Tembec Recapitalization Approved by Shareholders and Noteholders

Montreal, Quebec, Canada, 22 February 2008 – Tembec Inc. announced today that the recapitalization transaction announced on 19 December 2007, and outlined in the Management Proxy Circular dated 25 January 2008, has been approved by the requisite majority of shareholders of Tembec and the requisite majority of holders of notes of Tembec Industries Inc.

Earlier today, Tembec Inc. held a Special Meeting of Shareholders and Tembec Industries Inc. held a Meeting of Noteholders at which votes were held on matters relating to the approval of the recapitalization. The meetings were held in accordance with the Management Proxy Circular dated 25 January 2008, and, with respect to the Meeting of Noteholders, an Order of the Ontario Superior Court of Justice (Commercial List) made on 24 January 2008.

At the Special Meeting of Shareholders, all of the resolutions relating to the approval of the recapitalization were approved by more than 95% of shareholders who voted in person or by proxy. At the Meeting of Noteholders, all of the resolutions relating to the approval the recapitalization were approved by more than 98% of noteholders who voted in person or by proxy.

“We are obviously pleased with the support shown by our shareholders and noteholders in favor of the recapitalization transaction,” said James Lopez, Tembec president and CEO. “These approvals bring us one significant step closer towards the completion of the recapitalization.”

Tembec also announced that it reached agreement, as described in more detail in Tembec’s management proxy circular, with Investissement Québec (IQ) and the Société générale de financement du Québec (SGF) in relation to the proposed recapitalization transaction. IQ and SGF currently own all of the preferred shares of Tembec and IQ is a lender to Tembec.

The plan of arrangement relating to the recapitalization transaction is subject to approval of the Ontario Superior Court of Justice. An approval hearing is being held on 27 February 2008. The recapitalization transaction is expected to close on 29 February 2008.

Further information concerning the recapitalization is available on SEDAR (www.sedar.com), EDGAR (www.sec.gov/edgar.shtml) and Tembec’s website (www.tembec.com).

Tembec is a large, diversified, and integrated forest products company and a global leader in sustainable forest management practices. With operations principally located in North America and in France, the company employs approximately 8000 people. Tembec’s common shares are listed on the Toronto Stock Exchange under the symbol TBC. Additional information on Tembec is available at www.tembec.com.