corporation with a significant shareholder, whether the board is
constituted with the appropriate number of directors which are not related to
either the corporation or the significant shareholder.

      The Corporation's Board of Directors currently consists of seven
directors, five of whom are unrelated directors in accordance with the
definition of an unrelated director in the Guidelines.  The Board of Directors
has examined its size and determined that seven directors, five of whom are
unrelated, is an appropriate number for continued effective decision-making
for the Corporation.

      The Board of Directors is currently chaired by M.F. Yull who is also the
Chief Executive Officer of the Corporation. The Board is of the view that this
does not impair its ability to act independently of management due, inter
alia, to the independence of the remaining members of the Board of Directors
and due to the role of the Board of Directors in determining its own policies,
procedures and practices, and ensuring that the appropriate information is
made available to the Board of Directors.

     The Corporation does not have a significant shareholder as described in
the Guidelines given that no shareholder of the Corporation has the ability to
exercise a majority of the votes for the election of the Corporation's Board of
Directors.

Committees of the board of directors should generally be composed solely of
non-management directors, a majority of whom are unrelated directors.

     The Board of Directors has established three committees, the Audit
Committee, the Compensation Committee, and the Nominating & Governance
Committee to facilitate the carrying out of its duties and responsibilities
and to meet applicable statutory requirements. The Guidelines recommend that
the Audit Committee be made up of non-management and unrelated directors only
and that other board committees should be comprised generally of non-management
directors, a majority of whom should be unrelated directors.

     The following is a description of the Committees of the Board of Directors
and their mandate:

      -      Audit Committee

      The Audit Committee is presently composed of four directors, being L.
Robbie Shaw, Gordon R. Cunningham J. Spencer Lanthier and Thomas E. Costello,
all of whom are non-management directors and all of whom are unrelated
directors, as such term is understood in reference to the Guidelines. The Audit
Committee met eight times during the period from January 1, 2003 to December
31, 2003.

      The basic mandate of the Audit Committee is to review the annual
financial statements of the Corporation and to make recommendations to the
Board of Directors in respect thereto. Further, the Committee reviews the
nature and scope of the annual audit as proposed by the external auditors and
management and, with the external auditors and management, the adequacy of
the internal accounting control procedures and systems within the Corporation.

      During 2002, the Audit Committee formalized its mandate into a written
charter document. The charter sets out that, in addition to its basic mandate,
the Audit Committee will, on a going-forward basis, have the sole authority to
recommend to the Corporation's shareholders the appointment or replacement of
the Corporation's external auditors and shall approve all audit engagement fees
and terms and all significant non-audit engagements with the external
auditors. Further, the Audit Committee will require that the Corporation's
external auditors provide a report at least annually regarding, inter alia,
the auditors' internal quality-control procedures and all relationships between
the external auditors and the Corporation. While the Audit Committee may
consult with management on these issues, it shall not delegate its overall
responsibility. The charter also sets out that the Audit Committee shall have
the authority, to the extent it deems necessary or appropriate, to retain
special legal, accounting or other consultants for additional advice as may
be required.

      -     Compensation Committee

      The Compensation Committee is presently composed of four directors,
being Ben J. Davenport, Jr., Michael L. Richards, L. Robbie Shaw and Gordon R.
Cunningham. The Compensation Committee met six times during the period from
January 1, 2003 to December 31, 2003. Michael L. Richards is considered to be
a related director given that the law firm Stikeman Elliott LLP, of which Mr.
Richards is a senior partner, provides legal services to the Corporation on a
regular basis. Nonetheless, given Mr. Richards' broad business experience, the
Corporation feels he should continue to serve on the Compensation Committee.
Further, the Corporation is of the view that its relationship with Stikeman
Elliott LLP does not inhibit Mr. Richards' ability to act impartially, nor his
ability to act independently of the views of management of the Corporation.

      The mandate of the Compensation Committee was described above under the
heading "Report on Executive Compensation".

     -     Nominating & Governance Committee

      The Nominating & Governance Committee is composed of all of the members
of the Board, a majority of whom are unrelated directors. The charter of the
 Nominating & Governance Committee sets out that the committee will, inter alia:

     (i)  assess on an annual basis the effectiveness of the Board as a whole
     as well as periodically evaluate the contribution of individual members of
     the Board;

     (ii) review, on a periodic basis, the size and composition of the Board
     and ensure that an appropriate number of unrelated directors sit on the
     Board;

     (iii) identify individuals qualified to become members of the Board as
     may be required and recommend to the Board new nominees for appointment;

     (iv) provide appropriate orientation to any new members of the Board;

     (v) recommend to the Board corporate governance guidelines and ensure the
     sufficiency of such guidelines on a periodic basis; and

     (vi) review and advise the Board at least annually as to corporate
     governance issues.

The board of directors of every corporation should appoint a committee of
directors composed exclusively of non-management directors, a majority of whom
are unrelated directors, with the responsibility for proposing to the full
board new nominees to the board and for assessing directors on an ongoing basis.

      As aforementioned, this responsibility has been undertaken by the
Nominating & Governance Committee of the Board, a majority of whom are
unrelated directors, but one of whom is a member of management.
Every board of directors should implement a process to be carried out by the
nominating committee or other appropriate committee for assessing the
effectiveness of the board as a whole, the committees of the board and the
contribution of individual directors.

     As aforementioned, this responsibility has been undertaken by the
Nominating & Governance Committee of the Board.

Every corporation, as an integral element of the process for appointing new
directors, should provide an orientation and education program for new
recruits to the board,  In addition, every corporation should provide
continuing education for all directors.

     As aforementioned, this responsibility has been undertaken by the
Nominating & Governance Committee of the Board.

Every board of directors should examine its size and composition and undertake,
where appropriate, a program to establish a board comprised of members who
facilitate effective decision-making.

     As aforementioned, this responsibility has been undertaken by the
Nominating & Governance Committee of the Board.

A committee of the board of directors comprised solely of unrelated directors
should review the adequacy and form of the compensation of senior management
and directors, with such compensation realistically reflecting the
responsibilities and risks of such positions.

      This responsibility forms part of the mandate of the Compensation
Committee, as described above under the heading "Report on Executive
Compensation".

Every board of directors should expressly assume responsibility for, or assign
to a committee of directors the general responsibility for, developing the
corporation's approach to governance issues.  This committee would, among
other things, be responsible for the Corporation's response to these governance
guidelines.

     As aforementioned, this responsibility has been undertaken by the
Nominating & Governance Committee of the Board.

The board of directors, together with the CEO, should develop position
descriptions for the board and for the CEO, involving the definition of the
limits to management's responsibilities.  In addition, the board should approve
or develop the corporate objectives which the CEO is responsible for meeting
and assess the CEO against these objectives.

     The Corporation established written corporate governance guidelines to
address the above issues. Such guidelines do not contain formalized position
descriptions for the Board and for the CEO, nor do they set out specific
objectives which the CEO is responsible for meeting. The Board is of the view
that due to its relatively small size, the need for these formalities is
diminished because effective communication between the Board and management of
the Corporation is otherwise achieved.  That being said, the Compensation
Committee conducts an annual review of the CEO's performance in order to ensure
that the CEO is providing the best leadership for the Corporation in the long
and short term.

The audit committee should be composed only of unrelated directors.  All of the
members of the audit committee should be financially literate and at least one
member should have accounting or related financial experience.  The audit
committee should have direct communication channels with the internal and
external auditors to discuss and review specific issues as appropriate.
The audit committee duties should include oversight responsibility for
management reporting on internal control.

	The Audit Committee of the Corporation, as described previously, meets
all of the above criteria.

Every board of directors should implement structures and procedures that
ensure that the board can function independently of management. The board of
directors should implement a system which enables an individual director to
engage an external adviser at the expense of the Corporation in appropriate
circumstances.  The engagement of the external adviser should be subject to
the approval of an appropriate committee of the board.

     Non-management directors meet at least quarterly. Further, the Board and
 the Audit Committee have the power to hire independent legal, financial or
 other advisors as they may deem necessary, without consulting or obtaining
 the approval of any officer of the Corporation in advance.

Corporations should have a formalized process in order to communicate as
required with shareholders and in order to address their feedback and queries.

     The fundamental objective of the Corporation's shareholder communication
policy is to ensure an open, accessible and timely exchange of information with
all shareholders respecting the business, affairs and performance of the
Corporation, subject to the requirements of securities legislation in effect
and other statutory and contractual obligations limiting the disclosure of such
information. In order to facilitate the effective and timely dissemination of
information to all of its shareholders, the Corporation releases its disclosed
information through news wire services, the general media, telephone
conferences with investment analysts and mailings to shareholders.

APPROVAL OF DIRECTORS

	The contents and the sending of this Circular have been approved by
the directors of the Corporation.

                                   (SIGNED) ANDREW M. ARCHIBALD, C.A.
                                   Chief Financial Officer, Secretary,
                                   Vice President, Administration

Montreal, Quebec - April 26, 2004