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Tembec Provides Notice of Election Deadline to Shareholders

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Tembec Inc., Montreal, Que., Canada, this week provided notice of the deadline by when registered holders of Tembec Shares must indicate their election to receive cash or share consideration in connection with the previously announced proposed statutory arrangement under Section 192 of the Canada Business Corporations Act (Transaction) involving the acquisition by Rayonier Advanced Materials Inc. of all of the outstanding common shares of Tembec.

Registered holders of Tembec Shares may make an effective election by depositing with Computershare Trust Company of Canada, before 5:00 p.m. (Eastern time) on November 9, 2017 (Election Deadline), a duly completed letter of transmittal and election form (Letter of Transmittal and Election Form) indicating their election to receive cash or share consideration, together with the certificates (if applicable) representing their Tembec Shares. The Letter of Transmittal and Election Form is available on Tembec's website and on SEDAR, or by contacting Computershare Trust Company of Canada. Any questions regarding the election of the cash or share consideration, including any request for another copy of the Letter of Transmittal and Election Form, should be directed to Computershare Trust Company of Canada.

Non-registered holders of Tembec Shares that hold their Tembec Shares through a broker, investment dealer, or other intermediary, should carefully follow the instructions and deadlines from the intermediary that holds such Tembec Shares on their behalf and should contact such intermediary for instructions and assistance in making an election or with any questions about their election. Non-registered holders of Tembec Shares who may have made an election through an intermediary prior to the date of this news release may wish to contact their intermediary prior to the Election Deadline to verify that their election has been made properly.

Any holder of Tembec Shares who fails to properly make an election prior to the Election Deadline, or for whom Computershare Trust Company of Canada determines that their election was not properly made with respect to any Tembec Shares, will be deemed to have elected to receive, for each Tembec Share held by such person, the Per Share Stock Consideration (as defined in the Letter of Transmittal and Election Form), subject to proration and rounding. All elections and deposits made under the Letter of Transmittal and Election Form are irrevocable.

Further information regarding the Transaction is contained in Tembec's management information circular dated June 13, 2017 (Circular) and the material change report filed by Tembec with the Canadian Securities Administrators on July 24, 2017. For further information with respect to the election described above, see the following sections of the Circular: "Letter of Transmittal and Election Form" and "Elections, Proration and Exchange Procedure".

Subject to all closing conditions with respect to the Transaction being satisfied or waived, it is expected that the Transaction will be completed in the second half of the fourth quarter of 2017.

Tembec is a producer of forest products--lumber, paper, pulp, and high purity cellulose—and a global leader in sustainable forest management practices. Principal operations are in Canada and France. Tembec has approximately 3,000 employees and annual sales of approximately C$1.5 billion. More information is available online.

 

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