---



NOTICE OF ANNUAL GENERAL MEETING OF
SHAREHOLDERS

Longueuil, Québec, April 1st,
2004

NOTICE IS HEREBY GIVEN that the Annual General 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 Wednesday, May 12, 2004 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, 2003 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; and

4. 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 DIRECTORS



Lucie Desjardins 
                                                                                                                            Corporate Secretary



If you are unable to attend the Meeting in person, please
complete, date and sign
 the enclosed Form of Proxy and return it in the envelope provided for that
purpose.



---





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 Meeting
of Shareholders of the Company to be held in Montreal, Québec, on Wednesday, May
12, 2004, 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, by telephone or by telecopier. 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 26, 2004, 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,
2004 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, or mailed to its Toronto office, at 200 Queen's Quay East, Unit 6, 
Toronto, Ontario, M5A 4K9, or sent to it by facsimile at (416) 368-2502 no later
than 5:00 P.M. on May 10, 2004. 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.

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 address, by no later
than 5:00 P.M. on May 10, 2004. 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.





---

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

Since the Company
does not have access to the names of its non-registered shareholders, if you
attend the Meeting, the Company will have no record of your shareholdings or of
your entitlement to vote, unless your intermediary has appointed you as
proxyholder. 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 25, 2004,
the Company had 241,071,131 Common Shares 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 26, 2004 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 25, 2004 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.
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 address, or through its website at www.cibcmellon.com by
selecting "Trust Company Services", "Investor Services" "Forms/Materials
Request" and finally, "Change mailing address".4

---

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 a copy of 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 www.cambior.com.

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 nine members. At the Meeting, the eight persons
named hereunder will be proposed for election as directors of the Company.
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 eight 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, subject
to applicable law, to vote for another candidate in 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.

|                       |                                            |          | Numbers of             
|---------------------- | ------------------------------------------ | -------- | -----------------------
|                       |                                            |          | Common Shares          
|                       |                                            |          | Over Which Control     
|Name and Municipality  |                                            | Director | was
    Exercised as at
|of Residence           | Principal Occupation                       | since    | March
    29, 2004     
|                       |                                            |          |                        
|                       |                                            |          |                        
|ALEXANDER G.           | Corporate Director                         | 1997     | 16,412                 
|BALOGH (1) (3)         |                                            |          |                        
|Oakville, Ontario      |                                            |          |                        
|                       |                                            |          |                        
|GUY G. DUFRESNE (1)(2) | President and Chief
    Executive Officer  | 1995     | 30,000                 
|Outremont, Québec      | Québec Cartier Mining
    Company          |          |                        
|                       | (iron ore extraction and
    manufacturing |          |                        
|                       | company)                                   |          |                        

5

---



|                      |                                                                       |                                          |                     | Numbers of        
|--------------------- | --------------------------------------------------------------------- | ---------------------------------------- | ------------------- | ------------------
|                      |                                                                       |                                          |                     | Common Shares     
|                      |                                                                       |                                          |                     | Over Which Control
|Name and Municipality |                                                                       | Director                                 | was Exercised as at
|                      | of Residence                                                          | Principal Occupation                     | since               | March 29, 2004    
|                      |                                                                       |                                          |                     |                   
|                      |                                                                       |                                          |                     |                   
|GRAHAM                | President                                                             | 1993                                     | 52,002             
|FARQUHARSON           | Strathcona
    Mineral Services Limited                               |                                          |                    
|(1)(3)                |                                                                       | (mining
    consultant and project       |                     |                   
|Toronto, Ontario      | management
    firm)                                                  |                                          |                    
|                      |                                                                       |                                          |                     |                   
|MICHEL GAUCHER (2)(3) | Chairman of the
    Board                                             | 1988                                     | 41,412             
|Montreal, Québec      | Dynamis Group,
    Inc.                                               |                                          |                    
|                      |                                                                       | (cogeneration
    and recycling projects |                     |                   
|                      |                                                                       | construction
    and management firm)    |                     |                   
|                      |                                                                       |                                          |                     |                   
|LOUIS P. GIGNAC       | President and
    Chief Executive Officer                             | 1986                                     | 419,258            
|Brossard, Québec      | Cambior Inc.                                                          |                                          |                    
|                      |                                                                       |                                          |                     |                   
|JOHN W.W. HICK (2)    | President and
    Chief Executive Officer                             | 2000                                     | 20,000             
|Toronto, Ontario      | Defiance Mining
    Corporation                                       |                                          |                    
|                      |                                                                       | (mining
    company)                     |                     |                   
|                      |                                                                       |                                          |                     |                   
|ROBERT NORMAND (2)    | Corporate
    Director                                                | 2000                                     | 33,000             
|Rosemère, Québec      |                                                                       |                                          |                    
|                      |                                                                       |                                          |                     |                   
|KAZUO SHUTO           | Director                                                              | ---                                      | 10,000(4)          
|Tokyo, Japan          | Jipangu Inc.                                                          |                                          |                    
|                      |                                                                       | (gold
    investment private company)    |                     |                   
|                      |                                                                       |                                          |                     |                   
|(1)                   | Member of the
    Corporate Governance and Human Resources Committee. |                                         
|(2)                   | Member of the
    Audit Committee.                                    |                                          |                    
|(3)                   | Member of the
    Safety and Sustainability Committee.                |                                          |                    
|(4)                   | Jipangu Inc.
    controls an aggregate of 23,000,000 Common Shares.   |                                          |                    

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. Mr. Shuto was first elected as
director of the Company in May of 2003. At such time, he was a designated
nominee of Jipangu Inc., which exercised control over 26.1% of the Company's
then total issued and outstanding Common Shares. Mr. Shuto resigned as a result
of Jipangu's decreased share holding in the Company in December 2003.

Executive Compensation

The following
table presents, for the periods indicated, the compensation of the President and
Chief Executive Officer and of the four other most highly compensated executive
officers of the Company for the fiscal year ended December 31, 2003 (the "Named
Executive Officers").



---

SUMMARY COMPENSATION TABLELong-TermAnnual Compensation
    Compensation (3)Other AnnualCompensation
    Securities Under
    All OtherSalary
    Bonus(1)
    (2)
    Options Granted
    CompensationName and Principal Position
    Year
    ($)
    ($)
    ($)
    (no. of shares)
    ($)Louis P. Gignac
    2003
    362,600
    200,000
    Nil
    185,000
    NilPresident and Chief Executive
    2002
    330,000
    160,000
    Nil
    200,000
    NilOfficer
    2001
    306,700
    150,000
    Nil
    200,000
    NilRobert Ménard
    2003
    273,100
    116,000
    Nil
    35,000
    NilVice President, Projects and
    2002
    213,000
    64,500
    9
    40,000
    NilConstruction
    2001
    207,000
    56,000
    331
    50,000
    NilRaynald Vézina
    2003
    272,200
    110,000
    Nil
    65,000
    NilSenior Vice President,
    Canada
    2002
    262,700
    32,000
    Nil
    70,000
    Nil2001
    255,400
    98,000
    Nil
    80,000
    NilRéjean Gourde (4)
    2003
    267,920
    90,000
    41,806
    65,000
    NilSenior Vice President, Guiana
    2002
    277,200
    121,111
    49,240
    70,000
    NilShield
    2001
    267,100
    119,885
    49,847
    80,000
    NilBryan A. Coates (5)
    2003
    249,000
    95,000
    1,807
    65,000
    NilVice President, Finance and Chief
    2002
    234,000
    104,000
    2,062
    70,000
    NilFinancial Officer
    2001
    109,700
    36,200
    1,293
    120,000
    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.(2)
      The amount shown for Mr. Gourde is for a
      housing allowance to reflect his international employment status. The
      amount shown
    for Mr. Coates reflects the taxable
      benefit in connection with an interest free relocation loan. The amount
      remaining on the loanwas reimbursed in whole during the 2003
      fiscal year, in advance of its term. Named Executive Officers are entitled
      to the use ofa Company-leased automobile, and other
      perquisites. The value of such perquisites is no greater than the lesser
      of 10% of thetotal annual compensation (base salary
      and bonus) and $50,000.(3)
      There are no long-term compensation
      programs other than the grant of options.(4)
      All salaries are expressed in Canadian
      dollars. Mr. Gourde's compensation is in U.S. 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 of1.5489 (2001), 1.5593 (2002) and 1.3128
      (2003). As of April 1st, 2003, Mr. Réjean Gourde benefits from
      a guaranteed conversionrate of 1.5000.(5)
      Mr. Coates' employment with
      the Company commenced on July 16, 2001.
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 2003  | ($/Security) | ($/Security)         | Date       
|Louis P. Gignac | 185,000         | 14.2%              | $1.95        | $1.95                | May 8, 2010
|Robert Ménard   | 35,000          | 2.7%               | $1.95        | $1.95                | May 8, 2010
|Raynald Vézina  | 65,000          | 5.0%               | $1.95        | $1.95                | May 8, 2010
|Réjean Gourde   | 65,000          | 5.0%               | $1.95        | $1.95                | May 8, 2010
|Bryan A. Coates | 65,000          | 5.0%               | $1.95        | $1.95                | May 8, 2010

> (1)
>       The exercise price is equal to the
>       average of the closing prices of a Common Share of the Company on the
>       Toronto StockExchange for the five business-day
>       period immediately preceding the date of grant.

Options granted in
2003 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" for the details of the Company's Stock Option Plan.



---

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  | (no. of shares)                  | ($)                       
|                | (no. of shares) | ($)       | Exercisable                      | Unexercisable              | Exercisable                 
|Louis P. Gignac | Nil             | Nil       | 537,000                          | 485,000                    | 650,400                     
|Robert Ménard   | Nil             | Nil       | 176,000                          | 100,000                    | 177,720                     
|Raynald Vézina  | 19,000          | 75,620    | 234,000                          | 175,000                    | 194,040                     
|Réjean Gourde   | Nil             | Nil       | 253,000                          | 175,000                    | 260,160                     
|Bryan A. Coates | Nil             | Nil       | 60,000                           | 195,000                    | 204,000                     

The market value of a Common Share of the Company was $3.99 at December 31,
  2003.

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.

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.



---

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         

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, 2003, complete years
of service credited to each Named Executive Officer under the terms of the plans
were:



|                | Years of Pensionable Service
|--------------- | ----------------------------
|                | Registered Plan             
|Louis P. Gignac | 17 years and 7 months       
|Robert Ménard   | 9 years and 10 months       
|Raynald Vézina  | 15 years and 4 months       
|Réjean Gourde   | 16 years                    
|Bryan A. Coates | 2 years and 5 months        

(1)    As of January 1st, 1996, all
beneficiaries of the SERP are credited with one additional year of service per
year until both plans reflect the same number of years of service. 
(2)    Mr. Louis P. Gignac has a special retirement income
arrangement wherein, for each two years of service since January 1st,
1991, he is credited with three years of pensionable   service in the
SERP. 
(3)    Mr. Raynald Vézina has a special retirement income
arrangement wherein, for each year of service completed since January 1st,
1995, he is credited with one additional year of pensionable service in the SERP,
subject to a maximum of five additional years of service. Mr. Bryan A. Coates
benefits from the same arrangement as from his hiring date, July 2001.
(4)    Mr. Réjean 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.

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. 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 the 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 composed of four members of the
Board of Directors who are neither employees nor former employees of the
Company. All members of the Committee are independent of management. The
Committee held three meetings in 2003.
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 Named Executive Officers. However, the President and
Chief Executive Officer 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, the design and
competitiveness of the Company's executive compensation program.
Executive Compensation Strategy

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 financial, operational,
developmental and
10

---

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
and employee benefits. As a senior officer's level of responsibilities
increases, a greater portion of total compensation is based on performance. The
level of achievement of the objectives set in respect of each performance
criteria has a direct impact on cash-based annual incentive and the long-term
incentive of each said senior officer, thereby establishing a direct link
between senior executive compensation and the Company's performance.
Base Salary

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
"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. The base salaries of
senior officers reflect their responsibilities, experience and specific
competencies.

Annual Incentive



The balance of
incentive compensation rewards other significant contributions or achievements
that relate directly to the areas of operations for which the individual is
responsible. The size of any given award depends on performance related to
previously stated objectives and upon documented evaluation by the Committee of
the nature of such contributions and their impact upon corporate performance or
the enhancement of its asset value.

The Committee is
committed to tying executive compensation to both individual performance and
corporate results. Thus, in a given year, the Company's executive team members
may be paid a higher or lower bonus, depending upon the degree to which
objectives established at the beginning of each fiscal year have been attained
or surpassed.

Long Term Incentive Plan

A long term
incentive plan grants stock options to key employees, including Named Executive
Officers, and directors of the Company. This component of compensation 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, and the Committee in turn makes
recommendations to the Board. The Board may take into consideration the number
and term of options previously granted when making the decision to grant
additional options. Options expire after seven years



---

and are not exercisable during the first two years following
their granting; thereafter, as from the second anniversary of their granting,
they become exercisable up to a proportion of 50% of the number granted, and
they become exercisable in full (100%) three years after their granting.
The maximum number
of Common Shares that may be issued pursuant to the exercise of options shall
not exceed, subject to any adjustments in the event of amendments to the share
capital of the Company affecting said Common Shares, 9,000,000 Common Shares, or
any greater number determined by the Board of Directors and approved by the
majority of the holders of Common Shares present and voting in person or by
proxy at a shareholders' meeting.
The subscription
price for each Common Share covered by an option shall be equal to the average
of the closing prices of a Common Share of the Company on the Toronto Stock
Exchange for the five business-day period immediately preceding the option
granting date.
Employee Benefits

Management and the Board believe
that the Company's employee benefits and pension plan are comparable, on the
whole, to those offered by the Reference Group.
President and Chief Executive Officer's Compensation

The same
compensation plans are available to the President and Chief Executive Officer as
apply to other executive officers, including the Named Executive Officers; the
Committee adjusts his compensation package using the same criteria as apply to
the rest of the group.
The members of the Committee were,
for the fiscal year ended December 31, 2003:
Graham Farquharson, Chairman 
                      Alexander G. Balogh 
                      Guy G. Dufresne 
                      Jonathan C. Goodman
                  Compensation of Directors
Directors'
compensation is paid to outside directors only. On February 18, 2004, the Board
modified, upon recommendation from the Corporate Governance and Human Resources
Committee, the compensation paid to directors as follows:

|                                     |  | 2003   | 2004  
|------------------------------------ |  | ------ | ------
|                                     |  | $      | $     
|                                     |  |        |       
|Annual Retainer:                     |  | 12,000 | 15,000
|Board fee per meeting:               |  | 1,100  | 1,200 
|Committee fee per meeting:           |  | 1,100  | 1,200 
|Additional Annual Chair Retainer:    |  |        |       
|Board of directors:                  |  | 15,000 | 20,000
|Audit Committee:                     |  | 4,000  | 6,000 
|Corporate Governance and Human       |  |        |       
|Resources Committee:                 |  | 4,000  | 4,000 
|Safety and Sustainability Committee: |  | 2,000  | 4,000 



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 Company's
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", 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 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 Company's Stock Option Plan.
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, 2004 to
March 24, 2005 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 $432,000 pursuant to the policies.
Interest of Management and Others in Material Transactions

Fees in the amount
of $23,147 were paid in 2003 to Strathcona Mineral Services Limited, a mining
consultant and project management firm of which Mr. Graham Farquharson is
President, for an independent review of mineral reserves.
In 2003, the
Company completed a public equity offering by means of a prospectus and a
flow-through share private placement, and in connection therewith, the Company
paid fees aggregating $625,000 to Dundee Securities Corporation, an investment
dealer to which a director of the Company, Mr. Jonathan C. Goodman, is related.
Statement of Corporate Governance Practices

The rules of the
Toronto Stock Exchange ("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 inSchedule "A" to this Information Circular.
These TSX
guidelines (which are not mandatory) deal with the composition, mandate and
objectives of Boards of Directors and their Committees, the advisability of
having a majority of Board members who qualify as "unrelated" directors, the
decision-making process of the Board of Directors, the recruiting, guidance and
education of new directors, the independence of Board members, the assessment of
the performance of the Board of Directors, its members and that of the President
and Chief Executive Officer, the size of the Board, the compensation of
directors, the Board's expectations of management and measures for dealing with
shareholder concerns.
When used herein,
the term "unrelated director" has the meaning ascribed thereto in the TSX
guidelines, namely "a director who is independent of management and is free from
any interest and any business or other relationship which could, or could
reasonably be perceived to, materially interfere with the director's ability to
act with a view to the best interests of the Company, other than interests and
relationships arising from shareholding".
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.
13

---





In the fall of
2002, the Board of Directors reviewed the Company's governance practices in
light of the Sarbanes-Oxley Act of 2002 ("SOX") adopted by the U.S. Congress,
the rules and regulations adopted or proposed, as the case may be, by the U.S.
Securities and Exchange Commission ("SEC") in connection with SOX, the AMEX
corporate governance proposals, the current TSX guidelines and those proposed in
April 2002, and the provisions of the securities acts of the Provinces of Québec
and Ontario concerning corporate governance. 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 nine
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 is described in Schedule "A" to this Information
Circular. The Board of Directors held 14 meetings in 2003.

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. During the year 2003, the Audit Committee was
composed of up to five members. This committee's general mandate is more fully
described in Schedule "A" to this Information Circular. The Audit
Committee held four meetings in 2003. The members of the Audit Committee are:

Robert Normand, Chairman 
                      Guy G. Dufresne 
                      Michel Gaucher 
                      John W.W. Hick.

TheCorporate
Governance and Human Resources Committee consists of four 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 three
meetings in 2003. The members of this committee are:

Graham Farquharson, Chairman 
                      Alexander G. Balogh 
                      Guy G. Dufresne 
                      Jonathan C. Goodman.

14

---

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 three meetings in 2003. The members
of this committee are:
Michel Gaucher, Chairman 
                      Alexander G. Balogh 
                      Graham Farquharson 
                      Hiroshi Otsuka.



Directors' Record of Attendance in 2003

|                        | Number of meetings attended
|----------------------- | ---------------------------
|Director                |                            
|                        | Board                      
|Alexander G. Balogh     | 12 of 14                   
|Guy G. Dufresne         | 13 of 14                   
|Graham Farquharson      | 13 of 14                   
|Michel Gaucher          | 14 of 14                   
|Louis P. Gignac         | 14 of 14                   
|Jonathan C. Goodman (2) | 7 of 9                     
|John W. W. Hick         | 14 of 14                   
|Robert Normand (3)      | 14 of 14                   
|Hiroshi Otsuka          | 12 of 14                   

(1)    Since May 9, 2003, Mr. Gignac has not been
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
their request. 
(2)    Joined the Board of Directors on May 9, 2003. 
(3)    Mr. Normand is also a member of the Company's retirement
committee, referred to under the heading "Executive Compensation - Retirement
Benefits", and attended both retirement committee meetings held in 2003.

Attendance of directors who resigned in 2003 after the 2003 annual
shareholders' meeting but have attended meetings in 2003 is as follows:

|Director             | Number of meetings attended
|-------------------- | ---------------------------
|                     | Board                      
|James Todd Bruce (1) | 6 of 6                     
|Kazuo Shuto (1)      | 9 of 9                     

(1) Joined the Board of Directors on May 9, 2003.

Board's Expectations of Management

The Board of
Directors expects management to assume responsibility for the stewardship of the
Company while staying within authorized business limits and conforming to the
strategic plan, operating budget 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 an
Employee Code of Ethics and 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 a Specific Code of Ethics
Governing Financial Reporting Officers which complies with the requirements of
SOX. A copy of this code is available on the Company's website at
www.cambior.com. A copy may also be requested, free of charge, by communicating
with the Company's Manager, Investor Relations at (450) 677-2699 or, toll free
in North America, 1-866-554-0554.
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, 1998 -December 31, 2003



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



---

Principal Accounting Firm Fees

Raymond Chabot
Grant Thornton, Chartered Accountants, general partnership (« RCGT »), is the
Company's principal accounting firm and, as such, provides auditing services
and, from time to time, permitted non-auditing services. The Audit Committee of
the Board of Directors has adopted a policy to pre-approve permitted non-audit
services to be performed by RCGT. This policy authorizes management to retain
the services of RCGT for consultations (i) on the accounting treatment and
application of new accounting standards; (ii) with respect to requests from
regulatory authorities; and (iii) on the application of SOX and other
legislation and regulation, subject however to such services being in
consideration of fees not exceeding $20,000 per quarter. This policy also
delegates to the Audit Committee chairman the authority to authorize, upon
request from management, RCGT to perform services that are different in nature
and scope from the ones described above, or in regards to which the fees will
exceed the permitted amount. Management must report to the Audit Committee on a
quarterly basis on the work performed by RCGT pursuant to said authorization, at
which time the Committee ensures that the provision of such work is compatible
with maintaining RCGT's independence.
Audit Fees

Audit fees
aggregating $305,599 were paid in 2003 for the audit of the consolidated annual
statements of the Company, the consent and comfort letters in connection with
the Company's prospectus filing and the accounting consultations arising during
the audit. Audit fees for 2002 were $314,842.
Audit Related Fees

Audit related fees were of $12,250
in 2003 for the audit of the Company's employees' retirement plans. Audit
related fees for 2002 were $5,869.
Tax Fees And All Other Fees

No fees were paid in 2003 and 2002
for said services.
Appointment of Auditors

Raymond Chabot
Grant Thornton, Chartered Accountants, general partnership, have been the
auditors of the Company since 1973. At the Meeting, or any adjournment thereof,
Raymond Chabot Grant Thornton, Chartered Accountants, will be proposed for
reappointment as auditors of the Company for the fiscal year ending December 31,
2004. Unless authority to vote in respect
thereof is withheld, the nominees named in the accompanying Form of Proxy will
vote IN FAVOUR of such reappointment and IN FAVOUR of authorizing the Audit
Committee of the Board of Directors to fix their remuneration.
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 Board of Directors of the Company.
Longueuil, Québec, April 1st, 2004

Lucie Desjardins 
Corporate Secretary
17

---





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 12, 2004.

The Company's 2003 Annual Report contains an overview of the Company's
corporate governance practices, as well as summary descriptions of the mandates
of the three committees of the Board.

|   | TSX Guidelines For                    | Does The |                                                                      
|-- | ------------------------------------- | -------- | ---------------------------------------------------------------------
|   |                                       | 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 Board acts in accordance with its mandate
    and the            
|   |                                       |          | mandates of its committees, as well as with
    applicable laws      
|   |                                       |          | and Company policies.                                                
|   |                                       |          |                                                                      
|   |                                       |          | 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
    that it will        
|   |                                       |          | act with a view to the best interests of the
    Company and         
|   |                                       |          | ensure the long term growth of shareholder
    value.                
|   |                                       |          |                                                                      
|   |                                       |          | 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.                                                           

18

---







| | TSX Guidelines For                   | Does The |                                                                       
| | ------------------------------------ | -------- | ----------------------------------------------------------------------
| |                                      | 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         

19

---





|   | TSX Guidelines For                      | Does The |                                                                  
|-- | --------------------------------------- | -------- | -----------------------------------------------------------------
|   |                                         | 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 of all important information,
    addresses how    
|   |                                         |          | the Company interacts with shareholders,
    analysts,           
|   |                                         |          | stakeholders and the public in general, 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       |          | All nominees standing for election on May 12,
    2004, with the 
|   | "unrelated" (independent of             |          | exception of the President and CEO, Mr. Louis
    P. Gignac, are 
|   | management and free from any            |          | "unrelated" within the meaning of the TSX
    guidelines.        
|   | business or other relationship which    |          |                                                                  
|   | could, or could reasonably be           |          |                                                                  
|   | perceived to, materially interfere      |          |                                                                  
|   | with the director's ability to act with |          |                                                                  
|   | a view to the best interests of the     |          |                                                                  
|   | Company).                               |          |                                                                  

20

---





|   | TSX Guidelines For                    | Does The |                                                                     
|-- | ------------------------------------- | -------- | --------------------------------------------------------------------
|   |                                       | 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 considered to be a
    related director.   
|   | and whether the Board has a           |          | All other members of the Board are unrelated
    directors.         
|   | majority of unrelated directors.      |          |                                                                     
|   |                                       |          | None of the other directors are party to any
    material           
|   |                                       |          | agreements with the Company which could, or
    could               
|   |                                       |          | reasonably be perceived to, materially
    interfere with his       
|   |                                       |          | ability to act with a view to the best
    interests of the Company.
|   |                                       |          | More information about meeting attendance and
    related party     
|   |                                       |          | transactions are provided in this Information
    Circular.         
|   |                                       |          |                                                                     
|   |                                       |          |                                                                     
|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        
|   |                                       |          | review 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. 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.           
|   |                                       |          |                                                                     
|   |                                       |          | On the basis of its review, the Committee
    makes                 
|   |                                       |          | recommendations to the Board.                                       

21

---





|   | TSX Guidelines For                     | Does The |                                                                    
|-- | -------------------------------------- | -------- | -------------------------------------------------------------------
|   |                                        | Company  | Governance Practices of the Company                                
|   | Improved Corporate Governance          | Align ?  |                                                                    
|   |                                        |          |                                                                    
|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     
|   |                                        |          | by visiting various mining sites. The Board
    ensures that       
|   |                                        |          | prospective candidates fully understand the
    role 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.                                                         
|   |                                        |          |                                                                    
|   |                                        |          | Presentations on different aspects of the
    Company's            
|   |                                        |          | operations are made regularly to the Board.                        
|   |                                        |          |                                                                    
|   |                                        |          | Management is preparing a Director's Guide for
    new and         
|   |                                        |          | existing board members which will contain
    information about    
|   |                                        |          | the Company, the charters of 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 2003, the  
|   | decision-making.                       |          | Corporate Governance and Human Resources
    Committee             
|   |                                        |          | reassessed the composition and size of the
    Board, and          
|   |                                        |          | determined that its current size is sufficient
    to efficiently  
|   |                                        |          | discharge its duties and responsibilities at
    this juncture.    
|   |                                        |          |                                                                    
|   |                                        |          | In this Information Circular, eight 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. In     
|   |                                        |          | February 2004, the Board approved a
    recommendation of the      
|   |                                        |          | Committee requiring that the directors hold,
    within the next   
|   |                                        |          | two years, such number of shares of the
    Company having a       
|   |                                        |          | market value equal to a minimum of three times
    their annual    
|   |                                        |          | retainer. Information about the compensation
    paid to directors 
|   |                                        |          | is provided in this Information Circular.                          

22

---



|    | TSX Guidelines For                         | Does The |                                                                     
|--- | ------------------------------------------ | -------- | --------------------------------------------------------------------
|    |                                            | Company  | Governance Practices of the Company                                 
|    | Improved Corporate Governance              | Align ?  |                                                                     
|    |                                            |          |                                                                     
|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,      |          | Position descriptions have been developed for
    the Board, its    
|    | should develop position
    descriptions   |          | committees and the President and CEO.                               
|    | for the Board and for the CEO,             |          |                                                                     
|    | including the definition of
    the limits |          | The mandate of the Board is to supervise the
    management of      
|    | to management's
    responsibilities.      |          | the business and affairs of the Company. The
    scope of the       
|    |                                            |          | Board's supervisory role expressly includes
    such matters as     
|    |                                            |          | the strategic planning process, the
    identification and          
|    |                                            |          | management of the principal risks, succession
    planning,         
|    |                                            |          | communications policy, internal controls and
    corporate          
|    |                                            |          | governance. 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 strategic
    plan and             
|    |                                            |          | operating budget, 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         
|    |                                            |          | shareholders;                                                       
|    |                                            |          |  implement systems to identify and manage the
    principal        
|    |                                            |          | risks of the Company's activities; and                              

23

---



|    | TSX Guidelines For                       | Does The |                                                                     
|--- | ---------------------------------------- | -------- | --------------------------------------------------------------------
|    |                                          | Company  | Governance Practices of the Company                                 
|    | Improved Corporate Governance            | Align ?  |                                                                     
|    |                                          |          |  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.                                           
|    | responsibility to ensure that the        |          |                                                                     
|    | Board discharges its responsibilities,   |          |                                                                     
|    | or (ii) assign this responsibility to an |          |                                                                     
|    | outside director, sometimes referred     |          |                                                                     
|    | to as the "lead director".               |          |                                                                     
|    |                                          |          |                                                                     
|    | The chair or lead director should        |          | At the end of every Board meeting, the
    Chairman of the Board    
|    | ensure that the Board carries out its    |          | chairs a meeting of outside directors.                              
|    | responsibilities effectively which       |          |                                                                     
|    | will involve the Board meeting on a      |          | During any meeting of the Board and its
    committees, any         
|    | regular basis without management         |          | outside director may request that members of
    management         
|    | present and may involve assigning        |          | not be present for all or part of the meeting.                      
|    | responsibility for administering the     |          |                                                                     
|    | Board's relationship to management       |          |                                                                     
|    | 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,
    is an Audit       
|    | financial expertise.                     |          | Committee Financial Expert in conformity with
    the rules of      
|    |                                          |          | the Sarbanes-Oxley Act of 2002adopted
    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     
|    |                                          |          | related financial expertise, the Board looks
    at familiarity with
|    |                                          |          | emerging accounting issues, past employment
    experience in       
|    |                                          |          | finance or accounting, requisite professional
    certification in  

24

---



| | TSX Guidelines For                    | Does The |                                                                    
| | ------------------------------------- | -------- | -------------------------------------------------------------------
| |                                       | Company  | Governance Practices of the Company                                
| | Improved Corporate Governance         | Align ?  |                                                                    
| |                                       |          | 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 the Board resolution, and is
    reviewed annually     
| | roles and responsibilities of the     |          | by the Committee. All modifications to the
    charter are         
| | Audit Committee which should be       |          | submitted to the Board for approval. The Audit
    Committee       
| | specifically defined so as to provide |          | assists the Board in its oversight of the
    integrity of the     
| | appropriate guidance to Audit         |          | 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.                                                           
| |                                       |          |                                                                    
| |                                       |          | 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        
| |                                       |          | 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            

25

---



|    | TSX Guidelines For                     | Does The |                                                                  
|--- | -------------------------------------- | -------- | -----------------------------------------------------------------
|    |                                        | Company  | Governance Practices of the Company                              
|    | Improved Corporate Governance          | Align ?  |                                                                  
|    |                                        |          | 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
    mandate.           
|    | 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.                                 |          |                                                                  

26



---