Shareholders and Noteholders approve the recapitalization transaction

MONTREAL, Feb. 22 /CNW Telbec/ - Tembec Inc. ("Tembec") announced todaythat the recapitalization transaction announced on December 19, 2007 andoutlined in the Management Proxy Circular dated January 25, 2008 (the"Recapitalization") has been approved by the requisite majority ofshareholders of Tembec ("Shareholders") and the requisite majority of holdersof notes of Tembec Industries Inc. ("Noteholders"). Earlier today, Tembec Inc. held a Special Meeting of Shareholders andTembec Industries Inc. held a Meeting of Noteholders (collectively, the"Meetings") at which votes were held on matters relating to the approval ofthe Recapitalization. The Meetings were held in accordance with the ManagementProxy Circular dated January 25, 2008 and, with respect to the Meeting ofNoteholders, an Order of the Ontario Superior Court of Justice (CommercialList) made on January 24, 2008. At the Special Meeting of Shareholders, all of the resolutions relatingto the approval of the Recapitalization were approved by in excess of 95.34%of Shareholders who voted in person or by proxy. At the Meeting ofNoteholders, all of the resolutions relating to the approval theRecapitalization were approved by in excess of 98.25% of Noteholders who votedin person or by proxy. "We are obviously pleased with the support shown by our shareholders andnoteholders in favor of the recapitalization transaction," said James Lopez,President and CEO of Tembec. "These approvals bring us one significant stepcloser towards the completion of the Recapitalization." Tembec also announced that it reached agreement, as described in moredetail in Tembec's management proxy circular, with Investissement Québec (IQ)and the Société générale de financement du Québec (SGF) in relation to theproposed recapitalization transaction. IQ and SGF currently own all of thepreferred shares of Tembec and IQ is also a lender to Tembec. The Plan of Arrangement relating to the recapitalization transaction issubject to approval of the Ontario Superior Court of Justice and such approvalhearing is being held on February 27, 2008. The recapitalization transactionis expected to close on February 29, 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 companywhich stands as the global leader in sustainable forest management practices.With operations principally located in North America and in France, theCompany employs approximately 8,000 people. Tembec's common shares are listedon the Toronto Stock Exchange under the symbol TBC. Additional information onTembec is available on its website at www.tembec.com. This press release includes "forward-looking statements" with(lessthan)in the meaning of securities laws. Such statements relate to theCompany's or management's objectives, projections, estimates, expectations, orpredictions of the future and can be identified by words such as "will","anticipate", "estimate", "expect", and "project" or variations of such words.These statements are based on certain assumptions and analyses by the Companythat reflect its experience and its understanding of future developments. Suchstatements are subject to a number of uncertainties, including, but notlimited to, receipt of the approvals necessary to implement theRecapitalization, changes in foreign exchange rates, product selling prices,raw material and operating costs, and other factors identified in theCompany's periodic filings with securities regulatory authorities in Canadaand the United States. Many of these uncertainties are beyond the Company'scontrol and, therefore, may cause actual actions or results to differ fromthose expressed or implied herein. The Company disclaims any intention orobligation to update or revise any forward-looking statements, whether as aresult of new information, future events or otherwise. This press release is not an offer of securities for sale in the UnitedStates and securities may not be offered or sold in the United States absentregistration or exemption from registration.

For further information: Investor Contacts: Michel J. Dumas, Executive
Vice President, Finance and Chief Financial Officer, (819) 627-4268,
michel.dumas@tembec.com; BMO Capital Markets, Financial Advisor to Tembec,
(416) 359-5210, (866) 668-6211 (toll free); Media Contacts: John Valley,
Executive Vice President, Business Development and Corporate Affairs, (416)
775-2819, john.valley@tembec.com; Richard Fahey, Vice President,
Communications and Public Affairs, (819) 627-4387, richard.fahey@tembec.com