---





Longueuil, Québec, March 24, 2005

NOTICE IS HEREBY GIVEN that the Annual General and Special
Meeting of Shareholders of Cambior Inc. (the "Company") will be held in the
Mont-Royal room of the Hilton Bonaventure Hotel, 1, Place Bonaventure, 900 de la
Gauchetière Street West, Montreal, Québec, on Thursday, May 12, 2005 at 11:00
A.M. (local time) (the "Meeting") for the following purposes:

1. to receive the report of the directors and the audited
  financial statements of the Company for the fiscal year ended December 31,
  2004 and the auditors' report thereon;
2. to elect directors;
3. to appoint auditors and authorize the Audit Committee of the
  Board of Directors to fix their remuneration;
4. to consider and, if deemed appropriate, ratify a resolution of
  the Board of Directors dated December 15, 2004, establishing a new maximum
  number of Common Shares issuable under the Stock Option Plan; and
5. to transact such other business as may properly be brought
  before the Meeting or at any adjournment thereof.

The Information Circular and the Form of Proxy prepared in respect of the
Meeting accompany this notice.

BY ORDER OF THE BOARD OF DIRECTORSLucie DesjardinsCorporate Secretary


|                                |                                    
|------------------------------- | -----------------------------------
|If you are unable to attend the | If you wish to receive, or to      
|Meeting in person, please       | continue receiving, copy of the    
|complete, date and sign the     | Company's financial statements,    
|enclosed Form of Proxy and      | please refer to the instructions in
|return it in the envelope       | the Information Circular under the 
|provided for that purpose.      | heading "Delivery of Financial     
|                                | Statements and MD&A".              
|                                |                                    

---





INFORMATION CIRCULAR

This Information Circular is provided in connection with the
solicitation of proxies by the management of Cambior Inc. (the "Company") for
use at the Annual General and Special Meeting of Shareholders of the Company to
be held in Montreal, Québec, on Thursday, May 12, 2005, at 11:00 A.M. (local
time) (the "Meeting") and for any adjournment thereof.

Unless otherwise indicated, all dollar amounts in this Information Circular
are expressed in Canadian dollars.

Voting Information

How Are Proxies Solicitated?

Proxies are solicited primarily by mail. However, proxies may
also be solicited by directors, senior officers, employees or agents of the
Company, personally, in writing or by telephone. The Company will bear all costs
and expenses of solicitation. In addition, upon demand, the Company will
reimburse brokers and other persons holding Common Shares as nominees for their
reasonable expenses in forwarding proxies and accompanying material to
beneficial owners of the Company's Common Shares.

What Will I Be Voting On?



How Will These Matters Be Decided At The Meeting?



How Many Votes Do I Have?

You will be entitled to exercise one vote for every Common Share of the
Company you own at the close of business on March 24, 2005, the record date for
the Meeting.

To vote Common Shares you acquired subsequent to the record
date, you must, not later than ten days before the date of the Meeting, request
that the Company add your name to the shareholders' list and produce properly
endorsed share certificates, or otherwise establish that you own the shares.

How Do I Vote?

If you are entitled to vote and your shares are registered in you name, you
can vote your shares in person at the Meeting or by proxy, as explained below.

---

If your shares are held in the name of a securities broker, a
trust company or another intermediary, please see the instructions below under
the headings "How can a non-registered shareholder vote?" and "How can a
non-registered shareholder vote in person at the Meeting?".
What If I Plan To Attend The Meeting And Vote In Person?

If your Common Shares are registered in your name and you
plan to attend the Meeting on May 12, 2005 and wish to vote your shares in
person at the Meeting, do not complete or return the Form of Proxy. Your vote
will be taken and counted at the meeting. Please register with the Transfer
Agent and Registrar of the Company, CIBC Mellon Trust Company, upon arrival at
the Meeting.
If your Common Shares are not registered in your name, please refer to the
instructions under the heading "How Can A Non-Registered Shareholder Vote In
Person At The Meeting?".
How Can I Vote By Proxy?

Whether or not you attend the Meeting, you may appoint
someone else to vote for you as your proxyholder. You may use the enclosed Form
of Proxy, or any other appropriate form of proxy, to appoint your proxyholder.
The persons named in the enclosed Form of Proxy are directors or officers of the
Company. However, you can choose another person to be your proxyholder,
including someone who is not a shareholder of the Company. You may do so by
striking out the names printed on the Form of Proxy and inserting another
person's name in the blank space provided, or by completing another proper form
of proxy. In order to be valid, the Form of Proxy must be delivered to CIBC
Mellon Trust Company, attention Proxy Unit, at its Montreal office, at 2001,
University Street, 16th Floor, Montreal, Québec, H3A 2A6, its Toronto
office, at 200 Queen's Quay East, Unit 6, Toronto, Ontario, M5A 4K9, attention
Proxy Unit, or sent by facsimile at (416) 368-2502 no later than 5:00 P.M. on
May 10, 2005. Proxyholders must register with the Transfer Agent upon arrival at
the Meeting.
How Will My Proxy Be Voted?

The persons named as proxies in the enclosed Form of Proxy
will vote for or against, or withhold from voting your Common Shares, in
accordance with your instructions on the Form of Proxy. In the absence of
such instructions, they will vote your shares IN FAVOUR of all the matters
identified in the attached Notice of Meeting.
What If There Are Amendments Or If Other Matters Are Brought Before The
Meeting?

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 Meeting and to other matters which may
properly come before the Meeting. At the time of printing this Information
Circular, the management of the Company knows of no such amendment, variation or
other matter expected to come before the Meeting other than the matters referred
to in the Notice of Meeting.
What If I Change My Mind And Want To Revoke My Proxy?

You may revoke your proxy at any time, to the extent that it
has not yet been exercised, by written notice signed by you or your attorney
duly authorized in writing or, if the shares are held by a company, the notice
must be under corporate seal and signed by an officer or a duly authorized
attorney of said company. Such instrument must be delivered at the office of the
Company located at 1111 St.Charles Street West, East Tower, Suite 750, Longueuil,
Québec, J4K 5G4, or to CIBC Mellon Trust Company, at one of its above indicated
addresses, by no later than 5:00 P.M. on May 10, 2005. Your proxy may also be
revoked by giving notice thereof to the chairman of the Meeting on the date of
the Meeting or of any adjournment thereof or in any other manner permitted by
law.
3Who Counts The Votes Cast By Proxy?Proxies are counted by CIBC Mellon Trust Company, the Transfer Agent of the
Company.How Can A Non-Registered Shareholder Vote?If you received the
Meeting material from an intermediary:

If your Common Shares are not registered in your name, they
are held in the name of an intermediary, which is usually a securities broker, a
trust company or other financial institution, or in the name of a clearing
agency (such as The Canadian Depository for Securities Limited) of which the
intermediary is a participant. The Company has distributed the Meeting materials
to the intermediaries which are required to forward the Meeting materials to
non-registered holders unless the non-registered holders have waived the right
to receive them. Intermediaries very often call on service companies to forward
the Meeting materials to non-registered holders. By forwarding to you the
Meeting materials, your intermediary is seeking your instructions as to how to
vote your shares. Each intermediary has its own signing and return instructions,
which you should follow carefully to ensure your shares are voted. If you are a
non-registered shareholder who provided instructions as to how your vote should
be exercised and want to change your mind, kindly contact your intermediary to
discuss which procedure to follow.

If you received the
Meeting material from the Company or its agent:

These securityholder materials are being sent to both registered and
non-registered owners of the securities. If you are a non-registered owner, and
the issuer or its agent has sent these materials directly to you, your name and
address and information about your holdings of securities, have been obtained in
accordance with securities regulatory requirements from the intermediary holding
on your behalf.

By choosing to send these materials to you directly, the issuer (and not the
intermediary holding on your behalf) has assumed responsibility for (i)
delivering these materials to you, and (ii) executing your proper voting
instructions. Please return your voting instructions as specified in the request
for voting instructions.

How Can A Non-Registered Shareholder Vote In Person At The Meeting?

Only registered shareholders or their duly appointed
proxyholders are permitted to vote at the meeting. Therefore, if you are a
non-registered shareholder and wish to attend the Meeting and vote in person (or
have another person attend and vote on your behalf), you should strike out the
names of the persons named in the Form of Proxy sent to you by your intermediary
and insert your own (or such other person's) name in the blank space provided
or, in the case of a voting instruction form provided by your intermediary,
follow the directions indicated on that latter form. By doing so, you are
instructing your intermediary to appoint you (or such other person) as proxyholder. Then, follow the signing and return instructions provided by your
intermediary. Do not otherwise complete the form as you will be voting at the
Meeting. Please register with the Transfer Agent upon arrival at the Meeting.

How Many Shares Are Eligible To Vote?

On March 18, 2005, the Company had 274,235,895 Common Shares
issued and outstanding, such shares being the only voting securities in the
share capital of the Company. Each Common Share confers upon its holder the
right to one vote. The Board of Directors of the Company fixed the close of
business on March 24, 2005 as the record date for determining which shareholders
shall be entitled to receive notice of the Meeting, but failure to receive such
notice does not deprive a shareholder of his right to vote at the Meeting.

To the knowledge of the directors and officers of the
Company, as of March 18, 2005 no one person or entity beneficially owned,
directly or indirectly, or exercised control or direction over more than 10% of
the outstanding Common Shares of the Company.

4

---

Change Of Address?

If your Common Shares are registered in your name, please
advise CIBC Mellon Trust Company, Stock Transfer Service, of any change of
address either by mail, at one of its above mentioned addresses, or through its
website at www.cibcmellon.comby selecting "Trust
Company Services", "Forms/Materials Request" and finally, "Change mailing
address".

Questions?

Should you have any questions regarding voting and proxies,
you may contact CIBC Mellon Trust Company by telephone at 1-800-387-0825, by
e-mail at the following address: inquiries@cibcmellon.com, or through the web at
the following address: www.cibcmellon.com/investorinquiry.

Delivery of Financial Statements and MD&A

If you wish to receive, or to continue receiving,
accordingly, the Company's annual financial statements and the related
management's discussion and analysis ("MD&A"), or its interim financial
statements and related MD&As, or both, please fill out and return the Financial
Statements Request Form accompanying this Information Circular.

The Company will deliver a copy of its annual and interim
financial statements and related MD&As only to those shareholders who requested
them. As a result, failure to return the Financial Statements Request Form, or
to otherwise specifically request a copy of the financial statements, will
override a shareholder's previous instructions in respect of the delivery of
financial statements.

The Company's financial statements and related MD&As are posted on its
website at

Election of Directors

The By-laws of the Company provide that the Board of
Directors of the Company consist of not less than seven persons and not more
than 15 persons. The Board of Directors of the Company currently consists of
eight members. At the Meeting, the nine persons named hereunder will be proposed
for election as directors of the Company. All nominees are currently directors
of the Company, with the exception of Mr. Hubert T. Lacroix. Except where
authority to vote in favour of the election of directors is withheld, the
nominees named in the accompanying Form of Proxy will vote the shares
represented by such proxy IN FAVOUR of the election of the nine persons named
hereunder. The management of the Company does not contemplate that any of such
persons will be unable or, for any reason, will become unwilling to serve as a
director, but if that should occur, for any reason, prior to the election, the
nominees named in the accompanying Form of Proxy reserve the right to vote for
another candidate at their discretion.

Each director shall, unless he resigns or his office becomes vacant for any
reason, hold office until the close of the next annual meeting of shareholders
or until his successor is elected or appointed.

5

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Nominees for Election to the Board of Directors

|                                                                                                                         | Mr. Balogh is a corporate
    director. He currently also serves on the board of Noranda Inc. (mining),
    Falconbridge Ltd. (mining), Strongco Inc. (transportation equipment
    distribution), Brascan Power Inc. (energy) and the Advisory Council of Sentient
    Global Natural Resources Fund, and is Chairman of the National
    Advisory Board for Mining and Metals Science and Technology. Mr. Balogh holds a
    bachelor's degree in metallurgical engineering.             
|------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Member of the Corporate
    Governance and Human Resources Committee and of the Safety and
    Sustainability Committee.
|                                                                                                                        
|Alexander G. Balogh,
    72                                                                                             
|Ontario, Canada                                                                                                          | Director since 1997                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                         | Mr. Dufresne is the President
    and Chief Executive Officer of Québec Cartier Mining (iron ore extraction
    and manufacturing company). He currently also serves on the board of Tembec
    Inc. (paper), Québec Cartier Mining Company, The Mining
    Association of Canada and Royal & Sunalliance Insurance Company. He is also
    Chairman of Conseil du patronat du Québec and Chamber of Maritime
    Commerce. Mr. Dufresne holds a master's degree in engineering and an MBA.
|Guy G. Dufresne, 63                                                                                                      | Chairman of the Board of
    Directors, member of the Audit Committee and of the Corporate Governance and
    Human Resources Committee.                                                                                                                                                                                                                                                                                                                                                   
|Québec, Canada                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                        
|                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                         | Director since 1995                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                         | Mr. Élie is a corporate
    director. He currently also serves on the board of Alimentation Couche-Tard Inc.
    (convenience stores) and a number of private companies and non for-profit
    organizations. Mr. Élie holds a law degree and an MBA.                                                                                                                                                                                                                                      
|                                                                                                                        
|Member of the Audit Committee.
    Designated by the Board as Audit Committee Financial Expert1.                        
|                                                                                                                        
|                                                                                                                        
|Jean-André Élie, 61                                                                                                      | Director since December 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Québec, Canada                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

___________________
1 Within the meaning of that expression in the US securities legislation.

6

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|                                                                                                                                  | Mr. Farquharson is the
    President of Strathcona Mineral Services Limited (mining consultant and project
    management firm). He currently also serves on the board of Placer Dome
    Inc. (mining) and of the Physicians Services Incorporated Foundation, and
    is the Chairman of the Canadian Mineral Industry Education Foundation.
    Mr. Farquharson holds a degree in mining engineering and an MBA.                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                 
|Chairman of the Corporate
    Governance and Human Resources Committee and member of the Safety and
    Sustainability Committee.
|Graham Farquharson,
    64                                                                                                       
|Ontario, Canada                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                  | Director since 1993                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                  | Mr. Gaucher is the Chairman of
    the Board and Chief Executive Officer of Dynamis Group, Inc.
    (cogeneration and recycling projects construction and management firm). He currently
    also serves as Chairman of the board of Mindready Solutions Inc. He is
    also a founding partner and director of Palos Capital, President of College
    Stanislas of Montreal, and director and member of several not for profit
    organizations. Mr. Gaucher holds a bachelor's degree in science, a law degree and
    an MBA.
|                                                                                                                                 
|Chairman of the Safety and
    Sustainability Committee and member of the Audit Committee.                                       
|Michel H. Gaucher,
    61                                                                                                        
|Québec, Canada                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                  | Director since 1988                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                  | Mr. Gignac is the President
    and Chief Executive Officer of Cambior Inc. He currently also serves on the
    board of Domtar Inc. (paper) and Gaz Métro Limited Partnership (energy).
    Mr. Gignac holds a doctorate, a master's degree and a bachelor's degree
    in mining engineering.                                                                                                                                                                                                                                   
|                                                                                                                                 
|Not a member of any committee
    but attends all meetings at the Committees' request.                                           
|                                                                                                                                 
|Director since 1986                                                                                                               | 425,613 Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Louis P. Gignac, 54                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Québec, Canada                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                  | Mr. Lacroix is a Senior
    Advisor to Stikeman Elliott LLP (Montreal office) (national law firm) and
    Telemedia Ventures Inc. (a private holding company operating mainly in the
    technology, transportation and real estate sectors). He currently serves on the
    board of SFK Pulp Fund (pulp), Transcontinental Inc. (printing, editing and
    direct marketing), Zarlink Semiconductor Inc. (semiconductors) and ITS
    Investments Limited Partnership (software). Mr. Lacroix holds a law degree
    and an MBA.
|                                                                                                                                 
|New nominee                                                                                                                       | Nil Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Hubert T. Lacroix,
    49                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Québec, Canada                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

7

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|                                                                                                      | Mr. Normand is a corporate
    director. He is a chartered accountant and currently also serves on the
    board and audit committee of Quebecor World Inc. (printing); Enerplus Fund
    (energy); ING Canada Ltd. (financial); Aurizon Mines Ltd. (mining) and
    Sportscene Ltd. (restaurants). He is an executive member of the Montreal Chapter
    of the Institute of Corporate Directors.
|----------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                     
|Chairman of the Audit
    Committee and designated by the Board as Audit Committee Financial Expert1.
|                                                                                                     
|                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                   
|Robert Normand, 65                                                                                    | Director since 2000                                                                                                                                                                                                                                                                                                                                                                               
|Québec, Canada                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                      | Mr. Shuto is a managing
    director for Jipangu Inc. (gold investment private company). He currently also
    serves on the board of J-Pacific Gold Inc. (mining exploration company).                                                                                                                                                                                                           
|                                                                                                     
|Member of the Safety and
    Sustainability Committee.                                               
|                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                   
|Director since May 2004                                                                               | Nil Common Shares                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                      | 10,000 Options                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                   
|Kazuo Shuto, 68                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                   
|Tochigi, Japan                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                   

The information as regards Common Shares and Options is given
as at March 18, 2005. Each nominee has supplied the information concerning the
number of Common Shares over which he exercises control or direction.

All of the nominees whose names are hereinabove mentioned
have previously been elected directors of the Company at a shareholders' meeting
for which an information circular was issued except for the following. Mr. Élie
was, from 1998 to 2002, a managing director of a Canadian bank wholly-owned by Société Générale (France). Since 2002, he serves as director of public and
private companies as well as non-profit organizations. Mr. Lacroix acts as
special advisor to Télémédia Ventures Inc. and to Stikeman Elliott LLP since
June 2003. He also teaches at the Law Faculty of the University of Montréal,
holding the position of guest professor (securities, and mergers and
acquisitions of open companies). From February 2000 to May 2003, Mr. Lacroix was
Chairman of the Board of Directors of Télémédia Corporation Inc. (a private
communications and telecommunications corporation). Before joining Télémédia
Corporation Inc., Mr. Lacroix was a partner with McCarthy Tétrault (a Canadian
law firm) for more than 20 years.

Additional Disclosure Relating to Directors

To the knowledge of the Company, no nominee as director is,
or has been in the last ten years, a director or executive officer of an issuer
that, while that person was acting in that capacity, (a) was the subject of a
cease trade order or similar order or an order that denied the issuer access to
any exemptions under Canadian securities legislation, for a period of more than
30 consecutive days, (b) was subject to an event that resulted, after that
person ceased to be a director or executive officer, in the issuer being the
subject of a cease trade or similar order or an order that denied the issuer
access to any exemption under Canadian securities legislation, for a period of
more than 30 consecutive days, or (c) 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, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold its assets except for the
following: (i) Mr. Lacroix, a nominee as director of the Company, ceased serving
as director of Adventure Electronics Inc. on February 6, 1998, less than a year
before it filed an assignment in bankruptcy under the

__________________________
1 Within the meaning of that expression in the US securities legislation.

8

---



Bankruptcy and Insolvency Act (Canada) on November 17, 1998,
and (ii) Mr. Normand, a director of the Company, served as director of Concert
Industries Ltd. when it and its Canadian operating subsidiaries announced on
August 5, 2003 that they had filed for protection under the Companies' Creditors
Arrangement Act (the "CCAA"). Concert Industries Ltd. was restructured and a
plan of compromise and arrangement for its operating subsidiaries was approved
in December 2004, allowing them to emerge from the CCAA proceedings. Mr. Normand
no longer serves as director of Concert Industries Ltd.

Information Regarding the Audit Committee

The Company has an audit committee which consist of Messrs.
Normand (Chairman), Dufresne, Gaucher and Élie. The Board of Directors of the
Company has determined that all members of the Audit Committee are "independent"
and "financially literate" within the meaning of Multilateral Instrument 52-110
Audit Committees and the US Sarbanes-Oxley Act of 2002 ("SOX"). The Board of
Directors has also determined that Messrs. Normand and Élie are "Audit Committee
Financial Experts" within the meaning of SOX.

Additional information regarding the Audit Committee,
including a summary of the education and experience of each member of the Audit
Committee that is relevant to the performance of their responsibilities as
member of this Committee, is available under Item VIII entitled "Audit
Committee" in the Company's Annual Information Form for the fiscal year ended
December 31, 2004. A copy of the Annual Information Form can be obtained on SEDAR's website at

Appointment of Auditors

Raymond Chabot Grant Thornton, LLP, Chartered Accountants ("RCGT"),
have been the auditors of the Company since 1973. At the Meeting, or any
adjournment thereof, RCGT, will be proposed for reappointment as auditors of the
Company for the fiscal year ending December 31, 2005. In the past fiscal year,
RCGT billed a total amount of $487,698 for various services provided to the
Company. Audit fees ($454,358) include the professional services rendered for
the audit of the consolidated annual financial statements of the Company, the
review of the Company's quarterly financial statements, the consent and comfort
letters in connection with the Company's prospectus filing and the accounting
consultations arising during the audit. Audit related fees ($33,340) include
professional services that reasonably relate to the performance of the audit or
review of the Company's financial statements, including audit of the employees'
retirement plans. Unless authority to vote in respect thereof is withheld,
the nominees named in the accompanying Form of Proxy will vote IN FAVOUR of the
reappointment of RCGT as auditors of the Company and IN FAVOUR of authorizing
the Audit Committee of the Board of Directors to fix their remuneration.

Amendment to Stock Option Plan

The stock option plan for key employees of Cambior Inc. and
its subsidiaries (the "Stock Option Plan") was established on May 2, 1990, with
668,000 Common Shares of the Company being the maximum number of Common Shares
issuable thereunder.

On May 11, 1995, April 30, 1998 and May 7, 2002, the maximum number of Common
Shares issuable under the Stock Option Plan was increased to 2,450,790,
5,500,000 and 9,000,000, respectively.

Since May 2, 1990, 1,165,700 Common Shares have been issued
upon the exercise of options. As of March 18, 2005, there were options
outstanding to purchase 6,698,000 Common Shares, leaving 1,136,300 Common Shares
available for future grants. The Stock Option Plan is more fully described
under the heading "Corporate Governance and Human Resources Committee - Report
on Executive Compensation - Long-Term Incentive Plan (Stock Option Plan)".

9

---



As now specifically contemplated in the new rules on
"security based compensation arrangements" recently adopted by the Toronto Stock
Exchange ("TSX"), the Board of Directors approved, at a meeting held on December
15, 2004, an increase in the number of Common Shares issuable under the Stock
Option Plan to an aggregate number equal at all times to five percent (5%) of
the Company's outstanding Common Shares.

In order to become effective, the Board of Directors'
approval to an increase in the number of Common Shares issuable under the Stock
Option Plan must be ratified by a resolution of Shareholders passed at the
Meeting by at least a majority of the votes cast by Shareholders voting in
person or by proxy. The specific resolution reads as follows:

BE IT RESOLVED THAT:

> (a)
>       TO INCREASE, subject to
>       shareholders' and regulatory approvals, the maximum numberof Common Shares issuable under the Stock Option Plan of the Company to an
>       aggregate number equal at all times to five percent (5%) of the Company's
>       outstanding Common Shares; and(b)
>       TO AUTHORIZE AND DIRECT any
>       officer of the Company, for, in the name and on behalfof the Company, to sign all such documents and do all such things as he
>       may deem necessary, appropriate or useful, in his discretion, to give full
>       force and effect to the foregoing resolution.

Unless otherwise instructed by the shareholder, the Common Shares represented
by the Form of Proxy enclosed herewith will be voted IN FAVOUR of the
ratification of said resolution.

Directors' Compensation and Attendance

Directors' compensation is paid to outside directors only. On
February 18, 2005, the Board modified, upon recommendation from the Corporate
Governance and Human Resources Committee, the compensation paid to directors as
follows:

|                                         | 2004   | 2005  
|---------------------------------------- | ------ | ------
|                                         | $      | $     
|                                         |        |       
|Annual Retainer:                         | 15,000 | 20,000
|Board fee per meeting:                   | 1,200  | 1,200 
|Committee fee per meeting:               | 1,200  | 1,200 
|Additional Annual Chair
    Retainer:    |        |       
|Board of Directors:                      | 20,000 | 30,000
|Audit Committee:                         | 6,000  | 10,000
|Corporate Governance and                 |        |       
|Human Resources Committee:               | 4,000  | 5,000 
|Safety and Sustainability
    Committee: | 4,000  | 5,000 

For any board or committee meeting held via a telephone
conference, the attendance fee is one-half the normal fee. Travel and other
expenses incurred by directors to attend board and committee meetings are also
reimbursed.

The Stock Option Plan, adopted at the Annual General and
Special Meeting of Shareholders on May 2, 1990 and more fully described under
the heading "Corporate Governance and Human Resources Committee - Report on
Executive Compensation - Long-Term Incentive Plan (Stock Option Plan)", allows
the granting of stock options to directors of the Company. On April 25, 2002,
the Board of Directors approved a policy that provides for the granting to each
outside director, on the date of each annual meeting of the

10

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shareholders of the Company, of an option to purchase 10,000
Common Shares at the same exercise price as for all employees receiving options
of the Company and in accordance with the Stock Option Plan. On February 18,
2005, the Board of Directors decided to terminate said policy for future years,
and to consider other forms of compensation for directors.

Directors' Record of Attendance in 2004

|                           | Number of meetings attended
|-------------------------- | ---------------------------
|Director                   |                            
|                           | Board                      
|Alexander G. Balogh (1)(2) | 11 of 12                   
|Guy G. Dufresne (1)(3)     | 10 of 12                   
|Jean-André Élie (3)(4)     | 1 of 1                     
|Graham Farquharson (1)(2)  | 10 of 12                   
|Michel H. Gaucher (2)(3)   | 11 of 12                   
|Louis P. Gignac            | 12 of 12                   
|Robert Normand (3)(6)      | 12 of 12                   
|Kazuo Shuto(2)             | 8 of 10                    

|    |                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Member of the Corporate
    Governance and Human Resources Committee.                                                                                                                                      
|(2) | Member of the Safety and
    Sustainability Committee.                                                                                                                                                     
|(3) | Member of the Audit
    Committee.                                                                                                                                                                         
|(4) | Joined the Board of Directors
    on December 15, 2004.                                                                                                                                                    
|(5) | Not a member of any committee
    of the Board of Directors. However, as President and Chief Executive Officer
    of the Company,he attends all committee
    meetings at the members' request.           
|(6) | Also a member of the
    Company's retirement committee, referred to under the heading "Executive
    Compensation - RetirementBenefits", and
    attended both retirement committee meetings held in 2004.

Attendance of the director who resigned after the 2004 annual shareholders'
meeting but has attended meetings in 2004 is as follows:

|                   | Number of meetings attended
|------------------ | ---------------------------
|Director           |                            
|                   | Board                      
|John W.W. Hick (1) | 11 of 11                   

(1)

Executive Compensation

The following table presents, for the periods indicated, the
compensation of the President and Chief Executive Officer, the Vice President,
Finance and Chief Financial Officer and the three other most highly compensated
executive officers of the Company for the fiscal year ended December 31, 2004
(the "Named Executive Officers").

11

---

SUMMARY COMPENSATION TABLE

|                                  |      |                     |                  |                  | Long-Term        |             
|--------------------------------- | ---- | ------------------- | ---------------- | ---------------- | ---------------- | ------------
|                                  |      | Annual Compensation | Compensation (3) |                 
|                                  |      |                     |                  | Other Annual (2) | Securities Under | All Other   
|                                  |      | Salary              | Bonus (1)        | Compensation     | Options Granted  | Compensation
|Name and Principal Position       | Year | ($)                 | ($)              | ($)              | (no. of shares)  | ($)         
|Louis P. Gignac                   | 2004 | 392,900             | Nil              |                 | 200,000          | Nil         
|President and Chief Executive     | 2003 | 362,600             | 200,000          |                 | 185,000          | Nil         
|Officer                           | 2002 | 330,000             | 160,000          |                 | 200,000          | Nil         
|Bryan A. Coates                   | 2004 | 255,800             | 68,000           |                 | 70,000           | Nil         
|Vice President, Finance and Chief | 2003 | 249,000             | 95,000           | 1,807            | 65,000           | Nil         
|Financial Officer                 | 2002 | 234,000             | 104,000          | 2,062            | 70,000           | Nil         
|Réjean Gourde (4)                 | 2004 | 304,300             | 99,000           | 39,981           | 70,000           | Nil         
|Senior Vice President, Guiana     | 2003 | 267,900             | 90,000           | 41,806           | 65,000           | Nil         
|Shield                            | 2002 | 277,200             | 121,111          | 49,240           | 70,000           | Nil         
|Robert Ménard (5)                 | 2004 | 234,900             |                 |                 | 50,000           | Nil         
|Vice President, Projects and      | 2003 | 273,100             | 116,000          |                 | 35,000           | Nil         
|Construction                      | 2002 | 213,000             | 64,500           | 9                | 40,000           | Nil         
|Marc Dagenais                     | 2004 | 176,500             | 60,000           |                 | 40,000           | Nil         
|Vice President, Legal Affairs     | 2003 | 162,000             | 53,000           |                 | 35,000           | Nil         
|                                  | 2002 | 164,400             | 46,500           |                 | 20,000           | Nil         

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Bonuses are declared and paid
    in cash during the year following the year in which they were earned. The
    amounts shown arereported in the year earned.
    As of the date of this Information Circular, the amount of Mr. Ménard's
    bonus for 2004, if any, was not yet determined, and awaits completion of
    construction projects in progress.                                                                                                                                           
|(2) | The amount shown for Mr.
    Gourde is for a housing allowance to reflect his international employment
    status. The amountshown for Mr. Coates
    reflects the taxable benefit in connection with an interest free relocation
    loan. Named Executive Officers are entitled to the use of a Company-leased
    automobile, and other perquisites. The value of such perquisites is no
    greater than the lesser of 10% of the total annual compensation (base salary
    and bonus) and $50,000.
|(3) | There are no long-term
    compensation programs other than the Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                                      
|(4) | All salaries are expressed in
    Canadian dollars. Mr. Gourde's compensation is in US dollars and, except as
    otherwise indicated,is converted at the
    exchange rates applicable at the time it was allocated; all other amounts
    are converted at a rate of 1.5593 (2002), 1.3128 (2003) and 1.2191 (2004).
    As of April 1st, 2003, Mr. Gourde benefits from a guaranteed
    conversion rate of 1.5000 as regards his salary and bonus.                                                  
|(5) | Mr. Ménard's 2003 salary
    includes a non-recurring salary adjustment for additional responsibilities
    assumed and considerabletime spent abroad.                                                                                                                                                                                                                                                                                                                                                  

OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL
YEAR

|                |                 |                    |              | Market Value of      |             
|--------------- | --------------- | ------------------ | ------------ | -------------------- | ------------
|                | Securities      |                    |              | Securities           |             
|                | Under Options   | % of Total Options | Exercise     | Underlying Options   |             
|                | Granted         | Granted to         | Price (1)    | on the Date of Grant | Expiration  
|Name            | (no. of shares) | Employees in 2004  | ($/Security) | ($/Security)         | Date        
|Louis P. Gignac | 200,000         | 12.0%              | $3.27        | $3.17                | May 11, 2011
|Bryan A. Coates | 70,000          | 4.2%               | $3.27        | $3.17                | May 11, 2011
|Réjean Gourde   | 70,000          | 4.2%               | $3.27        | $3.17                | May 11, 2011
|Robert Ménard   | 50,000          | 3.0%               | $3.27        | $3.17                | May 11, 2011
|Marc Dagenais   | 40,000          | 2.4%               | $3.27        | $3.17                | May 11, 2011

|    |                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The exercise price is equal
    to the average of the closing prices of a Common Share of the Company on the
    TSX for the fivebusiness-day period
    immediately preceding the date of grant.

Options granted in 2004 under the terms of the long-term
incentive plan are for Common Shares, have a term of seven years and become
exercisable, as to 50%, two years after the date of grant and, as to the
remaining 50%, three years after the date of grant. Reference is made to the
disclosure under the heading "Corporate Governance and Human Resources Committee
- Report on Executive Compensation - Long-Term Incentive Plan (Stock Option
Plan)" for details on the Stock Option Plan.

12

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AGGREGATED OPTIONS EXERCISED DURING THE MOST RECENTLY
COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION VALUES

|                |                 |             |                                  |                            |                              |              
|--------------- | --------------- | ----------- | -------------------------------- | -------------------------- | ---------------------------- | -------------
|                |                 |             |                                  |                            | Value of Unexercised in-the-
|                | Securities      | Aggregate   | Unexercised Options at Financial | Money Options at Financial
|                | Acquired on     | Value       | Year-End                         | Year-End                  
|Name            | Exercise        | Realized(1) | (no. of shares)                  | ($)                       
|                | (no. of shares) | ($)         | Exercisable                      | Unexercisable              | Exercisable                  | Unexercisable
|Louis P. Gignac |                |            | 665,000                          | 485,000                    | 849,800                      | 334,100      
|Bryan A. Coates |                |            | 155,000                          | 170,000                    | 349,750                      | 117,250      
|Réjean Gourde   |                |            | 293,000                          | 170,000                    | 334,870                      | 117,250      
|Robert Ménard   |                |            | 196,000                          | 105,000                    | 217,840                      | 64,300       
|Marc Dagenais   | 38,000          | 59,500      | 58,000                           | 95,000                     | 135,000                      | 64,300       

|    |                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The aggregate value realized
    is equal to the number of shares purchased times the difference between the
    closing price of aCommon Share on the date of
    exercise and the exercise price of the option.

The market value of a Common Share of the Company was $3.21 at December 31,
2004.

Equity Compensation Plan Information

The following table presents information as at December 31,
2004 with respect to Common Shares authorized for issuance under the Stock
Option Plan and other equity compensation plans that provide for the issuance of
shares.

|                                |                            |                              | Number of securities        
|------------------------------- | -------------------------- | ---------------------------- | ----------------------------
|                                |                            |                              | remaining available for     
|                                |                            |                              | future issuance under equity
|                                | Number of securities to be |                              | compensation plans          
|                                | issued upon exercise of    | Weighted-average exercise    | (excluding securities       
|                                | outstanding options        | price of outstanding options | reflected in column (a))    
|                                | (#)                        | ($)                          | (#)                         
|                                |                            |                              |                             
|Plan Category                   | (a)                        | (b)                          | (c)                         
|Equity compensation plans       |                            |                              |                             
|approved by securityholders (1) | 7,090,600 (2)              | 3.07                         | 791,800 (2)                 
|                                |                            |                              |                             
|Equity compensation plans not   |                            |                              |                             
|approved by securityholders (3) | 873,008                    | 2.70                         | Nil                         
|                                |                            |                              |                             
|Total                           | 7,963,608                  | 3.03                         | 791,800                     

|    |                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | On December 15, 2004, the
    Board of Directors authorized a new maximum number of Common Shares issuable
    under theStock Option Plan as a fixed percentage (5%) of the Company's outstanding
    Common Shares. Please refer to the disclosure under the heading "Amendment
    to Stock Option Plan" for more information.                                                                      
|(2) | As at March 18, 2005, as a
    result of expirations, cancellations and exercises of options, there are
    6,698,000 Common Sharesunder option and 1,136,300 Common Shares available for future grants.                                                                                                                                                                                              
|(3) | The Company assumed pursuant
    to the merger agreement with each of Ariane Gold Corp. (in 2003) and Sequoia
    Minerals Ltd.(in 2004), the options that were granted under the stock option plan of each
    company. The options were converted into options to purchase Common Shares
    of the Company on the basis of the exchange ratio established under the
    pertinent merger agreement.

Retirement Benefits

Officers and senior management of the Company, specifically
designated by the Board of Directors, participate in a non-contributory defined
benefits registered pension plan. This pension plan is managed by a retirement
committee composed of representatives of the Company and the participants, and
an independent third party.

Estimated annual retirement allowance benefits payable upon retirement to the
specified Named Executive Officers are shown in the following table.

13

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PENSION PLAN TABLE

ESTIMATED TOTAL ANNUAL BENEFIT ON RETIREMENT

|                | Years of Service
|--------------- | ----------------
|Remuneration($) | 15              
|125,000         | 32,812          
|150,000         | 39,375          
|175,000         | 45,937          
|200,000         | 52,500          
|225,000         | 59,062          
|250,000         | 65,625          
|300,000         | 78,750          
|350,000         | 91,875          
|400,000         | 105,000         
|450,000         | 118,125         
|500,000         | 131,250         

Pension benefits are calculated and accrued on the basis of
1.75% multiplied by years of pensionable service multiplied by the average of
the highest three years base salary earned during the six years prior to
retirement. The registered pension plan provides benefits up to the limits
prescribed by Revenue Canada. Normal retirement age is 65. There is no reduction
in the amounts paid under the plan to reflect the value of statutory retirement
income benefits. Participants may choose to contribute to this registered
pension plan and in return receive incidental benefits, subject to the maximum
prescribed by Revenue Canada, which is established on an individual basis for
each interested participant by the Company's actuaries.

Members of the senior management of the Company specifically
designated by the Board of Directors, including the Named Executive Officers,
participate in a non-contributory supplementary executive retirement plan (the "SERP").
The intent of the SERP is to provide a pension that is equal to that which would
otherwise be received if the registered pension plan reflected the full amount
of base salary.

Benefits accrue under the combined terms of the registered
pension plan and the SERP. The total pension payable under the terms of the
registered pension plan and the SERP is limited to a maximum of 70% of
pensionable earnings.

The registered pension plan is funded in accordance with
applicable laws. Contributions are assessed by the Board of Directors on a
yearly basis in light of the Company's then financial position and other factors
deemed relevant by the Board of Directors. The Board has discretion to elect to
contribute or not in respect of any particular year. However, the Company is
obliged by applicable laws to begin funding over a period of three years its
obligations under the terms of the SERP when each participant reaches the age of
68, or immediately if there is a change of control of the Company.

The normal form of pension is a benefit payable for life,
with 60% continuing to the surviving spouse. Pension benefits may be taken in
other forms subject to actuarial adjustment. As of December 31, 2004, complete
years of service credited to each Named Executive Officer under the terms of the
plans were:

14

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|                | Years of Pensionable Service
|--------------- | ----------------------------
|                | Registered Plan             
|Louis P. Gignac | 18 years and 7 months       
|Bryan A. Coates | 3 years and 5 months        
|Réjean Gourde   | 17 years                    
|Robert Ménard   | 10 years and 10 months      
|Marc Dagenais   | 7 years and 5 months        

|    |                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Mr. Gignac has a special
    retirement income arrangement wherein, for each two years of service since
    January 1st, 1991, he iscredited with three
    years of pensionable service in the SERP.                                                                                      
|(2) | Mr. Coates has a
    special retirement income arrangement wherein, for each year of service
    completed since his hiring date inJuly 2001,
    he is credited with one additional year of pensionable service in the SERP,
    subject to a maximum of five additional years of service.
|   
|(3) | Mr. Gourde has a special
    retirement income arrangement wherein, for each year of service completed
    since January 1st, 2003,he is
    credited with one additional year of pensionable service in the SERP,
    subject to a maximum of three additional years of service.          
|(4) | Mr. Ménard has a special
    retirement income arrangement whereby, for each year of service completed
    after August 25, 2006,he will be credited
    one-half of one additional year of pensionable service in the SERP, subject
    to a maximum of two additional years of service.  

Employment Agreements

The senior officers of the Company, including Named Executive
Officers, benefit from certain protection measures in the event of a change of
control of the Company. Upon termination of employment subsequent to a change of
control and for any reason other than death or for cause, each Named Executive
Officer shall be entitled to: a) a severance payment equal to a certain number
of months of base salary; b) the accelerated vesting of 100% of the stock
options granted whether or not exercisable on such date; c) the immediate
purchase of 100% of the shares acquired by the Company for the employee through
the share purchase plan, but not yet available to the employee at such date; d)
the credit of years of service for the purposes of the registered pension plan
and of the SERP for a period equal to the lesser of i) the period covered by the
severance payment and ii) the period covered between the date of termination and
the date of the normal retirement age (65 years); e) the maintenance of fringe
benefits for the period set forth above in d), including life insurance but
excluding short and long-term disability insurance; and f) certain other
benefits of less importance. The severance payment of the President and Chief
Executive Officer and of the other Named Executive Officers shall be equal to 24
months of their base salary, except for Mr. Dagenais' severance payment which is
equal to 18 months of his base salary. When calculating severance amounts, no
period should exceed the period covered between the date of termination of
employment and the date of the normal retirement age (65 years).

The benefits described above also apply upon termination of
employment by a senior officer in response to an improper change such as a
substantial change in responsibilities or status subsequent to a change of
control.

Corporate Governance and Human Resources
Committee - 
Report on Executive Compensation

The Corporate Governance and Human Resources Committee of the
Board of Directors (the "Committee") oversees compensation and career
development for officers and senior managers of the Company. The Committee is
currently composed of three independent members of the Board of Directors, but
was, for the first eleven months of the year 2004, composed of four independent
directors. The Committee held seven meetings in 2004.

The Committee makes recommendations to the Board of Directors
on all aspects of the compensation payable to the President and Chief Executive
Officer and the other officers. The President and Chief Executive Officer may
attend committee meetings to provide advice and recommendations regarding issues
of concern to the Committee, including compensation of the Named Executive
Officers. However, the

15

---

President and Chief Executive Officer is not a member of the
Committee and as such, is not entitled to vote on any matter brought before the
Committee and must not be present during discussion of his own compensation.
The Committee also reviews, for approval by the Board of Directors, the
design and competitiveness of the Company's executive compensation program.
Executive Compensation Strategy

Compensation is a tool used to attract, retain and motivate
superior managers who focus on performance and increasing shareholder value. As
a result, the Committee fosters the development of executive compensation plans
that are designed to accomplish the following objectives:attract to the Company superior managers who have already proven their
  ability, insight and judgment;
  retain the services of such managers throughout successive business cycles
  typically experienced by resource-based companies;
  encourage managers to link their personal interests to those of the
  shareholders of the Company; and
  motivate managers to attend to the critical issues of operations which are
  vital to the ongoing success of the Company.The Company uses independent compensation consultants to
assess its executive compensation policy relative to the marketplace, and
participates and subscribes to various surveys on executive compensation. The
Company also collects information about other corporations of similar size
within the mining industry.
The Committee is committed to the concept of executive
compensation being related to corporate performance, but also believes that
compensation should reflect operational, developmental and other results
achieved by the Company that contribute to increasing its value. Further,
compensation design must recognize cyclical factors which are relevant to the
mining industry segment generally.
Finally, employees based in foreign countries must be
compensated competitively with standards prevailing within the international
mining community. Advice and counsel is sought regularly from various sources,
including independent consultants, on competitive levels of compensation for
expatriate employees in the various locations where the Company does business.
Compensation for all senior officers, including the Named
Executive Officers, consists of four components: a base salary, a cash-based
annual incentive, a long-term incentive (Stock Option Plan) and employee
benefits. As a senior officer's level of responsibilities increases, a greater
portion of total compensation is based on performance. Underlying the Company's
compensation process is a performance measurement assessment for operations,
activities and senior officers. The Committee reviews the Company's performance
on a quarterly basis, and assesses individual executive performance at yearend.
The level of achievement of the objectives set in respect of each performance
criteria has a direct impact on the cash-based annual incentive and may be
considered for the long-term incentive of each said senior officer, thereby
establishing a direct link between senior executive compensation and the
Company's financial and non-financial performance.
Base Salary

The Committee reviews the base salary of senior officers,
including the Named Executive Officers, on an annual basis. The base salaries of
senior officers are established with reference to their responsibilities,
experience and specific competencies. The Company policy is to set the base
salary at a level comparable to the median base salaries offered by a reference
group consisting of Canadian mining companies (the
16

---

"Reference Group") for senior officers occupying positions of
similar importance, scope and complexity to those at the Company. Current
salaries are generally equivalent to the targeted competitive positions. From
year to year, base salaries are significantly increased only if the senior
officer assumes material additional responsibilities, or market compensation
practices change substantially. Accordingly, differentiation of assessed
performance for senior officers is primarily reflected in overall compensation
through the cash-based annual incentive and equity incentive awards under the
long-term incentive plan. In 2004, the Committee approved recommendations to
adjust the base salary of senior officers including the Named Executive
Officers, to maintain the median base salaries of the Reference Group.

Annual Incentive



The Committee is committed to tying executive compensation to
both corporate results and individual performance. Thus, the balance of
incentive compensation rewards individual performance and other significant
contributions or achievements that relate directly to the areas of operations
for which the individual is responsible. The Board of Directors, upon
recommendation of the Committee, approves the final bonus awards.

Long-Term Incentive Plan (Stock Option Plan)

The Stock Option Plan serves as a long-term incentive plan,
pursuant to which stock options are granted to senior officers of the Company,
including the Named Executive Officers, directors of the Company and any key
employee of the Company designated as such by the Board of Directors (the
"Beneficiaries"). This component of compensation is a major component of total
compensation for senior officers and is intended to retain the services of
valued employees, motivate them to take actions that enhance shareholder value
and align their interests with those of the shareholders.

The Board of Directors, upon recommendation from the
Committee, manages the Stock Option Plan with full authority and considers
option grants annually. The number of options granted each year is recommended
by the President and Chief Executive Officer, to the Committee, other than for
himself, based on his assessment of the performance or contribution of each
individual. The Committee in turn makes recommendations to the Board of
Directors. The Board of Directors may take into consideration the number and
term of options previously granted when making the decision to grant additional
options.

The principal terms of the Stock Option Plan are summarized below:

The maximum number of Common Shares that presently may be
issued pursuant to the exercise of options cannot exceed (subject to any
adjustments in the event of an amendment to the share capital of the Company
affecting the Common Shares) 9,000,000 Common Shares (representing approximately
3.28% of the outstanding Common Shares as of March 18, 2005), or any greater
number determined by the Board of Directors of the Company and approved by the
majority of votes cast by the holders of Common Shares present and voting in
person or by proxy at a shareholder meeting. At the Meeting, shareholders are
being asked to approve an amendment to the Stock Option Plan whereby the maximum
number of Common Shares that may be issued under the plan shall not exceed five
percent (5%) of the issued and outstanding Common Shares at the time of grant.
See "Amendment to the Stock Option Plan" below.

17

---



The maximum number of Common Shares that may be issued to any
one person, including any insider of the Company, may not exceed five percent
(5%) of the outstanding Common Shares of the Company. The exercise price for any
option granted under the Stock Option Plan must not be less than the average of
the closing prices of the Common Share on the TSX for the five business days
immediately preceding the grant date.

Options granted under the Stock Option Plan are exercisable
for such period of time as set by the Board of Directors, which is currently
seven (7) years after the date of grant. Generally, options that have been
granted under the Stock Option Plan have not been exercisable during the first
two years following their grant, with 50% of the options becoming exercisable as
of the second anniversary date of their grant and 100% as of the third
anniversary date of their grant.

Outstanding options are forfeited in the case of a
Beneficiary who is dismissed for cause. In the case of a Beneficiary dismissed
without cause, outstanding options expire on the 90th day following the
termination of employment or on such later date as the Board of Directors may
determine (which date may not be later than the expiry date otherwise applicable
to such options). In other circumstances such as the resignation, early
retirement, retirement or death of a Beneficiary, outstanding options expire
within varying periods of up to 36 months following the cessation of employment.
The options are not assignable other than transmission by death.

Subject to the approval of any applicable stock exchange,
terms of the Stock Option Plan may be amended by the Board of Directors,
provided that any amendment which materially increases the benefits under the
plan, increases the number of Common Shares issuable under the plan or
materially modifies the eligibility requirements of employees under the Stock
Option Plan, requires approval of holders of Common Shares by a majority of
votes cast at a shareholders' meeting. No such amendment may adversely affect
the rights of a Beneficiary without the consent of such Beneficiary.

Since the inception of the Stock Option Plan in 1990,
1,165,700 Common Shares have been issued upon the exercise of options (0.42% of
the outstanding share capital of the Company). As of March 18, 2005, there were
options outstanding to purchase 6,698,000 Common Shares (2.4% of the issued and
outstanding Common Shares of the Company). Therefore, and subject to amending
the Stock Option Plan as contemplated herein, 1,136,300 Common Shares are
currently available for future grants (0.4% of the outstanding Common Shares).

Employee Benefits

Management and the Board of Directors believe that the Company's employee
benefits and pension plan are comparable, on the whole, to those offered by the
Reference Group.

Employee Share Purchase Plan

The Company promotes share ownership by its employees through
its Employee Share Purchase Plan. Under this Plan, employees may contribute a
minimum of 1% of their gross salary per year by way of payroll deductions. The
Company's contribution consists in the lesser of an amount equal to 50% of the
employee's contribution, up to 3% of their gross salary or a maximum of $5,000
per year. The Company's contributions are vested as of December 31 of each year
in each employee who has participated continuously during said year.

President and Chief Executive Officer's Compensation

The compensation plans described above as regards senior
officers, apply to the President and Chief Executive Officer; the Committee
adjusts his compensation and assesses his performance using the same performance
measures that apply to the other senior officers.

In February 2004, the Committee reviewed the bonus incentive plan and the
base salary of the President and Chief Executive Officer to ensure that it
remained competitive with the median base salary of

18

---



the Reference Group. In addition to information on the Reference Group, the
Committee's assessment was also based on studies from independent consulting
firms.

The Committee did not grant any cash-bonus to the President
and Chief Executive Officer for the year 2004. He was, however, granted 200,000
options under the Stock Option Plan. For the President and Chief Executive
Officer's total compensation for 2004, please refer to the "Summary Compensation
Table".

Composition of the Committee

The members of the Committee were, for the fiscal year ended December 31,
2004:

Graham Farquharson, ChairmanAlexander G. BaloghGuy G. DufresneJohn W.W. Hick (resigned on December 1st,
      2004)


Performance Graph

The following graph compares the cumulative total shareholder
return over the last five fiscal years on the Company's Common Shares with the
cumulative total return of the S&P/TSX Composite Stock Index and of the S&P/TSX
CI Gold Industry Sub-Group Index, each Index as published by the TSX.

The year-end values of each investment are based on share
appreciation plus dividends paid in cash, with the dividends reinvested on the
date they were paid. The calculations exclude trading commissions and taxes.
Total shareholder returns from each investment can be calculated from the
year-end investment values shown in the following graph.

FIVE-YEAR CUMULATIVE TOTAL RETURN
December 31, 1999 - December 31, 2004



Note : Assuming an investment of $100 and reinvestment of
dividends, asdescribed in the above paragraph.

Liability Insurance

The Company subscribes to insurance policies with respect to
directors' and officers' liability covering directors and officers of the
Company and its subsidiaries as a group. The total amount of insurance for the
period from March 24, 2005 to March 24, 2006 is $25,000,000 with a deductible of
up to $500,000 for the Company in case of loss. For the current year of
coverage, the Company's total premium is $452,000 pursuant to the policies.

19

---



Statement of Corporate Governance Practices

The Common Shares of the Company are listed on the TSX and
the American Stock Exchange ("AMEX"). As a result, the Company is subject to
various rules and guidelines regarding corporate governance. The Company's
corporate governance practices aim at ensuring the efficient administration of
the Company and maximizing shareholders' value.

The rules of the TSX require that each listed company
disclose on an annual basis its approach to corporate governance with reference
to guidelines set out in the TSX Company Manual. The Company's disclosure of its
corporate governance practices addressing each of the TSX guidelines is set out
in Schedule "A" to this Information Circular. The Canadian Securities
Administrators have published corporate governance best practices for comment.
Even though these practices have not been finalized, the Company complies with
them.

As proposals and new regulatory provisions come into effect,
they are reviewed by the Board, through the Corporate Governance and Human
Resources Committee, and if necessary or appropriate, the Company's governance
practices are modified or supplemented.

The Company is in compliance with the TSX guidelines, including those
regarding "unrelated directors", as well as the rules of SOX and AMEX regarding
the independence of directors.

Board of Directors and Committees

The Board of Directors currently consists of eight members.
Only one, the President and Chief Executive Officer, is an employee of the
Company and is not independent of management. All other members of the Board are
independent of management. Any director who is 75 years old at the time of an
annual shareholders' meeting of the Company is not eligible for re-election. The
mandate of the Board of Directors is described in Schedule "A" to this
Information Circular. The Board of Directors held 12 meetings in 2004.

All committees are created by the Board of Directors and
report directly to it. There are currently three committees of the Board of
Directors. All committee members are appointed by the Board of Directors. The
Chairman of a committee is selected by the Board of Directors among the members
of the relevant committee. The minutes of all committee meetings as well as the
written resolutions passed by a committee are provided to the Board of
Directors. A committee may, at the Company's expense, retain the services of
such independent advisors as it may deem useful or necessary in carrying out its
mandate.

The Audit Committee consists of four directors who are
all unrelated and independent. This committee's general mandate is more fully
described in Schedule "A" to this Information Circular and the full text
of its charter is attached as a schedule to the Company's Annual Information
Form for the fiscal year ended December 31, 2004. The Audit Committee held five
meetings in 2004. As at the date hereof, the members of the Audit Committee are:

Robert Normand, ChairmanGuy G. DufresneJean-André ÉlieMichel H. Gaucher.


TheCorporate Governance and Human Resources Committee
consists of three directors who are all unrelated and independent. This
committee's mandate is more fully described in Schedule "A"to this
Information Circular. This committee held seven meetings in 2004. As at the date
hereof, the members of this committee are:

20

---



Graham Farquharson, ChairmanAlexander G. BaloghGuy G. Dufresne.


The Safety and Sustainability Committeeconsists of
four directors who are all unrelated and independent. This committee reviews the
general policies submitted by the Company's management in connection with
occupational health, safety and training, corporate social responsibility and
the environment and receives reports on such matters from management. It reviews
and evaluates practices, plans and programs related to these three areas. Based
on its review, this committee makes recommendations to the Board of Directors.
The Safety and Sustainability Committee held four meetings in 2004. As at the
date hereof, the members of this committee are:

Michel H. Gaucher, ChairmanAlexander G. BaloghGraham FarquharsonKazuo Shuto.


Directors' Shareholding

In order to better link the interest of directors to those of
shareholders, directors are required, since February 2004, to hold Common Shares
of the Company with a value of no less than three times their annual retainer.
Directors are expected to reach this level no later than February 17, 2006,
except for newly appointed or elected directors who have two (2) years following
their appointment or election, accordingly, to satisfy this requirement.

Board's Expectations of Management

The Board of Directors expects management to assume
responsibility for the day-to-day operations of the Company while staying within
authorized business limits and conforming to the strategic plan, annual
operating plans and budgets and various corporate policies approved by the
Board. The Board of Directors expects to be regularly informed by management of
the results obtained, the progress achieved, any business opportunities which
may arise and any difficulties encountered. The Board of Directors also expects
management to submit for its approval alternative plans and strategies to be
implemented based on the economic and market conditions.

The Company's management must also act with a view to the best interests of
the Company for the long-term enhancement of shareholder value.

Ethics

The Company has adopted, from time to time, policies and
guidelines relating to ethics that apply to all employees and directors of the
Company. In addition, the Company has formally adopted Cambior's Code of Ethics
that applies to all employees and directors of the Company and a Specific Code
of Ethics Governing Financial Reporting Officers which complies with the
requirements of SOX. Copies of these codes are available on the Company's
website at

Interest of Informed Persons in Material
Transactions

To the knowledge of the management of the Company, no
informed person of the Company or proposed director, or any associate or
affiliate of any informed person or proposed director, has any interest in any
transaction since the commencement of the Company's most recently completed
financial year or in any proposed transaction which has materially affected or
would materially affect the Company.

21

---



Interest of Certain Persons or Companies in Matters to be
Acted Upon

None of the directors or senior officers of
the Company, any person who has held such a position since the beginning of the
last completed financial year of the Company, any proposed nominee for election
as a director of the Company nor any associate or affiliate of the foregoing
persons, has any material interest, directly or indirectly, by way of beneficial
ownership of securities or otherwise, in any matter to be acted on at the
Meeting (other than the election of directors) except for the senior officers of
the Company and any of its subsidiaries inasmuch as, in the following year, they
may be granted options to purchase Common Shares of the Company pursuant to its
Stock Option Plan, approval of an amendment to which will be sought at the
Meeting.

Additional Information

Financial information about the Company is contained in its
Comparative Consolidated Financial Statements and Management's Discussion and
Analysis for the fiscal year ended December 31, 2004, and additional information
about the Company is available on SEDAR at

> Should you wish to obtain, at no cost, a copy of any of the following
>   documents:
>   (i) the Company's latest Annual Information Form; 
>   (ii) the Company's Comparative Consolidated Financial Statements for the year
>   ended December 31, 2004, and Management's Discussion and Analysis with respect
>   thereto; and/or
>   (iii) any of the Company's interim financial statements for a quarter
>   subsequent to December 31, 2004,
>   please contact our Investor Relations Services, by e-mail at

Approval of the Board of Directors

The contents of this Information Circular and of the accompanying Form of
Proxy, and the sending thereof, have been approved by the Company's Board of
Directors.

Longueuil, Québec, March 24, 2005

Lucie Desjardins 
Corporate Secretary

22

---



SCHEDULE A - Statement of corporate governance practices

The Company's alignment with the Toronto Stock Exchange guidelines

In the table below, the Company's corporate governance
practices are compared with the Toronto Stock Exchange ("TSX") guidelines for
improved corporate governance, including the proposed amendments published in
April of 2002 but not yet formally implemented as of March 24, 2005.

|    |                                       |          |                                                                      
|--- | ------------------------------------- | -------- | ---------------------------------------------------------------------
|    |                                       | Does The |                                                                      
|    | TSX Guidelines For                    | Company  | Governance Practices of the
    Company                              
|    | Improved Corporate Governance         | Align ?  |                                                                      
|    |                                       |          |                                                                      
|1.  | The Board should explicitly assume    |          | The mandate of the Board of
    Directors is to supervise the        
|    | responsibility for stewardship of the |          | management of the business and
    affairs of the Company. The       
|    | Company and specifically for:         |          | Board monitors the manner in which
    the Company conducts          
|    |                                       |          | its business as well as the senior
    management responsible for    
|    |                                       |          | the day-to-day operations of the
    Company. The Board sets the     
|    |                                       |          | Company's policies, assesses their
    implementation by             
|    |                                       |          | management and reviews the results.                                  
|    |                                       |          |                                                                      
|    |                                       |          | The prime stewardship responsibility
    of the Board is to ensure   
|    |                                       |          | the viability of the Company and to
    ensure that it is managed    
|    |                                       |          | in the interests of its shareholders
    as a whole while taking into
|    |                                       |          | account the interests of other
    stakeholders. The Board's main    
|    |                                       |          | expectations of the Company's
    management are to protect the      
|    |                                       |          | Company's interests and ensure the
    long-term growth of           
|    |                                       |          | shareholder value.                                                   
|    |                                       |          |                                                                      
|    |                                       |          | The Board acts in accordance with
    its mandate and the            
|    |                                       |          | mandates of its committees, as well
    as with applicable laws      
|    |                                       |          | and Company policies.                                                
|    |                                       |          |                                                                      
|    |                                       |          | The President and Chief Executive
    Officer ("CEO") must           
|    |                                       |          | determine and implement the
    appropriate systems for each of      
|    |                                       |          | the five areas of responsibility
    described below (except         
|    |                                       |          | monitoring the CEO) which the Board
    must review and, once        
|    |                                       |          | approved, monitor.                                                   
|    |                                       |          |                                                                      
|(i) | adoption of a strategic planning      |          | The Board assumes specific
    responsibility for the adoption of    
|    | process and approval of a             |          | a strategic planning process. The
    Board reviews and, where       
|    | strategic plan which takes into       |          | appropriate, approves the Company's
    annual budget and            
|    | account, among other things,          |          | strategic plan which takes into
    account, among other things,     
|    | the opportunities and risks of        |          | the opportunities and risks of the
    business, all of which are    
|    | the business;                         |          | developed at first by management and
    discussed between           
|    |                                       |          | management and the Board. The Board
    frequently discusses         
|    |                                       |          | the Company's strategies and their
    implementation at Board       
|    |                                       |          | meetings. The Company reviews its
    strategic plan                 
|    |                                       |          | periodically, taking into account
    changes in the general         
|    |                                       |          | business conditions and, in
    particular, in the mining industry.  
|    |                                       |          | This strategic plan is produced
    along with long-term financial   
|    |                                       |          | forecasts.                                                           

23

---



|      |                                 | Does The |                                                                       
|----- | ------------------------------- | -------- | ----------------------------------------------------------------------
|      | TSX Guidelines For              | Company  | Governance Practices of the
    Company                               
|      | Improved Corporate Governance   | Align ?  |                                                                       
|(ii)  | identification of the principal |          | The Board, through its Audit
    Committee, assumes specific          
|      | risks of the Company's business |          | responsibility for the
    identification of the principal risks of   
|      | and ensuring implementation of  |          | the Company's business and the
    implementation of                  
|      | appropriate systems to manage   |          | appropriate systems to effectively
    manage these risks. Among      
|      | those risks;                    |          | other things, the Audit Committee
    reviews, evaluates and          
|      |                                 |          | monitors the Company's risk
    management program,                   
|      |                                 |          | including the revenue protection
    program, to ensure that          
|      |                                 |          | management has identified the
    principal risks of the              
|      |                                 |          | Company's business and has
    implemented, and is maintaining        
|      |                                 |          | appropriate systems and procedures
    to manage those risks.         
|      |                                 |          | The Audit Committee reviews the
    general policies submitted        
|      |                                 |          | by the Company's management in
    connection with financial          
|      |                                 |          | reporting and internal control; it
    deals with all matters relating
|      |                                 |          | thereto, including, without
    restriction, reviewing and            
|      |                                 |          | evaluating, periodically and at
    least once a year, public         
|      |                                 |          | financial reports, the work of
    outside auditors, the structure of 
|      |                                 |          | the accounting and internal control
    department and the            
|      |                                 |          | efficiency of the records and
    systems used. Based on its          
|      |                                 |          | review, the Audit Committee makes
    recommendations to the          
|      |                                 |          | Board.                                                                
|      |                                 |          |                                                                       
|      |                                 |          | Periodically, the members of the
    Board visit an operation site    
|      |                                 |          | of the Company to assess, among
    other things, the risks           
|      |                                 |          | relating therewith.                                                   
|      |                                 |          |                                                                       
|      |                                 |          | The principal risks of the Company
    include, but are not           
|      |                                 |          | limited to, those related to the
    mining industry, the             
|      |                                 |          | environment, the fluctuations in the
    price of precious metals,    
|      |                                 |          | power and fuel, the fluctuations of
    the Canadian dollar           
|      |                                 |          | relative to the U.S. currency and
    other risks more fully          
|      |                                 |          | described in the Company's Annual
    Information Form.               
|      |                                 |          |                                                                       
|(iii) | succession planning, including  |          | The Board, with the assistance of
    its Corporate Governance        
|      | appointing, training and        |          | and Human Resources Committee,
    assumes specific                   
|      | monitoring senior management;   |          | responsibility for succession
    planning of senior management,      
|      |                                 |          | including the appointing, training,
    evaluation and monitoring     
|      |                                 |          | of senior management. The Board
    appoints the CEO and sets         
|      |                                 |          | forth his position description. The
    Committee discusses with      
|      |                                 |          | management and reports to the Board
    annually on succession        
|      |                                 |          | planning matters.                                                     
|      |                                 |          |                                                                       
|(iv)  | communication policy; and       |          | The Board, by itself and also
    through its Audit Committee,        
|      |                                 |          | assumes specific responsibility for
    communications with           
|      |                                 |          | shareholders and the public at
    large. The Audit Committee         
|      |                                 |          | reviews and approves the contents of
    major financial              
|      |                                 |          | disclosure documents, including the
    annual report, the            
|      |                                 |          | unaudited quarterly and audited
    annual financial statements,      
|      |                                 |          | the management's discussion and
    analysis of the financial         
|      |                                 |          | conditions and results of operation
    relating to said financial    
|      |                                 |          | statements and management's
    assessment on internal                
|      |                                 |          | controls.                                                             
|      |                                 |          |                                                                       
|      |                                 |          | The Board reviews all major
    disclosure documents, including       
|      |                                 |          | the annual information form,
    circulars and the                    
|      |                                 |          | above-described financial disclosure
    documents. The Board         

24

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|    |                                         | Does The |                                                                   
|--- | --------------------------------------- | -------- | ------------------------------------------------------------------
|    | TSX Guidelines For                      | Company  | Governance Practices of the
    Company                           
|    | Improved Corporate Governance           | Align ?  |                                                                   
|    |                                         |          | adopted and also reviews from time
    to time the Company's      
|    |                                         |          | disclosure policy that provides for
    the accurate and timely   
|    |                                         |          | communication to the public of all
    important information,     
|    |                                         |          | addresses how the Company interacts
    with shareholders,        
|    |                                         |          | analysts, stakeholders and the
    public in general as regards to
|    |                                         |          | communication of information, and
    contains measures to        
|    |                                         |          | avoid selective disclosure. In this
    regard:                   
|    |                                         |          |                                                                   
|    |                                         |          |  procedures are in place to provide
    timely information to    
|    |                                         |          | investors and to
    respond to investor inquiries and concerns;  
|    |                                         |          |  the Company's disclosure committee
    oversees the             
|    |                                         |          | Company's
    corporate disclosure practices and ensures          
|    |                                         |          | adherence to the
    disclosure policy;                           
|    |                                         |          |  the Company maintains an investor
    relations group with the  
|    |                                         |          | responsibility of
    managing communications with the            
|    |                                         |          | investing public
    in accordance with Company's disclosure      
|    |                                         |          | policy and
    procedure and legal disclosure requirements;       
|    |                                         |          |  it is Company policy that every
    shareholder inquiry should  
|    |                                         |          | receive a prompt
    response from the Manager, Investor          
|    |                                         |          | Relations;                                                        
|    |                                         |          |  the President and CEO, the Vice
    President, Finance and      
|    |                                         |          | CFO and other
    senior executives as well as the Manager,       
|    |                                         |          | Investor
    Relations, meet periodically with financial          
|    |                                         |          | analysts and
    institutional investors and attend various       
|    |                                         |          | events allowing
    them to meet with current and potential       
|    |                                         |          | investors, and
    other stakeholders;                            
|    |                                         |          |  the Manager, Investor Relations,
    makes himself available    
|    |                                         |          | to shareholders by
    telephone, fax and e-mail; and             
|    |                                         |          |  the Company maintains an investor
    relations website at      
|    |                                         |          | www.cambior.com.                                                  
|    |                                         |          |                                                                   
|(v) | integrity of internal control and       |          | The Board, through its Audit
    Committee, assumes specific      
|    | management information                  |          | responsibility for the integrity of
    the Company's internal    
|    | systems.                                |          | control and management information
    systems. The Audit         
|    |                                         |          | Committee considers and evaluates
    all aspects of the          
|    |                                         |          | Company's financial reporting
    process and internal controls,  
|    |                                         |          | monitors the implementation and
    administration of corporate   
|    |                                         |          | policies and guidelines adopted by
    regulatory authorities and 
|    |                                         |          | the Board with respect to financial
    reporting and internal    
|    |                                         |          | controls, and makes recommendations
    to the Board in           
|    |                                         |          | connection with these two areas.                                  
|    |                                         |          |                                                                   
|    |                                         |          |                                                                   
|2.  | A majority of directors should be       |          | The Board reviews the status of each
    of its directors and     
|    | "unrelated" (independent of             |          | determines if the individual is
    "unrelated" as defined by the 
|    | management and free from any            |          | TSX guidelines and "independent" as
    defined in draft          
|    | business or other relationship which    |          | National Instrument 58-101 as
    published on October 29,        
|    | could, or could reasonably be           |          | 2004.                                                             
|    | perceived to, materially interfere      |          |                                                                   
|    | with the director's ability to act with |          | All nominees standing for election
    on May 12, 2005, with the  
|    | a view to the best interests of the     |          | exception of the President and CEO,
    Mr. Louis P. Gignac, are  
|    | Company).                               |          | "unrelated" and "independent".                                    
|    |                                         |          |                                                                   

25

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|   |                                       | Does The |                                                                     
|-- | ------------------------------------- | -------- | --------------------------------------------------------------------
|   | TSX Guidelines For                    | Company  | Governance Practices of the
    Company                             
|   | Improved Corporate Governance         | Align ?  |                                                                     
|   |                                       |          |                                                                     
|3. | The Board has responsibility for      |          | The Board, itself or through its
    Corporate Governance and       
|   | applying the definition of "unrelated |          | Human Resources Committee, reviews
    among other things,          
|   | director" to each individual director |          | directors' relationship with the
    Company and its subsidiaries   
|   | and for disclosing annually the       |          | to determine the independence of the
    members of the Board.      
|   | analysis of the application of the    |          | Louis P. Gignac, President and CEO
    is an employee of the        
|   | principles supporting this definition |          | Company and, as such, is related and
    not independent. All       
|   | and whether the Board has a           |          | other members of the Board are
    unrelated and independent        
|   | majority of unrelated directors.      |          | directors.                                                          
|   |                                       |          |                                                                     
|   |                                       |          | After consideration of all business,
    family and non for profit  
|   |                                       |          | relationships among the directors
    and the Company, the          
|   |                                       |          | Board determined that all directors,
    other than the President   
|   |                                       |          | and CEO, have no direct or indirect
    material relationships      
|   |                                       |          | with the Company which could
    reasonably interfere with the      
|   |                                       |          | exercise of their independent
    judgment.                         
|   |                                       |          |                                                                     
|   |                                       |          |                                                                     
|4. | The Board should appoint a            |          | The Corporate Governance and Human
    Resources                    
|   | committee of directors composed       |          | Committee, composed exclusively of
    outside and unrelated        
|   | exclusively of outside directors, a   |          | directors, evaluates and recommends
    nominees for the Board,     
|   | majority of whom are unrelated        |          | in consultation with the Chairman of
    the Board and the          
|   | directors, with responsibility for    |          | President and CEO. The Committee
    determines what                
|   | proposing new nominees to the         |          | competencies, skills and personal
    qualities it should seek in   
|   | Board and for assessing directors on  |          | new board members to ensure that the
    Board, as a whole, has     
|   | an ongoing basis.                     |          | a diversity of skills and experience
    that support it in carrying
|   |                                       |          | out its responsibilities. The
    Committee maintains a list of     
|   |                                       |          | potential nominees and may retain
    outside consultants to        
|   |                                       |          | conduct searches for appropriate
    nominees. The Committee        
|   |                                       |          | reviews and evaluates, periodically
    and at least once a year,   
|   |                                       |          | the contribution of each director.                                  
|   |                                       |          |                                                                     
|   |                                       |          |                                                                     
|5. | The Board should implement a          |          | The Corporate Governance and Human
    Resources Committee          
|   | process, to be carried out by an      |          | monitors and makes recommendations
    regarding the                
|   | appropriate committee, for assessing  |          | effectiveness of the corporate
    governance of the Company. It    
|   | the effectiveness of the Board, its   |          | deals with all matters relating
    thereto, including, without     
|   | committees and the contribution of    |          | restriction, reviewing and
    evaluating, periodically and at least
|   | individual directors.                 |          | once a year, the independence and
    performance of the Board      
|   |                                       |          | and its committees, as well as the
    contribution of each         
|   |                                       |          | director, and director succession
    planning.                     
|   |                                       |          |                                                                     
|   |                                       |          | As part of this process, the
    directors conduct each year an     
|   |                                       |          | evaluation of the performance and
    effectiveness of the Board    
|   |                                       |          | and its committees, along with
    self-assessments. The process    
|   |                                       |          | usually involves the completion of a
    questionnaire by           
|   |                                       |          | individual directors. Director peer
    reviews are performed in    
|   |                                       |          | the context of discussions between
    individual directors and     
|   |                                       |          | the Chairman of the Board.                                          
|   |                                       |          |                                                                     
|   |                                       |          | Every year, the Corporate Governance
    and Human Resources        
|   |                                       |          | Committee reviews the credentials
    and performance of            
|   |                                       |          | nominees proposed for re-election to
    the Board. In doing so,    
|   |                                       |          | it considers their continued
    qualification under applicable     
|   |                                       |          | laws and the continued validity of
    their credentials.           

26

---



|   |                                        | Does The |                                                                    
|-- | -------------------------------------- | -------- | -------------------------------------------------------------------
|   | TSX Guidelines For                     | Company  | Governance Practices of the
    Company                            
|   | Improved Corporate Governance          | Align ?  |                                                                    
|   |                                        |          |                                                                    
|   |                                        |          | On the basis of its review, the
    Committee makes                
|   |                                        |          | recommendations to the Board.                                      
|   |                                        |          |                                                                    
|   |                                        |          |                                                                    
|6. | The Company should provide an          |          | New directors meet with the Board
    and senior management to     
|   | orientation and education program      |          | discuss the business activities of
    the Company and are given   
|   | for new directors.                     |          | the opportunity to familiarize
    themselves with the Company     
|   |                                        |          | and gain insight into the Company's
    business and operations    
|   |                                        |          | by visiting various business
    locations and meeting local       
|   |                                        |          | personnel. The Board ensures that
    prospective candidates       
|   |                                        |          | fully understand the role and
    responsibilities of the Board and
|   |                                        |          | its committees and the contribution
    that individual directors  
|   |                                        |          | are expected to make, including, in
    particular, the            
|   |                                        |          | commitment of time that the Company
    expects of its             
|   |                                        |          | directors.                                                         
|   |                                        |          |                                                                    
|   |                                        |          | Detailed current information on the
    Company and its            
|   |                                        |          | business, operations and finances
    are sent on a quarterly basis
|   |                                        |          | to the directors.                                                  
|   |                                        |          |                                                                    
|   |                                        |          | Presentations on different aspects
    of the Company's            
|   |                                        |          | operations are made regularly to the
    Board.                    
|   |                                        |          |                                                                    
|   |                                        |          | Each director is provided with a
    copy of the Directors'        
|   |                                        |          | Manual which contains information
    about the Company, the       
|   |                                        |          | Board and its Committees, and other
    relevant information.      
|   |                                        |          |                                                                    
|   |                                        |          |                                                                    
|7. | The Board should examine its size      |          | The Board periodically examines
    issues relating to its         
|   | and undertake, where appropriate, a    |          | composition to determine, among
    other things, its appropriate  
|   | program to determine a size which      |          | size to conduct its business
    effectively while providing a     
|   | facilitates effective                  |          | range of diverse skills and
    experience. In December 2004, the  
|   | decision-making.                       |          | Corporate Governance and Human
    Resources Committee             
|   |                                        |          | reassessed the composition and size
    of the Board, and          
|   |                                        |          | determined it appropriate to
    increase its size from eight to   
|   |                                        |          | nine members to efficiently
    discharge its duties and           
|   |                                        |          | responsibilities.                                                  
|   |                                        |          |                                                                    
|   |                                        |          | In this Information Circular, nine
    nominees are proposed for   
|   |                                        |          | election as directors at the
    Meeting.                          
|   |                                        |          |                                                                    
|   |                                        |          |                                                                    
|8. | The Board should review the            |          | The Corporate Governance and Human
    Resources Committee         
|   | adequacy and form of compensation      |          | reviews annually the amount and the
    form of compensation of    
|   | of directors in light of the risks and |          | directors. In making recommendations
    to the Board for          
|   | responsibilities involved in being a   |          | appropriate adjustments, the
    Committee considers the time      
|   | director.                              |          | commitment, risks and
    responsibilities of directors, as well as
|   |                                        |          | available information on
    compensation paid to directors of     
|   |                                        |          | comparable companies. The Committee
    reviews such               
|   |                                        |          | information and makes its
    recommendations to the Board.        
|   |                                        |          | Since February 2004, the directors
    are required to hold such   
|   |                                        |          | number of shares of the Company
    having a value equal to a      
|   |                                        |          | minimum of three times their annual
    retainer. Directors are    
|   |                                        |          | expected to reach this level within
    two years. Information     

27

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|    |                                        | Does The |                                                                     
|--- | -------------------------------------- | -------- | --------------------------------------------------------------------
|    | TSX Guidelines For                     | Company  | Governance Practices of the
    Company                             
|    | Improved Corporate Governance          | Align ?  |                                                                     
|    |                                        |          | about the compensation paid to
    directors is provided in this    
|    |                                        |          | Information Circular.                                               
|    |                                        |          |                                                                     
|    |                                        |          |                                                                     
|9.  | Subject to Guideline 13 (herein        |          | The Board has created three
    committees to which it has          
|    | below), committees of the Board        |          | delegated responsibilities. All
    committee members are           
|    | should generally be composed of        |          | appointed by the Board, and are
    outside and unrelated           
|    | outside directors, a majority of       |          | directors.                                                          
|    | whom are unrelated.                    |          |                                                                     
|    |                                        |          | Additional information on committee
    members and the             
|    |                                        |          | responsibilities of each committee
    is provided in the           
|    |                                        |          | Information Circular.                                               
|    |                                        |          |                                                                     
|    |                                        |          |                                                                     
|10. | The Board should assume                |          | The Corporate Governance and Human
    Resources Committee          
|    | responsibility for, or assign to a     |          | considers and evaluates all aspects
    of the Company's            
|    | committee of directors responsibility  |          | corporate governance practices,
    advises and assists the Board   
|    | for, developing the approach to        |          | in applying governance principles
    and practices, and tracks     
|    | corporate governance issues.           |          | developments in corporate
    governance, adapting the practices    
|    |                                        |          | of the Company as needed. This
    Committee is also                
|    |                                        |          | responsible for monitoring human
    resources matters. It          
|    |                                        |          | reviews the general policies
    submitted by management in         
|    |                                        |          | connection with corporate governance
    and human resources        
|    |                                        |          | and monitors the implementation and
    administration of           
|    |                                        |          | policies and guidelines with respect
    to these two areas. It also
|    |                                        |          | reviews and evaluates compensation,
    fringe benefits and         
|    |                                        |          | retirement plans.                                                   
|    |                                        |          |                                                                     
|    | The Board or, as applicable, such      |          | The Board has reviewed this
    Information Circular including      
|    | committee would, among other           |          | this tabular response to the TSX
    guidelines.                    
|    | things, be responsible for the         |          |                                                                     
|    | response to the TSX guidelines.        |          |                                                                     
|    |                                        |          |                                                                     
|    |                                        |          |                                                                     
|11. | The Board, together with the CEO,      |          | The responsibilities of the Board
    and each of its committees    
|    | should develop position descriptions   |          | are set out in written mandates. The
    responsibilities of the    
|    | for the Board and for the CEO,         |          | CEO are set out in a written
    position description. The CEO      
|    | including the definition of the limits |          | must submit to the Corporate
    Governance and Human               
|    | to management's responsibilities.      |          | Resources Committee any offer to
    join an outside board of       
|    |                                        |          | directors to ensure that such
    additional directorship will not  
|    |                                        |          | impair the ability to adequately
    fulfill the responsibilities   
|    |                                        |          | assigned to the CEO.                                                
|    |                                        |          |                                                                     
|    |                                        |          | To support it in its supervisory
    role, the Board expects        
|    |                                        |          | management, among other things, to:                                 
|    |                                        |          |                                                                     
|    |                                        |          |  undertake an ongoing review of the
    Company's strategies       
|    |                                        |          | and their
    implementation;                                       
|    |                                        |          |  present a comprehensive annual
    operating plan and             
|    |                                        |          | budgets, and
    regularly report on the Company's                  
|    |                                        |          | performance and
    results relative to that plan and budget;       
|    |                                        |          |  report regularly on the Company's
    activities, results         
|    |                                        |          | obtained, progress
    achieved, business opportunities which       
|    |                                        |          | may arise and
    difficulties encountered, with a focus on         
|    |                                        |          | matters of
    material consequence for the Company and its         

28

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|    |                                              | Does The |                                                                     
|--- | -------------------------------------------- | -------- | --------------------------------------------------------------------
|    | TSX Guidelines For                           | Company  | Governance Practices of the Company                                 
|    | Improved Corporate Governance                | Align ?  |                                                                     
|    |                                              |          | -shareholders;                                                      
|    |                                              |          |  implement
    systems to identify and manage the principal        
|    |                                              |          | risks of the Company's activities; and                              
|    |                                              |          |  implement
    and maintain appropriate systems of internal        
|    |                                              |          | control.                                                            
|    |                                              |          |                                                                     
|    | The Board should approve or                  |          | The Board
    approves, in connection with the approval of the      
|    | develop the corporate objectives             |          | Company's
    annual budget and otherwise from time to time,        
|    | which the CEO is responsible for             |          | the corporate
    objectives which the CEO is responsible for       
|    | meeting and assess the CEO against           |          | meeting, and
    assesses the CEO's performance in regards to       
|    | these objectives.                            |          | these
    objectives.                                               
|    |                                              |          |                                                                     
|    |                                              |          |                                                                     
|    |                                              |          |                                                                     
|12. | The Board should implement                   |          | The Board can
    and does act independently of management.         
|    | structures and procedures to ensure          |          | The positions
    of Chairman of the Board and of CEO are           
|    | that it can function independently of        |          | separate and
    held by two different persons.                     
|    | management. An appropriate                   |          |                                                                     
|    | structure would be to (i) appoint a          |          | The Chairman
    of the Board, Mr. Guy G. Dufresne, is not a        
|    | chair of the Board who is not a              |          | member of
    management. He acts as liaison between                
|    | member of management with                    |          | management
    and the Board. The Corporate Governance and          
|    | responsibility to ensure that the            |          | Human
    Resources Committee set forth a position description      
|    | Board discharges its responsibilities,       |          | for the
    Chairman of the Board. This position description was    
|    | or (ii) assign this responsibility to
    an |          | approved by
    the Board.                                          
|    | outside director, sometimes referred         |          |                                                                     
|    | to as the "lead director".                   |          |                                                                     
|    |                                              |          |                                                                     
|    | The chair or lead director should            |          | At the end of
    every regularly scheduled Board meeting, the      
|    | ensure that the Board carries out its        |          | Chairman of
    the Board chairs a meeting of outside directors.    
|    | responsibilities effectively which           |          | These closed
    sessions promote open discussions among            
|    | will involve the Board meeting on a          |          | outside
    members.                                                
|    | regular basis without management             |          |                                                                     
|    | present and may involve assigning            |          | During any
    meeting of the Board and its committees, any         
|    | responsibility for administering the         |          | outside
    director may request that members of management         
|    | Board's relationship to management           |          | not be
    present for all or part of the meeting.                  
|    | to a committee of the Board.                 |          |                                                                     
|    |                                              |          |                                                                     
|    |                                              |          |                                                                     
|13. | The Audit Committee should be                |          | The Audit
    Committee is composed entirely of unrelated and       
|    | composed entirely of unrelated               |          | independent
    directors.                                          
|    | directors.                                   |          |                                                                     
|    |                                              |          |                                                                     
|    | All of the members of the Audit              |          | All members
    of the Audit Committee are financially literate     
|    | Committee should be financially              |          | and at least
    one member has accounting or related financial     
|    | literate and at least one member             |          | expertise.
    The Board has determined that Mr. Robert             
|    | should have accounting or related            |          | Normand, the
    Chairman of the Audit Committee, and               
|    | financial expertise.                         |          | Mr.
    Jean-André Élie are Audit Committee Financial Experts       
|    |                                              |          | in conformity
    with the rules of the Sarbanes-Oxley Act of       
|    |                                              |          | 2002
    adopted by the U.S. Congress.                              
|    |                                              |          |                                                                     
|    | The Board shall determine the                |          | In
    considering criteria for determination of financial literacy,
|    | definition of and criteria for               |          | the Board
    looks at the ability to read and understand financial 
|    | "financial literacy" and "accounting         |          | statements.                                                         
|    | or related financial expertise".             |          |                                                                     
|    |                                              |          | In
    considering criteria for determinations of accounting or     

29

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| |                                       | Does The |                                                                     
| | ------------------------------------- | -------- | --------------------------------------------------------------------
| | TSX Guidelines For                    | Company  | Governance Practices of the
    Company                             
| | Improved Corporate Governance         | Align ?  |                                                                     
| |                                       |          | related financial expertise, the
    Board looks at familiarity with
| |                                       |          | emerging accounting issues, past
    employment experience in       
| |                                       |          | finance or accounting, requisite
    professional certification in  
| |                                       |          | accounting, or any other comparable
    experience or               
| |                                       |          | background which results in the
    individuals' financial          
| |                                       |          | sophistication, including being or
    having been a Chief          
| |                                       |          | Executive Officer, a Chief Financial
    Officer or having held     
| |                                       |          | another senior officer position of
    an entity with financial     
| |                                       |          | oversight responsibilities.                                         
| |                                       |          |                                                                     
| |                                       |          |                                                                     
| | The Board should adopt a charter for  |          | The charter of the Audit Committee
    was specifically             
| | the Audit Committee which sets out    |          | approved by a resolution of the
    Board, and is reviewed          
| | roles and responsibilities of the     |          | annually by the Committee. All
    modifications to the charter     
| | Audit Committee which should be       |          | are submitted to the Board for
    approval. The Audit              
| | specifically defined so as to provide |          | Committee assists the Board in its
    oversight of the integrity of
| | appropriate guidance to Audit         |          | the Company's financial statements,
    the external auditors'      
| | Committee members as to their         |          | qualifications and independence, the
    performance of the         
| | duties.                               |          | Company's internal accounting
    function and that of the          
| |                                       |          | external auditors, the adequacy and
    effectiveness of internal   
| |                                       |          | controls, the effectiveness of risks
    control and compliance     
| |                                       |          | with legal and regulatory matters.
    The following paragraphs     
| |                                       |          | of this Item 13 are components of
    the Audit Committee           
| |                                       |          | charter, a copy of which may be
    found as a schedule to the      
| |                                       |          | Company's Annual Information Form
    for the year ended            
| |                                       |          | December 31, 2004.                                                  
| |                                       |          |                                                                     
| |                                       |          | Subject to the powers of the
    shareholders under the             
| |                                       |          | Companies Act (Québec)
    to appoint and revoke the                
| |                                       |          | appointment of the external
    auditors, the Audit Committee       
| |                                       |          | has the authority and responsibility
    to recommend the           
| |                                       |          | appointment and revocation of
    appointment of the external       
| |                                       |          | auditors and to approve their
    remuneration.                     
| |                                       |          |                                                                     
| |                                       |          | The Audit Committee, with the Board,
    is directly responsible    
| |                                       |          | for the oversight of the work of the
    external auditors,         
| |                                       |          | including the resolution of
    disagreements between               
| |                                       |          | management and the external auditors
    as regards financial       
| |                                       |          | reporting.                                                          
| |                                       |          |                                                                     
| |                                       |          | The Audit Committee has the sole
    authority to approve all       
| |                                       |          | audit engagement fees and terms as
    well as the provision of all 
| |                                       |          | services other than audit services
    legally permissible to be    
| |                                       |          | provided by the external auditors.                                  
| |                                       |          |                                                                     
| |                                       |          | The Audit Committee is responsible
    for reviewing the            
| |                                       |          | independence of the external
    auditors, including reviewing      
| |                                       |          | relationships between the external
    auditors and the Company     
| |                                       |          | which may impact on their
    independence.                         
| |                                       |          |                                                                     
| |                                       |          | The Audit Committee is also
    responsible for reviewing with      
| |                                       |          | the external auditors any audit
    problems or difficulties and    
| |                                       |          | management's response.                                              
| |                                       |          |                                                                     
| |                                       |          | In compliance with its charter, the
    Audit Committee has         

30

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|    |                                        | Does The |                                                                  
|--- | -------------------------------------- | -------- | -----------------------------------------------------------------
|    | TSX Guidelines For                     | Company  | Governance
    Practices of the Company                          
|    | Improved Corporate Governance          | Align ?  |                                                                  
|    |                                        |          | established
    under the Company's Internal Whistle Blowing     
|    |                                        |          | Policy, a
    process for the receipt and treatment of all       
|    |                                        |          | complaints
    concerning accounting, internal accounting        
|    |                                        |          | controls,
    auditing or related matters submitted by any       
|    |                                        |          | employee,
    including procedures for the confidential          
|    |                                        |          | anonymous
    submissions by employees of concerns regarding     
|    |                                        |          | said matters.                                                    
|    |                                        |          |                                                                  
|    |                                        |          | Among other
    things, the Audit Committee reviews:             
|    |                                        |          |                                                                  
|    |                                        |          |  quarterly
    unaudited and annual audited financial           
|    |                                        |          | statements, the annual report, management's discussion           
|    |                                        |          | and analysis and management's assessment on internal             
|    |                                        |          | controls;                                                        
|    |                                        |          |  any
    significant issues reported by the external auditors   
|    |                                        |          | function and management's responses to any such reports;         
|    |                                        |          |  any related
    party transaction, for approval; and           
|    |                                        |          |  all
    documents raising material issues regarding the        
|    |                                        |          | Company's financial statements or accounting policies.           
|    |                                        |          |                                                                  
|    |                                        |          | The Audit
    Committee also reviews and discusses with the      
|    |                                        |          | CEO and CFO,
    the procedure for the certification of the      
|    |                                        |          | Company's
    audited annual financial statements.               
|    |                                        |          |                                                                  
|    | The Audit Committee should have        |          | The Audit
    Committee charter provides that the Committee      
|    | direct communication channels with     |          | meets with
    the external auditors, and management, together   
|    | the internal and the external auditors |          | and
    separately, to discuss and review specific issues as     
|    | to discuss and review specific issues  |          | appropriate.
    The Audit Committee discusses with the external 
|    | as appropriate.                        |          | auditors
    outside the presence of management at each quarterly
|    |                                        |          | meeting.                                                         
|    |                                        |          |                                                                  
|    | The Audit Committee duties should      |          | The Audit
    Committee meets with the President and CEO, the    
|    | include oversight responsibility for   |          | Vice
    President, Finance and CFO, the Corporate Controller    
|    | management reporting on internal       |          | and the Vice
    President, Legal Affairs to assess the adequacy 
|    | control. While it is management's      |          | and
    effectiveness of these systems of internal control.      
|    | responsibility to design and           |          |                                                                  
|    | implement an effective system of       |          |                                                                  
|    | internal control, it is the            |          |                                                                  
|    | responsibility of the Audit            |          |                                                                  
|    | Committee to ensure that               |          |                                                                  
|    | management has done so.                |          |                                                                  
|    |                                        |          |                                                                  
|    |                                        |          |                                                                  
|14. | The Board should implement a           |          | Directors
    may, at the expense of the Company, retain the     
|    | system to enable an individual         |          | services of
    such independent advisors as they may deem       
|    | director to engage an outside          |          | necessary or
    useful in carrying out their responsibilities.  
|    | advisor, at the Company's expense      |          |                                                                  
|    | in appropriate circumstances. The      |          |                                                                  
|    | engagement of the outside advisor      |          |                                                                  
|    | should be subject to the approval of   |          |                                                                  
|    | an appropriate committee of the        |          |                                                                  
|    | Board.                                 |          |                                                                  

31

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